UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 20-F
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o
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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o
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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________________________
Commission File Number: 1-33659
COSAN LIMITED
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Bermuda
(Jurisdiction of incorporation or organization)
Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000, Brazil
(55)(11) 3897-9797
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Marcelo Eduardo Martins
(55)(11) 3897-9797
ri@cosan.com.br
Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000, Brazil
(Name, telephone, e-mail and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Class A Common Shares
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New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of March 31, 2010 was:
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Title of Class
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Number of Shares Outstanding
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Class A Common Shares, par value $.01 per share
Class B – series 1 – Common Shares, par value $.01 per share
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174,355,341
96,332,044
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
x Yes o No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer x Accelerated Filer o Non-accelerated Filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow.
o Item 17 x Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
__________________
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FORWARD-LOOKING STATEMENTS
This annual report contains estimates and forward-looking statements, principally under “Item 3. Key Information—D. Risk Factors”, “Item 4. Information on the Company—B. Business Overview” and “Item 5. Operating and Financial Review and Prospects”. Some of the matters discussed concerning our business and financial performance include estimates and forward-looking statements.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on projections of future events and trends, which affect or may affect our businesses and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates and forward-looking statements may be influenced by the following factors, among others:
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·
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general economic, political, demographic and business conditions in Brazil and in the world and the cyclicality affecting our selling prices;
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·
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our ability to implement our expansion strategy in other regions of Brazil and international markets through organic growth and acquisitions;
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·
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competitive developments in the ethanol and sugar industries;
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·
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our ability to implement our capital expenditure plan, including our ability to arrange financing when required and on reasonable terms;
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·
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our ability to compete and conduct our businesses in the future;
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·
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changes in customer demand;
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·
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changes in our businesses;
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·
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technological advances in the ethanol sector and advances in the development of alternatives to ethanol;
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·
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government interventions and trade barriers, resulting in changes in the economy, taxes, rates or regulatory environment;
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·
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inflation, depreciation and devaluation of the Brazilian real;
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·
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other factors that may affect our financial condition, liquidity and results of our operations; and
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·
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other risk factors discussed under “Risk Factors”.
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The words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this annual report might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
Presentation of Financial and Other Information
We maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with U.S. GAAP.
In 2009, we modified our fiscal year to end on March 31. We have included in this annual report our audited consolidated financial statements for the year ended March 31, 2010, at and for the eleven month transition period ended March 31, 2009 and for the year ended April 30, 2008 prepared in accordance with U.S. GAAP. Unless otherwise indicated, all financial information of our company included in this annual report has been prepared in accordance with U.S. GAAP.
Cosan S.A. Indústria e Comércio, or “Cosan”, acquired Açucareira Corona S.A., or “Corona”, Mundial Açúcar e Álcool S.A., or “Mundial”, and Usina Açucareira Bom Retiro S.A., or “Bom Retiro”, and also increased its ownership in FBA—Franco Brasileira S.A. Açúcar e Álcool, or “FBA”, from 47.5% to 99.9% in fiscal year 2006. We also made other smaller acquisitions in fiscal year 2007. In December 2008, Cosan acquired 100% of the capital of Esso Brasileira de Petróleo Ltda., or “Essobras” (Cosan Combustíveis e Lubrificantes S.A., or “CCL”), and certain affiliates, marketers and distributors of fuel and lubricants in the Brazilian retail and wholesale markets as well as aviation fuel supply from ExxonMobil International Holding B.V., or “Exxon”. In April, Cosan acquired 100% of the outstanding shares of Teaçu Armazéns Gerais S.A., or “Teaçu”, from Rezende Barbosa S.A. Administração e Participações, or “Rezende Barbosa”. Teaçu holds a port concession in the city of Santos and operates a terminal dedicated to exporting sugar and other agricultural products. In June 2009, Cosan acquired 100% of the outstanding shares of Curupay S.A. Participações from Rezende Barbosa. The assets acquired include a non-controlling interest in Novo Rumo Logística S.A., or Novo Rumo, representing 28.82% of its outstanding shares which were issued in the Teaçu acquisition, and 100% of the outstanding shares of two operating companies, Nova América S.A. Trading and Cosan Alimentos (collectively referred to as “Nova América”). Nova América is a producer of sugar, ethanol and energy co-generation and also operates in trading and logistics. These acquisitions may affect the comparability of the financial information for the periods presented in this annual report. See “Item 4. Information on the Company—A. History and Development of the Company—Acquisitions, Partnerships and Corporate Restructurings.”
Fiscal Year
In 2009, we modified our fiscal year end. Beginning in 2009, our and Cosan’s fiscal year ends on March 31. Previously, our fiscal year ended on April 30. References in this annual report to “fiscal year 2010” relate to the fiscal year ended on March 31, 2010. References in this annual report to “transition fiscal year 2009” relates to the eleven months ended on March 31, 2009. References in this annual report to “fiscal year 2008” or prior fiscal years relate to the fiscal year ended on April 30 of that calendar year. However, for purposes of calculating income and social contribution taxes in accordance with Brazilian tax laws, the applicable year ends on December 31.
Market Data
We obtained market and competitive position data, including market forecasts, used throughout this annual report from market research, publicly available information and industry publications, as well as internal surveys. We include data from reports prepared by LMC International Ltd., or “LMC”, the Central Bank of Brazil (Banco Central do Brasil), or the “Central Bank”, Sugarcane Agroindustry Association of the State of São Paulo (União da Agroindústria Canavieira de São Paulo), or “UNICA”, Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or “IBGE”, the National Traffic Agency (Departamento Nacional de Trânsito), or DENATRAN, the Brazilian Association of Vehicle Manufactures (Associação Nacional dos Fabricantes de Veículos Automotores), or “ANFAVEA”, Datagro Publicações Ltda., or “Datagro”, F.O. Licht, Czarnikow, Apoio e Vendas Procana Comunicações Ltda., the São Paulo Stock, Commodities and Futures Exchange (BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros), or “BM&FBOVESPA”, the International Sugar Organization, the Brazilian National Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or “BNDES”, the New York Board of Trade, or NYBOT, the New York Stock Exchange, the London Stock Exchange, the National Agency of Petroleum, Natural Gas and Biofuels (ANP - Agência Nacional do Petróleo, Gás Natural e Biocombustíveis), or “ANP”, and the National Union of Distributors
of Fuels and Lubricants (Sindicato Nacional das Empresas Distribuidoras de Combustíveis e Lubrificantes), or “Sindicom”. We believe that all market data in this annual report is reliable, accurate and complete.
Terms Used in this Annual Report
In this annual report, we present information in gallons and liters. One gallon is equal to approximately 3.78 liters. In addition, we also present information in tons. In this annual report, references to “ton” refer to the metric ton, which is equal to 1,000 kilograms.
All references in this annual report to “TSR” are to total sugar recovered, which represents the total amount of sugar content in the sugarcane.
All references in this annual report to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars. All references to the “real”, “reais” or “R$” are to the Brazilian real, the official currency of Brazil.
Rounding
We have rounding adjustments to reach some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Not applicable.
Not applicable.
The following table presents selected historical financial and operating data for Cosan Limited, or the “Company”, derived from our audited consolidated financial statements and for its predecessor for certain periods. You should read the following information in conjunction with our audited consolidated financial statements and related notes, and the information under “Item 5. Operating and Financial Review and Prospects” in this annual report.
U.S. GAAP
The financial data at and for the twelve month period ended March 31, 2010, eleven month period ended March 31, 2009 and at and for the fiscal years ended April 30, 2008, 2007 and 2006 have been derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP.
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For Twelve Months ended March 31,
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For Eleven Months Ended March 31,
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For Fiscal Year Ended April 30,
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||||||||||||||||||
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2010
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2009
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2008
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2007
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2006
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(in millions of US$)
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Statement of Operations Data:
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||||||||||||||||||||
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Net sales
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US$ | 8,283.1 | US$ | 2,926.5 | US$ | 1,491.2 | US$ | 1,679.1 | US$ | 1,096.6 | ||||||||||
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Cost of goods sold
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(7,223.3 | ) | (2,621.9 | ) | (1,345.6 | ) | (1,191.3 | ) | (796.3 | ) | ||||||||||
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Gross profit
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1,059.9 | 304.6 | 145.6 | 487.8 | 300.3 | |||||||||||||||
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Selling expenses
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(470.3 | ) | (213.3 | ) | (168.6 | ) | (133.8 | ) | (97.8 | ) | ||||||||||
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General and administrative expenses
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(271.3 | ) | (140.1 | ) | (115.1 | ) | (121.1 | ) | (72.0 | ) | ||||||||||
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Operating income (loss)
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318.3 | (48.8 | ) | (138.1 | ) | 232.9 | 130.5 | |||||||||||||
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Other income (expenses):
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||||||||||||||||||||
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Financial income and (expense), net
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203.7 | (370.8 | ) | 116.8 | 289.4 | (226.6 | ) | |||||||||||||
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Gain on tax recovery program
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144.8 | — | — | — | — | |||||||||||||||
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Other
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34.1 | (2.3 | ) | (3.7 | ) | 16.3 | (5.5 | ) | ||||||||||||
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Income (loss) before income taxes and equity in income (loss) of affiliates
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700.9 | (421.9 | ) | (25.0 | ) | 538.5 | (101.6 | ) | ||||||||||||
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Income taxes (expense)/benefit
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(184.8 | ) | 144.7 | 19.8 | (188.8 | ) | 29.7 | |||||||||||||
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Income (loss) before equity in income (loss) of affiliates
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516.1 | (277.2 | ) | (5.2 | ) | 349.7 | (71.8 | ) | ||||||||||||
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Equity in income (loss) of affiliates
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(10.3 | ) | 6.1 | (0.2 | ) | (0.0 | ) | 1.6 | ||||||||||||
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Loss (net income) attributable to noncontrolling interests
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(174.0 | ) | 83.0 | 22.0 | (173.0 | ) | 33.1 | |||||||||||||
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Net income (loss)
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US$ | 331.8 | US$ | (188.1 | ) | US$ | 16.6 | US$ | 176.7 | US$ | (37.1 | ) | ||||||||
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Balance Sheet Data:
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||||||||||||||||||||
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Cash and cash equivalents
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US$ | 623.7 | US$ | 508.8 | US$ | 68.4 | US$ | 316.5 | US$ | 29.2 | ||||||||||
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Marketable securities
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— | — | 1,014.5 | 281.9 | 368.8 | |||||||||||||||
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Inventories
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587.7 | 477.8 | 337.7 | 247.5 | 187.2 | |||||||||||||||
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Property, plant, and equipment, net
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4,146.5 | 2,259.4 | 2,108.1 | 1,194.1 | 1,008.1 | |||||||||||||||
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For Twelve Months ended March 31,
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For Eleven Months Ended March 31,
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For Fiscal Year Ended April 30,
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||||||||||||||||||
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2010
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2009
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2008
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2007
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2006
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(in millions of US$)
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Goodwill
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1,362.1 | 888.8 | 772.6 | 491.9 | 497.9 | |||||||||||||||
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Total assets
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8,995.0 | 5,421.1 | 5,269.1 | 3,253.4 | 2,691.8 | |||||||||||||||
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Current liabilities
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1,171.5 | 1,164.7 | 359.1 | 274.2 | 397.1 | |||||||||||||||
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Estimated liability for legal proceedings and labor claims
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294.6 | 497.6 | 494.1 | 379.2 | 462.2 | |||||||||||||||
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Long-term debt
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2,845.7 | 1,251.1 | 1,249.3 | 1,342.5 | 941.7 | |||||||||||||||
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Equity attributable to noncontrolling interests
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1,338.9 | 544.5 | 796.8 | 463.6 | 287.6 | |||||||||||||||
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Capital stock
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2.7 | 2.7 | 2.7 | 2.7 | ||||||||||||||||
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Equity attributable to shareholders of Cosan Limited
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US$ | 2,344.2 | US$ | 1,596.2 | US$ | 1,995.7 | US$ | 473.6 | US$ | 294.3 | ||||||||||
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Other Financial and Operating Data:
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Depreciation and amortization
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US$ | 488.5 | US$ | 290.7 | US$ | 236.1 | US$ | 187.4 | US$ | 98.6 | ||||||||||
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Net debt(1)
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US$ | 2,560.0 | 1,420.7 | 90.8 | 697.9 | 517.4 | ||||||||||||||
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Working capital(2)
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990.4 | 362.8 | 1,503.8 | 865.3 | 563.2 | |||||||||||||||
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Cash flow provided by (used in):
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||||||||||||||||||||
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Operating activities
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811.0 | 256.6 | 57.6 | 284.0 | 86.0 | |||||||||||||||
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Investing activities
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(1,044.8 | ) | (787.8 | ) | (1,441.7 | ) | (251.6 | ) | (825.5 | ) | ||||||||||
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Financing activities
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US$ | 153.0 | US$ | 871.9 | US$ | 1,023.3 | US$ | 222.8 | US$ | 725.9 | ||||||||||
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Crushed sugarcane (in million tons)
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50.3 | 43.1 | 40.3 | 36.2 | 27.9 | |||||||||||||||
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Own sugarcane (in million tons)
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23.5 | 22.7 | 22.3 | 21.6 | 17.2 | |||||||||||||||
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Growers sugarcane (in million tons)
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26.8 | 20.4 | 18.0 | 14.5 | 10.7 | |||||||||||||||
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Sugar production (in thousand tons)
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3,513.0 | 3,179.2 | 3,241.0 | 3,182.3 | 2,328.4 | |||||||||||||||
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Ethanol production (in million liters)
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1,834.0 | 1,688.4 | 1,524.6 | 1,236.6 | 915.0 | |||||||||||||||
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Earnings per share (basic and diluted)
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US$ | 1.23 | US$ | (0.76 | ) | US$ | 0.09 | US$ | 1.83 | US$ | (0.35 | ) | ||||||||
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Number of shares outstanding
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270,687,385 | 270,687,385 | 226,242,856 | 96,332,044 | 96,332,044 | |||||||||||||||
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Dividends paid
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— | — | — | US$ | 37.3 | — | ||||||||||||||
_____________
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(1)
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Net debt consists of current and non-current debt, net of cash and cash equivalents, marketable securities and CTNs (Brazilian Treasury bills) recorded in our consolidated financial statements as other non-current assets. Net debt is not a U.S. GAAP measure.
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(2)
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Working capital consists of current assets less current liabilities.
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Exchange Rates
Until March 4, 2005, there were two legal foreign exchange markets in Brazil, the commercial rate exchange market, or “Commercial Market”, and the floating rate exchange market, or “Floating Market”. The Commercial Market was reserved primarily for foreign trade transactions and transactions that generally required prior approval from Brazilian monetary authorities, such as registered investments by foreign persons and related remittances of funds abroad (including the payment of principal and interest on loans, notes, bonds and other debt instruments denominated in foreign currencies and registered with the Brazilian Central Bank or the “Central Bank”). The Floating Market rate generally applied to specific transactions for which Central Bank approval was not required. Both the Commercial Market rate and the Floating Market rate were reported by the Central Bank on a daily basis.
On March 4, 2005, the Central Bank issued Resolution No. 3,265, providing for several changes in Brazilian foreign exchange regulation, including: (1) the unification of the foreign exchange markets into a single exchange market; (2) the easing of several rules for acquisition of foreign currency by Brazilian residents; and (3) the extension of the term for converting foreign currency derived from Brazilian exports. It is expected that the Central Bank will issue further regulations in relation to foreign exchange transactions, as well as on payments and transfers of Brazilian currency between Brazilian residents and non-residents (such
transfers being commonly known as the “international transfers of reais”), including those made through the so-called non-resident accounts (also known as CC5 accounts). The Central Bank has allowed the real to float freely since January 15, 1999. Since the beginning of 2001, the Brazilian exchange market has been increasingly volatile, and, until early 2003, the value of the real declined relative to the U.S. dollar, primarily due to financial and political instability in Brazil and Argentina. According to the Central Bank, in 2004, 2005, 2006 and 2007, however, the real appreciated in relation to the U.S. dollar by 8.8%, 13.4%, 9.5% and 20.7%, respectively. In 2008, the real depreciated against the U.S. dollar by 24.2%, and in 2009, the real appreciated against the U.S. dollar by 34.2%. In 2010, the real appreciated against the U.S. dollar by 10% mainly due to the impact of the global crisis that resulted in the depreciation of real against the U.S. dollar in 2009. Although the Central Bank has intervened occasionally to control unstable movements in the foreign exchange rates, the exchange market may continue to be volatile as a result of this instability or other factors, and, therefore, the real may substantially decline or appreciate in value in relation to the U.S. dollar in the future.
The following tables set forth the exchange rate, expressed in reais per U.S. dollar (R$/US$) for the periods indicated, as reported by the Central Bank.
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Period-end
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Average for
Period
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Low
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High
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|||||||||||||
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(reais per U.S. dollar)
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||||||||||||||||
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Fiscal Year Ended:
|
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April 30, 2006
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R$ | 2.0892 | R$ | 2.2841 | R$ | 2.0892 | R$ | 2.5146 | ||||||||
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April 30, 2007
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2.0339 | 2.1468 | 2.0231 | 2.3711 | ||||||||||||
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April 30, 2008
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1.6872 | 1.8283 | 1.6575 | 2.1124 | ||||||||||||
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March 31, 2009
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2.3152 | 2.0047 | 1.5593 | 2.5004 | ||||||||||||
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March 31, 2010
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1.7810 | 1.7852 | 1.7637 | 1.8231 | ||||||||||||
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Month Ended:
|
||||||||||||||||
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April 2010
|
1.7306 | 1.7566 | 1.7306 | 1.7806 | ||||||||||||
|
May 2010
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1.8167 | 1.8063 | 1.7315 | 1.7806 | ||||||||||||
|
June 2010
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1.8015 | 1.8065 | 1.7663 | 1.8658 | ||||||||||||
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July 2010
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1.7572 | 1.7696 | 1.7525 | 1.8006 | ||||||||||||
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August 2010
|
1.7560 | 1.7596 | 1.7489 | 1.7731 | ||||||||||||
|
September 2010 (through September 14, 2010)
|
1.7076 | 1.7251 | 1.7076 | 1.7441 | ||||||||||||
_____________
Source: Central Bank.
Exchange rate fluctuation will affect the U.S. dollar equivalent of the market price of our BDRs on BM&FBOVESPA, as well as the U.S. dollar value of any distributions we receive from our subsidiary Cosan, which will be made in reais. See “Item 3D. Risk Factors—Risks Related to Brazil”.
Not applicable.
Not applicable.
This section is intended to be a summary of more detailed discussion contained elsewhere in this annual report. Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and business operations.
Risks Related to Our Business and Industries
We operate in industries in which the demand and the market price for our products are cyclical and are affected by general economic conditions in Brazil and the world.
The ethanol and sugar industries, both globally and in Brazil, have historically been cyclical and sensitive to domestic and international changes in supply and demand.
Ethanol is marketed as a fuel additive to reduce vehicle emissions from gasoline, as an enhancer to improve the octane rating of gasoline with which it is blended or as a substitute fuel for gasoline. As a result, ethanol prices are influenced by the supply and demand for gasoline, and our business and financial performance may be materially adversely affected if gasoline demand or price decreases. The increase in the production and sale of flex fuel cars has resulted, in part, from lower taxation, since 2002, of such vehicles compared to gasoline only cars. This favorable tax treatment may be eliminated and the production of flex fuel cars may decrease, which could adversely affect demand for ethanol.
Historically, the international sugar market has experienced periods of limited supply—causing sugar prices and industry profit margins to increase—followed by an expansion in the industry that results in oversupply—causing declines in sugar prices and industry profit margins. In addition, fluctuations in prices for ethanol or sugar may occur, for various other reasons, including factors beyond our control, such as:
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fluctuations in gasoline prices;
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variances in the production capacities of our competitors; and
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the availability of substitute goods for the ethanol and sugar products we produce.
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The prices we are able to obtain for sugar depends, in large part, on prevailing market prices. These market conditions, both in Brazil and internationally, are beyond our control. The wholesale price of sugar has a significant impact on our profits. Like other agricultural commodities, sugar is subject to price fluctuations resulting from weather, natural disasters, harvest levels, agricultural investments, government policies and programs for the agricultural sector, domestic and foreign trade policies, shifts in supply and demand, increasing purchasing power, global production of similar or competing products, and other factors beyond our control. In addition, a significant portion of the total worldwide sugar production is traded on exchanges and thus is subject to speculation, which could affect the price of sugar and our results of operations. The price of sugar, in particular, is also affected by producers’ compliance with sugar export requirements and the resulting effects on domestic supply. As a consequence, sugar prices have been subject to higher historical volatility when compared to many other commodities. Competition from alternative sweeteners, including saccharine and high fructose corn syrup, known as “HFCS”, changes in Brazilian or international agricultural or trade policies or developments relating to international trade, including those under the World Trade Organization, or “WTO”, are factors that can directly or indirectly result in lower domestic or global sugar prices. Any prolonged or significant decrease in sugar prices could have a material adverse effect on our business and financial performance.
If we are unable to maintain sales at generally prevailing market prices for ethanol and sugar in Brazil and internationally, or if we are unable to export sufficient quantities of ethanol and sugar to assure an appropriate domestic market balance, our ethanol and sugar business may be adversely affected.
Sugar prices continued to increase during 2010, reflecting the deficit in global sugar production principally due to the drop in production in India, a large exporter of sugar that became a large importer. Sugar prices in the current fiscal year reached the highest levels in nearly 30 years.
We have entered into definitive agreements to form a joint venture with Shell to further develop our business. We have not yet received necessary regulatory and governmental approvals, and we cannot guarantee that the joint venture will be consummated or that it will be successful.
On August 25, 2010, we successfully concluded negotiations with Shell International Petroleum Company Limited, or Shell, and entered into definitive agreements for the creation of a proposed joint venture relating to the production, supply, distribution and retailing of ethanol-based fuels. The formation of the joint venture is expected to occur in the first half of 2011 and is subject to customary closing conditions, including receipt of required regulatory approval.
We cannot provide any assurance that we will be able to obtain necessary regulatory and governmental approvals to consummate the joint venture on acceptable terms or predict whether any conditions that may be imposed on our businesses in permitting the transaction to occur would have an adverse effect on our businesses. Moreover, assuming the joint venture is consummated, there can be no assurance that the joint venture will be successful and we cannot predict its effects on our business. We may incur unanticipated expenses, fail to realize anticipated benefits, disrupt relationships with current and new employees, customers and vendors or incur indebtedness.
Ethanol prices are directly correlated to the price of sugar, so that a decline in the price of sugar will adversely affect both our ethanol and sugar businesses
The price of ethanol generally is closely associated with the price of sugar and is increasingly becoming correlated to the price of oil. A vast majority of ethanol in Brazil is produced at sugarcane mills that produce both ethanol and sugar. Because sugarcane millers are able to alter their product mix in response to the relative prices of ethanol and sugar, this results in the prices of both products being directly correlated, and the correlation between ethanol and sugar may increase over time. In addition, sugar prices in Brazil are determined by prices in the world market, so that there is a correlation between Brazilian ethanol prices and world sugar prices.
Because flex fuel vehicles allow consumers to choose between gasoline and ethanol at the pump rather than at the showroom, ethanol prices are now becoming increasingly correlated to gasoline prices and, consequently, oil prices. We believe that the correlation among the three products will increase over time. Accordingly, a decline in sugar prices will have an adverse effect on the financial performance of our ethanol and sugar businesses, and a decline in oil prices may have an adverse effect on that of our ethanol business.
We may not successfully acquire or develop additional production capacity through greenfield projects or expansion of existing facilities.
We have begun operations at our greenfield plant in the State of Goiás, the Jataí mill, which will be able to crush approximately 4 million tons when operating at full capacity by 2013. The Jataí mill is part of our project to build three ethanol greenfield mills in the State of Goiás. However, the investments in the other two plants are currently on hold and may be cancelled. Our Carapó greenfield project, which we acquired as part of the Nova América acquisition, began operating in the third quarter of fiscal year 2010.
We expect to explore other greenfield projects in the future. Except for the ethanol greenfield project in the State of Goiás, we do not have environmental or other permits, designs or engineering, procurement and construction contracts with respect to any potential projects. As a result, we may not complete these greenfield projects on a timely basis or at all, and may not realize the related benefits we anticipate. In addition, we may be unable to obtain the required financing for these projects on satisfactory terms, or at all. For example, we may not be able to obtain all of the land for which we have obtained options in the State of Goiás or we may not have the appropriate personnel, equipment and know-how to implement projects.
The integration of greenfield projects or expansion of our existing facilities may result in unforeseen operating difficulties and may require significant financial and managerial resources that would otherwise be used for the development and ongoing expansion of our existing operations. Planned or future greenfield projects or expansion of existing facilities may not enhance our financial performance.
We may not successfully implement our plans to sell energy from our cogeneration projects, and the Brazilian government’s regulation of the energy sector may affect our business and financial performance.
Our current total installed energy cogeneration capacity is approximately 860 MW, which are used to generate energy for our own industrial operations and to export surplus energy. Out of our 23 mills, six delivered energy to the Brazilian electricity grid in fiscal year 2010. Six additional energy co-generation projects will become operational between 2010 and 2012. We estimate that by 2012, we will have a total installed energy cogeneration capacity of 1,213 MW, out of which 869 MW will be from plants that will sell excess energy to the grid. The Brazilian government regulates the energy sector extensively. We may not be able to satisfy all the requirements necessary to acquire new contracts or to otherwise comply with Brazilian energy regulation. Changes to the current energy regulation or federal authorization programs, and the creation for more stringent criteria for qualification in future public energy auctions, may adversely affect the implementation of this element of our business strategy.
We may engage in hedging transactions, which involve risks that can harm our financial performance.
We are exposed to market risks arising from the conduct of our business activities—in particular, market risks arising from changes in commodity prices, exchange rates or interest rates. In an attempt to minimize the effects of volatility of sugar prices and exchange rates on our cash flows and results of operations, we engage in hedging transactions involving commodities and exchange rate futures, options, forwards and swaps. We also engage in interest rate-related hedging transactions from time to time. Hedging transactions expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or there is a change in the expected differential between the underlying price in the hedging agreement and the actual price of commodities or exchange rate. In fiscal year 2006, we experienced losses of US$209.4 million from sugar price and exchange rate hedging transactions. In fiscal year 2007 and fiscal year 2008, we experienced gains of US$190.6 million and US$49.3 million, respectively, from sugar price and exchange rate hedging transactions. In fiscal year 2009, we experienced gains of US$22.9 million, and in fiscal year 2010 we experienced gains of US$151.1 million. We may incur significant hedging-related losses in the future. We hedge against market price fluctuations by fixing the prices of our sugar export volumes and exchange rates. Since we record derivatives at fair value, to the extent that the market prices of our products exceed the fixed price under our hedging policy, our results will be lower than they would have been if we had not engaged in such transactions as a result of the related non-cash derivative expenses. As a result, our financial performance would be adversely affected during periods in which commodities prices increase. Alternatively, we may choose not to engage in hedging transactions in the future, which could adversely affect our financial performance during periods in which commodities prices decrease.
We face significant competition, which may adversely affect our market share and profitability.
The ethanol and sugar industries are highly competitive. Internationally, we compete with global ethanol and sugar producers such as Poet, Inc., Archer-Daniels-Midland Company, Cargill, Inc. and A.E. Staley Manufacturing Company (a subsidiary of Tate & Lyle, PLC). Some of our competitors are divisions of larger
enterprises and have greater financial resources than our company. In Brazil, we compete with numerous small to medium-size producers. Despite increased consolidation, the Brazilian ethanol and sugar industries remain highly fragmented. Our major competitors in Brazil are Louis Dreyfus Commodities - Santelisa Vale (the second largest ethanol and sugar producer in Brazil), Guarani (the third largest ethanol and sugar producer in Brazil), Bunge, Santa Terezinha, São Martinho, Carlos Lyra, Tercio Wanderley, Zilor, Oscar Figueiredo, Da Pedra, and Irmãos Biagi and other ethanol and sugar producers in Brazil market their ethanol and sugar products through the Cooperative of Sugarcane, Sugar and Ethanol Producers of the State of São Paulo (Cooperativa de Produtores de Cana-de-açúcar, Açúcar e Álcool do Estado de São Paulo), or “Copersucar”. During the 2009/2010 harvest, Copersucar was comprised of 38 producers in the states of São Paulo, Minas Gerais and Paraná. We are not a member of Copersucar.
We face strong competition from international producers – in particular, in highly regulated and protected markets, such as the United States and the European Union. Historically, imports of sugar have not provided substantial competition for us in Brazil due to, among other factors, the production and logistical cost-competitiveness of sugar produced in Brazil. If the Brazilian government creates incentives for sugar imports, we could face increased competition in the Brazilian market by foreign producers. Many factors influence our competitive position, including the availability, quality and cost of fertilizer, energy, water, chemical products and labor. Some of our international competitors have greater financial and marketing resources, larger customer bases and broader product ranges than we do. If we are unable to remain competitive with these producers in the future, our market share may be adversely affected.
The fuel distribution and lubricant market in Brazil is highly competitive. We compete with domestic fuel distributors who purchase substantially all of their fuels from Petrobras. There are very few domestic competitors, like us, who import certain products into Brazil. In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and retail consumers. Certain of our competitors, such as Petrobras, have larger fuel distribution networks and vertically integrated oil refineries, and may be able to realize lower per-barrel costs or higher margins per barrel of throughput. Our principal competitors are larger and have substantially greater resources than we do. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of crude oil and other feedstocks or intense price fluctuations. The actions of our competitors could lead to lower prices or reduced margins for the products we sell, which could have a material and adverse effect on our business or results of operations.
Anticompetitive practices in the fuel and lubricants distribution market may distort market prices.
In the last few years, anticompetitive practices have been one of the main problems affecting fuel distributors in Brazil. Generally these practices have involved a combination of tax evasion and fuel adulteration, such as the dilution of gasoline by mixing solvents or adding anhydrous ethanol in an amount greater than the 25% permitted by applicable law (the overall taxation of anhydrous ethanol is lower than hydrated ethanol and gasoline). Taxes constitute a significant portion of the cost of fuels sold in Brazil. For this reason, tax evasion on the part of some fuel distributors has been prevalent, allowing them to lower the prices they charge. These practices have enabled certain distributors to supply large quantities of fuel products at prices lower than those offered by the major distributors, including us, which has resulted in a considerable increase in the sales volumes of the distributors who have adopted these practices. The final prices for fuels are calculated based on the taxes levied on their purchase and sale, among others factors. As a result, anticompetitive practices as such tax evasion may affect our sales volume, which could have a material and adverse effect on our business. If such practices become more prevalent, it could lead to lower prices or reduced margins for the products we sell, which could have a material and adverse effect on our business or results of operations.
Petrobras is our principal supplier of our base oils and of our fuel distribution business unit.
Significant disruption to our fuels and lubricant sales may occur, in the event of an interruption of supply from Petrobras. Any interruption would immediately affect our ability to provide fuel and lubricant products to our customers. If we are not able to obtain an adequate supply of fuel and base oil products from Petrobras under acceptable terms, we may seek to meet our demands through purchases on the international market. The cost of fuel and base oil products on the international market may be more expensive than the price we obtain through Petrobras.
We may face significant challenges in implementing our expansion strategy in other regions of Brazil and international markets.
Our growth strategy includes the expansion of our activities in other regions of Brazil and international markets, through organic growth and acquisitions. Our expansion to regions of Brazil in which we do not now operate may involve potential challenges, such as inadequate transportation systems and different state and local laws, regulations and policies. For example, we may not be able to secure an adequate supply of sugarcane either from suppliers or through our own cultivation in sufficient proximity to our mills to be economically viable in terms of transportation costs.
We are currently looking at opportunities worldwide, but have not yet identified any particular investment locations outside of Brazil. Our international expansion, to countries in which we do not now operate includes additional challenges, such as the following:
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changes in economic, political or regulatory conditions;
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difficulties in managing geographically diverse operations;
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changes in business regulation, including policies governing ethanol technological standards;
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effects of foreign currency movements;
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difficulties in enforcing contracts; and
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cultural and language barriers.
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If we fail to address one or more of these challenges, our business and financial performance may be materially adversely affected.
Our export sales are subject to a broad range of risks associated with international operations.
In fiscal year ended March 31, 2010, our net sales from exports represented 13.6% of our total net sales.
In transition fiscal year 2009, our net sales from exports were US$929.2 million, representing 31.8% of our total net sales. During this same period, our net sales from sugar exports were US$733.4 million, representing 25.1% of our total net sales, and our net sales from exports of ethanol were US$187.2 million, representing 6.4% of our total net sales.
In fiscal year ended April 30, 2008, our net sales from exports were US$823.2 million, representing 55.2% of our total net sales. During this same period, our net sales from sugar exports were US$649.8 million, representing 43.6% of our total net sales, and our net sales from exports of ethanol were US$166.1 million, representing 11.1% of our total net sales.
We expect to expand our ethanol exports in the future. Expansion of ethanol exports depends on factors beyond our control, including liberalization of existing trade barriers and the establishment of distribution systems for hydrous ethanol in countries outside of Brazil. Our future financial performance will depend, to a significant extent, on economic, political and social conditions in our main export markets.
Most ethanol and/or sugar producing countries, including the United States and member countries of the European Union, protect local producers from foreign competition by establishing government policies and regulations that affect ethanol and sugar production, including quotas, import and export restrictions, subsidies, tariffs and duties. As a result of these policies, domestic ethanol and sugar prices vary greatly in individual countries. We have limited or no access to these large markets as a result of trade barriers. If these protectionist policies continue, we may not be able to expand our export activities at the rate we currently expect, or at all, which could adversely affect our business and financial performance. Also, if new trade barriers are established in our key export markets, we may face difficulties in reallocating our products to other markets on favorable terms, and our business and financial performance may be adversely affected.
We may not be able to maintain rights to use blending formulas and brands supplied by ExxonMobil.
We, through our subsidiary CCL, are the exclusive manufacturer and distributor of lubricants products in Brazil based on formulas provided to us under a license from ExxonMobil under the Master Lubricants Agreement, which expires on December 1, 2018. We have also been granted a license to use the ExxonMobil brand to market fuels under the Fuels Trademark License Agreement, which expires on December 1, 2013. The termination of any of these licenses, or the failure by ExxonMobil to adequately maintain and protect its intellectual property rights, could materially and adversely affect our results of operations or could require significant unplanned investments by us if we are forced to develop or acquire alternative technology. In the future, it may be necessary or desirable to obtain other third-party technology licenses relating to one or more of our products or relating to current or future technologies to enhance our product offerings. However, we may not be able to obtain licensing rights to the needed technology or components on commercially reasonable terms or at all.
The expansion of our business through acquisitions and strategic alliances creates risks that may reduce the benefits we anticipate from these transactions.
We have grown substantially through acquisitions. We plan to continue to acquire, from time to time, other ethanol or sugar producers or facilities in Brazil or elsewhere that complement or expand our sugar and ethanol existing operations. Moreover, we plan to acquire and build, from time to time, fuel terminals, lubricant production assets, retail distribution stations and other assets that complement and expand our fuel and lubricants existing operations and also intend to expand our network of service stations through increased branding. We also may enter into strategic alliances to increase our competitiveness. However, our management is unable to predict whether or when any prospective acquisitions or strategic alliances will occur, or the likelihood of any particular transaction being completed on favorable terms and conditions. Our ability to continue to expand our business through acquisitions or alliances depends on many factors, including our ability to identify acquisitions or access capital markets on acceptable terms. Even if we are able to identify acquisition targets and obtain the necessary financing to make these acquisitions, we could financially overextend ourselves, especially if an acquisition is followed by a period of lower than projected ethanol and sugar prices.
Acquisitions, especially involving sizeable enterprises, may present financial, managerial and operational challenges, including diversion of management attention from existing business and difficulties in integrating operations and personnel. Any failure by us to integrate new businesses or manage any new alliances successfully could adversely affect our business and financial performance. Some of our major competitors may be pursuing growth through acquisitions and alliances, which may reduce the likelihood that we will be successful in completing acquisitions and alliances. In addition, any major acquisition we consider may be subject to antitrust and other regulatory approvals. We may not be successful in obtaining required approvals on a timely basis or at all.
Acquisitions also pose the risk that we may be exposed to successor liability relating to prior actions involving an acquired company, or contingent liabilities incurred before the acquisition. Due diligence conducted in connection with an acquisition, and any contractual guarantees or indemnities that we receive from sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition, such as labor- or environmental-related liabilities, could adversely affect our reputation and financial performance and reduce the benefits of the acquisition.
We have recently entered into definitive agreements with Shell for the creation of a proposed joint venture. See “Item 4. Information of the Company—A. History and Development of the Company—Acquisitions, Partnerships and Corporate Restructuring,” However, currently, we may not be able to estimate accurately the impact this event will have on our business. We will not be able to quantify the effects in our financial statements until after Shell’s financial information becomes public and both Shell and we provide information about the synergies expected with the creation of the joint venture. We cannot assure you that the joint venture will be successful nor can we predict its effects on our business.
A reduction in market demand for ethanol or a change in governmental policies that ethanol be added to gasoline may materially adversely affect our business.
Governmental authorities of several countries, including Brazil and certain states of the United States, currently require the use of ethanol as an additive to gasoline. Since 1997, the Brazilian Sugar and Alcohol Interministerial Council (Conselho Interministerial do Açúcar e Álcool) has set the percentage of anhydrous ethanol that must be used as an additive to gasoline (currently, at 25% by volume). Approximately one-half of all fuel ethanol in Brazil is used to fuel automobiles that run on a blend of anhydrous ethanol and gasoline; the remainder is used in either flex fuel vehicles or vehicles powered by hydrous ethanol alone. Five districts in China require the addition of 10% ethanol to gasoline. Japan is discussing the requirement the addition of 3% of ethanol to gasoline, increasing such requirement to 20% in 2030 and nine states and four union territories in India require the addition of 5% of ethanol to gasoline. Other countries have similar governmental policies requiring various blends of anhydrous ethanol and gasoline. In addition, flex fuel vehicles in Brazil are currently taxed at lower levels than gasoline-only vehicles, which has contributed to the increase in the production and sale of flex fuel vehicles. Any reduction in the percentage of ethanol required to be added to gasoline or increase in the levels at which flex fuel vehicles are taxed in Brazil, as well as growth in the demand for natural gas and other fuels as an alternative to ethanol, lower gasoline prices or an increase in gasoline consumption (versus ethanol), may cause demand for ethanol to decline and affect our business. In addition, ethanol prices are influenced by the supply and demand for gasoline; therefore, a reduction in oil prices resulting in a decrease in gasoline prices and an increase in gasoline consumption (versus ethanol), may have a material and adverse effect in our business.
Government policies and regulations affecting the agricultural and fuel sectors and related industries could adversely affect our operations and profitability.
Agricultural production and trade flows are significantly affected by Brazilian federal, state and local, as well as foreign, government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies and import and export restrictions on agricultural commodities and commodity products, may influence industry profitability, the planting of certain crops versus others, the uses of agricultural resources, the location and size of crop production, the trading levels for unprocessed versus processed commodities, and the volume and types of imports and exports.
Future government policies in Brazil and elsewhere may adversely affect the supply, and demand for, and prices of, our products or restrict our ability to do business in our existing and target markets, which could adversely affect our financial performance. Sugar prices, like the prices of many other staple goods in Brazil, were historically subject to controls imposed by the Brazilian government. Sugar prices in Brazil have not been subject to price controls since 1997. However, additional measures may be imposed in the future. In addition, our operations are currently concentrated in the State of São Paulo. Any changes affecting governmental policies and regulations regarding ethanol, sugar or sugarcane in the State of São Paulo may adversely affect our company.
In addition, petroleum and petroleum products have historically been subject of price controls in Brazil. Currently there is no legislation or regulation in force giving the Brazilian government power to set prices for petroleum, petroleum products, ethanol or NGV. However, given that Petrobras, the only supplier of oil-based
fuels in Brazil, is a state-controlled company, prices of petroleum and petroleum products are subject to government influence, resulting in potential inconsistencies between international prices and internal oil derivative prices that affect our business and our financials results, which are not linked to international prices.
We may not be successful in reducing operating costs and increasing operating efficiencies.
As part of our strategy, we continue to seek to reduce operating costs and increase operating efficiencies to improve our future financial performance. For example, we are purchasing new harvesters and increasing our mechanical harvesting with the goal of reducing sugarcane burning according to the Agri-Environmental Sugarcane Protocol. In areas that are suitable for the replacement of a manual harvest with a mechanical harvest, the burning of sugarcane must be reduced as follows: (1) 70% of the harvested area by 2010; and (2) 100% of the harvested area by 2014. For areas that do not technically allow the replacement of a manual harvest with a mechanical harvest, the burning of sugarcane must be reduced as follows: (1) 30% of the harvested area by 2010; and (2) 100% of the harvested area by 2017. We may not be able to achieve the cost savings that we expect to realize from this and other initiatives. Any failure to realize anticipated cost savings may adversely affect our competitiveness and financial performance.
We incur substantial costs to comply with environmental regulations and may be exposed to liabilities in the event we fail to comply with these regulations or as a result of our handling of hazardous materials.
We are subject to various Brazilian federal, state and local environmental protection and health and safety laws and regulations governing, among other matters:
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the generation, storage, handling, use and transportation of hazardous materials;
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the emission and discharge of hazardous materials into the ground, air or water; and
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the health and safety of our employees.
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We are also required to obtain permits from governmental authorities for certain aspects of our operations. These laws, regulations and permits often require us to purchase and install expensive pollution control equipment or to make operational changes to limit actual or potential impacts on the environment and/or health of our employees. Currently, we do not anticipate any material claims or liabilities resulting from a failure to comply with these laws and regulations. However, any violations of these laws and regulations or permit conditions can result in substantial fines, criminal sanctions, revocations of operating permits and/or shutdowns of our facilities.
Due to the possibility of changes to environmental regulations and other unanticipated developments, the amount and timing of future environmental expenditures may vary substantially from those currently anticipated. Under Brazilian environmental laws, we could be held strictly liable for all of the costs relating to any contamination at our or our predecessors’ current and former facilities and at third-party waste disposal sites used by us or any of our predecessors. We could also be held responsible for any and all consequences arising out of human exposure to hazardous substances, such as pesticides and herbicides, or other environmental damage.
We are party to a number of administrative and judicial proceedings for alleged failures to comply with environmental laws which may result in fines, shutdowns, or other adverse effects on our operations. We have not recorded any provisions or reserves for these proceedings as we do not currently believe that they will result in liabilities material to our business or financial performance. Our costs of complying with current and future environmental and health and safety laws, and our liabilities arising from past or future releases of, or exposure to, hazardous substances could adversely affect our business or financial performance.
Government laws and regulations governing the burning of sugarcane could have a material adverse impact on our business or financial performance.
Approximately 35% of our sugarcane is currently harvested by burning the crop, which removes leaves and destroys insects and other pests. The State of São Paulo and some local governments have established laws and regulations that limit our ability to burn sugarcane or that reduce and/or entirely prohibit the burning of sugarcane. We currently incur significant costs to comply with these laws and regulations, and there is a likelihood that increasingly stringent regulations relating to the burning of sugarcane will be imposed by the State of São Paulo and other governmental agencies in the near future. As a result, the costs to comply with existing or new laws or regulations are likely to increase, and, as a result, our ability to operate our own plants and harvest our sugarcane crops may be adversely affected.
Any failure to comply with these laws and regulations may subject us to legal and administrative actions. These actions can result in civil or criminal penalties, including a requirement to pay penalties or fines, which may range from R$50.00 to R$50,000 million (US$27.93 to US$27.930 million) and can be doubled or tripled in case of recidivism, an obligation to make capital and other expenditures or an obligation to materially change or cease some operations.
Adverse weather conditions may reduce the volume and sucrose content of sugarcane that we can cultivate and purchase in a given harvest, and we are affected by seasonality of the sugarcane growing cycle.
Our sugar production depends on the volume and sucrose content of the sugarcane that we cultivate or that is supplied to us by growers located in the vicinity of our mills. Crop yields and sucrose content depend primarily on weather conditions such as rainfall and temperature, which vary and may be influenced by global climate change. Weather conditions have historically caused volatility in the ethanol and sugar industries and, consequently, in our results of operations by causing crop failures or reduced harvests. Flood, drought or frost, which may be influenced by global climate change, can adversely affect the supply and pricing of the agricultural commodities that we sell and use in our business. Future weather patterns may reduce the amount of sugar or sugarcane that we can recover in a given harvest or its sucrose content. In addition, our business is subject to seasonal trends based on the sugarcane growing cycle in the Center-South region of Brazil. The annual sugarcane harvesting period in the Center-South region of Brazil begins in April/May and ends in November/December. This creates fluctuations in our inventory, usually peaking in November to cover sales between crop harvests (i.e., December through April), and a degree of seasonality in our gross profit, with ethanol and sugar sales significantly lower in the last quarter of the fiscal year. Seasonality and any reduction in the volumes of sugar recovered could have a material adverse effect on our business and financial performance.
We may be adversely affected by a shortage of sugarcane or by high sugarcane costs.
Sugarcane is our principal raw material used for the production of ethanol and sugar. In fiscal year 2010, sugarcane purchased from suppliers accounted for 53.4% of our total sugarcane crushed.. Historically, approximately 80% of the sugarcane purchased by us has been under medium- and long-term contracts with sugarcane growers, 5% on a spot basis and the remaining 15% from sugarcane growers with whom we have long-term relationships but no contractual arrangements. We generally enter into medium- and long-term supply contracts for periods varying from three and one-half to seven years. As of March 31, 2010, we also leased 437,698 hectares under 2,128 land lease contracts with an average term of five years. Any shortage in sugarcane supply or increase in sugarcane prices in the near future, including as a result of the termination of supply contracts or lease agreements representing a material reduction in the sugarcane available to us for processing or increase in sugarcane prices may adversely affect our business and financial performance.
We are exposed to the credit and other counterparty risk of our customers in the ordinary course of our business.
We have various credit terms with virtually all of our wholesale and retail industrial customers, and our customers have varying degrees of creditworthiness which exposes us to the risk of nonpayment or other default under our contracts and other arrangements with them. In the event that a significant number of material customers default on their payment obligations to us, our financial condition, results of operations or cash flows, could be materially and adversely affected.
Our business would be materially adversely affected if operations at our transportation, terminal and storage and distribution facilities experienced significant interruptions. Our business would also be materially adversely affected if the operations of our customers and suppliers experienced significant interruptions.
Our operations are dependent upon the uninterrupted operation of our terminal and storage facilities and various means of transportation. We are also dependent upon the uninterrupted operation of certain facilities owned or operated by our suppliers and customers. Operations at our facilities and at the facilities owned or operated by our suppliers and customers could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as:
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catastrophic events, including hurricanes;
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environmental remediation;
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labor difficulties; and
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disruptions in the supply of our products to our facilities or means of transportation.
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Any significant interruption at these facilities or inability to transport products to or from these facilities or to or from our customers for any reason would materially adversely affect our results of operations and cash flow.
Fire and other disasters could affect our agricultural and manufacturing properties, which would adversely affect our production volumes and, consequently, financial performance.
Our operations will be subject to risks affecting our agricultural properties and facilities, including fire potentially destroying some or our entire yield and facilities. In addition, our operations are subject to hazards associated with the manufacture of inflammable products and transportation of feed stocks and inflammable products. Our insurance coverage may not be sufficient to provide full protection against these types of casualties. Our Da Barra mill was responsible for approximately 12% of our total sugar production in the 2009/2010 harvest. Any material damage to our Da Barra mill would adversely affect our production volumes and, consequently, our financial performance.
Disease and pestilence may strike our crops which may result in destruction of a significant portion of our harvest.
Crop disease and pestilence can occur from time to time and have a devastating effect on our crops, potentially rendering useless or unusable all or a substantial portion of affected harvests. Even when only a portion of the crop is damaged, our business and financial performance could be adversely affected because we may have incurred a substantial portion of the production cost for the related harvest. The cost of treatment of crop disease tends to be high. Any serious incidents of crop disease or pestilence, and related costs, may adversely affect our production levels and, as a result, our net sales and overall financial performance.
Disruption of transportation and logistics services or insufficient investment in public infrastructure could adversely affect our operating results.
One of the principal disadvantages of Brazilian agriculture sector is that key growing regions lie far from major ports. As a result, efficient access to transportation infrastructure and ports is critical to the growth of Brazilian agriculture as a whole and of our operations in particular. As part of our business strategy, we are investing in areas where existing transportation infrastructure is under developed. Improvements in transportation infrastructure are likely to be required to make more agricultural production accessible to export terminals at competitive prices. A substantial portion of Brazilian agricultural production is currently transported by truck, a means of transportation significantly more expensive than the rail transportation available to U.S. and other international producers. Our dependence on truck transport may affect our position as low-cost producer, so that our ability to compete in world markets may be impaired.
Even though road and rail improvement projects have been considered for some areas of Brazil, and in some cases implemented, substantial investments are required for road and rail improvement projects, which may not be completed on a timely basis – if at all. Any delay or failure in developing infrastructure systems could hurt the demand for our products, impede our delivery of products or impose additional costs on us. We currently outsource the transportation and logistics services necessary to operate our business. Any disruption in these services could result in supply problems at our processing plants and impair our ability to deliver processed products to our customers in a timely manner. In addition, a natural disaster or other catastrophic event could result in disruption in regional transportation infrastructure systems affecting our third-party transportation providers.
We depend on third parties to provide our customers and us with facilities and services that are integral to our business.
We have entered into agreements with third-party contractors to provide facilities and services required for our operations, such as the transportation and storage of ethanol and sugar. The loss or expiration of our agreements with third-party contractors or our inability to renew these agreements or to negotiate new agreements with other providers at comparable rates could harm our business and financial performance. Our reliance on third parties to provide essential services on our behalf also gives us less control over the costs, efficiency, timeliness and quality of those services. Contractors’ negligence could compromise the safety of the transportation of ethanol from our production facilities to our export facilities. We expect to be dependent on such agreements for the foreseeable future, and if we enter any new market, we will need to have similar agreements in place.
Technological advances could affect demand for our products or require substantial capital expenditures for us to remain competitive.
The development and implementation of new technologies may result in a significant reduction in the costs of ethanol production. We cannot predict when new technologies may become available, the rate of acceptance of new technologies by our competitors or the costs associated with such new technologies. Advances in the development of alternatives to ethanol also could significantly reduce demand or eliminate the need for ethanol as a fuel oxygenate. Any advances in technology which require significant capital expenditures to remain competitive or which otherwise reduce demand for ethanol will have a material adverse effect on our business and financial performance.
Alternative sweeteners have negatively affected demand for our sugar products in Brazil and other countries.
We believe that the use of alternative sweeteners, especially artificial alternative sweeteners such as aspartame, saccharine and HFCS, has adversely affected the growth of the overall demand for sugar in Brazil and the rest of the world. Soft drink bottlers in many countries have switched from sugar to, or increased consumption of, alternative sweeteners. In addition, the use of alternative sweeteners by sugar consumers, including soft drink bottlers, may also reduce the demand for sugar in Brazil. A substantial decrease in sugar
consumption, or the increased use of alternative or artificial sweeteners, would decrease demand for our sugar products and could result in lower growth in our net sales and overall financial performance.
Our sugar and ethanol products are sold to a small number of customers which may be able to exercise significant bargaining power concerning pricing and other sale terms.
A substantial portion of our sugar and ethanol production is sold to a small number of customers that acquire large portions of our production and thus may be able to exercise significant bargaining power concerning pricing and other sale terms. In fiscal year 2010, four of our customers accounted for approximately 27% of our net sales of sugar. In the same fiscal year, five of our customers accounted for approximately 75% of our ethanol volume sold. In addition, intensive competition in the ethanol and sugar industries further increases the bargaining power of our customers.
Our subsidiary’s port concession is subject to termination by the granting authority.
We own and operate a sugar-loading terminal at the Port of Santos in the State of São Paulo through our subsidiary Rumo Logística S.A., or “Rumo Logística”. This port terminal is a result of the association of two previous terminals, Cosan Operadora Portuária S.A., or “Cosan Portuária”, and Teaçu Armazéns Gerais S.A., or “Teaçu” (previously owned by Nova América). The close proximity of our mills to the port enables us to benefit from lower transportation costs. Pursuant to the port concession agreement with the State of São Paulo’s Port Authority (Companhia de Docas do Estado de São Paulo – CODESP), or “CODESP,” Cosan Portuária’s concession to operate this terminal will expire on 2016, and it may be renewed for an additional 20 years if Cosan Portuária meets its obligations under the port concession agreement. We are already discussing with the CODESP the renewal of this concession, but we cannot provide assurances that we will be able to renew the concession at all or on favorable terms. The South Terminal concession (formerly Teaçu) was initially scheduled to expire in 2016, but has been extended until 2036. All port concessions may be unilaterally terminated by the granting authority prior to that time upon:
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expropriation of the port concession in the public interest;
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default by Rumo Logística in the performance of its obligations under the port concession agreement, including the payment of concession fees or failure to comply with other legal and regulatory obligations;
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Rumo Logística’s failure to comply with determinations by the granting authority; or
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bankruptcy or dissolution of Rumo Logística.
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Termination of the port concession agreement may adversely impact our transportation costs and the turn-around time for the export of our products as well as our revenues from service agreements related to our port facilities.
We may be adversely affected by unfavorable outcomes in pending legal proceedings.
We are involved in a significant number of tax, civil and labor proceedings, which we estimate involve claims against us totaling US$1,250.3 million, and as to which, at March 31, 2010, we recorded a provision totaling US$294.6 million, net of judicial deposits totaling US$94.1 million. We cannot predict whether we will prevail in these or other proceedings, or whether we will have to pay significant amounts, including penalties and interest, as payment for our liabilities, which would materially and adversely impact our business and financial performance.
Funding, especially on terms acceptable to us, may not be available to meet our future capital needs.
Global market and economic conditions have been, and continue to be, disruptive and volatile. The debt capital markets have been impacted by significant write-offs in the financial services sector and the re-pricing of credit risk, among other things. These events have negatively affected general economic conditions. In
particular, the cost of raising money in the debt capital markets has increased substantially while the availability of funds from those markets has diminished significantly. Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders and institutional investors have increased interest rates, enacted tighter lending standards and reduced and, in some cases, ceased to provide funding to borrowers on commercially reasonable terms or at all.
If funding is not available when needed, or is available only on unfavorable terms, meeting our capital needs or otherwise taking advantage of business opportunities or responding to competitive pressures may become challenging, which could have a material and adverse effect on our revenue and results of operations.
Our subsidiary Rumo Logistica may not obtain the expected return of the contracts with ALL.
Our indirect subsidiary Rumo Logística entered into long term contracts with ALL – América Latina Logística S.A., or “ALL”, providing that Rumo Logística will make investments to expand ALL’s rail transport capacity in exchange for ALL transporting raw sugar and other derivatives. The contracts provide that Rumo Logística will invest approximately R$1.2 billion in a rail transport system, to be supported by ALL’s operations, with investments in (1) the duplication, expansion and improvements to the railway line and the yards in the Bauru-Santos/São Paulo railway corridor, sharply increasing its operating capacity; (2) the acquisition of locomotives and hopper railcars; and (3) the construction and expansion of terminals. In return, ALL will provide transport services, guaranteeing (1) a minimum volume curve; (2) competitive tariffs in comparison with road transport; (3) management of locomotive and wagon suppliers; and (4) payment of rent on equipment in proportion to the actual volume of the product transported. In the event Rumo Logística is not able to originate the volume of sugar to the transported, we may not receive the contractual fees, which could impact negatively the return of invested capital.
The production of lubricants and the storage and transportation of fuel products, lubricant products are inherently hazardous.
The complex manufacturing operations we perform at our Lubricants Oil Blending Plant, or LOBP, involve a variety of safety and other operating risks, including the handling, production, storage and transportation of toxic materials. These risks could result in personal injury and death, severe damage to or destruction of property and equipment and environmental damage. A material accident at one of our plants, service stations or storage facilities could force us to suspend our operations and result in significant remediation costs and lost revenue. In addition, insurance proceeds, if available, may not be received on a timely basis and may be insufficient to cover all losses, including lost profit. Equipment breakdowns, natural disasters, and delays in obtaining supplies or required replacement parts or equipment could also materially adversely affect our manufacturing operations and consequently our results of operations.
We are not insured against business interruption for our Brazilian operations and most of our assets are not insured against war or sabotage. In addition, our insurance coverage may be inadequate to cover all losses and/or liabilities that may be incurred in our operations.
We do not maintain coverage for business interruptions of any nature for our Brazilian operations, including business interruptions caused by labor disruptions. If, for instance, our workers were to strike, the resulting work stoppages could have a material and adverse effect on us. In addition, we do not insure most of our assets against war or sabotage. Therefore, an attack or an operational incident causing an interruption of our business could have a material and adverse effect on our financial condition or results of operations. Our operations are subject to a number of hazards and risks. We maintain insurance at levels that are customary in our industry to protect against these liabilities; however, our insurance may not be adequate to cover all losses or liabilities that might be incurred in our operations. Moreover, we will be subject to the risk that we may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. If we were to incur a significant liability for which we were not fully insured, it could have a materially adverse effect on our business, financial condition and results of operations.
We are highly dependent on our chairman and other members of our management to develop and implement our strategy and to oversee our operations.
We are dependent upon Mr. Rubens Ometto Silveira Mello, our chairman, other members of senior management and certain members of our board of directors, especially with respect to business planning, strategy and operations. If any of these key members of our management leaves our company, our business and financial performance may be negatively affected. Our business is particularly dependent on Mr. Rubens Ometto Silveira Mello, who is also our controlling shareholder. We currently do not carry any key man insurance.
We are indirectly controlled by a single individual who has the power to control us and all of our subsidiaries.
Mr. Rubens Ometto Silveira Mello, our controlling shareholder and chairman, has the power to indirectly control us, including the power to:
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elect a majority of our directors and appoint our executive officers, set our management policies and exercise overall control over our company and subsidiaries;
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agree to sell or otherwise transfer his controlling stake in our company; and
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determine the outcome of substantially all actions requiring shareholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets, and dividends.
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Our class B common shares have ten votes per share and our class A common shares have one vote per share. Currently, because of our share capital structure, our controlling shareholder is able to control substantially all matters submitted to our shareholders for a vote or approval even if the controlling shareholder comes to own less than 50% of the issued and outstanding share capital in the company. The concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our shareholders do not view as beneficial. As a result, the market price of our class A common shares could be adversely affected.
We may face conflicts of interest in transactions with related parties.
We engage in business and financial transactions with our controlling shareholder and other shareholders that may create conflicts of interest between our company and these shareholders. For example, we enter into land leasing agreements with our affiliates, including Amaralina Agrícola Ltda., or “Amaralina”, Santa Bárbara Agrícola S.A., or “Santa Bárbara” and São Francisco S.A., or “São Francisco”. The accounts payable balances result mainly from the lease of agriculture land, which are at prices and on terms equivalent to the average terms and prices of transactions that we enter into with third parties. Commercial and financial transactions between our affiliates and us, even on if entered into on an arm’s length basis, create the potential for, or could result in, conflicts of interests.
Risks Related To Brazil
Brazilian economic, political and other conditions, and Brazilian government policies or actions in response to these conditions, may negatively affect our business and financial performance and the market price of our class A common shares.
The Brazilian economy has been characterized by frequent and occasionally extensive intervention by the Brazilian government and unstable economic cycles. The Brazilian government has often changed monetary, taxation, credit, tariff and other policies to influence the course of Brazil’s economy. For example, the government’s actions to control inflation have at times involved setting wage and price controls, blocking access to bank accounts, imposing exchange controls and limiting imports into Brazil. We have no control over, and cannot predict, what policies or actions the Brazilian government may take in the future.
Our business, financial performance and prospects, as well as the market prices of our class A common shares, may be adversely affected by, among others, the following factors:
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exchange rate movements;
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exchange control policies;
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expansion or contraction of the Brazilian economy, as measured by rates of growth in gross domestic product, or “GDP”;
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inflation;
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tax policies;
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other economic, political, diplomatic and social developments in or affecting Brazil;
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interest rates;
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liquidity of domestic capital and lending markets; and
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social and political instability.
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These factors, as well as uncertainty over whether the Brazilian government may implement changes in policy or regulations relating to these factors, may adversely affect us and our business and financial performance and the market price of our class A common shares.
Cosan generally invoices its sales in Brazilian reais, but a substantial portion of Cosan’s net sales are from export sales that are billed in U.S. dollars. At the same time, the majority of Cosan’s costs are denominated in reais. As a result, our operating margins are negatively affected when there is an appreciation of the real to the U.S. dollar. Additionally, we have indebtedness with fixed and floating rates, and we are thus exposed to the risk of fluctuations in interest rates. If there is an increase in interest rates, our financial results may be affected.
Inflation and government measures to curb inflation, may adversely affect the Brazilian economy, the Brazilian securities market, our business and operations and the market prices of our class A common shares.
At times in the past, Brazil has experienced high rates of inflation. According to the General Market Price Index (Índice Geral de Preços – Mercado), or “IGP-M”, a general price inflation index, the inflation rates in Brazil were 12.4% in 2004, 1.2% in 2005, 3.8% in 2006, 7.7% in 2007, 9.8% in 2008 and deflation of 1.71% in 2009. In addition, according to the National Extended Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or “IPCA”, published by the IBGE, the Brazilian price inflation rates were 7.6% in 2004, 5.7% in 2005, 3.1% in 2006, 4.5% in 2007, 5.9% in 2008, and 4.3% in 2009. The Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting availability of credit and reducing economic growth. Inflation, actions to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets.
Brazil may experience high levels of inflation in future periods. Periods of higher inflation may slow the rate of growth of the Brazilian economy, which could lead to reduced demand for our products in Brazil and decreased net sales. Inflation is also likely to increase some of our costs and expenses, which we may not be able to pass on to our customers and, as a result, may reduce our profit margins and net income. In addition, high inflation generally leads to higher domestic interest rates, and, as a result, the costs of servicing any floating-rate real-denominated debt may increase, resulting in lower net income. Inflation and its effect on domestic interest rates can, in addition, lead to reduced liquidity in the domestic capital and lending markets, which could affect our ability to refinance our indebtedness in those markets. Any decline in our net sales or net income and any deterioration in our financial performance would also likely lead to a decline in the market price of our class A common shares.
Our reporting currency is the U.S. dollar but a substantial portion of our sales is in Brazilian reais, so that exchange rate movements may increase our financial expenses and negatively affect our profitability.
Cosan generally invoices its sales in Brazilian reais, but reports results in U.S. dollars. The results of Cosan and our other Brazilian subsidiaries are translated from reais into U.S. dollars upon consolidation. When the U.S. dollar strengthens against other currencies, our net sales and net income may decrease.
Significant volatility in the value of the real in relation to the U.S. dollar could harm our ability to meet our U.S. dollar-denominated liabilities.
The Brazilian currency has historically suffered frequent devaluations. In the past, the Brazilian government has implemented various economic plans and exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. There have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies. In fiscal year 2004, the real devalued slightly by 1.9%, ending at R$2.945 per US$1.00. In fiscal year 2005, the real ended at R$2.531 per US$1.00, which represented a 14.0% appreciation. In fiscal year 2006, the real appreciated by 17.5%, ending at R$2.089 per US$1.00. In fiscal year 2007, the real appreciated by 2.6%, ending at R$2.034 per US$1.00. In fiscal year 2008, the real appreciated by 20.5%, closing at R$1.687 per US$1.00. In transition fiscal year 2009, the real devalued by 37.2%, closing at R$2.315 per US$1.00. In fiscal year 2010, the real depreciated by 23.1%, closing at R$1.781 per US$1.00 on March 31, 2010.
Because Cosan generally invoices its sales in Brazilian reais, devaluation of the real against foreign currencies may generate losses in our foreign currency-denominated liabilities as well as an increase in our funding costs with a negative impact on our ability to finance our operations through access to the international capital markets and on the market value of the class A common shares. A strengthening of the real in relation to the U.S. dollar generally has the opposite effect. Further devaluations of the Brazilian currency may occur and impact our business in the future. These foreign exchange and monetary gains or losses can be substantial, which can significantly impact our earnings from one period to the next. In addition, depreciation of the real relative to the U.S. dollar could (1) result in additional inflationary pressures in Brazil by generally increasing the price of imported products and services and requiring recessionary government policies to curb demand and (2) weaken investor confidence in Brazil and reduce the market price of the class A common shares. On the other hand, further appreciation of the real against the U.S. dollar may lead to a deterioration of the country’s current account and the balance of payments and may dampen export-driven growth.
Because a substantial portion of Cosan’s indebtedness is, and will continue to be, denominated in or indexed to the U.S. dollar, our foreign currency exposure related to Cosan’s indebtedness as of March 31, 2010 was US$1,717 million. We manage a portion of our exchange rate risk through foreign currency derivative instruments, but our foreign currency debt obligations are not completely hedged. In addition, a devaluation of the real would effectively increase the interest expense in respect of our U.S. dollar-denominated debt.
Changes in tax laws may increase our tax burden and, as a result, adversely affect our profitability.
The Brazilian government regularly implements changes to tax regimes that may increase the tax burden on Cosan and its customers. These changes include modifications in the rate of assessments and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. In April 2003, the Brazilian government presented a tax reform proposal, which was mainly designed to simplify tax assessments, to avoid internal disputes within and between the Brazilian states and municipalities, and to
redistribute tax revenues. The tax reform proposal provided for changes in the rules governing the federal Social Integration Program (Programa de Integração Social), or “PIS”, the federal Contribution for Social Security Financing (Contribuição para Financiamento da Seguridade Social), or “COFINS”, the federal Tax on Bank Account Transactions (Contribuição Provisória sobre Movimentação ou Transmissão de Valores e de Créditos e Direitos de Natureza Financeira), or “CPMF”, the state Tax on the Circulation of Merchandise and Services (Imposto Sobre a Circulação de Mercadorias e Serviços), or “ICMS”, and some other taxes. The effects of these proposed tax reform measures and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified. Moreover, as a measure to avoid unfair competitive practices in the ethanol business, the federal government has recently enacted Law No. 11,727/08. According to this new law, the collection of PIS and COFINS has shifted from the distributors to distilleries, thereby increasing the burden of these taxes collected at the distilleries from 25% to 40%. The law further requires the installation of flow meters at distilleries to control the output of ethanol. Some of these measures may result in increases in our overall tax burden, which could negatively affect our overall financial performance.
Risks Related to our Common Shares
We are a Bermuda company, and it may be difficult for you to enforce judgments against us or our directors and executive officers.
We are a Bermuda exempted company, so that the rights of holders of our shares will be governed by Bermuda law and our bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. All of our directors and some of the experts referred to in this annual report are not citizens or residents of the United States, and all of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. federal or state securities laws. We have been advised by our Bermuda counsel, Attride-Stirling & Woloniecki, that uncertainty exists as to whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions. The United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on U.S. federal or state securities laws, may not necessarily be enforceable in Bermuda.
Bermuda law differs from the laws in effect in the United States and Brazil and may afford less protection to shareholders.
Our shareholders may have more difficulty protecting their interests than shareholders of a company incorporated in the United States or Brazil. As a Bermuda company, we are governed by the Companies Act 1981. The Companies Act 1981 differs in material respects from laws generally applicable to U.S. or Brazilian corporations and their shareholders, including the provisions relating to interested directors, amalgamations, takeovers, shareholder lawsuits and indemnification of directors.
Under Bermuda law, directors and officers of a company generally owe fiduciary duties to the company and not to individual shareholders. Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts may, however, in certain circumstances permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for example, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. The Companies Act 1981 imposes a duty on directors and officers to act honestly and in good faith with a view to the best interests of the company and to exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances. Directors of a Bermuda company have a duty to
avoid conflicts of interest. However, if a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, our bye-laws provide that such director is entitled to be counted for quorum purposes, but may not vote in respect of any such contract or arrangement in which he or she is interested. In addition, the rights of our shareholders and the fiduciary responsibilities of our directors under the Companies Act 1981 are not as clearly established as under statutes or judicial precedent in jurisdictions in the United States, particularly in the State of Delaware.
Provisions in our bye-laws may discourage takeovers, which could affect the return on the investment of our shareholders.
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide, among other things, for:
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a classified board of directors with staggered three-year terms;
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restrictions on the time period in which directors may be nominated;
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the affirmative vote of a majority of our directors in office and the resolution of the shareholders passed by a majority of votes cast at a general meeting or, if not approved by a majority of the directors in office, the resolution of the shareholders at a general meeting passed by 66- 2/3% of all votes attaching to all shares then in issue for amalgamation and other business combination transactions; and
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the tag-along rights described under “Item 10. Additional Information—B. Memorandum and Bye-laws—Description of Share Capital—Tag-along Rights”.
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These bye-laws provisions could deter a third party from seeking to acquire us, even if the third party’s offer may be considered beneficial by many shareholders.
As a holding company, we may face limitations on our ability to receive distributions from our subsidiaries.
We conduct all of our operations through subsidiaries and are dependent upon dividends or other intercompany transfers of funds from our subsidiaries to meet our obligations. For example, Brazilian law permits the Brazilian government to impose temporary restrictions on conversions of Brazilian currency into foreign currencies and on remittances to foreign investors of proceeds from their investments in Brazil, whenever there is a serious imbalance in Brazil’s balance of payments or there are reasons to expect a pending serious imbalance. The Brazilian government last imposed remittance restrictions for approximately six months in 1989 and early 1990. The Brazilian government may take similar measures in the future. Any imposition of restrictions on conversions and remittances could hinder or prevent us from converting into U.S. dollars or other foreign currencies and remitting abroad dividends, distributions or the proceeds from any sale in Brazil of common shares of our Brazilian subsidiaries. We currently conduct all of our operations through our Brazilian subsidiaries. As a result, any imposition of exchange controls restrictions could reduce the market prices of the class A common shares.
Our bye-laws restrict shareholders from bringing legal action against our directors and officers and also provide our directors and officers with indemnification from their actions and omissions, although such indemnification for liabilities under the Securities Act is unenforceable in the United States.
Our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty. Our bye-laws also indemnify our directors and officers in respect of their actions and omissions, except in respect of their fraud or dishonesty. The indemnification provided in our bye-laws is not exclusive of other indemnification rights to which a director or officer may be
entitled, provided these rights do not extend to his or her fraud or dishonesty. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we understand that, in the opinion of the staff of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable in the United States.
The sale, or issuance, of a significant number of our common shares may adversely affect the market value of our class A common shares.
The sale of a significant number of our common shares, or the perception that such a sale could occur, may adversely affect the market price of our class A common shares. We have an authorized share capital of 1,000,000,000 class A common shares and 188,886,360 class B common shares, of which 174,355,341 class A common shares are issued and outstanding and 96,332,044 class B series 1 common shares are issued and outstanding as of March 31, 2010. In accordance with lock-up agreements, holders of our class B common shares have agreed, subject to limited exceptions, not to offer, sell, transfer, or dispose in any other way, directly or indirectly before August 16, 2010 less than all of the class B common shares that they own. After the end of such lock-up period, such previously restricted class B common shares may be traded freely.
Our bye-laws establish that our board of directors is authorized to issue any of our authorized, but unissued share capital. Our shareholders at a shareholders general meeting may authorize the increase of our authorized share capital. As a result, we will be able to issue a substantial number of new shares after the lock-up period, which, if we decided to do so, could dilute the participation of our shareholders in our share capital.
Actual dividends paid on our shares may not be consistent with the dividend policy adopted by our board of directors.
Our board of directors will adopt a dividend policy that provides, subject to Bermuda law, for the payment of dividends to shareholders equal to approximately 25% of our annual consolidated net income (as calculated in accordance with U.S. GAAP). Our board of directors may, in its discretion and for any reason, amend or repeal this dividend policy. Our board of directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to our common shares, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, distribution of dividends made by our subsidiaries, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant.
Cosan has a dividend policy that is similar to that of our company, although the net income is calculated in accordance with Brazilian GAAP (subject to certain adjustments mandated by Brazilian corporate law). Because Brazilian GAAP differs in significant respects from U.S. GAAP, Cosan’s dividends to us may be lower than the corresponding amounts under our dividend policy, which is based upon net income under U.S. GAAP. Accordingly, we may not be able to pay the dividends anticipated under our dividend policy in the event that Cosan’s net income under Brazilian GAAP is substantially lower than our net income under U.S. GAAP.
To the extent we pay dividends to our shareholders, we will have less capital available to meet our future liquidity needs.
Our business strategy contemplates substantial growth over the next several years, and we expect that such growth will require considerable liquidity. To the extent that we pay dividends in accordance with our dividend policy, the amounts distributed to our shareholders will not be available to us to fund future growth and meet our other liquidity needs.
We may require additional funds in the future, which may not be available or which may result in dilution of the interests of shareholders in our company.
We may need to issue debt or equity securities in order to obtain additional public or private financing. The securities that we issue may have rights, preferences and privileges senior to those of our shares. If we decide to raise additional capital through an offering of common shares, the participation of our shareholders in our share capital may be diluted. Moreover, additional funding that may be required in the future may not be available under favorable terms.
The price of our class A common shares is subject to volatility.
The market price of our class A common shares could be subject to significant fluctuations due to various factors, including actual or anticipated fluctuations in our financial performance, losses of key personnel, economic downturns, political events in Brazil or other jurisdictions in which we operate, developments affecting the ethanol and sugar industries, changes in financial estimates by securities analysts, the introduction of new products or technologies by us or our competitors, or our failure to meet expectations of analysts or investors.
We are a limited liability exempted company incorporated under the laws of Bermuda on April 30, 2007 for an indefinite term. We are registered with the Registrar of Companies in Bermuda under registration number EC 39981. Our registered office is located at Crawford House, 50 Cedar Avenue, Hamilton HM11, Bermuda. Our principal executive office is located at Av. Juscelino Kubitschek, 1726 – 6th floor, São Paulo – SP, Brazil and our general telephone and fax numbers are 55 11 3897-9797 and 55 11 3897-9799, respectively.
The objects of our business are set forth in our memorandum of association and provide that we have unrestricted objects and powers and rights including to:
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import, export, produce and sell ethanol, sugar, sugarcane and other sugar by-products;
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distribute and sell fuel and other fuel by-products;
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produce and market electricity, steam and other co-generation by-products;
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render technical services related to the activities mentioned above; and
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hold equity interests in other companies.
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Our history dates back to 1936 when the Costa Pinto mill was established by the Ometto family in the city of Piracicaba in the State of São Paulo, with annual sugarcane crushing capacity of 4.0 million tons. Beginning in the mid 1980s, we began to expand our operations through the acquisition of various milling facilities in the State of São Paulo. In 1986, Usina Santa Helena and Usina São Francisco became part of Cosan, with annual sugarcane crushing capacity of 2.1 and 1.4 million tons, respectively. In 1988, Usina Ipaussu added an extra 2.0 million tons of annual sugarcane processing capacity. In 1996, we were granted a concession from the Brazilian government for the construction, development and operation of a sugar-loading terminal at the Port of Santos, currently managed by our subsidiary Cosan Portuária. In 1998, Usina Diamante and Usina da Serra became part of our group, with annual sugarcane crushing capacity of 2.0 and 1.8 million tons, respectively.
In February 2000, Cosan’s then shareholders approved an increase in the share capital of Irmãos Franceschi Agrícola Industrial e Comercial Ltda., Cosan’s predecessor company, in exchange for the contribution to Cosan of the Costa Pinto, Santa Helena, São Francisco and Tamandupá mills. As a result, Cosan
became a corporation and changed its name to Cosan S.A. Indústria e Comércio. Since 2000, we have expanded our operations primarily through acquisitions, partnerships and corporate restructurings, taking strategic advantage of the deregulation of the sugar industry in Brazil.
Our operating activities are carried out primarily through Cosan, Cosan Alimentos S.A. (formerly known as Nova América S.A. – Agroenergia) and Cosan Açúcar e Álcool S.A., or CAA, (formerly known as Usina Da Barra S.A. Açúcar e Álcool, or Da Barra). We also operate a sugar port terminal at the Port of Santos through Rumo Logística and own a 66.67% interest in an ethanol terminal also located at the Port of Santos named TEAS. We currently operate 23 mills, two of which are leased from third parties (Junqueira and Dois Corregos) under operating leases. One of these mills incurs lease payments that are based on a percentage of its sales.
Acquisitions, Partnerships and Corporate Restructurings
Since May 2004, we have expanded our annual sugarcane crushing capacity by 102.8% from approximately 24.8 million tons to approximately 60 million tons as of March 31, 2010, primarily through acquisitions, partnerships and corporate restructurings (after the completion of the Nova América acquisition, on June 18, 2009 we added approximately 10.6 million tons to our sugarcane crushing capacity). As a result of these acquisitions, partnerships and corporate restructurings, our net sales and gross profit have increased significantly.
Our principal acquisitions, partnerships and corporate restructurings since May 2004 consist of the following:
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In December 2004, Cosan acquired, through FBA, controlling interests in the Destivale Group (which consists of Destilaria Vale do Tietê, or “Destivale”, Destiagro Destivale Agropecuária Ltda., or “Destiagro”, Agrícola Destivale Ltda., or “Agrícola Destivale”, and Auto Posto Destivale Ltda., or “Auto Posto Destivale”) for an aggregate purchase price of US$36.7 million. The Destivale Group has 1.0 million tons of sugarcane crushing capacity. In March 2006, Destivale and Destiagro were merged into Corona.
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In May 2005, Cosan acquired from Tereos do Brasil Participações Ltda. and Sucden Investimentos S.A., for US$100.9 million the remaining 52.5% of the outstanding shares of FBA, generating goodwill in the amount of US$32.9 million.
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In July 2005, Cosan transferred all of its ownership interest in Amaralina to Cosan’s shareholders, valued at US$118.6 million.
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In December 2005, Cosan indirectly acquired 100% of the common shares of Mundial, and of Alcomira S.A. The purchase price was US$29.2 million in cash plus the assumption of certain existing liabilities of Mundial in an amount of US$23.0 million. Cosan recorded US$52.2 million in goodwill related to this acquisition. At the time of the acquisition, Mundial was located in Mirandópolis, São Paulo, and had an annual sugarcane crushing capacity of approximately 1.3 million tons of sugarcane.
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In February 2006, Cosan purchased all of the equity capital of Corona from Aguassanta Comercial Exportadora e Importadora S.A., or “Aguassanta Comercial” (a company indirectly controlled by our chairman), S.A. Fluxo Comércio e Assessoria Internacional, or “Fluxo” and certain individuals, for
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US$180.6 million (generating goodwill in an aggregate amount of US$196.4 million, due to liabilities assumed in an aggregate amount of US$15.9 million). Corona owns approximately 14,500 hectares of land located in the Ribeirão Preto region in the State of São Paulo and two mills (Bonfim and Tamoio) with a total annual sugarcane crushing capacity of approximately 6.0 million tons.
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In March 2006, Cosan merged Usina da Barra S.A.—Açúcar e Álcool, and FBA, among other subsidiaries, into Corona and changed Corona’s name to Usina da Barra S.A.—Açúcar e Álcool, currently CAA.
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In April 2006, Cosan acquired controlling interests in Bom Retiro for an aggregate purchase price of US$51.1 million (generating goodwill in an aggregate amount of US$16.4 million). At the time of the acquisition, Bom Retiro owned one mill (Bom Retiro) with an annual sugarcane crushing capacity of 1.2 million tons.
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In October 2006, Mundial and Bom Retiro, among other subsidiaries, merged into Cosan.
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In February 2007, Usina da Barra merged into Danco Participações S.A., having its corporate name changed to Usina da Barra S.A.—Açúcar e Álcool, currently CAA.
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In April 2007, Cosan, together with São Martinho S.A. and Santa Cruz S.A. Açúcar e Álcool acquired Usina Santa Luiza and Agropecuária Aquidaban Ltda. for an aggregate purchase price of US$112.0 million, of which US$39.4 million was paid by Cosan. The acquisition was carried out through Etanol Participações S.A., a holding company formed by Usina São Martinho S.A. (a wholly-owned subsidiary of São Martinho S.A.), Cosan and Santa Cruz S.A. Açúcar e Álcool, with respective interests of 41.67%, 33.33% and 25.00%, and which will be managed on a joint basis, with representatives of each shareholder on the board of directors and the executive board. Usina Santa Luiza is located in the City of Motuca, in the State of São Paulo.
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In August 2007:
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Aguassanta Participações S.A., or “Aguassanta” and Usina Costa Pinto S.A. Açúcar e Álcool, or “Costa Pinto”, controlling shareholders of Cosan and both indirectly controlled by our chairman, Mr. Rubens Ometto Silveira Mello, contributed their common shares of Cosan to us in exchange for 96,332,044 of our class B series 1 common shares. The common shares contributed to us by Aguassanta and Costa Pinto consist of 96,332,044 common shares of Cosan, representing 51.0% of Cosan’s outstanding common shares; and
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Aguassanta then contributed our class B series 1 common shares to Queluz Holdings Limited, its newly created British Virgin Islands subsidiary, which is also indirectly controlled by our chairman, Mr. Rubens Ometto Silveira Mello, in a manner that resulted in Queluz Holdings Limited and Costa Pinto being our direct shareholders. As a result we currently own 96,332,044 common shares of Cosan, representing 51.0% of Cosan’s outstanding common shares.
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We completed our initial public offering and listed our class A common shares on the NYSE. We received US$1.1 billion, net of directly attributable costs, in aggregate proceeds from the initial public offering.
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In December 2007:
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Cosan contributed to the capital stock of its controlled entity Usina da Barra S.A., shares representing 33.33% of the capital stock of Etanol Participações S.A.
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Cosan’s shareholders approved a capital increase in the amount of 82,700,000 common shares. The results of the capital increase were announced on January 23, 2008. Minority shareholders subscribed for a total of 26,092,604 common shares and Cosan Limited subscribed for a total of 56,607,396 shares.
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On February 14, 2008, Cosan acquired 100% of the capital stock of Benálcool Açúcar e Álcool S.A. for US$42.7 million. Cosan recorded US$88.1 million in goodwill related to this acquisition. The purchase price was paid in cash by Cosan. The principal asset of Usina Benálcool is its sugarcane and alcohol mill, which has an annual processing capacity of approximately 1.3 million tons of sugarcane. Usina Benálcool is located in the Araçatuba region, where Cosan already has four other operational units. With this acquisition, Cosan has increased its presence in an important production region.
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On April 23, 2008, Cosan entered into an agreement with Exxon, for the acquisition of 100% of the capital of Esso Brasileira de Petróleo Ltda. and its subsidiaries, or “Essobrás”, a distributor and seller of fuels and producer and seller of lubricants and specialty petroleum products of ExxonMobil in Brazil. On December 1, 2008, Cosan completed the acquisition of all of the outstanding shares of Essobrás for a purchase price of approximately US$715 million and assumed debts in the amount of US$175 million. On January 16, 2009 the corporate name of Essobrás was changed to Cosan Combustíveis e Lubrificantes S.A. At the time of the acquisition, CCL had a distribution network of more than 1,500 stations in Brazil and 40 fuel distribution centers. Additionally, CCL registered annual sales of more than 5 billion liters of ethanol, gasoline and diesel, 160 million cubic meters of VNG and 127,000 cubic meters of lubricants produced at our plant in Rio de Janeiro, which will continue to offer products under the Esso and Mobil brands, developed using Exxon’s global technology. With this acquisition, we expanded our business model to become the first integrated renewable energy company in the world, with operations ranging from sugarcane cultivation to fuel distribution and sales in the retail market.
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On August 28, 2008, Cosan announced the incorporation of a new subsidiary named Radar Propriedades Agrícolas S.A., or “Radar”, which makes real estate investments in Brazil identifying and acquiring rural properties with high appreciation potential for subsequent leasing and/or sale. Cosan currently holds 18.9% of Radar. Cosan initially invested US$35 million and the other investors US$150 million. Furthermore, the parties have committed to invest an amount equal to US dollar equivalent of the Brazilian reais amount initially invested, which should only be disbursed when approximately 50% of the initial capital contribution has been invested. Cosan has the right to exercise significant influence on Radar’s operations and, therefore, the investment is accounted using the equity method.
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In October 2008, a private subscription was announced involving US$50 million by the controlling shareholder, Mr. Rubens Ometto Silveira Mello, and up to US$150 million by the funds managed by Gávea Investimentos Ltda., at US$4.50 per class A share or BDR subscribed. The offering was extended to all class A share or BDR holders, as permitted by applicable law. The offering was concluded on October 27, 2008. As a result, Mr. Rubens Ometto Silveira Mello holds 41.5% of our total capital and 86.1% of our voting capital.
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On April 9, 2009, Cosan and Rezende Barbosa, concluded the port terminals combination of Cosan and Teaçu, a subsidiary of Rezende Barbosa. As a result, Cosan, through its subsidiary Novo Rumo acquired 100% of the outstanding shares of Teaçu for R$121 million (US$53.0 million) and shares representing 28.82% of Novo Rumo’s capital. Teaçu holds a port concession in the City of Santos and operates a terminal dedicated to exporting sugar and other agricultural products. As a result of the transaction, Cosan’s indirect participation in Novo Rumo’s capital is of 71.18%.
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On June 17, 2009, Cosanpar Participações S.A., or Cosanpar, a wholly-owned subsidiary of Cosan, sold to Shell Brasil Ltda. its equity interest in Jacta Participações S.A., or “Jacta”, a distributor of aviation fuel that was part of Essobras. Cosanpar received R$115.6 million (US$59.2 million) from the sale.
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On June 18, 2009, Cosan entered into an agreement with Rezende Barbosa to acquire 100% of the outstanding shares of Curupay S.A. Participações, or “Curupay”. The acquisition was carried out through the merger of Curupay into Cosan resulting in the issuance by Cosan of 44,300,389 new common shares, representing 11.89% of its corporate capital on June 18, 2009, fully subscribed and paid-in by Rezende Barbosa. The 11.89% reflects the interest acquired by Rezende Barbosa in Cosan’s capital. The total amount of Cosan’s capital increase was US$170 million, related to this transaction.
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The principal investment of Curupay was the ownership of 100% of the outstanding shares of Nova América S.A. Agroenergia, or “Nova América”. Nova América is a producer of sugar, ethanol and energy co-generation which also operates in trading and logistics. The assets acquired include the non-controlling interest in Novo Rumo representing 28.82% of its outstanding shares which were issued in the Teaçu acquisition, and 100% of the outstanding shares of two operating companies, Nova América S.A. Trading and Nova América S.A. Agroenergia, and the “União” brand, which is the leading sugar brand in Brazil. Nova América is a producer of sugar, ethanol and energy co-generation and also operates in trading and logistics.
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On August 25, 2010, we successfully concluded negotiations with Shell and entered into definitive agreements for the creation of a proposed joint venture. The formation of the joint venture is expected to occur in the first half of 2011 and is subject to customary closing conditions and receipt of required regulatory approval. The combined assets of the joint venture would result in an estimated enterprise value of US$12 billion. Cosan and its subsidiaries would contribute their sugar and ethanol businesses, their energy co-generation business, their fuel distribution and retail fuels businesses and their ethanol logistics assets and would transfer net debt of approximately US$2.5 billion to the joint venture. Cosan and its subsidiaries would transfer additional debt of up to R$500 million from BNDES currently used for capital expenditures relating to the sugar and ethanol business from March 31, 2010 through the closing of the transaction. Shell and its affiliates would contribute their Brazilian fuel distribution and retail businesses, their Brazilian aviation fuels business, their beneficial interest in two companies (Iogen and Codexis) involved in the research and development of biomass fuel, including ethanol and a capital contribution resulting in cash proceeds to the proposed joint venture of approximately US$1.6 billion. See “Item 10. Additional Information — C. Material Contracts.”
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The joint venture would consist of three separate legal entities: the Sugar & Ethanol joint venture would carry out the production of sugar and ethanol and co-generation activities; and the Downstream joint venture would carry out the supply, distribution and sale of fuels in Brazil; and the Management joint venture would facilitate the building of a unified corporate culture. The resulting company would have a network of approximately 4,500 fuel stations throughout Brazil, and the joint venture would be the third largest fuel retailer in the country, with strong potential for future growth.
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Mr. Rubens Ometto Silveira Mello would serve as chairman of the board of directors (or equivalent body) of the joint venture.
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Cosan would not contribute to the joint venture its lubricants manufacturing and marketing business, its logistics business carried out by Rumo Logística, its land prospecting and development business carried out by Radar Propriedades Agrícolas S.A., and its food retail brands such as “Da Barra” and “União”.
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On July 2, 2010, Cosan entered into a subscription agreement with investment vehicles controlled by TPG Capital, or “TPG”, and Gávea Investimentos, or “Gávea”, pursuant to which, upon the closing of the transaction contemplated thereunder, the investors agreed to make an equity investment in Rumo Logística, that shall be made by means of a capital increase in the total amount of R$400 million
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(US$224.9 million), to be paid by the investors in equal proportions, that will represent 12.5% of issued and outstanding capital stock of Rumo Logística for each investor.
Capital Expenditures
The following table sets forth our capital expenditures, net of cash received from sale of long term assets, for the fiscal year ended March 31, 2010, for the eleven months ended March 31, 2009 and fiscal year ended April 30, 2008:
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For Fiscal Year
Ended March 31,
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For Eleven Months
Ended March 31,
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For Fiscal Year
Ended April 30,
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2010
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2009
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2008
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(in millions of US$)
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Sugar cane planting costs
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US$ | 149.0 | US$ | 64.0 | US$ | 142.5 | ||||||
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Co-generation projects
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259.5 | 161.8 | 99.7 | |||||||||
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Inter-harvest maintenance costs
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146.5 | 64.3 | 89.6 | |||||||||
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Other operating capital expenditures
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531.5 | 371.4 | 311.1 | |||||||||
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Acquisitions, net of cash acquired
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2.0 | 714.4 | 102.0 | |||||||||
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Total
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1,084.5 | 1,375.9 | 744.9 | |||||||||
We are continuously searching for opportunities to increase our production capacity of sugar, ethanol and bio-electricity, including the development of greenfield projects. In fiscal year 2010, two new mills, the Jataí mill in the State of Goiás and Caarapó mill in the State of Mato Grosso do Sul (the latter is a project we inherited in its final stage of development with the Nova América acquisition) began operating.
Our capital expenditure program is focused on four key areas:
Greenfield Project
We have begun operations at two ethanol and sugar plants in the States of Goiás and Mato Grosso do Sul, Brazil. We have acquired the land for the industrial facilities and entered into leases for sugarcane cultivation. Our estimated capital expenditures for the Goiás (Jataí) project amounts to approximately US$500 million, US$360 million of which we plan to finance and for which we have obtained BNDES approval. Production at this facility began in the third quarter of fiscal year 2010 and is expected to reach full capacity by fiscal year 2013, with an expected crushing capacity of 4 million tons of sugarcane and production of approximately 97 million gallons (370 million liters) of ethanol per year. Our estimated capital expenditures for the Mato Grosso do Sul (Caarapó) project is approximately US$259 million US$155 million of which we plan to finance and for which we have obtained BNDES approval. Production at this facility began in the third quarter of fiscal year 2010 and is expected to reach full capacity by fiscal year 2011, with an expected crushing capacity of 2 million tons of sugarcane and production of approximately 75 million liters (19.8 million gallons) of ethanol per year.
Expansion of Our Crushing Capacity
We intend to make additional investments to expand the crushing capacity of our mills. These investments are expected to be applied primarily to our Bonfim, GASA, Costa Pinto, Barra, Tamoio, Ipaussu e Junqueira mills, both in industrial equipment and in new sugarcane crop plantation. See “—Acquisitions, Partnerships and Corporate Restructurings.”
Cogeneration Projects
We intend to invest in cogeneration projects in six of our existing 23 mills, which will allow these mills to sell energy to third parties. Besides those projects, we have already finalized cogeneration projects in Serra,
GASA, Costa Pinto, Rafard, Tarumã and Maracaí mills. By the end of 2012, all these projects will have received R$2.2 billion in investments, out of which R$1.5 billion have already been invested. We have obtained from BNDES financing of R$1.5 billion of this total.
Cosan has already won bids in seven government energy auctions and entered into five bilateral contracts to sell, during the next 15 years, approximately 2.500 GWh/year to the Brazilian electricity grid. We expect that four of our mills will start delivering in fiscal year 2011 energy to the grid.
Strategic Acquisitions along the Business Chain
We invested approximately US$1.0 billion in strategic acquisitions along the business chain in the past year. We have added fuel distribution operations through the acquisition of downstream assets of ExxonMobil in Brazil and taken equity stakes in Radar, a newly incorporated land development company, Rumo Logística, a new sugar logistics company, and Uniduto, a newly incorporated company that is exploring an ethanol pipeline project in the central-south region of Brazil. In November 2007, we acquired 50% interest in Vertical UK LLP, a leading ethanol trading company.
On December 1, 2008, Cosan acquired 100% of the capital of Essobras (now CCL) and certain affiliates, marketers and distributors of fuel and lubricants in the Brazilian retail and wholesale markets as well as aviation fuel supply from Exxon. On May 2009, we sold the aviation fuel business to Shell for US$59.2 million, aligned with our strategy of focusing on our core businesses.
On June 18, 2009, Cosan acquired 100% of the outstanding shares of Curupay, the parent company of Nova América and controlling shareholder of other assets related to trading, logistics and industrial production of sugar and ethanol and energy co-generation. Nova América is a producer of sugar, ethanol and energy co-generation which also operates in trading and logistics. The assets acquired include the non-controlling interest in Novo Rumo representing 28.82% of its outstanding shares which were issued in the Teaçu acquisition, and 100% of the outstanding shares of two operating companies, Nova América S.A. Trading and Nova América S.A. Agroenergia, and the “União” brand, which is the leading sugar brand in Brazil. Nova América is a producer of sugar, ethanol and energy co-generation and also operates in trading and logistics. We are now focused on the integration of these assets and extraction of synergies, however we will continue to analyze opportunities to grow organically or through strategic acquisitions and partnerships.
On August 25, 2010, we entered into definitive agreements for the creation of a joint venture with Shell to combine certain assets. See “—Acquisitions, Partnerships and Corporate Restructurings.”
We are a leading global ethanol and sugar company in terms of production with low-cost, large-scale and integrated operations in Brazil. Our production is based on sugarcane, a competitive and viable feedstock for ethanol, sugar and energy because of its low production cost and high energy efficiency ratio relative to other ethanol sources, such as corn and sugar beet. We believe that we are:
Sugar and Ethanol
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Sugarcane: the largest grower and processor of sugarcane in the world, having crushed 50.3 million tons in fiscal year 2010 (of which 46.6% came from our own sugarcane and 53.4% came from suppliers), 43.2 million tons in transition fiscal year 2009 and 40.3 million tons in fiscal year 2008;
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Ethanol: the largest ethanol producer in Brazil and the fifth largest in the world, having produced 484.5 million gallons (1.8 billion liters) in fiscal year 2010, 441.2 million gallons (1.7 billion liters) in transition fiscal year 2009 and 402.8 million gallons (1.5 billion liters) in fiscal year 2008, and the largest exporter of ethanol in the world, having exported 155.3 million gallons (587.9 million liters) in fiscal year 2010, 120.4 million gallons (456.4 million liters) in transition fiscal year 2009 and 107.4 million gallons (406.5 million liters) in fiscal year 2008;
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Sugar: the largest sugar producer in Brazil and the third largest sugar producer in the world, having produced 3.5 million tons in fiscal year 2010, 3.2 million tons in transition fiscal year 2009 and 3.1 million tons in fiscal year 2008, and the largest exporter of sugar in the world, having exported 3.1 million tons in 2010, 2.7 million tons in transition fiscal year 2009 and 2.6 million tons in fiscal year 2008;
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Energy Co-generation: the world’s largest producer of energy from sugarcane bagasse. We currently have an installed energy capacity of 860 MW per year from our 23 plants, out of which six delivered energy to the grid in fiscal year 2010. Six additional energy co-generation projects will come online between 2010 and 2012. We estimate that by 2012 we will have a total installed energy capacity of 1,213 MW, out of which 869 MW will be from plants that will sell energy. We see co-generation of energy as strategic in our business as it allows for a more stable cash flow stream across commodity cycles, significantly reducing the volatility of our operations; and
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Land Portfolio: the largest landowner in Brazil, with a portfolio of 153,205 acres, comprised of 31,560 acres of land harvested for grains and 121,645 acres harvested for sugarcane. Radar land portfolio is valued at US$402 million. In fiscal year 2010, Radar recorded US$14.5 million in lease revenues.
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Fuel Distribution and Lubricants
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Fuel Marketing and Lubricants: a leading fuel distributor in Brazil with an estimated 5.3% market share in terms of volume sold in 2009, according to ANP. In fiscal year 2010, we recorded sales of 5.5 billion liters of fuels, principally gasoline, ethanol, diesel and fuel oil, as compared to 1.7 billion liters in transition fiscal year 2009 and 4.6 billion liters of fuels in 2008. We have a strong market presence in the South and Southeast regions of Brazil, where our fuel sales amounted to 2.4 billion liters (9.9% market share compared to the Sindicom companies) and 1.0 billion liters (10.2% market share compared to the Sindicom companies) in fiscal year 2010, respectively, as compared to 1.1 billion liters (6.6% market share) and 3.1 billion liters (6.4% market share) in 2008, respectively, according to Sindicom. The Southeast and South regions are the largest markets in Brazil, accounting for 49.0% and 20.3% in fiscal year 2010, respectively, of the Brazilian fuel market in terms of volume sold through Sindicom as compared to 49.6% and 17.3% in 2008, respectively, according to Sindicom. Following the consummation of the joint venture with Shell, we will be the third largest fuel distributor in Brazil. As of May 2010, we are the third largest lubricant player in Brazil. We sell passenger vehicle lubricants, commercial vehicle lubricants and industrial lubricants under the “Mobil” and “Esso” brands, among others, both of which are licensed to us until 2018 by ExxonMobil;
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Sugar Logistics
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Logistics operations: the owner of the largest bulk sugar port terminal in the world with a current annual loading capacity of 10 million tons. We loaded 8.1 million tons in fiscal year 2010, generating net sales of US$76.1 million. We also started to provide transportation services for sugar through road and rail, which generated net revenues of US$8.6 million in fiscal year 2010. We expect Rumo Logística to become more significant over the next few years, as the transportation services started only recently in the last quarter of fiscal year 2010.
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For our operations, other than our fuels marketing & lubricants, we operated 21 mills, two greenfields (Jataí and Caarapó that started operating in the end of this fiscal year), four refineries, two port facilities and numerous warehouses, as of March 31, 2010. All of these facilities are located in the Center-South region of Brazil, which is one of the world’s most productive sugarcane regions primarily because of its favorable soil, topography and climate, nearby research and development organizations and infrastructure facilities.
Competitive Strengths
We believe that, as a low-cost, large-scale producer with well-established integrated operations and long-standing relationships with key customers and suppliers, we can capitalize on the favorable trends in the ethanol and sugar industries—particularly, in light of our competitive strengths:
Low-cost producer
Our existing mills and other facilities are strategically located in the Center-South region of Brazil. Our operations also are in close proximity to our customers, sugarcane fields owned by us and growers, port terminals and other transportation infrastructure and warehouses. These factors help us to manage our operating costs. Increasing mechanization in our agricultural processes and improvements in industrial operations, combined with our energy self-sufficiency, should allow us to continue to lower our operating costs.
Leading market position
Our market position as one of the largest global producers and exporters of ethanol and sugar provides us with competitive advantages over our main competitors, particularly in terms of cost-efficiencies, higher pricing power and integrated logistics. We also believe we have the largest sugarcane crushing capacity in Brazil, as our production is approximately three times greater than that of the second largest Brazilian producer. We are focused on increasing our production capacity and maintaining our market leadership through expansion of existing facilities, development of greenfield projects and, as opportunities present themselves, acquisitions.
Moreover, our market position in Brazil as the fourth largest distributor of fuel products provides us with competitive advantages. Our retail station network is supported by an efficient logistics and distribution network. We have a 5.3% market share of the Brazilian fuel distribution market and approximate 11.4% market share of the Brazilian lubricants market. The large scale of our operations provides us with competitive advantages, principally meaningful cost-efficiencies and integrated logistics. Additionally, our retail station network, strategically concentrated in urban areas of higher population density and thus higher throughput per station, cannot be easily replicated by competitors without significant capital investments in brand conversion. We believe that the “Esso” brand is associated with high quality and reputation, differentiating our company from other fuel retailers.
Integrated platform
We are engaged in both the agricultural, land development, and industrial aspects of ethanol and sugar production. We purchase as well as cultivate, harvest and process sugarcane. We produce approximately 45% of our sugarcane requirements on owned and leased land and purchase most of the remaining 55% mainly from third parties under long-term contracts. These contracts incorporate ethanol and sugar-linked purchase price provisions, which provide us with a natural hedge and mitigate the risk of potential margin compression. We also produce our own energy which lowers our energy costs and reduces our dependence on third parties. In addition, we own a sugar terminal and a stake in an ethanol terminal, both in the Port of Santos, the largest commercial port complex in South America, and numerous warehouses, which reduces our dependence on logistics services provided by third parties.
We also are a significant fuel distribution company in Brazil. Therefore, we have a fully integrated platform from sugarcane plantation to retail fuel distribution. We will continue supplying ethanol to a diversified base of clients, and CCL will continue purchasing ethanol from multiple suppliers. As a result, we benefit from superior visibility on price formation, allowing us to better manage our inventory levels, with regard to ethanol and indirectly gasoline. In addition, a vertically integrated platform secures ethanol supply and optimizes our logistical, distribution and storage activities, saving storage and transportation costs. We believe we are in a unique position to anticipate market dynamics and increase our participation in the ethanol distribution market.
Innovative approach to business
Our acquisition of CCL has allowed us to directly expand into fuel distribution, and will lead to a more vertically integrated Cosan. With this acquisition, Cosan expands its business model to become the first integrated renewable energy company in Brazil, with operations ranging from sugarcane cultivation to fuel distribution and sales in the retail market.
We develop innovative products, production techniques and distribution methods to ensure that we continue to be at the forefront of technological improvements and standards in our industry. For example, we monitor the development of our crops by satellite and have also introduced innovative distribution methods to the Brazilian ethanol and sugar industry. We have established research and development partnerships with leading Brazilian institutions which resulted not only in new sugarcane varieties with higher sucrose content but also in implementing new techniques, such as agricultural and industrial yield improvements, new planting methods and genetic engineering improvements.
Strategic business relationships
We have developed important strategic relationships in our business, including the Kuok Group (one of the largest agricultural-focused conglomerates in Asia) and Sucres et Denrées, or “Sucden” (one of the two largest sugar trading companies in the world). Both the Kuok Group and Sucden are current shareholders of Cosan. We have also developed strong business relationships with some of our leading customers, such as Petrobras Distribuidora S.A. and Shell Brasil Ltda. in the ethanol business and Sucden, Tate & Lyle International and Coimex Trading Ltd. in the sugar business.
Production flexibility
We produce virtually every type of ethanol and sugar consumed in the Brazilian and international markets. Our facilities allow us to adjust our production (within certain capacity limits) between ethanol and sugar, as well as between different types of ethanol and sugar, to respond promptly to changes in customer demand and market prices at any point during the crushing process.
Strategically located operations and significant geographic overlap with Cosan mills
Our fuel distribution terminals are strategically located near major fuel product markets and our mills, thus improving delivery times, increasing operating efficiencies, facilitating response to shifts in demand, fulfilling orders and reducing costs. Additionally, we have a pier facility available for importing raw material, which gives us operational flexibility and a significant competitive advantage since we can arbitrage raw material prices. Upon receipt of ANP approval, we plan to use our fuel distribution terminals and fuel tanks to further maximize logistic gains and reduce our operating costs.
Experienced and professional management team
Our management team has considerable industry experience and knowledge. In addition, unlike many of our local competitors in the sugar and ethanol business, we have completed the shift from a family-operated business to a company managed by professionals with significant experience in the sugar and ethanol industries. Our fuel distribution and lubricants business is led by a management team with a proven track record in the fuel distribution and lubricant markets.
Our Strategy
Our overall objective is to achieve sustainable and profitable growth, further reduce our operating costs and build on our competitive strengths in order to expand our leadership to become a global company with a worldwide platform in the ethanol and sugar markets. The principal components of our strategy are to:
Enhance our leadership position in the Brazilian and global ethanol and sugar markets and increase our market share in the fuel distribution and lubricants business
We expect to take advantage of future export opportunities likely to emerge from the liberalization of trade barriers that traditionally limited our access to some major markets, as well as mandatory blending requirements to use ethanol as an additive to gasoline. We intend to establish new commercial and distribution partnerships with international industry players to expand and diversify our client base. We closely monitor developments in the Brazilian and global ethanol and sugar industries and will continue to pursue selective acquisitions and partnerships in Brazil and internationally. We also intend to continue to expand our existing facilities and build additional large-scale facilities, featuring technology improvements and enhanced logistics.
The majority of our new retail stations will be added in the Southeast region of Brazil, which has higher exposure to gasoline and ethanol consumption and offers higher synergies with Cosan and our logistics infrastructure.
Capitalize on further integration with our business.
With the acquisition of CCL, we formed a fully integrated platform from sugarcane plantation to retail fuel distribution. The scale and integration advantages provide us with logistic synergies and unique market intelligence. We plan to improve our inventory and storage management to deliver ethanol through our retail fuel distribution network, by efficient use of our fuel tanks and the building of new distribution terminals near or at our mills.
Take advantage of the fast-growing ethanol demand.
Ethanol has become the most used fuel within the passenger vehicle industry in Brazil. According to ANP, demand for ethanol exceeded gasoline in 2008 due to the anhydrous ethanol blended gasoline. The increase in ethanol sales in Brazil has been supported by the increase in flex-fuel cars sold in Brazil. In fiscal year 2010, flex-fuel car sales accounted for 88% of total new vehicle sales in Brazil, according to ANFAVEA. We plan to increase our presence in the Brazilian ethanol market and take advantage of the fragmentation in the supply of ethanol where we are the largest player and account for approximately 7.5% of the market. We believe we are well positioned to benefit from increasing ethanol demand, since our vertical integration with CCL optimizes our logistical, distribution and inventory management capabilities.
Continue to realize operating efficiencies and margins
We are seeking to further improve the efficiency and productivity gains of our operations through investments in the development of new varieties of sugarcane, more efficient agricultural, industrial and logistic processes, expanded satellite monitoring of sugarcane development in the region, increased mechanization of harvests, emphasis on employee training programs and improvements in information flows and internal control systems.
We will continue to focus on improving the efficiency of our operations in the fuel distribution and lubricants business by focusing on three key areas: (1) exploring synergies among our business units, (2) maximizing the utilization of our retail stations and (3) focusing on the highest-value lubricant products. Our vertical integration, combining market intelligence, production and distribution strategies, will allow for synergies in logistics and acquiring ethanol, further reducing our costs by means of inventory optimization, transportation efficiencies and infrastructure rationalization. We continuously monitor the profitability and use of each service station in the retail network and eliminate underperforming sites, particularly in regions we consider less strategic. We will also continue to focus on high-grading our lubricant product mix and distributor network to be more heavily weighted towards higher margin products. In 2009, our premium, higher margin products represented approximately 72% of our lubricant volume sold, an increase of approximately eight percentage points from approximately 64% in 2008. In addition, we have also re-channeled our sales directly through 15 well-established, exclusive high-grade distributors.
Continue increasing sales of premium lubricants products
Sales of premium products, such as synthetic lubricants (i.e., Mobil 1 RACING 2T and Mobilith SHC 007), represented approximately 72% of our total lubricant volume sold in calendar year 2009, a significant increase compared to approximately 64% in 2008. We plan to continue improving our product mix and margins by focusing on premium high margin products. We plan to continue investing in marketing, training our employees and exclusive distributors, developing new innovative products and delivering superior services.
Increase investments in cogeneration
We are self-sufficient in energy by generating our own electricity through the burning of sugarcane bagasse in boilers. Our current total installed capacity of cogeneration energy is approximately 860MW from our 23 plants. In 2003, we built a successful pilot cogeneration plant at one of our mills, from which we sell surplus energy to Companhia Paulista de Força e Luz - CPFL, one of the largest electric power distributors in the State of São Paulo. We sell energy through bilateral contracts (we currently have contracts with CPFL and Grupo Rede) and through energy auctions promoted by the government, having participated in three auctions of "new energy" in 2005, 2006 and 2008. Currently, we plan to invest in our 10 mills and two greenfield projects, out of our 23 producing units, that have already settled contracts to sell energy to third parties. These investments would sum approximately US$1.2 billion and would allow Cosan to sell approximately 2,500 GWh per year. We believe that energy sales will represent a significant source of additional and stable cash flow.
Maintain capital investments discipline
We continue to take a disciplined and long-term approach to investments in order to sustain our returns. Our capital investments for the fuel distribution business unit include projects to further optimize our distribution terminals, further upgrade safety systems and lower operating costs. Investments aimed at increasing our distribution capacity will focus on supporting the expansion of our DODO Esso-branded station network in the Southeast region of Brazil intended to generate attractive returns, taking advantage of our existing distribution network and leveraging the closeness of Cosan’s mills.
Focus on environmental and social awareness
We plan to increase investments in the mechanization of our harvests, which not only is cost-efficient in the long-term but also will reduce our emission levels and decrease burning of sugarcane fields for manual harvesting. We continue to improve and develop new training programs for our employees, as well as programs to reduce workforce accidents.
We lead the Brazilian fuel industry with our low incident rate of work related injuries and illnesses. We will continuously work to improve the safety and health of our employees and contractors and our environmental and social awareness. We will continue to train our employees on effective safety, security, health and environmental leadership. We will continuously seek environmental best practices, benchmark technologies and clean operations, to sustain our best-in-class results and strengthen our relationship and cooperation with local environmental authorities and agencies.
Operations
Sugar and Ethanol segment
Sugarcane is the principal raw material used in the production of ethanol and sugar. Sugarcane is a tropical grass that grows best in locations with stable warm temperatures and high humidity, although cold and dry winters are an important factor for the sucrose concentration of sugarcane. The soil, topography, climate and land availability of the Center-South region of Brazil are ideal for the growth of sugarcane. The Center-South region of Brazil accounted for approximately 86.9% of Brazil’s sugarcane production in the 2009/2010 harvest.
As of March 31, 2010 we leased 437,698 hectares, through 2,128 land lease contracts with an average term of five years. Six of these contracts (covering 30,260 hectares, or 7.6% of the land leased by us) are entities controlled by our chairman and controlling shareholder under arms-length terms. In accordance with these land lease contracts, we pay the lessors a certain fixed number of tons of sugarcane per hectare as consideration for the use of the land, and a certain fixed productivity per ton of sugarcane in terms of TSR. The overall volume of TSR is obtained by multiplying the number of hectares leased by the committed tons of sugarcane per hectare by the TSR per ton of sugarcane. The price that we pay for each kilogram of TSR is set by CONSECANA. In fiscal year 2008, we paid an average of 16.9 tons of sugarcane per hectare, and an average of 122.8 kilograms of TSR per ton of sugarcane, at an average cost of US$0.2987 million per kilogram of TSR under our land lease contracts. In transition fiscal year 2009, we paid an average of 17.2 tons of sugarcane per hectare, and an average of 121.6 kilograms of TSR per ton of sugarcane, at an average cost of US$0.1461 million per kilogram of TSR under our land lease contracts. In fiscal year 2010, we paid an average of 17.52 tons of sugarcane per hectare, at an average cost of US$0.1751 per kilogram of TSR under our land lease contracts. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Recurring Transactions with Shareholders.”
We also purchase sugarcane directly from thousands of third-party sugarcane growers. Of our sugarcane purchases from third-party growers, we historically have purchased approximately 80% through medium- and long-term contracts with sugarcane producers, 5% on a spot basis and the remaining 15% from sugarcane producers with whom we have long-term relationships but no contractual arrangements. We generally enter into medium- and long-term contracts for periods varying from three and a half to seven years. All of our third-party sugarcane suppliers are responsible for the harvest of the sugarcane and its delivery to our mills. The price that we pay to third-party sugarcane growers is based on the total amount of sugar content in the sugarcane, measured by the amount of sugar recovered and on the prices of ethanol and sugar sold by each mill.
We harvested from owned or leased lands 46.6%, or 23.4 million tons, of the sugarcane that we crushed in fiscal year 2010, and purchased from third-party growers the remaining 26.9 million tons of sugarcane, or 53.4% of the total amount of sugarcane that we crushed in fiscal year 2010. The following table compares the amount of sugarcane grown on owned or leased land with the amount purchased from third parties during the last three fiscal years.
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For Fiscal Year
Ended March 31,
|
For Eleven Months Ended
March 31,
|
For Fiscal Years Ended April 30,
|
||||||||||||||||||||||
|
2010
|
%
|
2009
|
%
|
2008
|
%
|
|||||||||||||||||||
|
(In millions of tons, except percentages)
|
||||||||||||||||||||||||
|
Sugarcane harvested from owned/leased land
|
23.4 | 46.6 | 22.7 | 53.0 | 22.3 | 56.0 | ||||||||||||||||||
|
Sugarcane purchased from third-parties
|
26.9 | 53.4 | 20.4 | 47.0 | 18.0 | 44.0 | ||||||||||||||||||
|
Total
|
50.3 | 100.0 | 43.1 | 100.0 | 40.3 | 100.0 | ||||||||||||||||||
Sugarcane Harvesting Cycle
The annual sugarcane harvesting period in the Center-South region of Brazil begins annually in May and ends in November. We plant several species of sugarcane, and the species we use in a particular area depends on the soil quality, rain levels and the resistance to certain types of pestilences, among other factors. Once planted, sugarcane is harvested each year for several continuous years. With each subsequent harvest, agricultural yields decrease, and the current optimum economic cycle is five or six consecutive harvests. However, the harvests must be carefully managed in order to continue to attain sugar yields similar to the newly-planted crop.
Ideally, the sugarcane should be harvested when the crop’s sucrose content is at its highest level. Harvesting is either done manually or mechanically. As of March 31, 2010, 35.5% of our sugarcane is harvested manually. Manual harvesting begins by burning the sugarcane field, which removes
leaves and destroys insects and other pests. The amount of the crop that we may burn is subject to environmental regulations. The remaining 64.5% of our sugarcane is harvested mechanically.
Sugarcane yield is an important productivity measure for our harvesting operations. Geographical factors, such as land composition, topography and climate, as well as the agricultural techniques that we implement, affect our sugarcane yield. Although our agricultural yields are above the average Brazilian yields, we believe that by reducing the average age of our sugarcane fields and choosing new sugarcane varieties, our agricultural yields may continue to increase.
In fiscal year 2010, our accumulated sugar extraction was 129.8 kilograms of TSR per ton of sugarcane and our agricultural yield was 91.4 tons of sugarcane per hectare, compared to our average sugar extraction yield of 139.0 kilograms of TSR per ton of sugarcane and 91.0 tons of sugarcane per hectare in transition fiscal year 2009, and 142.5 kilograms of TSR per ton of sugarcane and 84.4 tons of sugarcane per hectare in fiscal year 2008.
The average Brazilian sugar extraction yield for the 2009/2010 harvest was 130.68 kilograms of TSR per ton of sugarcane and the agricultural yield was 82.1 per hectare. The average Center-South sugar extraction yield for the last five years was 141.2 kilograms of TSR per ton of sugarcane and 84.0 tons of sugarcane per hectare. The average Brazilian sugar extraction yield for the 2008/2009 harvest was 140.2 kilograms of TSR per ton of sugarcane and the agricultural yield was 82.3 tons of sugarcane per hectare. The average sugar extraction yield in the State of São Paulo for the 2007/2008 harvest was 142.5 kilograms of TSR per ton of sugarcane and 90.8 tons of sugarcane per hectare. The average sugar extraction yield in the State of São Paulo for the last five years was 144.6 kilograms of TSR per ton of sugarcane and 87.8 tons of sugarcane per hectare.
Milling Facilities
Once the sugarcane is harvested, it is loaded onto trucks and riverboats owned by third parties and transported to one of our 23 mills for inspection and weighing. The average distance from the fields on which our sugarcane is harvested to our mills is approximately 24 kilometers (or approximately 15 miles). The proximity of our milling facilities to the land on which we cultivate sugarcane reduces our transportation costs and enables us to process the sugarcane within up to 48 hours of harvesting, thereby maximizing sucrose recovery as sucrose concentration in sugarcane starts to decrease upon harvesting. Currently our average sugarcane freight cost is US$3.14 per ton of sugarcane.
In fiscal year 2010, we crushed 50.3 million tons of sugarcane, or approximately 8.4% of Brazil’s total sugarcane production. In transition fiscal year 2009, we crushed 43.1 million tons of sugarcane, or approximately 7.6% of Brazil’s total sugarcane production. In fiscal year 2008, we crushed 40.3 million tons of sugarcane, or approximately 8.2% of Brazil’s total sugarcane production. Currently, we operate a total of 23 milling facilities, 21 of which we own and two of which we lease, with approximately 60 million tons of crushing capacity. Our Da Barra mill has the world’s second largest crushing capacity (approximately 7 million tons). twenty of our mills are prepared to produce both sugar and ethanol and the other two prepare only sugar. Jataí, our greenfield, produces ethanol only. We also own four sugar refineries and four packaging facilities.
Ethanol Production Process
We produce ethanol through a chemical process called yeasting, which is a process of fermenting the sugars contained in both sugarcane juice and molasses. Initially, we process the sugarcane used in ethanol production the same way that we process sugarcane for sugar production. The molasses resulting from this process is mixed with clear juice and then with yeast in tanks, and the by-product resulting from the yeasting process, called “yeasted wine”, has an ethanol content of approximately 7% to 9%. After the yeasting process, which takes approximately 10 hours, the yeasted wine is centrifuged, so that we can separate the yeast from the liquid. We use the separated yeast in the ethanol production process. We then boil the yeasted wine at different temperatures, which causes the ethanol to separate from other liquids. Hydrous ethanol is produced
after different distillation stages. In order to produce anhydrous ethanol, hydrous ethanol undergoes a dehydration process. The liquid remaining after these processes is called vinasse, a by-product we use as fertilizer in our sugarcane fields. After the distillation and dehydration processes, we produce hydrous, anhydrous, neutral and industrial ethanol, and store the ethanol in large tanks.
The ethanol production flow can be summarized as follows:
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·
|
Preparation of the juice. The fermentation is fed with a juice composed by approximately 20% of sugar, which is prepared with juice (from the treatment), molasses (from sugar production) and water. This juice must be cooled to approximately 30°C.
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|
·
|
Fermentation. The fermentation of the juice is the result of the action of yeast, which firstly inverts the sucrose to glucose and fructose (monosaccharide), and then converts the monosaccharide into ethanol and carbon dioxide. This reaction occurs in a fermenter, which is fed with juice and yeast.
|
|
·
|
Centrifuging. After the fermentation, the resulting product is carried to centrifuges that separate the yeast from the beer, a solution of approximately 9%v/v (oGL) of ethanol.
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|
·
|
Treatment of the yeast. The yeast that comes from the centrifuges is treated with sulfuric acid and returned to the fermenter tank to be utilized again.
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|
·
|
Distillation. The beer is distillated in a sequence of distillation columns, which separate the water from the ethanol. This process occurs basically due to the differences of ethanol’s and water’s ebullition temperatures. In order to produce hydrous ethanol, two columns are used to achieve the concentration of 94%v/v (oGL) ethanol. From the first column, a slop called vinasse is obtained, which is used as a fertilizer in the sugarcane fields.
|
|
·
|
Dehydration. In order to produce anhydrous ethanol, two more columns are used to achieve the concentration of 99%v/v (oGL) ethanol. In the first column, the excess of water is separated with the aid of cycle-hexane.
|
The following diagram presents a schematic summary of the above-described ethanol production flow:
Production Capacity and Output
Our current annual ethanol production capacity is approximately 660 million gallons (2.5 billion liters). All of our mills produce ethanol except for the São Francisco and Bonfim mills. We were the largest producer
of ethanol in Brazil in fiscal year 2008, transition fiscal year 2009 and fiscal year 2010, producing approximately 326.7 million gallons (1.2 billion liters) of ethanol, representing approximately 402.8 million gallons (1.5 billion liters) of ethanol, representing approximately 7% of Brazil’s total ethanol production in fiscal year 2008, approximately 446.0 millions gallons (1.7 billion liters) of ethanol, representing approximately 6% of Brazil total ethanol production in transition fiscal year 2009 and approximately 484.5 million gallons (1.8 billion liters) of ethanol, representing approximately 7% of Brazil’s total ethanol production in fiscal year 2010.
Products
We produce and sell three different types of ethanol: hydrous ethanol and anhydrous ethanol for fuel and industrial ethanol. The primary type of ethanol consumed in Brazil is hydrous ethanol, which is used as an alternative to gasoline for ethanol-only fueled vehicles and for flex fuel vehicles (as opposed to anhydrous ethanol which is used as an additive to gasoline). As a result, hydrous ethanol represented approximately 51% of our ethanol production in fiscal year 2008, 57% in transition fiscal year 2009 and 66% in fiscal year 2010.
Customers
We sell ethanol primarily through gasoline distributors in Brazil mainly at the mill that sell it to retailers that then sell it at the pump to customers. The distributors are required by law to distribute gasoline with an ethanol content ranging from 20% to 25%. Since July 1, 2007, the required ethanol content for gasoline has been set at 25%. In January 2010, the Brazilian government temporarily reduced the ratio of anhydrous ethanol in the C gasoline blend to 20% during the months of February, March and April 2010, seeking to minimize the impact of the lower ethanol supply in this period of inter-harvest. The main distributors in Brazil include Petrobras Distribuidora S.A., Shell Brasil Ltda., Esso Brasileira de Petróleo Ltda. (whom we have acquired), and Cia. Brasileira de Petróleo Ipiranga which has recently acquired Texaco Brasil Ltda. Produtos de Petróleo, among others smaller distributors. We also sell industrial alcohol, which is used in the chemical and pharmaceutical sectors. In fiscal year 2008, transition fiscal year 2009 and fiscal year 2010, our largest ethanol customer was Shell Brasil Ltda., accounting for 14.8%, 20.1% and 23.0% of our total ethanol net sales, respectively. Pricing is based on the ESALQ index and payment generally occurs within 12 days from delivery. We sell our surplus in Brazil on a spot basis.
In fiscal year 2010, we exported 27.4%, by volume, of the ethanol we sold, which consisted primarily of refined hydrous ethanol for industrial purposes, compared to 30.5% in transition fiscal year 2009, 26.4% in fiscal year 2008. Our main customers are trading companies, which distribute our products mainly to the United States, Japan and Europe. The table below sets forth customers that represent more than 5% of our ethanol net sales.
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Market
|
Customer
|
% of Net Sales Fiscal Year Ended March 31, 2010
|
||||
|
International
|
Vertical UK LLP.
|
8.6 | ||||
|
Domestic
|
Petrobras Distribuidora S.A.
|
20.3 | ||||
|
Ipiranga Prod Petróleo S.A.
|
18.7 | |||||
|
Shell Brasil Ltda.
|
16.4 | |||||
|
Euro Petróleo do Brasil Ltda.
|
8.0 | |||||
Sales and Distribution
In fiscal year 2010 our net sales from ethanol operations were US$936 million or 11.4% of our total net sales, compared to net sales of US$548.7 million in transition fiscal year 2009, or 18.7% of our total net sales in that year, and net sales of US$604.7 million in fiscal year 2008, or 40.5% of our total net sales in that year.
The following table sets forth our domestic net sales and volumes of ethanol for the periods indicated:
|
For Fiscal
Year Ended
March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Domestic net sales (in millions of US$)
|
US$ | 710.5 | US$ | 361.6 | US$ | 438.6 | ||||||
|
% of total net sales
|
8.6 | 12.4 | 29.4 | |||||||||
|
Domestic sales volume (in millions of liters)
|
1,559.7 | 1,038.7 | 1,130.6 | |||||||||
|
% of total ethanol sales volume
|
72.6 | 69.5 | 73.6 | |||||||||
The following table sets forth our export net sales and volumes of ethanol for the periods indicated:
|
For Fiscal
Year Ended
March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Export net sales (in millions of US$)
|
US$ | 226.0 | US$ | 187.1 | US$ | 166.1 | ||||||
|
% of total net sales
|
2.8 | 6.4 | 11.1 | |||||||||
|
Export sales volume (in millions of liters)
|
587.9 | 456.4 | 406.5 | |||||||||
|
% of total sales volume
|
27.4 | 30.5 | 26.4 | |||||||||
Although we primarily sell ethanol in Brazil, we believe that the international ethanol market has a strong potential to expand substantially. The global trend toward adoption of cleaner-burning fuel and renewable sources of energy and alternative fuels, the tendency to reduce reliance on oil producing countries and the increasing use of flex fuel cars are expected to increase the demand for ethanol. Broader international acceptance of ethanol as a fuel or fuel additive could boost our exports of ethanol significantly.
The majority of our ethanol customers in Brazil receive shipments of ethanol at our mills. In fiscal year 2010, we distributed, through third parties, approximately 16% of our ethanol production in Brazil. We transport the ethanol that we produce for export to the Port of Santos primarily through third-party trucking companies.
Ethanol Prices
The price of ethanol we sell in Brazil is set according to market prices, using the indices for ethanol published by ESALQ and BM&FBOVESPA, indices for ethanol as a reference. The prices of the industrial and neutral ethanol (a type of ethanol which has low impurity levels and is used as a raw material in the food, chemical and pharmaceutical industries) that we sell are also determined in accordance with market prices, which historically has been approximately 10% higher than the price of fuel ethanol. Prices of ethanol for export are set according to international market prices for ethanol. The international ethanol market is highly competitive. In May 2004, the New York Board of Trade began trading a futures contract for ethanol, known as the World Ethanol Contract.
The following table sets forth our average selling prices (in US$ per thousand liters) for ethanol in the Brazilian market and for exports for the periods indicated:
|
For Fiscal
Year Ended
March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Brazilian average ethanol selling price
|
US$ | 384.4 | US$ | 348.1 | US$ | 394.5 | ||||||
|
Export average ethanol selling price
|
455.5 | 409.9 | 503.5 | |||||||||
|
Average ethanol selling price
|
US$ | 436.1 | US$ | 367.0 | US$ | 417.1 | ||||||
Ethanol Loading Terminal at the Port of Santos
On March 31, 2010 we owned a 66.67% interest in TEAS, an ethanol loading terminal at the Port of Santos, fully dedicated to ethanol exports that has a storage capacity of approximately 10.6 million gallons (40 million liters) of ethanol and loading rate of approximately 960,000 m3 per year.
Sugar
Sugar Production Process
There are essentially three steps in the sugar manufacturing process. First, we crush the sugarcane to extract the sugarcane juice. We then filter the juice to remove any impurities and boil it until the sugar crystallizes, forming a thick syrup. We use these impurities as fertilizer in our sugarcane fields. Lastly, we spin the syrup in a centrifuge which produces raw sugar and molasses. The raw sugar is refined, dried and packaged at our sugar refineries. We use the molasses in our production of ethanol, animal feed and yeast, among other products.
Production Capacity and Output
In fiscal year 2008, we sold 3.1 million tons of sugar, representing 11.8% of Brazil’s total sugar production output. In transition fiscal year 2009, we sold 3.1 million tons of sugar, representing 10.2% of Brazil’s total sugar production output. In fiscal year 2010, we sold 4.1 million tons of sugar, representing 12.5% of Brazil’s total sugar production output.
As the production capacity of our mills is used for both ethanol and sugar, if we had produced only sugar (one ton of VHP sugar is equivalent to approximately 156 gallons (592 liters) of anhydrous ethanol and 163 gallons (618 liters) of hydrous ethanol), our sugar production for fiscal year 2008, transition fiscal year 2009 and fiscal year 2010 would have been approximately 5.2 million tons, approximately 5.7 million tons, approximately 5.9 million tons, and approximately 6.5 million tons, respectively, which would have made us the second largest sugar producer in fiscal year 2008 and the largest world sugar producer in transition fiscal year 2009 and fiscal year 2010.
Products
We produce a wide variety of standard sugars, including raw sugar (also known as VHP sugar), crystal sugar and organic sugar, and refined sugars, including granulated refined white sugar, amorphous refined sugar, refined sucrose liquid sugar and refined inverted liquid sugar. Currently, almost all of our mills produce standard ethanol and sugar, other than the São Francisco and Tamoio mills that only produce sugar and the Jataí mill, which produces only ethanol. The São Francisco mill and the Da Barra mill are our mills that produce refined sugar. The “Da Barra” brand is the second largest in the Brazilian market in terms of volume and, after Nova América’s acquisition, we also sell sugar under the União brand, which is the largest in the Brazilian market in terms of volume.
Standard sugars. VHP sugar, a raw sugar with approximately 99% sucrose content, is similar to the type of sugar traded in major commodities exchanges, including through the standard NY11 contract. The main difference between VHP sugar and the sugar that is typically traded in the major commodities exchanges is the sugar content of VHP sugar and the price premium that VHP sugar commands in comparison to most sugar traded in the commodities exchanges. We export VHP sugar in bulk, to be refined at its final destination. We also sell a small amount of VHP sugar to the Brazilian market. Crystal sugar is a non-refined sugar produced directly from sugarcane juice and sold to industrial companies in Brazil to be used as an ingredient for food products. We also sell a small amount of crystal sugar to the Brazilian retail market and to export markets. Organic sugar is a kind of raw sugar produced from organic sugarcane and is not submitted to any chemical treatments during its manufacturing process. We sell organic sugar in the international and Brazilian markets.
Refined sugars. We refine VHP sugar and crystal sugar into both granulated and amorphous (non-crystallized) sugar. We sell refined sugar in the Brazilian and export retail and industrial markets. Refined sugar is used as an ingredient in processed food products such as milk and chocolate powders, bakery products, powder refreshments, and pharmaceutical syrups.
Liquid sugars. We refine crystal sugar to produce sucrose liquid sugar and inverted liquid sugar, which has a higher percentage of glucose and fructose than sucrose liquid sugar. We sell both types of sugar for industrial use, mainly for the production of soft drinks.
Customers
We sell sugar to a wide range of customers in Brazil and in the international markets. We primarily sell raw sugar in the international markets through international commodities trading firms and Brazilian trading companies. Our customers in Brazil include retail supermarkets, foodservice distributors and food manufacturers, for which we primarily sell refined and liquid sugar. The table below sets forth customers that represent more than 4% of our sugar net sales.
|
Market
|
Customer
|
% of Net Sales For Fiscal Year Ended March 31, 2010
|
||||
|
International
|
Sucres et Denrées
|
14 | ||||
|
Coimex Trading Ltd./
|
5 | |||||
|
Tate & Lyle International
|
4 | |||||
|
Cargill International S.A.
|
4 | |||||
For the Brazilian market, we sell sugar to a broad and consistent client base but we do not commit to set volumes or prices in advance.
Sales and Distribution
The following table sets forth our export sales and volumes of sugar for the periods indicated:
|
For Fiscal
Year Ended
March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Export net sales (in millions of US$)
|
US$ | 1,240.8 | US$ | 734.0 | US$ | 649.8 | ||||||
|
% of total net sales
|
15.1 | 25.1 | 43.6 | |||||||||
|
Export sales volumes (in thousands of tons)
|
3,079.9 | 2,693.2 | 2,641.3 | |||||||||
|
% of total sales volume
|
74.5 | 88.3 | 84.8 | |||||||||
The following table sets forth our domestic net sales and volumes of sugar for the periods indicated:
|
For Fiscal
Year Ended
March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Domestic net sales (in millions of US$)
|
US$ | 569.3 | US$ | 109.1 | US$ | 134.7 | ||||||
|
% of total net sales
|
6.9 | 3.7 | 9.0 | |||||||||
|
Domestic sales volumes (in thousands of tons)
|
1,054.7 | 358.5 | 473.1 | |||||||||
|
% of total sales volume
|
25.5 | 11.7 | 15.2 | |||||||||
We coordinate our Brazilian sugar distribution from our warehouses located in Barra Bonita, São Paulo and Cachoeirinha, all in the State of São Paulo. We also deliver sugar products to our customers in Brazil primarily via third-party trucking companies.
Sugar Prices
Prices for our sugar products for export are set in accordance with international market prices. Prices for raw sugar are established in accordance with the NY11 futures contracts. Prices for refined sugar are established in accordance with the Lon 5 futures contract, traded on the LIFFE. Prices for sugar we sell in Brazil are set in accordance with Brazilian market prices, using an index calculated by the Agriculture School of the University of São Paulo (Escola Superior de Agricultura Luiz de Queiroz), or “ESALQ”. The following table sets forth our average selling prices per ton in U.S. dollars for sugar in the Brazilian market and for export for the periods indicated:
|
For Fiscal Year
Ended March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year
Ended April 30,
|
||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
(US$/ton)
|
||||||||||||
|
Domestic average sugar selling price
|
US$ | 539.7 | US$ | 304.3 | US$ | 284.7 | ||||||
|
Export average sugar selling price (raw and refined)
|
402.9 | 272.5 | 246.0 | |||||||||
|
Average sugar selling price
|
US$ | 437.8 | US$ | 276.3 | US$ | 251.9 | ||||||
Sugar Loading Terminal at the Port of Santos
Our exports of VHP sugar are shipped through the sugar loading terminal operated by our subsidiary, Rumo Logística, at the Port of Santos, which is located an average distance of 600 kilometers (approximately 370 miles) from our mills. Our sugar-loading terminal is equipped with modern freight handling and shipment machinery. The close proximity of our mills to the port enables us to benefit from lower transportation costs.
Our sugar-loading terminal has the capacity to load approximately 50,000 tons of sugar per day, and to store approximately 380,000 tons of sugar. The port facility serves clients, including Cosan, EDF&Man, Sucden, Bunge, Coimex, Cargill, LDC Corp and Noble among others, with their transport and export of sugar and soy products. Pursuant to the Port Concession Agreement with the State of São Paulo’s Port Authority, the concession granted to operate the south terminal (Cosan Portuária) will expire in 2036 and the concession granted to the north terminal (Teaçu), acquired in 2009, expires in 2016, and the renewal for an additional 20 years has already been requested.
In March 2009, Cosan, through its subsidiary Rumo Logística, entered into an agreement with América Latina Logística, or ALL, for the rail transportation of bulk sugar and other sugarcane by-products. The agreement envisages investments of approximately R$1.2 billion by Rumo Logística, which we expect to raise through equity and debt at the subsidiary level. In exchange, ALL will guarantee a monthly volume to be transported by railroad, which will amount to approximately 11 million tons per year to the Port of Santos.
On July 2, 2010, we entered into a subscription agreement with investment vehicles controlled by TPG and Gávea, pursuant to which, upon the closing of the transaction contemplated thereunder, the investors agreed to make an equity investment in Rumo Logística, that shall be made by means of a capital increase in the total amount of R$400 million (US$224.9 million), to be paid by the investors in equal proportions.
The subscription agreement is subject to certain conditions precedent, which must be met by September 30, 2010. At the closing of the transaction, TPG and Gávea shall subscribe and pay for the common shares and enter into a shareholders’ agreement. As of the date hereof, we hold, directly and indirectly, approximately 92.9% of the issued and outstanding capital stock of Novo Rumo, which, in turn, holds 99.9% of the issued and outstanding capital stock of Rumo Logística. Following the closing, Novo Rumo shall hold 75.0% and TPG and Gávea shall hold 25% of the issued and outstanding capital stock of Rumo Logística.
If there is no liquidity event, on the third anniversary of the closing of the transaction contemplated by the subscription agreement, TPG and Gávea shall have the right, during a 12-month period, to exchange the shares of Rumo Logística acquired pursuant to the subscription agreement for a total of 13,333,333 shares of common stock of Cosan at the price of R$30.00 per share of common stock. After such period, the exchange rights will expire. However, investors would have the option to exchange their shares if a change in control occurred at the Cosan level or if there were a material breach of determined obligations set forth in Rumo Logística Shareholders Agreement, not related to its economic, financial and operational performance.
Fuel distribution and lubricants
Our acquisition of CCL has placed us among the largest fuel distribution companies in Brazil. We distribute fuel and produce and distribute lubricants through CCL.
Fuel Distribution
Our fuel distribution business consists of the sale of fuel gasoline and ethanol products through our branded retail stores and to wholesale distributors. We distribute ethanol, gasoline, diesel, NGV, kerosene and fuel oil. For fiscal year 2010, CCL’s net revenue from sales and services from fuel distribution operations were US$5.4 billion, or 66.2% of our total net revenue from sales and services.
We have a large, well-established distribution and logistics network to support our fuel marketing operations, with facilities strategically located in 20 states and concentrated near Brazil’s major fuel markets. Our distribution network consists of 48 terminals – ten owned by us, four joint ventures operated by us, 15 joint venture operated by others and 19 terminals in which we have throughput arrangements. These terminals have a total static storage capacity of 720 million liters, of which 208 million liters corresponds to our exclusive capacity.
We believe our best-in-class performance in safety, health and environmental protection is comparable to the highest international standards adopted by our peers, based on a wide range of management systems we apply to ensure operations integrity, consistent procedures and optimal behavior awareness in all aspects of our business. Safety is a top priority in our distribution terminals, where we have had a record of more than ten years of accident-free operations. As a result, our distribution organization received the ExxonMobil’s global Flawless Operations Award in each of the last five years, in recognition of our performance in safety, health and environment standards. In our logistic operations, our delivery vehicles (tank-trucks) traveled more than 19 million miles without an incident in 2010.
We purchase gasoline and diesel under contracts with Petrobras at set prices paid by us and our competitors. The terms of our supply agreements with Petrobras are for one-year terms. We purchase our ethanol from Cosan and other suppliers in the spot market and, to a lesser extent, under contracts. The price is dependent on the price of sugar and demand.
Retail Division
In the fiscal year ended March 31, 2010, we sold approximately 5.5 billion liters of fuels through a network of 1,710 Esso-branded retail stations. We have a five-year licensing agreement with ExxonMobil for the use of the “Esso” brand, expiring in 2013, renewable at ExxonMobil’s sole discretion. We believe that the “Esso” brand is associated with a reputation for high quality, differentiating our company from certain other fuel retailers. We assist a majority of our independent dealers invest and improve their infrastructure through our market-assistance programs.
We believe that we are the second most efficient fuel distributor in Brazil among the five largest distributors measured by retail fuel volume sold per service station in 2008 and 2009, based on ANP data. We have an average throughput per Esso-branded retail station of 224,000 liters per month, well above the industry average of 154,000 liters per month. We believe that we achieved our high level of efficiency through a review of our retail network which we implemented over the last few years, resulting in the elimination of underperforming sites, particularly in less strategic areas.
Our retail network is concentrated in and around the most strategic Brazilian fuel markets. Approximately 56.1% and 17.7% of Esso-branded stations in Brazil are located in the Southeast and South regions of Brazil, respectively, reflecting a stronger presence in urban areas with higher population density. As a result, our exposure to passenger fuel such as gasoline and ethanol is higher than cargo fuels such as diesel. We believe that this is a key competitive advantage as passenger fuel has historically offered superior margins and growth compared to cargo fuels. Within our passenger fuels sales, our ethanol throughput per station offers significant growth potential compared to gasoline, a strategy we intend to intensely develop and build upon, particularly after being acquired by Cosan. In fiscal year 2010, gasoline, diesel and ethanol accounted for 33.9%, 46.4% and 14.6% respectively, of our volume sold, which totaled 5.5 billion liters. In transition year 2009, which included the consolidated financial data for CCL for only four months, gasoline, diesel and ethanol accounted for 34.5%, 36.6% and 14.6%, respectively, of our volume sold, which totaled 1.7 billion liters.
We also have a significant presence in the convenience store market with 242 “Stop & Shop” and “Hungry Tiger” stores in Brazil, as of March 31, 2010. These are two of the leading brands in the Brazilian convenience store market with a combined revenue market share of 8.8% in 2008 and 8.8% in 2009 according to Sindicom. Our license for the use of these brands expires in 2013. In addition, our convenience store brands have the highest monthly revenue per store in Brazil according to Sindicom, having sold US$32.6 thousand per store per month in 2007, well above the industry average of US$21.4 thousand per store per month. In fiscal year 2010, we sold US$17.8 thousand per store per month. We are not involved in the operation of the convenience stores. Instead, we are entitled to a start-up fee and to payments calculated as a percentage of convenience stores sales plus an amount for advertising expenses. In fiscal year 2010, we recorded consolidated net revenue from franchising fees from our convenience stores of US$4.3 million.
Industrial & Wholesale Division
We are also an industrial and wholesale, or I&W, fuel distributor, with sales of 458 million liters of gasoline, diesel, fuel oil, ethanol and kerosene to our industrial and wholesale clients in 2008. Most of our sales are concentrated in diesel oil and gasoline. In 2008, diesel oil and gasoline accounted for 82.9% and 6.2% of our I&W volume, respectively. Most of our industrial and wholesale sales are through spot sales and short term contracts. We focus on high grade customers, such as large Brazilian corporations, as well as flag independent retailers and resellers.
|
|
Lubricants
|
The total Brazilian lubricants market by volume of liters sold in fiscal year ended March 31, 2010 was approximately 1.1 billion liters, according to Sindicom, ranking Brazil as the world's fifth largest lubricants market by volume. In fiscal year 2010, CCL sold a total of 130.8 million liters of lubricants corresponding to an estimated market share of 11.8%, according to Sindicom, making us the fifth largest lubricant player in Brazil. In transition year 2009, in which we only consolidated 4 months of CCL, we sold a total of 34.3 million liters of lubricants. We sell passenger vehicle lubricants, commercial vehicle lubricants and industrial lubricants under the “Mobil” and “Esso” brands, among others, both of which are licensed to us until 2018 by ExxonMobil. We use distributors and Esso-branded retail stations to sell our lubricants products, as well as direct sales to industrial customers. We capture significant synergies by selling to our retail service station network and I&W customer accounts.
Our Lubricants Distributor Program is recognized as a competitive advantage in the Brazilian market. Participating distributors can only sell Mobil and Esso lubricants and are currently limited to 15 with exclusive geographical coverage. An important differential is the common ERP system used by the distributors that interfaces with our SAP business software system. We believe that these characteristics make our distributors network unique, allowing us to launch new products and implement new programs with speed and flawless execution.
ExxonMobil is a leading brand in the lubricants industry, operating through global strategic alliances with automotive and industrial equipment manufactures, including Caterpillar, Mercedes-Benz, Peugeot and Toyota, collaborating to develop new formulations. We have a licensing agreement for our use of ExxonMobil’s brands and formulations until 2018, renewable at ExxonMobil’s sole discretion, which gives us access to ExxonMobil’s leading technology and international feedstock supplies.
We have focused on high-grading our product mix to be more heavily weighted towards higher margin products. In 2003, we commenced a plan to focus on simplifying our product offering and supply chain, with a particular emphasis on high margin products such as synthetic lubricants (i.e., Mobil 1 RACING 2T and Mobilith SHC 007). In 2008, our premium, higher margin products represented approximately 64% of our lubricant volume sold, an increase of approximately 10 percentage points from approximately 54% in 2006. In calendar year 2009, our premium, higher margin products represented approximately 72.4% of our lubricant volume sold. In addition, we have also re-channeled our sales directly through 15 well-established, exclusive high-grade distributors. These efforts have resulted in a strong perception of quality and confidence in our products by our customer base.
Production Capacity and Output
Our lubricant operations consist of a wholly-owned Lubricants Oil Blending Plant, or LOBP, located in Rio de Janeiro, with annual production capacity of 1.6 million barrels of lubricants per year, including 48,000 barrels of grease per year for fiscal year 2010. As of August 2010, our LOBP facility had operated for almost fourteen years without a single lost-time incident, which represents more than 8 million worker-hours worked in a safe workplace over those years, and operates at a utilization rate of approximately 62% of its total capacity as of March 31, 2010. This utilization rate offers an opportunity for growth through expansion of our market share or participation in Brazil’s steady market growth with limited additional capital investments required. We also own a base oil terminal in Duque de Caxias and one secondary warehouse in Manaus.
We purchase virtually all of our base oils from Petrobras, to use as feedstock in our blending plant located in Rio de Janeiro. In addition, we also have a pier facility available for importing raw material, which gives us additional flexibility and a significant competitive advantage. The lubricants produced at our LOBP are sold to exclusive distributors and direct customers. Distributors have an evergreen contract, and most direct customers have a five year contract at prices set by us. Distributors then resell the products to customers in our retail market. In addition, distributors are contractually obligated to sell “Esso” and “Mobil” products and may not sell products directly competing with such brands. Approximately 97% of our sales volume is blended domestically, with the majority of the production delivered to the domestic market. Most of our lubricant sales are concentrated in the Southeast and South regions of Brazil.
Our LOBP provides an efficient and reliable local blending facility with the ability to import base oils. Approximately 6% of our finished lubricants volumes comes from our branded service stations. Since 2004, our branded service stations have been entirely served by our distributors, highlighting the significant synergies between our fuel marketing and lubricants businesses. On average, the LOBP receives approximately 3,000 orders per month, 4,800 invoices per month and has 2,200 shipments per month only or CIF (Cost, insurance and freight) with 56% of the volume delivered FOB during fiscal year 2010. The LOBP was built as a grassroots facility and commenced operations in 1957. Significant investments were undertaken in 2002. The distribution and logistics system for LOBP relies on six packaged carriers, three bulk carriers and one inbound carrier to distribute the products. Our LOBP is also supported by warehouses in Duque de Caxias and Manaus.
Cogeneration of Electrical Power
Sugarcane is composed of water, fibers, sucrose and other sugar molecules (glucose and fructose) and minerals. When the sugarcane goes through the milling process, we separate the water, sugar and minerals from the fibers, and are left with sugarcane bagasse. Sugarcane bagasse is an important by-product of sugarcane, and it is used as fuel for the boilers in our plants, through the so-called cogeneration process.
Cogeneration is the production of two kinds of energy—usually electricity and heat—from a single source of fuel. In our process, sugarcane bagasse is burned at very high temperatures in boilers, heating the water that is transformed into steam. This steam can be used in the form of: mechanical energy (to move crushers, for example), thermo energy (to heat the juice in the crystallization process, for example) and electricity, when this steam is used to move turbo-generators. Historically, the energy produced by Brazilian mills has not been price competitive, when compared to the low cost Brazilian hydro-electricity. Consequently, the majority of the groups in the sugar and ethanol sector have not invested in expanding their energy generation for sale, and the majority of the mills were constructed with low-pressure boilers, which are considered not to be the most efficient process.
Since 2000, the Brazilian economy has experienced significant growth, which in turn has resulted in increased demand for energy. However, hydro- and thermo-electricity have not been able to keep pace for the following reasons: (1) new hydro-electric plants are located in regions (such as the Amazon) distant from consumption centers; (2) significant lead-time is required to construct new hydro- and thermo-electric plants; (3) significant investments are required for transmission lines, pipelines (for natural gas used in thermo-electric plants) and barges; (4) significant environmental costs associated with both types of electricity generation; and (5) increased price of the fuel (natural gas) for thermo-electricity and dependence on Bolivia (principal natural gas supplier). As a result, energy prices in Brazil have been increasing and other alternative sources, such as the electricity from the cogeneration of the sugarcane bagasse, have become increasingly competitive and viable options to satisfy increasing energy demands.
All of our plants are currently energy self-sufficient and the majority of them use low-pressure boilers. In order to expand the energy cogeneration in our mills, we have to replace our current low-pressure boilers with new high-pressure boilers. The steam generated by burning the same amount of bagasse in high-pressure boilers will yield higher pressure and higher temperature and, in turn, turbo-generators will be able to produce significantly more electricity. Excess energy can be sold to the grid. In 2001, we invested in changing one of the boilers at Usina da Serra, which made it possible for us to generate excess electricity that we sold to Companhia Paulista de Força e Luz (CPFL), one of the largest electric power distributors in the State of São Paulo, pursuant to a ten-year power purchase agreement. The installed capacity for third-party sales of this pilot project is only 9 MW. We currently have an installed energy capacity of 860 MW per year from our 23 plants, out of which six delivered energy to the Brazilian energy grid in fiscal year 2010. Six additional energy co-generation projects will come online between 2010 and 2012. We estimate that by 2012 we will have a total installed energy capacity of 1,213 MW, out of which 869 MW will come from plants that will sell excess energy to the grid.
In 2003, we built a successful pilot cogeneration plant at one of our mills, from which we sell surplus energy to Companhia Paulista de Força e Luz - CPFL, one of the largest electric power distributors in the State of São Paulo. We sell energy through bilateral contracts (we currently have contracts with CPFL and Grupo Rede) and through energy auctions promoted by the government, having participated in three auctions of "new energy" in 2005, 2006 and 2008. Currently, we plan to invest in our ten mills and two greenfield projects, out of our 23 producing units, that have already settled contracts to sell energy to third parties. These investments would sum approximately US$1.2 billion and would allow us to sell approximately 2,500 GWh per year. We believe that energy sales will represent a significant source of additional and stable cash flow.
We believe that the principal advantages of energy generated by burning sugarcane bagasse are:
|
·
|
a cleaner energy derived from renewable sources, considered to be “carbon neutral”;
|
|
·
|
highly complementary-relationship to hydro-electric energy, because sugarcane bagasse energy is generated during the crop season, which coincides with the dry period in the Brazilian Center-South region, when water supply levels are lower; and
|
|
·
|
short lead-times to initiate operations is required.
|
In addition, smaller investments in transmission lines to the Brazilian power grid are required because our mills are located close to consumption centers.
Brazil’s electricity system is undergoing widespread reforms. In light of projected growth rates in the Brazilian economy, we believe that increased investments in alternative energy sources, such as cogeneration, will be required as hydro-electric energy prices continue to rise. We believe investments in cogeneration will be encouraged by the Brazilian government, which has offered incentives, such as more attractive financing lines from BNDES, for generation from sugarcane bagasse.
Carbon Credits
Pursuant to the Kyoto Protocol, signatory nations will have the option of engaging in emissions trading in order to comply with Kyoto Protocol emissions levels. The emissions trading option enables a country to purchase Assigned Amount Units, or “AAUs”, Certified Emissions Reductions, or “CERs”, Emission Reduction Units or “ERUs” and Removal Units, or “RMUs” from another country that has excess unused AAUs, CERs, ERUs and RMUs, also known as carbon credits. The purchasing country can then use these carbon credits to meet its climate mitigation objectives. Demand has arisen primarily from European, Japanese and Canadian companies.
Since 2002, we have been selling carbon credits generated from the energy we sell at Serra mill. Through this pilot project we initiated our investments in electric energy cogeneration, in order to sell the surplus. The amount of energy sold annually is currently immaterial (approximately 30 GWh), which corresponds to 9000 CERs generated annually. The Serra mill has been accredited to sell CERs for an initial period of seven years, which expired in 2009, and we are currently requesting the renewal to sell CERs for an additional seven-year period, expiring in 2016. This project was a pioneer initiative recognized and approved by the United Nations as one of the first carbon credit trading projects in the world. We generate carbon credits as we are producing and selling a cleaner electricity generated from bagasse, which is a renewable source. As a result, when we send this energy to the grid, we are providing a substitute for a fossil fuel source of energy. This substitution is measured by companies accredited by the United Nations, through approved methodologies, to quantify the amount of carbon credits to be generated and therefore available for sale.
We are also developing six new projects in our Costa Pinto, Rafard, GASA, Barra, Jataí and Bonfim Mills, which are expected to generate 300,000 tons of carbon credits annually. These six new projects are currently under development or requesting the appropriate certifications. Moreover, we believe that Cosan has a great potential for generating carbon credits, if similar projects are implemented in the other cogeneration plants. However, we cannot predict the future of this market, or to quantify our ability to generate and sell any amount of CERs, as these private sector emissions trading markets remain new, uncertain and very dynamic.
Sugar Logistics
Our sugar logistics operations are run through Rumo Logística, which we believe offers an integrated and cost competitive logistics solution to sugar producers located in the Center South of Brazil by transporting sugar from the mill by truck or rail to be loaded at its bulk sugar port terminal in Santos. We also offer sugar storage services. Rumo Logística started in fiscal year 2010 to transport sugar by truck and rail for ourselves and other sugar producers. Rumo Logística is also the owner of the largest bulk sugar port terminal in the world at the Port of Santos with a current annual loading capacity of 10 million tons, having loaded 8.1 million tons in fiscal year 2010. We are currently investing in this facility to add an additional wharf to the terminal to increase capacity from the present 10 million tons to 18 million tons by 2014. After the expansion, the port terminal will have the capacity to support 70% of the volume exported by the Center-South region sugar producers of Brazil.
In order to expand its operations, on March 9, 2009, Rumo Logística signed a long-term agreement with América Latina Logística S.A., or ALL, providing for the transportation by ALL of raw sugar and other sugar derivatives and the expansion of ALL’s rail transport capacity through investments in ALL’s rail network. As
part of the agreement, Rumo Logística will invest up to R$1.3 billion in a rail transportation system to be operated by ALL, including rolling stock and permanent ways, modern locomotives and hopper railcars and trans-shipment warehouses. In return, ALL will provide transport services, guaranteeing (1) a minimum volume curve reaching 1.09 million tons per month during the sugar season starting in the 4th year, (2) competitive tariffs to sugar producers compared to truck transportation alternatives available to them, (3) project management in connection with the planned investments, and (4) payment of a rent per ton of sugar transported for the investments undertaken by Rumo Logística. To finance these capital expenditures, Rumo Logística has already contracted R$370 million of long term credit facilities from BNDES and raised capital with an equity private partner through the sale of a minority ownership stake. We expect Rumo Logística to obtain an additional credit facility from BNDES to fund the remaining capital expenditures.
Competition
The sugar industry in Brazil has experienced increased consolidation through merger and acquisition activity during the last several years. Most of this activity has involved companies and facilities located in the Center-South region of Brazil, one of the most productive sugar producing regions in the world. Despite this recent wave of consolidation, the industry remains highly fragmented with more than 320 sugar mills and 100 company groups participating. We are the largest ethanol and sugar producer in Brazil in terms of production volume and sales, with 50.3 million tons of crushed sugarcane in fiscal year 2010.
Many ethanol and sugar producers in Brazil market their ethanol and sugar products through the Copersucar. Copersucar is a private cooperative that was created in 1959 by 10 sugar mills in the State of São Paulo in order to provide a shared commercial distribution for their ethanol and sugar production. Currently, Copersucar is comprised of 38 producers in the states of São Paulo, Minas Gerais and Paraná. During the 2009/2010 harvest, Copersucar’s affiliated mills crushed approximately 74.0 million tons of sugarcane.
We also face competition from international sugar producers. We are the third largest sugar producer in the world with 3.5 million tons of sugar produced in the 2009/2010 harvest, behind British Sugar (4.4 million tons of sugar produced in the 2009/2010 harvest) and Südzucker AG of Germany (with 4.3 million tons of sugar produced in the same period). These producers, however, are the beneficiaries of considerable governmental subsidies in their principal sales markets.
In the fuel the distribution business, we are subject to competition, both from companies in the industries in which we operate and from companies in other industries that produce similar products. Our competitors include service stations of large integrated oil companies, independent gasoline service stations, convenience stores, fast food stores, and other similar retail outlets, some of which are well-recognized national or regional retail systems. The Brazilian fuel distribution industry has consolidated significantly in recent years, with the five major distributors increasing their combined market share from 65.2% in 2000 to 76.1% in 2009. The top-five distributors in Brazil are: Petrobras, operating through the BR Distribuidora brand, Ultrapar S.A., through the Ipiranga and Texaco brands, Shell Brasil Ltda., a subsidiary of Royal Dutch Shell, CCL, through the Esso brand, and AleSat Combustíveis S.A., a domestic Brazilian fuels distribution. The principal competitive factors affecting the retail marketing operations include site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition. We believe that we are in a strong position to compete effectively on ethanol due to the synergies that further integration with Cosan will bring.
We also face competition from international ethanol producers that use other ethanol sources, such as corn and sugar beet for the generation of fuel ethanol.
Trademarks
Cosan has 141 trademarks registered with the National Intellectual Property Institute, or “INPI”, along with 60 pending trademark registration requests. Our principal trademarks, União and Da Barra, are registered with INPI in multiple classes, which allow us to use these trademarks in the sugar, chocolate and various other markets.
CCL has no trademarks registered with the INPI and has 16 pending trademark registration requests. CCL is licensed to use ExxonMobil trademarks. CCL has a five-year agreement for fuels and ten-year agreement for lubricants, with ExxonMobil, expiring in 2013 and 2018 respectively, renewable at ExxonMobil's sole discretion, for the use of the “Esso” and “Mobil” brands, among others.
Research and Development
Crop Monitoring
In 2002, we established a partnership with the University of Campinas (Universidade de Campinas), or UNICAMP, to develop a geographic information system to improve the monitoring of our crops. Through this partnership, we have developed a tool that monitors the sugarcane crops with the use of satellite images. By using the system we are able to have more accurately production estimative. Further, we are able to get extremely detailed information on the state of our crops, which gives us the opportunity to improve the procedures of agricultural crop treatment. Currently, we monitor all land where we produce sugarcane, either in our own land, on leased areas or areas of suppliers.
Development of Sugarcane Varieties and other Products
We have agreements with the following technological institutes for the development of new varieties of sugarcane: Sugarcane Technology Center (Centro de Tecnologia Canavieira), or “CTC”, in which we are a major shareholder; Federal University of São Carlos (Universidade Federal de São Carlos), or “UFSCAR”; and Research Agronomical Institute (Instituto Agronômico de Pesquisa), or “IAC”. CTC is a private institution focused on research and development of new technologies for agricultural activities, logistics, and industry, as well as creating new varieties of sugarcane. CTC has already developed biological ways for controlling pests and biodegradable plastic (PHB), and also created a VVHP-type (very, very high polarization) sugar that requires less energy to be processed, and cogeneration technology.
We also analyze and develop different products used to facilitate and enhance the growth of sugarcane, such as herbicides and fertilizers, also taking into consideration the different conditions of our sugarcane fields. We share this technology with our sugarcane suppliers to enable them to enjoy higher yields and better quality sugarcane.
In June 2006, we engaged CanaVialis S.A., or “CanaVialis”, to provide Cosan access to its sugarcane genetic improvement program specifically tailored to our mills. CanaVialis, which is affiliated with Monsanto, is Brazil’s only privately-owned firm focused on the genetic improvement of sugarcane. We believe we will benefit from their support services and use of their biofactory (the largest in Brazil), which will allow us to decrease the amount of time required for seedling production and grant us access to new, improved sugarcane varieties through their genetic improvement program. CanaVialis set up an experimental station in our Destivale mill, which began testing new species of sugarcane especially selected for Cosan’s production framework.
We invested approximately US$2.9 million in research and development in fiscal year 2008. In transition fiscal year 2009, we invested US$2.3 million. In fiscal year 2010, we invested US$3.4 million.
Sugarcane varieties for greenfields
We have also identified other areas where we can build additional greenfield projects. We believe Brazil has land available to expand sugarcane plantations. The areas where we believe there is potential for sugarcane growth are illustrated below:
We have collected weather and soil data for all these areas. However, in order to obtain the productivity levels that we expect, we will first establish field trials to identify the varieties that can be cultivated in each target region. We will select sugarcane varieties adapted to each target region through a customized genetic selection program. For that purpose, we intend to establish up to ten small field stations in the regions specified in the right side map above.
CanaVialis has been working with Cosan to organize this network of stations and to ensure the quality of the field trials and the region-specific genetic selection program. Approximately US$25.0 million of the net proceeds of our initial public offering were used in funding this network of field stations over six years. We plan to use advanced genetic research provided by CanaVialis to select and breed sugarcane varieties for each of these new production environments.
In December 2009, Cosan and Amyris entered into a letter of intent agreement for the adoption of technology developed by Amyris for the production of biofuels with high added value in one of our mills. Together, we plan to invest up to R$50 million. This investment will also allow for the production of farnasene, a chemical component that results from fermentation of sugarcane syrup with yeasts. Cosan and Amyris are currently studying how to implement the partnership and obtain the required capital for the project.
Environmental Regulations
We are subject to various Brazilian federal, state and local environmental protection and health and safety laws and regulations as well as foreign environmental protection and health and safety laws and regulations governing, among other things:
|
·
|
the generation, storage, handling, use and transportation of hazardous materials;
|
|
·
|
the emission and discharge of hazardous materials into the ground, air or water; and
|
|
·
|
the health and safety of our employees.
|
We may not have been or may not be at all times in complete compliance with such laws and regulations. Violation of these laws and regulations can result in substantial fines, administrative sanctions, criminal penalties, revocations of operating permits and/or shutdowns of our facilities.
We may be required to repair or remediate environmental damage we cause, as well as damage caused by third-party subcontractors. Additionally, under certain environmental laws, we could be held strictly liable for all of the costs relating to any contamination at our or our predecessors’ current and former facilities and at third-party waste disposal sites. We could also be held liable for any and all consequences arising out of human exposure to hazardous substances such as pesticides and herbicides or other environmental damage.
Permits. Certain environmental laws also require us to obtain from governmental authorities permits, licenses and authorizations to install and operate our mills, to burn sugarcane, and to perform some of our other operations. In addition, under federal and state laws, we are required to obtain authorizations to use water resources for irrigation and industrial purposes. Violations of such laws and regulations can result in the revocation or modification of our licenses, permits and authorizations, as well as administrative sanctions, fines and injunctions for the individuals and entities involved.
In Brazil, prior to the construction, setting up, extension or operation of facilities or the performance of activities that use natural resources or that may have a current or potential polluting effect, environmental licenses must be obtained from the proper federal, state and/or municipal governmental authorities. In issuing such environmental licenses, the competent governmental authority establishes conditions, restrictions and inspection measures applicable to the project, according to environmental laws and administrative regulations, including pollution control and environmental management requirements.
We are subject to the regulations of the Companhia de Tecnologia de Saneamento Ambiental—CETESB, or “CETESB”, the pollution control and remediation agency of the State of São Paulo, the AGMA – Agência Goiana de Meio-Ambiente, the pollution control and remediation agency of the State of Goiás and the IMASUL – Instituto de Meio-Ambiente do Mato Grosso do Sul, the pollution control and remediation agency of the State of Mato Grosso do Sul.
Environmental Licensing of Cosan. On March 31, 2010, we operated 23 mills (comprising four sugar refineries) and two port facilities in Brazil. All 23 mills obtained environmental operating licenses. Our port facilities have been excused from obtaining an installation license, which is granted to authorize setting up the project based on specifications provided for in the approved plans, programs and designs, including measures of environmental control and further conditions. We have obtained 10 operating licenses for our generation projects and we are in the process of obtaining licenses for two other cogeneration projects that will start operating in the next two years.
Sugarcane Burning. São Paulo state and certain local governments have established laws and regulations that limit our ability to burn sugarcane or that reduce and/or eliminate the burning of sugarcane entirely. São Paulo State regulation establishes that sugarcane burning must end by 2021 in areas where the terrain allows for mechanized harvesting, and by 2031 in all other areas. We have voluntarily committed ourselves to the Agri-Environmental Sugarcane Protocol, which establishes accelerated deadlines for the reduction of sugarcane burning. By signing this protocol, we committed to eliminate the sugarcane burning by 2014 in mechanized areas and by 2017 in non-mechanized areas. For our new plantation areas we have committed not to burn sugarcane.
For areas that are suitable for the replacement of a manual with a mechanical harvest, the burning of sugarcane must be reduced as follows:
|
·
|
70% of the harvested area by 2010;
|
|
·
|
100% of the harvested area by 2014.
|
For areas that do not technically allow the replacement of a manual harvest for a mechanical harvest, the burning of sugarcane must be reduced as follows:
|
·
|
30% of the harvested area by 2010;
|
|
·
|
100% of the harvested area by 2017.
|
Sugarcane producers are also required to burn sugarcane at least one kilometer from urban centers, at least 25 meters from telecommunication stations, at least 15 meters from electricity transmission and distribution lines and at least 15 meters from federal and state railways and highways. The law requires sugarcane producers to give prior notice of the burning of sugarcane to the State of São Paulo Department for the Protection of Natural Resources (Departamento Estadual de Proteção de Recursos Naturais), or “DEPRN”, and to the owners of lands surrounding the area where the sugarcane will be burned.
Certain local governments have recently enacted more stringent laws that prohibit sugarcane burning completely. It is unclear at this point which, if any, of our properties might be affected by these local laws. In addition, the laws in this area are uncertain, complex and subject to change at any time.
There is a likelihood that increasingly stringent regulations relating to the burning of sugarcane will be imposed by the State of São Paulo and other governmental agencies in the near future. As a result, the costs to comply with existing or new laws or regulations are likely to increase, our ability to operate our own plants and harvest our sugarcane crops may be adversely impacted, and the price we may have to pay to purchase already processed sugar may increase.
Our actual or alleged failure to comply with these laws and regulations has subjected and will in the future subject us to legal and administrative actions. These actions can impose civil or criminal penalties on the company, including a requirement to pay penalties or fines, an obligation to make capital and other expenditures or an obligation to materially change or cease some operations.
We cannot assure you that the above costs, liabilities and adverse impacts to our operations will not result in a material adverse effect on our business, results of operations or financial condition.
Brazilian Forestry Code. We are subject to the Brazilian Forestry Code, which prohibits land use in certain permanently protected areas, and obligates us to maintain and register a forestry reserve in each of our rural landholdings covering at least 20% of the total area of such land. In those properties where the legal forestry reserve does not meet the legal minimum, we are permitted to perform gradual reforestation until 100% of the legal forestry reserve is restored. We are currently performing the gradual reforestation of our properties and are in the process of recording this reforestation in the registries of our landholdings, as required by applicable law. If we violate or fail to comply with the Brazilian Forestry Code, we could be fined or otherwise sanctioned by regulators.
Environmental Proceedings. We are party to a number of administrative and judicial proceedings for actual or alleged failure to comply with environmental laws and regulations which may result in fines, shutdowns, or other adverse effects on our operations.
Non-compliance with environmental law is subject to administrative, civil and/or criminal sanctions.
|
·
|
Civil Liability: Brazilian law provides for strict and joint and several liability for polluters (i.e. persons or legal entities, private or public, which are directly or indirectly responsible for an activity that causes environmental damage). Strict liability means that a party can be held responsible regardless of its knowledge, fault and degree of care or intent. Joint and several liability means that any individual party directly or indirectly involved with the cause of the damage may be sued for the entire amount of such damage, with the right to proportionally recover the losses from the other responsible parties.
|
In public civil actions against polluters, the plaintiff may seek money damages or specific performance to, among other things, (1) discontinue polluting activities; (2) restore the environment; or (3) fulfill any
environmental law requirement. Usually money damages are awarded to plaintiffs as compensation for losses or are imposed on polluters when the environment may not be restored. The plaintiff may also obtain preliminary or temporary injunctions against polluters by proving the existence of irreparable damages to the environment or public health.
|
·
|
Criminal and administrative liability: Brazilian law provides for significant administrative and criminal sanctions against legal entities and individuals that violate regulations regarding the protection of natural resources, pollution control and fuel leaks. The sanctions for administrative infractions include: (1) warnings, (2) fines, which may range from R$50 to R$50,000,000 (US$27.93 to US$27,930,000) that can be doubled or tripled in case of recidivism, (3) partial or total interruption or suspension of business operations, (4) demolition, (5) cancellation of licenses, (6) loss or restriction of tax incentives and benefits, (7) loss or suspension of eligibility for credit lines with official credit institutions, and (8) prohibition from contracting with the government. The criminal penalties imposed may involve imprisonment or confinement, may limit or restrict certain rights (such as the temporary suspension or cancellation of an authorization, or prohibition to contract with public bodies), and may also include a monetary penalty.
|
We have made and expect to make substantial capital expenditures on an ongoing basis to continue to ensure our compliance with environmental laws and regulations, including those mentioned above. Our environmental compliance costs are likely to increase as a result of the projected increase in our production capacity. In addition, as a result of future expansion of our activities, as well as future regulatory and other developments, the amount and timing of future expenditures required for us to remain in compliance with environmental regulations could increase substantially from their current levels.
Insurance
Cosan maintains insurance covering all of our inventory of ethanol and sugar and buildings and equipment in certain of our mills, against fire, lightning and explosions of any nature, in an aggregate amount of approximately R$3.1 billion (US$1.7 billion). Our inventories of ethanol and sugar located in different mills and warehouses are covered by insurance policies that are annually renewed.
Cosan Portuária/Teaçu maintains civil liability insurance providing protection against any damage caused to third parties in its warehouses, equipment and third parties goods and boats in an aggregate amount equal to approximately R$132 million (US$70.6 million). Cosan Portuária/Teaçu also maintains employers’ civil liability insurance.
CCL maintains real property insurance against fire, lightning and explosions of its buildings and equipments. The inventories of fuels and lubricants are located in warehouses and are insured under a policy that expires in October 2010. CCL also maintains insurance covering buildings and equipment located in certain terminals, warehouses, tanks, other facilities and services stations. CCL maintains an insurance policy covering products that are transported by truck, ship, ferry and trains. CCL maintains a third party liability policy covering damages to third parties.
We do not anticipate having any difficulties in renewing any of our insurance policies and believe that our insurance coverage is reasonable in amount and consistent with industry standards in Brazil.
The following subsidiaries were included in our audited consolidated financial statements for fiscal year 2010, the eleven months ended March 31, 2009 and the years ended April 30, 2008 and 2007.
|
Ownership % as of March 31,
|
Ownership % as of April 30,
|
|||||||||||||||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||||||||||||||||
|
Direct
|
Indirect
|
Direct
|
Indirect
|
Direct
|
Indirect
|
Direct
|
Indirect
|
|||||||||||||||||||||||||
|
Cosan S.A. Indústria e Comércio
|
62.27 | 68.9 | — | 62.8 | — | 51.0 | — | |||||||||||||||||||||||||
|
Cosan Operadora Portuária S.A.
|
— | 57.8 | — | 62.0 | — | 56.5 | — | 45.9 | ||||||||||||||||||||||||
|
Administração de Participações Aguassanta Ltda.
|
— | 56.9 | — | 63.0 | — | 57.5 | — | 46.7 | ||||||||||||||||||||||||
|
Agrícola Ponte Alta S.A.
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 50.2 | ||||||||||||||||||||||||
|
Cosan Distribuidora de Combustíveis Ltda.
|
— | 62.2 | — | 68.8 | — | 62.7 | — | 50.9 | ||||||||||||||||||||||||
|
Cosan S.A. Bioenergia
|
— | 62.2 | — | 68.9 | — | 62.8 | — | 50.9 | ||||||||||||||||||||||||
|
Corona Bioenergia S.A.(1)
|
— | — | — | — | — | — | — | 50.2 | ||||||||||||||||||||||||
|
FBA Bioenergia S.A.(1)
|
— | — | — | — | — | — | — | 50.2 | ||||||||||||||||||||||||
|
Barra Bioenergia S.A.(1)
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 50.2 | ||||||||||||||||||||||||
|
Cosan International Universal Corporation
|
— | 62.2 | — | 68.9 | — | 62.8 | — | 51.0 | ||||||||||||||||||||||||
|
Cosan Finance Limited
|
— | 62.2 | — | 68.9 | — | 62.8 | — | 51.0 | ||||||||||||||||||||||||
|
Da Barra Alimentos Ltda.
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 50.2 | ||||||||||||||||||||||||
|
Barrapar Participações Ltda.
|
— | 62.0 | — | 68.6 | — | — | — | — | ||||||||||||||||||||||||
|
Aliança Indústria e Comércio de Açúcar e Álcool S.A.
|
— | 62.0 | — | 68.6 | — | — | — | — | ||||||||||||||||||||||||
|
Águas da Ponte Alta S.A.
|
— | 62.0 | — | 68.6 | — | — | — | — | ||||||||||||||||||||||||
|
Vale da Ponte Alta S.A.
|
— | 62.0 | — | 68.6 | — | — | — | — | ||||||||||||||||||||||||
|
Bonfim Nova Tamoio—BNT Agrícola Ltda.
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 50.2 | ||||||||||||||||||||||||
|
Cosan S.A. Açúcar e Álcool (2)
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 50.2 | ||||||||||||||||||||||||
|
Copsapar Participações S.A.
|
— | 56.0 | — | 62.0 | — | — | — | — | ||||||||||||||||||||||||
|
Grançucar S.A. Refinadora de Açúcar
|
— | 62.2 | — | 68.9 | — | 62.8 | — | 51.0 | ||||||||||||||||||||||||
|
Cosan Centroeste S.A. Açúcar e Álcool (3)
|
— | 62.0 | — | 68.6 | — | 62.2 | — | 51.0 | ||||||||||||||||||||||||
|
Benálcool Açúcar e Álcool S.A.
|
— | 62.0 | — | 68.6 | — | 62.2 | — | — | ||||||||||||||||||||||||
|
Cosanpar Participações S.A.
|
— | — | — | 68.9 | — | — | — | — | ||||||||||||||||||||||||
|
Cosan Combustíveis e Lubrificantes S.A.(4) (5)
|
— | 62.2 | — | 68.9 | — | — | — | — | ||||||||||||||||||||||||
_____________
|
(1)
|
FBA Bioenergia merged into Barra Bioenergia and Corona Bioenergia, being renamed as Barra Bioenergia S.A.
|
|
(2)
|
Usina da Barra S.A. Açúcar e Álcool changed its corporate name to Cosan S.A. Açúcar e Álcool.
|
|
(3)
|
The Company sold its equity interest in this company, on July 23, 2007, to Agrícola Ponte Alta S.A.
|
|
(4)
|
Cosan Combustíveis e Lubrificantes S.A. was included from December 1, 2008 onwards.
|
|
(5)
|
On June 23, 2009, Cosanpar Participações S.A. and Cosan Combustíveis e Lubrificantes S.A. merged.
|
The following table sets forth the amounts related to property, plant and equipment at the end of fiscal year 2010, transition fiscal year 2009 and for the years ended April 30, 2008 and 2007:
|
At March 31,
|
At April 30,
|
|||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||
|
(in millions of US$)
|
||||||||||||||||
|
Land and attached properties
|
US$ | 506.6 | US$ | 401.1 | US$ | 262.4 | US$ | 158.0 | ||||||||
|
Machinery, equipment and installations
|
2,759.0 | 1,285.5 | 1,235.3 | 868.8 | ||||||||||||
|
Vehicles
|
168.9 | 123.9 | 117.4 | 87.8 | ||||||||||||
|
Furniture, fixtures and computer equipment
|
71.3 | 44.6 | 50.5 | 20.1 | ||||||||||||
|
Buildings
|
580.2 | 229.3 | 128.6 | 94.2 | ||||||||||||
|
Leasehold improvements
|
264.7 | 153.4 | 141.6 | 93.3 | ||||||||||||
|
Construction in progress
|
811.4 | 395.2 | 372.0 | 130.3 | ||||||||||||
|
Sugarcane plant development costs
|
807.8 | 655.3 | 730.7 | 373.3 | ||||||||||||
| 5,969.8 | 3,288.3 | 3,038.4 | 1,825.8 | |||||||||||||
|
Accumulated depreciation and amortization
|
(1,823.3 | ) | (1,028.9 | ) | (1,020.3 | ) | (631.8 | ) | ||||||||
|
Total
|
4,146.5 | US$ | 2,259.4 | US$ | 2,018.1 | US$ | 1,194.0 | |||||||||
The following table sets forth the types of products produced by and the production capacity and production volumes of each of our mills for the periods indicated:
|
Name
|
Products
|
Annual Crushing Capacity
|
Sugarcane Volume Processed
|
|||||||||||||||||||||||||||||||||||
|
For Fiscal
Year Ended
|
For Eleven Months Ended
|
For Fiscal Year Ended
|
Crop
2009/2010
|
Crop
2008/2009
|
Crop
2007/2008
|
|||||||||||||||||||||||||||||||||
|
March 31,
2010
|
March 31,
2009
|
April 30,
2008
|
April 30,
2007
|
April 30,
2006
|
||||||||||||||||||||||||||||||||||
|
(in millions of tons)
|
||||||||||||||||||||||||||||||||||||||
|
Da Barra
|
sugar, ethanol
and cogeneration
|
8.20 | 7.10 | 6.98 | 7.16 | 6.56 | 6.75 | 7.10 | 7.38 | 6.82 | ||||||||||||||||||||||||||||
|
Bonfim
|
sugar, ethanol
and cogeneration
|
4.32 | 4.22 | 4.61 | 4.30 | 3.81 | – | 4.22 | 4.79 | 4.13 | ||||||||||||||||||||||||||||
|
Costa Pinto
|
sugar, ethanol
and cogeneration
|
4.64 | 4.53 | 4.10 | 4.07 | 3.68 | 3.27 | 4.53 | 4.18 | 3.99 | ||||||||||||||||||||||||||||
|
Junqueira
|
sugar, ethanol
and cogeneration
|
3.12 | 2.95 | 2.78 | 2.57 | 2.49 | 2.71 | 2.95 | 2.81 | 2.54 | ||||||||||||||||||||||||||||
|
Rafard
|
sugar, ethanol
and cogeneration
|
2.84 | 2.45 | 2.49 | 2.54 | 2.32 | 2.16 | 2.45 | 2.56 | 2.50 | ||||||||||||||||||||||||||||
|
Univalem
|
sugar, ethanol
and cogeneration
|
2.79 | 2.11 | 2.38 | 2.30 | 2.17 | 1.75 | 2.10 | 2.51 | 2.31 | ||||||||||||||||||||||||||||
|
Santa Helena
|
sugar, ethanol
and cogeneration
|
2.47 | 2.04 | 2.11 | 2.15 | 1.87 | 1.75 | 2.04 | 2.22 | 2.08 | ||||||||||||||||||||||||||||
|
Ipaussu
|
sugar, ethanol
and cogeneration
|
2.33 | 2.03 | 2.13 | 2.19 | 1.91 | 1.63 | 2.03 | 2.10 | 2.17 | ||||||||||||||||||||||||||||
|
Diamante
|
sugar, ethanol
and cogeneration
|
2.31 | 2.05 | 1.96 | 1.99 | 1.90 | 1.86 | 2.05 | 2.08 | 1.88 | ||||||||||||||||||||||||||||
|
Serra
|
sugar, ethanol
and cogeneration
|
2.16 | 1.91 | 1.84 | 1.82 | 1.63 | 1.55 | 1.91 | 1.95 | 1.72 | ||||||||||||||||||||||||||||
|
Tamoio
|
sugar and
cogeneration
|
1.57 | 1.30 | 1.32 | 1.24 | 0.98 | – | 1.30 | 1.41 | 1.15 | ||||||||||||||||||||||||||||
|
São Francisco
|
sugar and
cogeneration
|
1.82 | 1.54 | 1.53 | 1.66 | 1.48 | 1.23 | 1.54 | 1.64 | 1.57 | ||||||||||||||||||||||||||||
|
Name
|
Products
|
Annual Crushing Capacity
|
Sugarcane Volume Processed
|
|||||||||||||||||||||||||||||||||||
|
For Fiscal
Year Ended
|
For Eleven Months Ended
|
For Fiscal Year Ended
|
Crop
2009/2010
|
Crop
2008/2009
|
Crop
2007/2008
|
|||||||||||||||||||||||||||||||||
|
March 31,
2010
|
March 31,
2009
|
April 30,
2008
|
April 30,
2007
|
April 30,
2006
|
||||||||||||||||||||||||||||||||||
|
(in millions of tons)
|
||||||||||||||||||||||||||||||||||||||
|
Dois Córregos
|
sugar, ethanol
and cogeneration
|
1.67 | 1.39 | 1.41 | 1.43 | 1.20 | 1.26 | 1.39 | 1.50 | 1.34 | ||||||||||||||||||||||||||||
|
Destivale
|
sugar, ethanol
and cogeneration
|
1.62 | 1.41 | 1.41 | 1.37 | 1.08 | 0.86 | 1.41 | 1.46 | 1.38 | ||||||||||||||||||||||||||||
|
Mundial
|
sugar, ethanol
and cogeneration
|
1.47 | 1.27 | 1.25 | 1.15 | 0.87 | 0.01 | 1.27 | 1.32 | 1.07 | ||||||||||||||||||||||||||||
|
Gasa
|
sugar, ethanol
and cogeneration
|
2.09 | 2.95 | 1.88 | 1.18 | 1.22 | 1.11 | 2.95 | 1.88 | 1.20 | ||||||||||||||||||||||||||||
|
Bom Retiro
|
sugar, ethanol
and cogeneration
|
1.49 | 1.32 | 1.30 | 1.21 | 0.98 | — | 1.32 | 1.34 | 1.17 | ||||||||||||||||||||||||||||
|
Benálcool
|
sugar, ethanol
and cogeneration
|
1.22 | 1.02 | 1.10 | 0.59 | — | — | 1.02 | 1.10 | — | ||||||||||||||||||||||||||||
|
Jataí
|
sugar, ethanol
and cogeneration
|
2.1 | 0.34 | — | — | — | — | 0.34 | — | — | ||||||||||||||||||||||||||||
|
Caarapó
|
sugar, ethanol
and cogeneration
|
2.0 | 0.14 | — | — | — | — | 0.03 | — | — | ||||||||||||||||||||||||||||
|
Tarumá
|
sugar, ethanol
and cogeneration
|
4.50 | 3.07 | * | — | * | — | * | — | * | — | * | 4.18 | — | * | — | * | |||||||||||||||||||||
|
Maracaí
|
sugar, ethanol
and cogeneration
|
3.50 | 2.36 | — | * | — | * | — | * | — | * | 3.23 | — | * | — | * | ||||||||||||||||||||||
|
Paralcool
|
sugar, ethanol
and cogeneration
|
1.29 | 0.81 | — | * | — | * | — | * | — | * | 1.05 | — | * | — | * | ||||||||||||||||||||||
* Incorporated as of June 2009.
The following map shows the location of our mills:
Expansion Plans
During the last several years, our business has grown mainly due to acquisitions. Because of the increase in acquisition prices in recent years, we started to invest in the expansion of certain of our mills, Gasa and Bonfim, and in greenfield projects to improve our overall crushing capacity. In 2009, however, the prices decreased significantly, therefore we were able to acquire certain assets related to the trading, logistics and industrialization of sugar and ethanol, as well as to the cogeneration of energy of Nova América, which added 10.6 million tons of crushing capacity to our group.
We estimate that we may gain up to an additional 10 million tons of crushing capacity in the next few years upon investing approximately US$550 million, if we decide to continue with these projects. We believe that our expansion plans provide us with the following benefits: (1) investments per ton of additional crushing capacity are significantly lower than the current relative acquisition costs in the Brazilian market; and (2) expanding our mills will allow us to gain scale and improve our production processes, thereby reducing operating costs and improving yields.
Greenfield Projects
We have invested in a sizable, state-of-the-art, fully-dedicated ethanol greenfield project. The Jataí plant is projected to have approximately 4 million tons of crushing capacity and began operations in the third quarter of fiscal year 2010.
We believe that the productivity achieved in this new plant in the State of Goiás is equal to or better than currently obtained in our 21 operating plants in the State of São Paulo, representing an average of 90.0 tons of cane sugar by hectare. The industrial facilities of Jataí began operations in the third quarter of fiscal year 2010, and its crushing capacity will increase as follows:
|
Crushing Capacity For Fiscal Year Ended March 31,
|
||||||||||||||||
|
2011
|
2012
|
2013
|
2014
|
|||||||||||||
|
(million tons)
|
||||||||||||||||
|
Jataí
|
2.1 | 4.0 | 4.0 | 4.0 | ||||||||||||
|
Caarapó
|
2.1 | 2.6 | 2.6 | 2.6 | ||||||||||||
In addition, we will be able to use the railway network that serves much of central Brazil, which may significantly reduce logistics costs of the Jataí plant.
We believe that the greenfield project will enable us to continue to expand our operations; provide us with access to a sizeable area for future growth (State of Goiás) where land prices are currently less expensive than in the State of São Paulo with similar favorable climate, topography and soil conditions present in the Center-South region of Brazil; and increase our ethanol production to meet increasing demand both in Brazil and internationally. Although we expect a short-term increase in logistics costs given the greater distance from the mills to the ports or consumption centers (cities of Jataí, Montividiu and Paraúna are located at approximately 983 kilometers from São Paulo), as well as the less developed transportation system in the region. Nevertheless, there may be an ethanol pipeline project expected to reach the state of Goiás in the near future, which would reduce significantly the transportation cost of our ethanol from these facilities.
We have also invested in the Caarapó plant in the state of Mato Grasso do Sul, a project we inherited in the Nova América acquisition. The industrial facilities of Caarapó began operations in the third quarter of fiscal year 2010 and have a crushing capacity of 2.6 million tons of sugar and production of approximately 75 million liters (19.8 million gallons) of ethanol.
We have already identified other areas where we could build additional greenfield projects in the future.
None.
You should read the following discussion along with our audited consolidated financial statements and the related notes to our audited consolidated financial statements as of and for fiscal year 2010, the eleven months ended March 31, 2009 and the year ended April 30, 2008. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Item 3. Key Information—D. Risk Factors” and described in this annual report generally. Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forward-looking statements. See “Forward-Looking Statements.”
Consolidated Financial Statements
The discussion in this section is based on our audited consolidated financial statements at March 31, 2010 and March 31, 2009 and for the fiscal year ended March 31, 2010, the eleven months ended March 31, 2009 and the fiscal year ended April 30, 2008. We use U.S. GAAP for financial reporting purposes. Our audited consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (i.e., companies as to which the Company holds an ownership interest greater than 50%). Investments in entities in which the Company does not control but has significant influence over managing the business, are accounted for using the equity method. All significant intercompany accounts and transactions are eliminated upon consolidation.
Segment Presentation
In 2010, we modified our segment presentation. We had previously operated in four segments. In connection with some management changes and realignment of the business, we combined the previously separate sugar and ethanol segments into the Sugar and Ethanol segment. We now operate in three segments: sugar and ethanol; fuel and lubricants distribution and sugar logistics. The sugar and ethanol segment mainly operates and produces a broad variety of sugar products, including raw, organic, crystal and refined sugars and consumer products under the “Da Barra” and “União” brands, which are sold to a wide range of customers in Brazil and abroad, as well as produces and sells hydrous, anhydrous and industrial ethanol, which are sold primarily to the Brazilian market. The sugar and ethanol segment also includes our energy co-generation activities and land development businesses. We have retained the fuel and lubricants distribution segment which principally distributes fuels and also produces and sells lubricants. Finally, the acquisition in fiscal year 2010 of Teaçú and Curupay, and their combination with our Novo Rumo business makes up our new operating segment called Sugar Logistics. The Sugar Logistics segment provides logistics services for the transport, storage and port lifting of sugar for us and third parties. Because we use the same assets to produce products for both our Brazilian and export markets, we do not identify assets by market. See note 23 to our audited consolidated financial statements included in this annual report.
Factors Affecting Our Results of Operations
Our results of operations have been influenced and will continue to be influenced by the following key factors:
Acquisitions, Partnerships and Corporate Restructurings
Since May 2004, we have expanded our annual sugarcane crushing capacity by 141.9% from 24.8 million tons to 60 million tons as of March 31, 2010 primarily through acquisitions, partnerships and corporate restructurings (the completion of the Nova América acquisition in June 2009 added 10.6 million tons to our sugarcane crushing capacity). As a result of these acquisitions, partnerships and corporate restructurings, our net sales and gross profit have increased significantly. However, we have not realized all of the expected cost savings from these transactions, as they
have also increased our sugarcane planting-related general and administrative expenses and capital expenditures in order to improve the condition of certain sugarcane fields that we acquired under these transactions. See “Item 4. Information on the Company—A. History and Development of the Company—Acquisitions, Partnerships and Corporate Restructurings.”
Sugar
The profitability of our sugar products is principally affected by fluctuations in the international price of raw sugar and in the real/dollar exchange rate. International raw sugar prices are determined based on the New York Board of Trade Futures Contract No. 11, or “NY11”. Refined sugar trades at a premium to raw sugar, known as the “white premium”, and its price is determined based on the London International Financial Futures and Options Exchange Contract No. 5, or “LIFFE No. 5”. Prices are affected by the perceived and actual supply and demand for sugar and its substitute products. The supply of sugar is affected by weather conditions, governmental trade policies and regulations and the amount of sugarcane and sugar beet planted by farmers, including substitution by farmers of other agricultural commodities for sugarcane or sugar beet. Demand is affected by growth in worldwide consumption of sugar and the prices of substitute sugar products. From time to time, imbalances may occur between overall sugarcane and sugar beet processing capacity, sugarcane and sugar beet supply and the demand for sugar products. Prices of sugar products are also affected by these imbalances, which, in turn, impact our decisions regarding whether and when to purchase, store or process sugarcane, to produce sugar or whether to produce more ethanol.
The table below sets forth the prices for raw sugar NY11 for the periods indicated:
|
Sugar NY11 (US$/lb)
|
||||||||||||||||||||
|
For Fiscal Year Ended March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
|
Initial quote
|
0.1273 | 0.1065 | 0.0924 | 0.1713 | 0.0861 | |||||||||||||||
|
Closing quote
|
0.1659 | 0.1267 | 0.1065 | 0.0924 | 0.1713 | |||||||||||||||
|
Daily average quote
|
0.2080 | 0.1217 | 0.1055 | 0.1247 | 0.1269 | |||||||||||||||
|
Monthly average quote
|
0.2138 | 0.1218 | 0.1049 | 0.1249 | 0.1275 | |||||||||||||||
|
High quote
|
0.2990 | 0.1419 | 0.1502 | 0.1791 | 0.1930 | |||||||||||||||
|
Low quote
|
0.1222 | 0.0952 | 0.0845 | 0.0924 | 0.0823 | |||||||||||||||
_____________
Source: NYBOT; prices from the 1st Generic Future
The table below sets forth the prices for refined sugar LIFFE for the periods indicated:
|
Sugar LIFE (US$/ton)
|
||||||||||||||||||||
|
For Fiscal Year Ended March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
|
Initial quote
|
399.20 | 337.50 | 308.00 | 470.00 | 247.80 | |||||||||||||||
|
Closing quote
|
504.00 | 392.80 | 337.50 | 308.00 | 470.00 | |||||||||||||||
|
Daily average quote
|
557.03 | 358.51 | 314.65 | 386.26 | 336.65 | |||||||||||||||
|
Monthly average quote
|
569.97 | 361.74 | 318.04 | 383.52 | 341.05 | |||||||||||||||
|
High quote
|
759.00 | 392.80 | 397.00 | 489.00 | 479.20 | |||||||||||||||
|
Low quote
|
392.70 | 294.80 | 259.50 | 300.40 | 238.50 | |||||||||||||||
_____________
Source: LIFFE; prices from the 1st Generic Future
World raw sugar prices decreased from US$0.1713 per pound at the end of fiscal year 2006 to US$0.0924 per pound at the end of fiscal year 2007, principally due to: (1) higher U.S. interest rates and uncertainty as to future changes in interest rates, as well as projected lower rates of worldwide economic growth, which caused investors to reduce substantially their emerging market securities and commodities positions; (2) preliminary harvest estimates of a sugar supply surplus in excess of 3 million tons (compared to sugar supply deficits during the previous three harvests), resulting in part from the recovery of sugarcane production in India to pre-2003 levels (when it had a harvest failure); (3) the granting of a 1.4 million ton allowance for subsidized sugar exports from the European Community, which led to higher exports from producers in the European Community in the period prior to the effectiveness of such restrictions in May 2006; and (4) increased domestic sugar production in Russia, China and Ukraine, which historically have been among the largest importers of sugar in the world. Domestic crystal sugar prices in Brazil also decreased, from US$23.76 per 50 kilogram bag at the end of April 2006 to US$15.81 per 50 kilogram bag at the end of April 2007. Due to the 2.7% appreciation of the real against the U.S. dollar during this period, the domestic price of crystal sugar in Brazil in U.S. dollar terms decreased by 33.5% (compared to 32.5% in reais).
World raw sugar prices increased from US$0.0924 per pound at the end of fiscal year 2007 to US$0.1065 per pound at the end of the period ended April 30, 2008, principally due to: (1) the Indian harvest, which was significantly lower than expected mainly due to a reduction in planted area driven by low prices, delays in defining the government-stipulated sugar cane price at the beginning of the harvest and higher returns from other crops such as wheat and rice; (2) the sugar surplus from the last harvest and lower demand; and (3) the increase of Russia’s demand for sugar caused by the lift of the surcharge on sugar imports on May 2008. Crystal sugar prices in Brazil increased from US$15.81 per 50 kilogram bag at the end of April 2007 to US$16.40 per 50 kilogram bag at the end of April 30, 2008, principally due to the continued weakening of the dollar, since its price in reais had decreased.
World raw sugar prices increased from US$0.1065 per pound at the end of fiscal year 2008 to US$0.1267 at the end of transition fiscal year 2009, principally due to (1) lower production than expected in India (declined from 22 million tons to 15 million tons); and (2) combined with the 6.4% devaluation of the U.S. dollar against the real which caused the average cost to remain 24.4% above fiscal year 2008. Crystal sugar prices in Brazil increased from US$16.40 per 50 kilogram bag at the end of April 30, 2008 to US$20.18 per 50 kilogram bag at the end of March 31, 2009, principally due to the devaluation of the U.S. dollar against the real.
World raw sugar prices reached record levels and increased from US$0.1267 per pound at the end of transition fiscal year 2009 to US$0.2990 in January 2010, reflecting the second year of deficit of sugar in the world, especially as result of lower production in India, which swung from a large exporter to great importer. After this peak, sugar prices started to decline again, reaching US$0.1659 by the end of fiscal year 2010, principally due to some signs of the end of world deficit to a more balanced situation, resulting from a larger crop in India and in Brazil (the last one impacted by more adequate weather conditions). Crystal sugar prices in Brazil increased from US$20.18 per 50 kilogram bag at the end of March 31, 2009 to US$37.73 per 50 kilogram bag at the end of March 31, 2010, principally due to lower sugar availability and strong exports during the harvest.
Ethanol
Our ethanol products are affected by domestic Brazilian and international prices of ethanol, competition, governmental policies and regulations and market demand for ethanol as an alternative or additive to gasoline. The price for ethanol we sell in Brazil is set in accordance with market prices, using indices published by the Agriculture School of the University of São Paulo (Escola Superior de Agricultura Luiz de Queiroz—ESALQ) and BM&FBOVESPA as a reference. Prices for ethanol we export are set based on international market prices, including the New York Board of Trade’s recently-launched ethanol futures contract. Prices for the industrial alcohol and bottled alcohol products we sell are also set based on market prices and have been historically higher than market prices for ethanol.
The table below sets forth the prices for hydrous ethanol in the Brazilian market for the periods indicated:
|
Hydrous Ethanol Esalq
(US$/thousand liters)
|
||||||||||||||||||||
|
For Fiscal Year Ended March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
|
Initial quote
|
248.62 | 435.50 | 451.53 | 433.59 | 270.26 | |||||||||||||||
|
Closing quote
|
420.11 | 262.98 | 434.50 | 451.53 | 433.59 | |||||||||||||||
|
Daily average quote
|
453.91 | 371.24 | 366.11 | 386.90 | 377.92 | |||||||||||||||
|
Monthly average quote
|
455.01 | 378.66 | 372.35 | 394.59 | 369.98 | |||||||||||||||
|
High quote
|
677.14 | 456.78 | 448.62 | 475.19 | 579.86 | |||||||||||||||
|
Low quote
|
248.62 | 262.98 | 283.10 | 337.12 | 231.83 | |||||||||||||||
_____________
Source: ESALQ.
The table below sets forth the prices for anhydrous ethanol in the Brazilian market for the periods indicated:
|
Anhydrous Ethanol Esalq
(US$/thousand liters)
|
||||||||||||||||||||
|
For Fiscal Year Ended March 31,
|
For Eleven Months Ended March 31,
|
For Fiscal Year Ended April 30,
|
||||||||||||||||||
|
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
|
Initial quote
|
286.43 | 476.93 | 528.96 | 498.36 | 308.54 | |||||||||||||||
|
Closing quote
|
489.18 | 302.17 | 476.93 | 528.96 | 498.36 | |||||||||||||||
|
Daily average quote
|
518.70 | 438.58 | 417.24 | 432.22 | 413.33 | |||||||||||||||
|
Monthly average quote
|
518.87 | 449.11 | 423.88 | 443.02 | 406.45 | |||||||||||||||
|
High quote
|
734.09 | 559.85 | 524.69 | 537.59 | 569.90 | |||||||||||||||
|
Low quote
|
286.43 | 302.17 | 325.32 | 370.03 | 265.57 | |||||||||||||||
_____________
Source: ESALQ.
The main factors that can explain fluctuations in the price of ethanol are the seasonality of sugarcane harvests, climatic variations and the volume of existing stock. Consequently, the Brazilian market price of ethanol reached US$1.8053 per gallon (US$476.93 per thousand liters) of anhydrous ethanol and US$1.6447 per gallon (US$434,50 per thousand liters) of hydrous ethanol at April 30, 2008, less than April 30, 2007 prices of US$2.0023 per gallon (US$528.96 per thousand liters) of anhydrous ethanol and US$1.7092 per gallon (US$451.53 per thousand liters) of hydrous ethanol. At March 31, 2009, the Brazilian market price of ethanol reached US$1.1438 per gallon (US$302.17 per thousand liters) of anhydrous ethanol and US$0.9955 per gallon (US$262.98 per thousand liters) of hydrous ethanol. At March 31, 2010, the Brazilian market price of ethanol reached US$1.5903 per gallon (US$420.11 per thousand litres) of hydrous ethanol and US$1.8517 per gallon (US$489.18 per thousand liters) of anhydrous ethanol. This increase occurred due to lower availability of ethanol due to the accelerated demand in 2009 (increase in flex fuel car sales) and the reduced supply due to the rainy harvest, resulting in a significant increase in prices of both anhydrous and hydrous ethanol.
Demand for Fuels
Demand for gasoline, ethanol and diesel is susceptible to volatility related to the level of economic activity in Brazil and may also fluctuate depending on the performance of specific industries in the Brazilian market. We expect that a decrease in economic activity would adversely affect demand for fuels.
Recent economic indicators published by IBGE have shown a decrease in unemployment levels over the long-term. IBGE indicators have also shown an improvement in the Brazilian economy, with GDP having increased by 5.1% in 2008 from 2007 and 5.7% in 2007 from 2006. However, in 2009, Brazil’s GDP decreased by 0.2%. Over the past few years, these general positive trends, and the previous availability of credit, have resulted in record levels of vehicle sales. Despite record car sales, Brazil’s current vehicle fleet is small compared to other Latin American countries, with 7.2 inhabitants per vehicle, whereas Argentina has 4.9 and the U.S. has 1.2 inhabitants per vehicle, according to ANFAVEA. Nonetheless, the latter half of 2008 and 2009 was marked by a slowdown in Brazil’s GDP, in part due to the global economic crisis. The impact is greater on sales of diesel fuel, which is primarily used in Brazil by trucks and industrial businesses most affected by a slowdown in the economy. We expect demand for our products, particularly diesel fuels, to continue to be adversely affected with the global financial crisis.
Currency Fluctuations
In fiscal year 2010, 82.1% of our net sales were invoiced in reais and 17.9% of our net sales were invoiced in U.S. dollars or linked to dollar prices. A devaluation of the real affects our consolidated financial statements by:
|
·
|
reducing our real-denominated net sales as a result of the translation of those results into U.S. dollars for consolidation purposes;
|
|
·
|
reducing our real-denominated costs of goods sold, selling, general and administrative expenses, as well as other real-denominated operating costs as a result of the translation of those amounts for consolidation purposes into U.S. dollars;
|
|
·
|
generating foreign exchange transaction gains on U.S. dollar-denominated monetary assets and foreign exchange liabilities on U.S. dollar-denominated liabilities of our Brazilian subsidiaries, which are reflected in our consolidated statement of operations;
|
|
·
|
generating financial losses based on changes in market value of our financial derivatives; and
|
|
·
|
indirectly affecting the international market price of sugar.
|
Similarly, an appreciation of the real in relation to the U.S. dollar would have opposite effects.
Seasonality
Our business is subject to seasonal trends based on the sugarcane growing cycle in the Center-South region of Brazil. The annual sugarcane harvesting period in the Center-South region of Brazil begins in April and ends in December. This creates fluctuations in our inventory, usually peaking in December to cover sales between crop harvest (i.e., January through March), and a degree of seasonality in our gross profit.
Inflation
Inflation rates in Brazil were 12.1% in 2004, 1.2% in 2005, 3.8% in 2006, 7.7% in 2007, and 9.1% in 2008, and decreased by 1.43% in 2009 as measured by the General Price Index—Internal Availability. Inflation affects our financial performance by increasing certain of our operating expenses denominated in reais (and not linked to the U.S. dollar). These operating expenses include labor costs, leases, selling and general administrative expenses. However, inflation did not have a material impact on our business for the periods presented.
Cost Structure
Our cost structure may be divided into costs that are linked to the prices of our products and costs that are not linked to the prices of our products. Two of our principal cost components, raw materials and land leases, are linked to the prices of our products. Accordingly, we adjust the prices of our products to follow
fluctuations in the cost of our raw materials and leased land, substantially minimizing the impact of this cost volatility on our results of operations. In addition, another relevant portion of our costs is represented by agricultural and industrial inputs, some of which are imported and which are also subject to price fluctuations primarily as a result of exchange rate variations. As the majority of our net sales are derived from exports, a substantial portion of fluctuations in the costs of these inputs is offset by similar fluctuations in our Brazilian and international prices, substantially minimizing the impact of this cost volatility on our results of operations.
Other Factors
Other factors that will impact the results of our ethanol and sugar operations include:
|
·
|
hedging transactions (as discussed under “Hedging Transactions and Exposures”);
|
|
·
|
trade barriers in U.S., European and other markets that currently limit access to their domestic sugar industry through quotas, subsidies and restrictions on imports;
|
|
·
|
the evolving use of ethanol derivatives as an alternative to oil derivatives and as a cleaner-burning fuel, derived from renewable sources;
|
|
·
|
the use of ethanol as a cleaner-burning fuel, derived from renewable sources;
|
|
·
|
changes in international prices of oil (denominated in U.S. dollars) and related changes in the domestic prices of oil (denominated in reais);
|
|
·
|
the growth rate of the global economy and its resulting corresponding growth in worldwide sugar consumption;
|
|
·
|
the growth rate of Brazil’s gross domestic product, which impacts the demand for our products and, consequently, our sales volume in Brazil; and
|
|
·
|
the tax policies adopted by the Brazilian federal government and the governments of the Brazilian states in which we operate, and our resulting tax obligations.
|
Critical Accounting Policies
The presentation of our financial condition and results of operations based on U.S. GAAP requires us to make certain judgments and estimates regarding the effects of matters that are inherently uncertain and that impact the carrying value of our assets and liabilities. Actual results could differ from those estimates. In order to provide an understanding about how we form our judgments and estimates about certain future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we have summarized the critical accounting policies set forth below under U.S. GAAP.
Revenue Recognition and Provision for Doubtful Accounts. We recognize revenue for our product sales when risk and title to the product are transferred to our customer. Transfer occurs at the time when the product is delivered to our customers or their freight carriers. We record a provision for doubtful accounts in selling expenses in an amount that we consider sufficient to cover any probable losses on realization of our accounts receivable. In order to determine the overall adequacy of the allowance for doubtful accounts, we constantly evaluate the amount and characteristics of our accounts receivable. We record a provision in light of past collection experience, as well as when significant payment delays occur, and we believe that we may not receive payment in full. We do not record a provision when the accounts receivable are guaranteed by a creditworthy entity or where there are other reasonable grounds to believe that they will be paid. A substantial portion of our production is sold to a small number of customers that acquire large portions of our production and most of them are well known multinational dealers in our industry. Historically, we have faced no relevant write-offs in relation to our accounts receivable. Given the assumptions involved, such as the financial situation of our debtors, commercial and economic trends, allowances for doubtful accounts are subject to uncertainty and may be revised upward or downward depending on the actual performance of an account receivable.
Inventory Valuation. Inventories are comprised of finished products, harvest costs and materials for consumption. Inventories are recorded at average acquisition or production cost, not exceeding market value. The plantation period costs correspond to the expenses incurred in connection with the maintenance of our sugarcane plantations, which are charged to the production costs of the succeeding harvest. Inventories of materials for consumption are classified as current assets based on our estimates of when they will be consumed. In determining inventory market values, substantial consideration is given to expected product selling prices. We consider various factors, including estimated quantities of slow-moving and obsolete inventory by reviewing on-hand quantities. We then estimate expected selling prices based on our historical recovery rates for sale of slow-moving and obsolete inventory and other factors, such as market conditions. The ethanol and sugar industries are highly competitive which may affect profitability and therefore we continuously review whether the inventory cost of these products exceeds their market value. In recent years we have not experienced losses related to the excess of costs over market value and we have also not experienced slow moving inventories related to ethanol and sugar. Estimates may differ from actual results due to the quantity, quality and mix of products in inventory, consumer preferences and economic conditions.
Valuation of Goodwill. We evaluate the impairment of goodwill of our sugar and ethanol operating segments annually (or on an interim basis if certain indicators are present) by comparing the fair value of the operating segments to their carrying values, which we estimate using a discounted cash flow method. In applying this methodology, we rely on a number of factors, including actual operating results, future business plans, economic projections and market data. Future adverse changes in market conditions or poor operating results of the operating segments and increase in competition could result in an inability to recover the carrying value of the investments, thereby requiring impairment charges in the future.
Valuation of Long-lived Assets and Identified Intangible Assets with Defined Useful Lives. We evaluate long-lived assets and identifiable intangible assets with defined useful lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the estimated undiscounted cash flows change in the future, we may be required to reduce the carrying amount of an asset. In order to estimate future cash flows, management makes various assumptions and estimates. These assumptions and estimates can be influenced by different external and internal factors, such as economic and industry trends, interest rates, foreign exchange rates and changes in the business strategies and in the type of products offered to the market. No events or changes in circumstances have indicated that the carrying amount of an asset may not be recoverable and accordingly, no impairment was required.
Derivative and Foreign Exchange Management Activities. We recognize all derivatives as assets and liabilities at their fair values. The fair values are determined using widely accepted valuation models that incorporate quoted market prices and dealer quotes and reflect assumptions about currency fluctuations based on current market conditions. The aggregate fair values of derivative instruments used to manage currency exposures are sensitive to changes in market conditions and to changes in the timing and amounts of forecasted exposures. Based on our currency hedged position as of March 31, 2010, we believe that a hypothetical 1% appreciation of the dollar against the real would reduce our asset carrying value by US$13.9 million as a result of a reduction in our financial income. The aggregate fair values of derivative instruments used to manage commodity exposures are sensitive to changes in market prices of the commodities. Based on our commodity hedged position as of March 31, 2010, we believe that a hypothetical US$10 per ton increase in sugar prices would increase our liability carrying value by US$11.9 million as a result of a reduction in our financial income.
Income Taxes and Deferred Tax Assets. We are also required to estimate income tax provisions and amounts ultimately payable or recoverable. Such estimates involve significant interpretations of regulations and are inherently very complex. Resolution of income tax treatments may not be known for many years after completion of any fiscal year. We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax basis of assets and liabilities, as well as on the tax loss carry forward, using prevailing tax rates. We regularly review any deferred tax assets for recoverability and reduce their carrying value, as required, based on projected future taxable income and the expected timing of any reversals of existing temporary differences. If one of our subsidiaries operates at a loss or is unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, we evaluate the need to partially or completely reduce the carrying value of our deferred tax assets. Significant management judgment is required in determining any valuation allowance. The principal uncertainty relates to the likelihood of future taxable income from the subsidiary that generated the deferred tax asset. A change in our projections of profitability could result in the need to record a valuation allowance against deferred tax assets, resulting in a negative impact on future results. Based on the weight of available evidence, we have not recorded relevant amount of valuation allowances in recent years and also, we are currently in a net deferred income tax liability position which mitigates the risk of the need for a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
Stock-Based Compensation. We account for our stock-based awards to our employees and officers using the fair value method as required by ASC 718 (SFAS No. 123R),share-based payment. ASC 718 (SFAS No. 123R) requires that the compensation cost related to share-based payment transactions, measured based on the fair value of the equity or liability instruments issued, be recognized in our consolidated financial statements. Determining the fair value of options using the Binomial model, or other currently accepted option valuation models, requires highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated fair value on the grant date.
Provisions for Contingencies. We create a provision for contingencies whenever there is a legal obligation as a result of a past event, and it is probable that an economic resource is required to reach a settlement as to this obligation. Provisions are registered based on the best estimates of the risks involved and analyzed on a case-by-case basis. Management continuously evaluates the estimates and assumptions used to establish the provision for contingencies based on relevant facts and circumstances that may have a material effect on the result of operations and shareholders equity. Even though management believes that the provisions for contingencies are presently adequate, the establishment of provisions for judicial proceedings involves estimates that can result in the final amount being different than the provisions as a result of uncertainties that are inherent to the establishment of the provision. Additionally, the Brazilian authorities normally take a long time to reach a final decision on each case and we are unable to estimate the length that the contingencies will ultimately be resolved. In case the amount of provisions for contingencies is lower than the amount actually due, an increase in provisions would be necessary.
Hedging Transactions and Exposures
We hedge part of the future price risk of our sugar production estimated to be exported and exchange rate derivative transactions, using future contracts, options and swaps.
Our derivatives are marked to market and recorded as financial income/ expenses, as appropriate. Therefore, the gain or loss is not necessarily recorded in the same period as the underlying object of the hedge transaction, as we do not use the hedge accounting methodology.
At March 31, 2010 we had 897 thousand tons of sugar hedged through Sugar # 11 Future contracts at the average price of US$0.19 per pound while the NY11 price was US$0.17 per pound. The market value of the future derivatives portfolio on March 31, 2010 was US$55.0 million. We also had 65.0 thousand tons of white sugar hedged outstanding at March 31, 2010, at the average price of U$595.8 per ton while the London#5 price was US$504 per ton (the first screen price), resulting in a positive market value of US$7.9 million. Additionally, we had purchased put and call options related to sugar derivatives with a fair market value of US$6.6 million. We had foreign currency derivatives with a notional amount of US$489.6 million hedged through futures and forward contracts (net position) at the average rate of R$1.99 per US$1.00, while the existing exchange rate was R$1.781 per US$1.00, resulting in a market value of US$20.7 million. Additionally, we also were party to put options with notional amounts equivalent to approximately US$372.6 million
and with positive fair market value of US$8.8 million. We had a notional of US$200 million swap 1.199 fixed rate against 3 month Libor with Morgan Stanley resulting in a negative market value of US$0.23 million and a notional US$100 million swap 1.199 fixed rate against 3 month Libor with Standard Bank resulting in a negative market value of US$0.12 million.
Our hedging strategy seeks to protect us from cash flow risks caused by commodities price and exchange rates fluctuations. However, because we record derivatives at fair value, fluctuations in such derivative prices may cause significant fluctuations in our net profit in the future resulting from the mark to market accounting. We recorded gains of US$151.1 million relating to our derivative transactions in fiscal year 2010, gains of US$22.9 million relating to transition fiscal year 2009 and gains of US$49.3 million relating to fiscal year 2008.
The following discussion of our results of operations is based on the financial information derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP. In the following discussion, references to increases or decreases in any year are made by comparison with the corresponding prior year, as applicable, except as the context otherwise indicates.
Fiscal Year Ended March 31, 2010 compared to Transition Fiscal Year Ended March 31, 2009
Consolidated Results
The following points should be taken into consideration in the comparison of the fiscal year ended March 31, 2010 with the transition fiscal year ended March 31, 2009:
|
·
|
the change in the end of the fiscal year from April 30 to March 31 in the transition fiscal year 2009. Transition fiscal year 2009 consisted of 11 months only, from May 2008 to March 2009, while fiscal year 2010 consisted of 12 months, from April 2009 to March 2010;
|
|
·
|
the change in the presentation of depreciation expense criteria in our consolidated financial statements. In fiscal year 2010, depreciation was recorded under the cost of goods sold and operating expenses, while in transition fiscal year 2009 it was recorded under production costs (into production of goods and services rendered) and operating expenses;
|
|
·
|
CCL’s results were consolidated from December 2008. CCL’s results for transition fiscal year 2009 corresponded to the period from December 2008 to March 2009, as compared to 12 month consolidation for fiscal year 2010;
|
|
·
|
Cosan sold the aviation fuel distribution business in June 2009. Consequently, our consolidated results no longer include this business segment; and
|
|
·
|
Nova América’s results were consolidated after June 2009.
|
Our results for the fiscal year ended December 31, 2010 are not fully comparable with our results of operations for fiscal years 2009 and 2008 due to our acquisitions and restructurings. See “Item 5. Operating and Financial Review and Prospects—Factors Affecting Our Results of Operations—Acquisitions, Partnerships and Corporate Restructurings.”
The following table sets forth audited consolidated financial information for fiscal year ended March 31, 2010 and transition fiscal year ended March 31, 2009.
|
For Fiscal Year Ended March 31, 2010 and for Transition Fiscal Year Ended March 31, 2009
|
||||||||||||
|
2010
|
2009
|
% Variation
|
||||||||||
|
(in millions of US$, except percentages)
|
||||||||||||
|
Statement of Operations:
|
||||||||||||
|
Net sales:
|
US$ | 8,283.2 | US$ | 2,926.5 | 183.0 | |||||||
|
Cost of goods sold
|
(7,223.3 | ) | (2,621.9 | ) | 175.5 | |||||||
|
Gross profit
|
1,059.9 | 304.6 | 248.0 | |||||||||
|
Selling expenses
|
(470.3 | ) | (213.3 | ) | 120.5 | |||||||
|
General and administrative expenses
|
(271.3 | ) | (140.1 | ) | 93.6 | |||||||
|
Operating profit (loss)
|
318.3 | (48.8 | ) | * | ||||||||
|
Other income (expenses):
|
||||||||||||
|
Financial income (expense), net
|
(51.4 | ) | (95.3 | ) | * | |||||||
|
Foreign exchange variation, net
|
255.1 | (275.5 | ) | * | ||||||||
|
Gain on tax recovery program
|
144.9 | — | * | |||||||||
|
Other expenses, net
|
34.1 | (2.3 | ) | * | ||||||||
|
Income (loss) before income taxes and equity in income (loss) of affiliates
|
700.9 | (421.9 | ) | * | ||||||||
|
Income taxes (expense) benefit
|
(184.8 | ) | 144.7 | * | ||||||||
|
Income (loss) before equity in income (loss) of affiliates
|
516.2 | (277.2 | ) | * | ||||||||
|
Equity in income (loss) of affiliates
|
(10.3 | ) | 6.1 | * | ||||||||
|
Net income (loss)
|
505.9 | (271.1 | ) | * | ||||||||
|
Loss (net income) attributable to noncontrolling interests
|
(174.0 | ) | 83.0 | * | ||||||||
|
Net income (loss) attributable to Cosan Ltd.
|
331.9 | (188.1 | ) | * | ||||||||
_____________
* Not a meaningful comparison.
Net Sales
Net sales increased by 183.0%, to US$8,283.2 million in fiscal year 2010 from US$2,926.5 million in transition fiscal year 2009, primarily as a result of:
|
·
|
the consolidation of CCL’s results for the 12 month period ended March 31, 2010, generating a net revenue of US$5,436.2 million, or 65.6% of our consolidated revenues, as compared to the consolidation of four months of CCL’s results generating a net revenue of US$1,549.4 million, or 52.9% of our consolidated net revenues, in transition fiscal year 2009;
|
|
·
|
the inclusion of Nova América’s results, which were consolidated in June 2009 after the merger into Cosan, generating a net revenue of US$625.9 million;
|
|
·
|
record international and domestic sugar prices, 28.9% and 54.4% above previous year;
|
|
·
|
increase of the sales volume due to: (1) the consolidation of Nova América; (2) the higher share of sugar in the product mix; (3) the reduction in carryover inventory; and (4) the distortion in the comparison with the previous fiscal year, which had only 11 months;
|
|
·
|
a 43.6% increase in our ethanol sales volume to 567.3 million gallons (2,147.5 million liters) in fiscal year 2010 from 395.0 million gallons (1,495.1 million liters) in transition fiscal year 2009, and a 35.5% increase in our sugar sales volumes to 4,134.6 thousand tons in fiscal year 2010 from 3,051.7 thousand tons in transition fiscal year 2009.
|
Net sales from exports of sugar and ethanol were US$1,466.7 million in fiscal year 2010, which represented 17.7% of our net sales for this period compared to 31.8% of our net sales in transition fiscal year 2009. This decrease in the relative contribution of exports to total net sales was primarily due to the increase
of our consolidated net sales related to the consolidation of 12 months of CCL and to a 6.8% appreciation of the real against the US dollar to a daily average of R$1.8662 per US dollar in fiscal year 2010, from a daily average of R$2.0010 per US dollar in the transition fiscal year 2009.
|
For Fiscal Year Ended March 31, 2010 and for Transition Fiscal Year Ended March 31, 2009
|
||||||||||||
|
2010
|
2009
|
% Variation
|
||||||||||
|
(in millions of US$, except percentages)
|
||||||||||||
|
Net sales (in U.S. GAAP):
|
US$ | 8,283.2 | US$ | 2,926.5 | 183.0 | |||||||
|
Sugar and ethanol net sales (in Brazilian GAAP):
|
2,882.9 | 1,561.1 | 84.7 | |||||||||
|
Sugar sales
|
1,810.0 | 900.4 | 101.0 | |||||||||
|
Ethanol sales
|
936.5 | 586.6 | 59.6 | |||||||||
|
Energy cogeneration
|
50.1 | 7.5 | 565.8 | |||||||||
|
Other sales
|
86.3 | 66.5 | 29.7 | |||||||||
|
CCL (fuel distribution) net sales (in Brazilian GAAP):
|
5,436.2 | 1,549.4 | 250.9 | |||||||||
|
Fuels
|
5,057.0 | 1,443.5 | 250.3 | |||||||||
|
Lubricants
|
339.8 | 93.0 | 265.4 | |||||||||
|
Other
|
39.5 | 12.9 | 207.2 | |||||||||
|
Rumo Logística (sugar logistics) net sales (in Brazilian GAAP):
|
84.8 | 26.9 | 215.7 | |||||||||
|
Port lifting
|
76.2 | 26.9 | 183.5 | |||||||||
|
Transports
|
8.6 | — | * | |||||||||
|
Adjustments and eliminations:
|
(120.8 | ) | (210.9 | ) | * | |||||||
Sugar and Ethanol. Net sales from sugar and ethanol increased by 84.7% to US$2,882.9 million in fiscal year 2010, from US$1,561.1 million in transition fiscal year 2009, primarily as a result of:
|
·
|
a 35.5% increase in our sugar sales volume to 4,134.6 thousand tons in fiscal year 2010 from 3,051.7 thousand tons in transition fiscal year 2009;
|
|
·
|
a 48.0% increase in our average realized price per ton of sugar (including all of the types of sugar that we produce) to US$437.8 from US$295.9 per ton in transition fiscal year 2009;
|
|
·
|
a 43.6% increase in our ethanol sales volume to 567.3 million gallons (2,147.5 million liters) in fiscal year 2010 from 395.0 million gallons (1,495.1 million liters) in transition fiscal year 2009, mainly due to the upturn in output (50.3 million tons crushed in fiscal year 2010 as compared to 42.6 million in transition fiscal year 2009) and the increased emphasis on ethanol in our production mix (46.0% of Total Sugar Recoverable - TSR converted to ethanol in fiscal year 2010 as compared to 42.8% in transition fiscal year 2009);
|
|
·
|
a 10.9% increase in our average realized unit price to US$1,651.1per gallon (US$436.2 per thousand liters) in fiscal year 2010 from US$1.488.8 per gallon (US$393.3 per thousand liters) in transition fiscal year 2009, due to an increase in the domestic price; and
|
|
·
|
the start in energy production in Serra, Gasa, Costa Pinto, Tarumã and Maracaí mills, resulting in sales of 596.0 thousand MWh of energy.
|
Sale of sugar and ethanol represented approximately 35% and 53% of total net sales in fiscal year 2010 and transition fiscal year 2009, respectively. This decrease in the relative contribution of sugar and ethanol to
total net revenues was primarily due to the due to the increase of our consolidated net sales related to the consolidation of 12 months of CCL compared to only four months in the previous fiscal year.
CCL (fuel distribution and lubricants). Net sales from CCL increased by 250.9% to US$5,436.2 in fiscal year 2010, from US$1,549.4 million in transition fiscal year 2009, primarily as a result of:
|
·
|
the consolidation of CCL’s results for the 12 month period ended March 31, 2010, which represents 65.6% of our consolidated revenues, as compared to the consolidation of four months of CCL’s results generating a net revenue of US$1,549.4 million, representing 52.9% of our consolidated net revenues, in transition fiscal year 2009; and
|
|
·
|
a 226.6% increase in our fuel sales volume to 1,450.5 million gallons (5,490.6 million liters) in fiscal year 2010 from 444.1 million gallons (1,681.2 million liters) in transition fiscal year 2009, mainly due to the increase in ethanol sales and the acquisition of new corporate clients.
|
Rumo Logística (sugar logistics). Net sales from the Rumo Logística increased by 215.7% to US$84.7 million in fiscal year 2010 from US$26.9 million in transition fiscal year 2009, mainly as a result of a 131.4% increase in the loading services volume to 8.1 million tons in fiscal year 2010 from 3.5 million tons in the transition fiscal year 2009 and to the transportation agreement entered into with ALL that became effective in the fourth quarter of 2010 and generated additional revenue of US$8.6 million.
Adjustments and eliminations. The components of our net revenues are prepared in accordance with Brazilian GAAP. Accordingly, we have to perform certain elimination and adjustments in order to prepare our U.S. GAAP financial statements. These adjustments corresponded to US$120.8 million in fiscal year 2010, as compared to US$210.9 million in transition fiscal year 2009.
Cost of Goods Sold
We divide our sugar and ethanol cost of goods sold into two major categories: agricultural costs and industrial costs. Agricultural costs include costs related to the production of sugarcane, acquiring sugarcane from suppliers, fertilizers, personnel costs, delivery and logistical services, land and equipment leases, depreciation and third-party services. Industrial costs include the purchase of raw materials (other than sugarcane), personnel costs, depreciation and other chemical and maintenance expenses. CCL’s cost of goods sold includes petroleum derived products and feedstock purchased from Petrobras and ethanol from distilleries, freight costs between our terminals in our fuels distribution business and additives and packaging materials purchased from third parties in our lubricants business. Rumo Logística’s cost of goods sold includes personnel costs, equipment and port lease agreements, electricity and maintenance costs.
Cost of goods sold increased by 175.5% to US$7,223.3 million in fiscal year 2010 from US$2,621.9 million in transition fiscal year 2009. This increase was primarily due to an increase in the production of sugar and ethanol, the first full year of consolidation of CCL’s results, an increase in the sugar logistics activities and the impact of the acquisition of Nova América, generating an increase of US$456.1 million.
Sugar and ethanol. Cost of sugar and ethanol sold increased by 74.9% to US$2,013.0 million in fiscal year 2010 from US$1,151.1 million from transition period 2009, primarily as a result of the increase in the production of sugar, ethanol and energy, the consolidation of Nova América results, the 6.6% decrease in TSR obtained from sugarcane as a consequence of weather conditions and the 25.5% increase in TSR price (due to higher sugar prices), which were partially offset by gains in efficiency in the process of mechanization of the harvest.
CCL (fuel distribution). Cost of fuel distributed increased to US$4,994.4 in fiscal year 2010 from US$1,392.7 million in transition fiscal year 2009 primarily as a result of the consolidation of the first full fiscal year of CCL’s operations.
Rumo Logística (sugar logistics). Cost of other products and services increased to US$61.9 million in fiscal year 2010 from US$20.0 million in transition fiscal year 2009 primarily as a result of the increase in the logistics activities.
Selling Expenses
Selling expenses are primarily related to transportation costs, including freight and shipping costs for ethanol, sugar, fuel and lubricant distribution sold in Brazil and exported, as well as storage and loading expenses of ethanol and sugar for export at our and third parties’ port facilities. The major portion of our sales of ethanol in Brazil is sold at the mill to sugar refineries, and therefore there are no shipping costs.
Selling expenses increased by 120.5% to US$470.3 million in fiscal year 2010 from US$213.3 million in transition fiscal year 2009. This increase resulted primarily from the consolidation of CCL’s results for the 12 month period ended March 31, 2010 (US$214.4 million), as compared to the consolidation of four months of CCL’s results in transition fiscal year 2009 (US$57.2 million), as well as to the merger of Cosan with Nova América (US$48.9 million).
General and Administrative Expenses
General and administrative expenses consist of salaries and benefits paid to employees, taxes, expenses related to third-party services, rentals and other expenses.
General and administrative expenses increased by 93.6% to US$271.3 million in fiscal year 2010 from US$140.1 million in transition fiscal year 2009. This increase resulted primarily from: (1) the consolidation of CCL’s results for the 12 month period ended March 31, 2010 (US$49.7million), as compared to the consolidation of four months of CCL’s results in transition fiscal year 2009; (2) the merger of Cosan with Nova América (US$12.7 million) and the consolidation of Teaçu by Rumo Logística; (3) provisioning of management and employee bonus payments (US$22.5 million); (4) upturn of around US$10.7 million in expenses from consulting services, due to projects such as the Shared Services Center, or CAN, the implementation of EVA and various other IT projects which are non-recurring events; and (5) approximately US$6.0 million from the pay rise following the collective bargaining agreement and increase in other general expenses, such as travel expenses driven by geographic dispersion from our current different offices sites.
Financial Income (expense), Net
Financial income (expense), net in fiscal year 2010 totaled a negative amount of US$51.5 million compared to negative amount of US$95.3 million in transition fiscal year 2009.
|
2010
|
2009
|
|||||||
|
Financial expenses
|
(294.9 | ) | (173.3 | ) | ||||
|
Financial income
|
92.4 | 55.2 | ||||||
|
Gain on derivatives, net
|
151.1 | 22.9 | ||||||
| (51.5 | ) | (95.3 | ) | |||||
Financial expenses in fiscal year 2010 totaled US$294.9 million compared to financial expenses of US$173.3 million in transition fiscal year 2009. This increase was primarily the result of: (1) increase on the interest due to the merger of Nova América, which has been consolidated as of June 2009 with approximately US$600 million in additional debt, and (2) the funding for the acquisition of CCL, which in 2009 impacted only 4 months while it was included for a full year in 2010.
Financial income in fiscal year 2010 totaled US$92.4 million compared to US$55.2 million in transition fiscal year 2009. This increase is a result of US$14.5 million in gains related to sales of warranties occurred in 2010 and also additional financial income from our investments in cash equivalents.
Gain on derivatives, net totaled US$ 151.1 million compared to US$ 22.9 in the transition fiscal year 2009. Foreign exchange derivatives represented a gain of US$236.1 million in 2010 mainly due to devaluation of the US dollar against the reais, which changed from R$2.3152 at beginning of the year to R$1.781 at the end. We had a loss of US$85.0 million related to commodity derivatives mainly due to the variation of Sugar #11 during the year, which changed from ¢US$12.73/lb at the begining of the year to ¢US$16.59/lb at the end, taking into consideration our natural sell position (we are generally a seller of futures).
Foreign exchange variation, net
The exchange impact was in turn mainly due to the 37% appreciation of the US dollar against the real in fiscal year 2009 (R$2.3152 per US dollar as of December 31, 2009 as compared to R$1.6872 per US dollar as of December 31, 2008) and the contrary effect in fiscal year 2010, when the dollar fell by 23.1% against the real (R$2.3152 per US dollar as of December 31, 2009 as compared to R$1.7810 per US dollar as of December 31, 2010). The foreign-currency debt has also been increasing in recent years, US$2,021.3 million in 2010, US$993.4 million in 2009 and US$948.3 million in 2008.
Gain on Tax Recovery Program
We recorded a gain on tax recovery program of US$144.9 million in fiscal year 2010. We had no gains or losses under any tax recovery program in fiscal year 2009.
Other
Other resulted in income of US$34.1 million in fiscal year 2010 compared to an expense of US$2.3 million in transition fiscal year 2009, mainly resulting from the residual value of fixed assets disposals and the sale of the aviation fuel distribution business.
Income Taxes (Expense) Benefit
Income tax expense was US$184.8 million in fiscal year 2010, representing taxable income at the current Brazilian statutory rate of 34% adjusted for non-deductible expenses and non-taxable income in accordance with Brazilian tax law and by the exempted financial income at the Cosan Limited level, resulting in an effective tax rate of 26.4%, compared to an effective tax rate of 34.3% in transition fiscal year 2009, when we recorded a tax benefit of US$144.7 million. The lower effective income tax rate in 2010 was due primarily to a non-taxable item related to the gain on the tax recoverable program MP 470. See note 17 to our financial statements included in this annual report.
Net Income (Loss)
As a result of the foregoing, we incurred a net income of US$331.9 million in fiscal year 2010, compared to a net loss of US$188.1 million in transition fiscal year 2009.
Transition Fiscal Year Ended March 31, 2009 compared to Fiscal Year Ended April 30, 2008
Consolidated Results
The following table sets forth audited consolidated financial information for the transition fiscal year ended March 31, 2009, the fiscal year ended April 30, 2008 and the eleven months ended March 31, 2008.
We previously operated in four segments: sugar; ethanol; fuel distribution and other products and services. The sugar segment operated and produced a broad variety of sugar products, including raw, organic, crystal and refined sugars, which are sold to a wide range of customers in Brazil and abroad. The ethanol segment produced and sold hydrous, anhydrous and industrial ethanol, which are sold primarily to the Brazilian market. The fuel distribution segment principally distributed fuels but also produced and sold lubricants. The other products and services segment consisted primarily of port services that we provide to
third parties, consumer products under the “Da Barra” brand, electricity sales and diesel fuel sales to our agricultural services providers. In 2010, we changed our segment presentation. See “Item 5. Operating and Financial Review and Prospects—Segment Presentation.”
|
For Transition Fiscal Year Ended March 31, 2009 and For Fiscal Year Ended April 30, 2008
|
For Eleven Months Ended March 31,
|
|||||||||||||||
|
2009
|
2008
|
% Variation
|
2008
|
|||||||||||||
|
(in millions of US$, except percentages)
|
(in millions of US$)
|
|||||||||||||||
|
Statement of Operations:
|
||||||||||||||||
|
Net sales:
|
US$ | 2,926.5 | US$ | 1,491.2 | 96.2 | % | US$ | 1,289.1 | ||||||||
|
Cost of goods sold
|
(2,621.9 | ) | (1,345.6 | ) | 94.8 | 1,170.5 | ||||||||||
|
Gross profit
|
304.6 | 145.6 | 109.1 | 113.6 | ||||||||||||
|
Selling expenses
|
(213.3 | ) | (168.6 | ) | 26.5 | (151.1 | ) | |||||||||
|
General and administrative expenses
|
(140.1 | ) | (115.1 | ) | 21.7 | (105.1 | ) | |||||||||
|
Operating loss
|
(48.8 | ) | (138.1 | ) | (64.7 | ) | (142.5 | ) | ||||||||
|
Other income (expenses):
|
||||||||||||||||
|
Financial income (expense), net
|
(370.8 | ) | 116.8 | * | 66.7 | |||||||||||
|
Other expenses, net
|
(2.3 | ) | (3.7 | ) | (37.6 | ) | (3.7 | ) | ||||||||
|
Loss before income taxes, equity in income of affiliates and minority interest
|
(421.9 | ) | (25.0 | ) | * | (47.7 | ) | |||||||||
|
Income taxes (expense) benefit
|
144.7 | 19.8 | * | 31.8 | ||||||||||||
|
Loss before equity in income of affiliates and minority interest
|
(277.2 | ) | (5.2 | ) | * | (47.7 | ) | |||||||||
|
Equity in income (loss) of affiliates
|
6.1 | (0.2 | ) | * | (2.8 | ) | ||||||||||
|
Loss (net income) attributable to noncontrolling interests
|
83.0 | 22.0 | * | 32.8 | ||||||||||||
|
Net income (loss)
|
US$ | (188.1 | ) | US$ | 16.6 | * | US$ | (17.7 | ) | |||||||
_____________
* Not a meaningful comparison.
Net Sales
Net sales increased by 96.2%, to US$2,926.5 million in 2009 from US$1,491.2 million in fiscal year 2008, primarily as a result of:
|
·
|
the inclusion in transition fiscal year 2009 of the four months results of CCL subsequent to its acquisition, generating a net revenue of US$1,440.3 million, which represents 49.2% of consolidated net revenues; offset by
|
|
·
|
a 2.7% decrease in our ethanol sales volume to 395.0 million gallons (1,495.1 million liters) in transition fiscal year 2009 from 406.1 million gallons (1,537.1 million liters) in fiscal year 2008, and a 2.0% decrease in our sugar sales volumes to 3,051.7 thousand tons in transition fiscal year 2009 from 3,114.4 thousand tons in fiscal year 2008.
|
Net sales from exports of sugar, ethanol and services were US$929.7 million in transition fiscal year 2009, which represented 31.8% of our net sales for this period compared to 55.2% of our net sales in fiscal year 2008. This decrease in the relative contribution of exports to total net sales was primarily caused by a 9.4% devaluation of the real against the US dollar to a daily average of R$2.0010 per US dollar in transition fiscal year 2009, from a daily average of R$1.8281 per US dollar in fiscal year 2008.
Sugar and Ethanol. Net sales from sugar and ethanol increased by 0.2% to US$1,391.8 million in fiscal year 2009, from US$1,389.8 million in fiscal year 2008, primarily as a result of:
|
·
|
a 9.7% increase in the average realized price per ton (including all of the types of sugar that we produce) to US$276.3 per ton in transition fiscal year 2009 from US$251.9 per ton in fiscal year 2008; offset by
|
|
·
|
a 2.0% decrease in our sugar sales volume to 3,051.7 thousand tons in transition fiscal year 2009 from 3,114.4 thousand tons in fiscal year 2008; and
|
|
·
|
a 2.7% decrease in our ethanol sales volume to 395.0 million gallons (1,495.1 million liters) in transition fiscal year 2009 from 406.1 million gallons (1,537.1 million liters) in fiscal year 2008, mainly due to the upturn in output (43.1 million tons crushed in transition fiscal year 2009 as compared to 40.3 million in fiscal year 2008) and the increased emphasis on ethanol in our production mix (49% of TSR converted to ethanol in transition fiscal year 2009 as compared to 44% in fiscal year 2008); and
|
|
·
|
a 6.7% decrease in our average realized unit price to US$1.389 per gallon (US$367.0 per thousand liters) in transition fiscal year 2009 from US$1.489 per gallon (US$393.4 per thousand liters) in transition period 2008, due to the combination of a decrease in the domestic price and the appreciation of the real.
|
Sales of sugar and ethanol represented approximately 53% and 98% of total net sales in transition fiscal year 2009 and fiscal year 2008, respectively. This decrease in the relative contribution of sugar to total net revenues was primarily caused by the consolidation of four months of results of CCL in 2009 subsequent to its acquisition.
CCL (fuel distribution). Net sales from CCL in 2009 represent the sales of CCL since the date of its acquisition, December 1, 2008.
Other products and services. Other products and services consist primarily of electricity sales, port services that we provide to third parties, consumer products under the Da Barra brand and fuel diesel sales to our agricultural services providers.
Net sales from other products and services decreased by 7.5% to US$94.4 million in transition fiscal year 2009 from US$102.1 million in fiscal year 2008.
Cost of Goods Sold
Cost of goods sold increased by 94.8% to US$2,621.9 million in transition fiscal year 2009 from US$1,345.6 million in fiscal year 2008. This increase was primarily due to the inclusion of the results of CCL since its acquisition on December 1, 2008, generating a cost of goods sold of US$1,388.3 million, representing 53.0% of cost. In reais, cost of goods sold in transition fiscal year 2009 was 129.2% higher than in fiscal year 2008.
Sugar and Ethanol. Cost of sugar sold decreased by 10.5% to US$629.3 million in transition fiscal year 2009 from US$703.5 million in transition period 2008, primarily as a result of the devaluation of the real against the U.S. dollar as discussed above. Cost of ethanol sold decreased by 6.5% to US$521.8 million in the transition fiscal year 2009 from US$558.2 million in fiscal year 2008 primarily as a result of: (1) a 4.5% decrease in the average unit cost per gallon (thousand liters) of ethanol to US$1.321 per gallon (US$349.0 per thousand liters) in 2009 from US$1.384 per gallon (US$365.6 per thousand liters) in 2008; and (2) the devaluation of the real against the U.S. dollar as discussed above.
CCL (fuel distribution). As our fuel distribution business has only been a part of Cosan since December 1, 2008, we have no meaningful comparative data to provide for periods before this date. The fuel distribution in the transition fiscal year 2009 represented 53% of our cost of goods sold.
Other products and services. Cost of other products and services decreased by 1.8% to US$82.4 million in transition fiscal year 2009 from US$83.9 million in fiscal year 2008. These costs were primarily denominated in reais, which devaluated 37.2% against the U.S. dollar, resulting in increased costs.
Selling Expenses
Selling expenses increased by 26.5% to US$213.3 million in transition fiscal year 2009 from US$168.6 million in 2008. This increase resulted primarily from the inclusion of CCL’s results for four months, generating selling expenses of US$49.8 million, representing 23.4% of cost.
General and Administrative Expenses
General and administrative expenses increased by 21.7% to US$140.1 million in transition fiscal year 2009 from US$115.1 million in fiscal year 2008. This increase was primarily due to the partial consolidation of four month results of CCL, generating selling expenses of US$22.9 million, representing 16.3% of cost.
Financial Income (expense), Net
Financial expenses, net in transition fiscal year 2009 totaled a negative amount of US$370.8 million compared to financial income (expense) net of US$116.8 million in fiscal year 2008.
Financial Income
Our financial income primarily consists of: (1) gains on monetary variation related to our financial investments; (2) gains on foreign exchange variations related to our foreign currency-denominated indebtedness; (3) gains on derivatives (swaps, futures, forwards and options); (4) income from financial investments; and (5) financial income related to compensation awarded in a legal proceeding against the Brazilian federal government.
Financial income in transition fiscal year 2009 totaled US$365.0 million compared to financial income of US$274.7 million in fiscal year 2008. This increase was primarily the result of:
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a US$97.5 million increase in financial income from derivative transactions from US$179.0 million in fiscal year 2008 to US$276.5 million in transition fiscal year 2009 as a result of the changes in market prices of sugar and the foreign exchange rate effect on derivative transactions; and
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a reduction of US$34.8 million in income from financial investments, related to the decrease of the average balance during the year and a decrease in the average interest rate as a consequence of the decrease in the CDI rate.
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Financial Expenses
Our financial expenses primarily consist of: (1) accrued interest on our indebtedness; (2) losses on monetary variation related to our financial investments; (3) losses on foreign exchange variations related to our foreign currency-denominated indebtedness; (4) losses on derivatives (swaps, futures, forwards and options); (5) fees, commissions and other charges paid to financial institutions; and (6) interest and fees paid in connection with the pre-payment of the aggregate principal amount of our US$200.0 million 9.0% senior notes due 2009.
Financial expenses in transition fiscal year 2009 totaled US$735.8 million compared to financial expenses of US$157.9 million in fiscal year 2008. This increase was primarily the result of:
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a US$494.2 million decrease in gains from foreign exchange variation on our U.S. dollar denominated debt, from US$185.2 million in fiscal year 2008 to US$308.9 million in transition fiscal year 2009 as a result of a 37.2% devaluation of the Brazilian real against the U.S. dollar;
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a US$123.9 million increase in financial expenses on derivative transactions from US$129.7 million in fiscal year 2008 to US$253.6 million in transition fiscal year 2009 as a result of the changes in market prices for sugar and foreign exchange rate effect on derivative transactions and new debt (CCL acquisition promissory notes);
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Other Expenses, Net
Other expenses were US$2.3 million in transition fiscal year 2009, compared to other income of US$3.7 million in fiscal year 2008, mainly resulting from the residual value of fixed assets disposals.
Income Tax Benefit
Income tax benefit totaled US$144.7 million in transition fiscal year 2009, representing taxable income at the current Brazilian statutory rate of 34% adjusted for non-deductible expenses and non-taxable income in accordance with Brazilian tax law and by the exempted financial income at the Cosan Limited level, resulting in an effective tax rate of 34.3%, compared to an effective tax rate of 79.2% in fiscal year 2008, when we recorded a tax benefit of US$19.8 million.
Net Income (Loss)
As a result of the foregoing, we incurred a net loss of US$188.1 million in transition fiscal year 2009, compared to a net income of US$16.6 million in fiscal year 2008.
B. Liquidity and Capital Resources
Our financial condition and liquidity are influenced by several factors, including:
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our ability to generate cash flow from our operations;
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the level of our outstanding indebtedness and related accrued interest, which affects our net financial expenses;
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prevailing Brazilian and international interest rates, which affects our debt service requirements;
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our ability to continue to borrow funds from Brazilian and international financial institutions and to obtain pre-export financing from certain of our customers;
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our capital expenditure requirements, which consist primarily of investments in crop planting and the purchase of equipment;
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credit ratings, including factors that may materially influence credit ratings, implications of potential changes in ratings and management’s expectations; and
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covenant compliance, including the implications of a breach of financial or other covenants and the company’s capacity for additional borrowing under its covenants.
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Our cash needs have traditionally consisted of working capital requirements, servicing of our indebtedness, capital expenditures related to investments in operations, maintenance and expansion of plant facilities, as well as acquisitions. Our sources of liquidity have traditionally consisted of cash flows from our operations and short and long-term borrowings. We have financed acquisitions of business and agricultural land through seller financing, third party-financing or capital contributions by our shareholders.
In fiscal year 2010, the cash flow used in investing activities was funded principally by operating activities. In transition fiscal year 2009, the cash flow used in investing activities was funded principally by increased borrowing, while in fiscal year 2008, it was funded principally by the net proceeds of our initial public offering. In transition fiscal year 2009, the cash flow generated by operations was used primarily for working capital requirements and to service our outstanding debt obligations. As of March 31, 2010, our consolidated cash, cash equivalents and marketable securities amounted to US$623.7 million as compared to $508.8 million as of March 31, 2009.
Cash Flow from Operating Activities
We had net cash flows from operating activities of US$811.0 million in fiscal year 2010, compared to US$256.6 million in transition fiscal year 2009. This increase was primarily attributable to the 276% increase in gross profit as a consequence of the increase in the sugar and ethanol segment contribution margin (net prices per ton minus unitary costs per ton) and the inclusion of the results of our subsidiary CCL for fiscal year 2010.
We had net cash flows from operating activities of US$256.6 million in transition fiscal year 2009, compared to US$57.6 million in fiscal year 2008. This increase was primarily attributable to the 109.1% increase in gross profit as a consequence of the 169.5% increase in the sugar unit contribution margin (net prices per ton minus unitary costs per ton) and the results of four months of our subsidiary CCL.
We had net cash flows from operating activities of US$57.6 million in 2008, compared to US$283.9 million in fiscal year 2007. This decrease was primarily attributable to the 70.1% decrease in gross profit, as a consequence of the significant decreases in ethanol and sugar prices, as well as by the concentration of accounts receivable at the end of fiscal year 2008.
Cash Flow Used in Investing Activities
We had net cash flows used in investing activities of US$1,044.8 million in fiscal year 2010, compared to US$787.8 million in transition fiscal year 2009. This variation was attributable to an increase of 78.4% to US$1,081.5 million in fiscal year 2010 from US$606.2 million in transition fiscal year 2009 for capital expenditures for property plant and equipment, in particular, our greenfield and co-generation projects.
We had net cash flows used in investing activities of US$787.8 million in transition fiscal year 2009, compared to US$1,441.7 million in fiscal year 2008. This variation was attributable to:
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an increase in the amount invested in acquisitions, from US$102.0 million to US$930.4 million;
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an investment in marketable securities of US$671.0 million in fiscal year 2008 while in transition fiscal year 2009 we had a withdrawal of US$558.8 million; and
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proceeds from sales of property, plant and equipment in 2009 of US$160.7 million, mainly related to the aviation business.
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Cash Flow from Financing Activities
We had net cash flows from financing activities of US$152.9 million in fiscal year 2010, compared to US$871.9 million in transition fiscal year 2009. This decrease was primarily attributable to amortizations of existing debt in the amount of US$1,839.5 million, partially offset by new debt of US$2,020.7 million during fiscal year 2010. Unlike the transition fiscal year 2009 and fiscal year 2008, no substantive amounts of cash were raised from a common stock offering in fiscal year 2010.
We had net cash flows from financing activities of US$871.9 million in transition fiscal year 2009, compared to US$1,023.3 million in fiscal year 2008. This decrease was primarily attributable to the reduction in the proceeds from the issuance of common stock from US$1,118 million in fiscal year 2010 to US$200 million in transition fiscal year 2009 partially offset by increased borrowing in transition fiscal year 2009 in the amount of US$672 million.
We had net cash flows from financing activities of US$1,023.3 million in fiscal year 2008, which was primarily attributable to the net proceeds from the issuance of our initial public offering in fiscal year 2008 and for the proceeds received from the minority shareholders who exercised their tag-along rights in connection with the capital increase of a subsidiary.
Working Capital
At March 31, 2010, we had working capital of US$990.4 million, compared to US$362.7 million at March 31, 2009, primarily attributable to:
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a decrease in current portion of long-term debt, from US$781.7 million to US$471.1 million related to restructuring of our indebtedness;
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an increase in trade accounts receivable, from US$258.9 million to US$430.3 million related to the consolidation of Nova América;
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an increase in derivative financial instruments, from US$7.4 million to US$129.5 million related to the gains in hedge instruments at March 31, 2010; and
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an increase in cash and cash equivalents, from US$508.8 million to US$623.7 million.
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At March 31, 2009, we had working capital of US$362.8 million, compared to US$1,503.8 million at April 30, 2008, primarily attributable to:
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a decrease in marketable securities and cash and cash equivalents, from US$1,082.9 million at April 30, 2008 to US$508.8 million at March 31, 2009; and
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an increase in current portion of long-term debt, from US$653.1 million to US$743.5 million related to the acquisition of CCL and US$99.1 million for energy cogeneration.
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We believe our current liquidity and our cash flow from operations will be sufficient to meet our working capital requirements for at least the next 12 months.
Capital Expenditures
Our capital expenditures in property, plant and equipment, including acquisitions (net of cash acquired), expenditures for crop formation and expenditures for purchases of land, were US$1,084.5 million in fiscal year 2010 compared to US$1,375.9 million in transition fiscal year 2009, and US$744.8 million in fiscal year 2008. Excluding our acquisitions, our operating capital expenditures were US$1,081.5 million in fiscal year 2010 compared to US$606.2 million in transition fiscal year 2009 and US$642.9 million in fiscal year 2008.
Our capital expenditures in property, plant and equipment in fiscal year 2010 consisted of:
Sugar and ethanol
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Investments in sugar cane planting totaled R$211.9 million, representing a return to historical levels. We had 53,600 hectares of planted area in fiscal year 2010, compared to 28,100 hectares in transition fiscal year 2009. Land preparation costs in unplanted areas are also included in this line. Inter-harvest maintenance investments totaled R$260.9 million, primarily due to the addition of the Nova América units and the impact of the shorter inter-harvest period, which increased the need for third-party services.
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Investments in health, safety, environmental and sustainability matters totaled R$45.0 million; the amounts will be recognized separately in order to highlight those investments in our units designed to generate gains in efficiency.
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Investments in mechanization totaled R$30.5 million, resulting in a mechanization ratio of 64.5%.
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Investments in CAA projects totaled R$174.2 million, mainly consisting of investments in the industrial and agricultural areas, to increase the productivity and efficiency of the company’s units.
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Investments in energy co-generation totaled R$376.4 million, a 15% increase over transition year 2009, reflecting the conclusion of certain projects (Copi, Gasa and Rafard), the operational start-up of two major projects (Barra and Bonfim) and the beginning of projects in other plants.
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Greenfield capital expenditures totaled R$462.2 million, associated with the concluding phase of the Jataí (GO) and Caarapó (MS) projects.
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Expansion project expenditures totaled R$133.4 million, related to the expansion of the Costa Pinto, Gasa, Bonfim, Barra, Tamoio, Ipaussu and Junqueira sugar plants, increasing the company’s production capacity by approximately 400,000 tons per year.
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Through our indirect subsidiary Agrícola Ponte Alta S.A., we also acquired 28 ships for R$12.1 million pursuant to a purchase agreement entered into on October 1, 2009. We had previously leased and used the ships to transport sugarcane to our plant in Jaú, in the district of Potunduva. |
Fuel distribution and lubricants
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Capital expenditures of R$87.8 million were made in improvements to service stations, terminal expansions and renovations. The R$76 million increase over transition year 2009 was mainly due to the inclusion of a full year of the company’s investments for the first time in fiscal year 2010.
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Rumo Logística (sugar logistics)
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Rumo Logística began investing in locomotives and rolling stock totaling R$143.8 million in fiscal year 2010. The company received a BNDES financing line to acquire these assets.
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We are continuously searching for opportunities to increase our production capacity of sugar, ethanol and bio-electricity, including the development of greenfield projects. In fiscal year 2010, two new mills, the Jataí mill in the State of Goiás and Caarapó mill in the State of Mato Grosso do Sul (the latter is a project that we took over in its final stage of development after the Nova América acquisition) began operating.
Indebtedness
Our total debt of US$3,316.7 million at March 31, 2010 was higher than our total debt of US$2,032.8 million at March 31, 2009. Our short-term debt, comprised of the current portion of our long-term debt and interest accrued, and represented 14.2% of our total indebtedness at March 31, 2010. Our U.S. dollar denominated debt at March 31, 2010 represented 68.0% of our indebtedness. In addition, at March 31, 2010, 75.4% of our total indebtedness was unsecured.
As of March 31, 2010, we had total assets of US$8,994.9 million compared to US$5,421.1 million at March 31, 2009. Our total assets increased 65.9%, mainly due to tangible and intangible assets related to the acquisition of Nova América . Our net debt at March 31, 2010 was US$2,693.1 million, significantly higher than our net debt of US$1,524.0 million at March 31, 2009, mainly resulting from debt of (1) US$230.0 million and US$300.0 million in export pre-payment contracts maturing in 5 years and 3 years respectively, (2) three-year US$100 million export credit notes; (3) and two-year R$300.0 million in export credit certificates; (4) US$350.0 million senior notes 9.50% due 2014 issued by a CCL Finance Limited subsidiary; and (5) US$386.4 million from BNDES loans. Additionally, in fiscal year 2010 we paid off our remaining outstanding balance of both the US$200.0 million 9.0% senior notes due in 2009, in the total amount of US$37.3 million; and IFC Loans of US$70.0 million 3.89% working capital overdraft, in the total amount of US$52.2 million.
On June 9, 2009, Cosan Centroeste S.A. Açúcar e Álcool and Barra Bioenergia S.A., obtained approval from BNDES for a loan of approximately R$639 million to finance their greenfield project in Jataí, in the state of Goiás, and for a loan of approximately R$149 million for the co-generation project at the Gasa unit, in the state of São Paulo. BNDES will finance approximately 65% and 78% of the total amount to be invested in the Jataí and Gasa projects, respectively, over a period of up to 12 years.
On June 17, 2009, Barra Bioenergia S.A. requested approval from BNDES for a R$711.4 million credit facility, which will be used for co-generation projects at the Univalem, Ipaussu, Barra and Bonfim units located in the state of São Paulo. The credit facility will be divided into three financing lines, namely: (1) the co-generation line, with an average term of 13 years and cost of TJLP plus 1.92% per annum; (2) the Finance Sustained Investment Program (PSI) credit facility, with a 10-year term and total cost of 4.5% per year, accrued from June 30, 2010; and (3) the social projects line, with a 8-year term at a cost of TJLP. BNDES has already approved this credit facility.
On November 19, 2009, Nova América S.A. Industrial Caarapó, Cosan and Cosan Limited entered into a credit facility agreement with BNDES for a loan of approximately R$276 million to finance the construction of a sugar and ethanol unit located in Caarapó, in the state of Mato Grosso do Sul
On August 24, 2010, Rumo Logística and its subsidiary, Cosan Operadora Portuária, have entered into a facility agreement with BNDES in the amount of R$502.4 million for the purposes of building a new
terminal port in Itirapina. On December 4, 2009, Rumo Logística and Cosan Operadora Portuária entered into a credit facility agreement with BNDES in the total amount of R$372.5 million.
Certain of our long-term debt agreements, in particular the export pre-payment contracts (described above), require us to comply with certain financial and negative covenants. Our US$450.0 million 8.25% perpetual notes, our US$400.0 million 7.0% senior notes due in 2017 and our indirect subsidiary CCL Finance Limited’s $350.0 million 9.50% Senior Notes due in 2014 limit our ability and the ability of our subsidiaries to enter into certain transactions with shareholders or affiliates, engage in a merger, sale or consolidation transactions, and create liens.
Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos)
To extend the repayment period of debt incurred by Brazilian agricultural producers, the Brazilian government passed Law 9,138 followed by Central Bank Resolution 2,471, which, together, formed the PESA program. PESA offered agricultural producers with certain types of debt the opportunity to acquire CTNs in an effort to restructure their agricultural debt. The face value of the Brazilian treasury bills was the equivalent of the value of the restructured debt, and these securities would mature in 20 years. The acquisition price was calculated as the present value, discounted at a rate of 12.0% per year or at the equivalent of 10.4% of its face value. The face value of the CTNs will be readjusted according to IGP-M plus 12.0% per year. The CTNs were deposited as a guarantee and cannot be sold until the outstanding balance is paid in full. The outstanding balance associated with the principal is adjusted in accordance with the IGP-M until the expiration of the restructuring term, which is also 20 years, at which point the debt will be discharged in exchange for the CTNs. Because the CTNs will have the same face value as the outstanding balance at the end of the term, it will not be necessary to incur additional debt to repay our PESA debt. We joined the PESA program between 1998 and 2003 and the program is structured to automatically settle our PESA debt between 2018 and 2023. Our PESA debt is guaranteed by mortgages on our land.
As of March 31, 2010, our PESA related outstanding debt totaled US$338.9 million, compared to US$215.6 million at March 31, 2009. As of March 31, 2010, our CTN credits totaled US$115.5 million, compared to US$103.3 million at March 31, 2009. Both increases of PESA and CTN amounts occurred due to the acquisition of Nova América Group. Our total debt, excluding PESA debt, was US$3,019.5 million at March 31, 2010. Our negative net debt, excluding CTN credits and PESA debt, was US$2,395.8 million at March 31, 2010.
See “Item 4. Information on the Company—B. Business Overview—Research and Development.”
Other than as disclosed elsewhere in this annual report including under “Item 3. Key Information—D. Risk Factors”, we are not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition.
Leases
As of March 31, 2010, we leased 437,698 hectares, through approximately 2,128 land lease contracts with an average term of five years. Six of these contracts (covering 30,260 hectares, or approximately 7.6 % of the land leased by us) are entities controlled by our chairman and controlling shareholder under arms-length terms. In accordance with these land lease contracts, we pay the lessors a certain fixed number of tons of sugarcane per hectare as consideration for the use of the land, and a certain fixed productivity per ton of sugarcane in terms of TSR. The overall volume of TSR is obtained by multiplying the number of hectares leased by the committed tons of sugarcane per hectare by the TSR per ton of sugarcane. The price that we pay for each kilogram of TSR is set by CONSECANA. In fiscal year 2008, we paid an average of 16.9 tons of sugarcane per hectare, and an average of 122.8 kilograms of TSR per ton of sugarcane, at an average cost of US$0.2987 million per kilogram of TSR under our land lease contracts. In transition fiscal year 2009, we paid an average of 17.2 tons of sugarcane per hectare, and an average of 121.6 kilograms of TSR per ton of sugarcane, at an average cost of US$0.1461 million per kilogram of TSR under our land lease contracts. In fiscal year 2010, we paid an average of 17.52 tons of sugarcane per hectare, at an average cost of US$0.1751 per kilogram of TSR under our land lease contracts.
Bank guarantees
As of March 31, 2010, we have entered into bank guarantees relating to legal proceedings, debt, energy auctions and concession agreements, as follows:
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In million of US$
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Sugar & Ethanol
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US$ | 173.5 | ||
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Fuel distribution
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76.8 | |||
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Sugar logistics
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59.8 | |||
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Total
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US$ | 310.1 | ||
The following table sets forth the maturity schedule of our material contractual financial obligations at March 31, 2010:
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Total
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Less than 1 year
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1 to 3 years
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3 to 5 years
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More than 5 years
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(in millions of US$)
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Long-term debt obligations(1)
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US$ | 3,316.8 | US$ | 471.1 | US$ | 884.7 | US$ | 992.3 | US$ | 968.7 | ||||||||||
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Operating lease obligations(2)
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1,908.3 | 73.8 | 132.0 | 131.9 | 760.6 | |||||||||||||||
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Purchase obligations
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5,621.5 | 687.9 | 1,112.5 | 763.8 | 3,057.3 | |||||||||||||||
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Advances from customers
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980.4 | 201.3 | 574.3 | 204.8 | — | |||||||||||||||
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Total
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US$ | 11,017.0 | US$ | 1,434.1 | US$ | 2,703.5 | US$ | 2,092.8 | US$ | 4,786.6 | ||||||||||
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(1)
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Less than 1 year amounts include accrued interest over the existing debt, long term installments do not include any interest.
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(2)
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Purchase obligations were valued at the amount of sugarcane committed by a TSR of 129.8 kg per ton, at a price of R$0.3492, per kg as defined by CONSECANA for March 2010.
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Our long-term debt consists primarily of:
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US$547.2 million of export pre-payment notes due from 2012 through 2014;
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US$520.1 million refers to the financing of co-generation projects, as well as the financing of Jataí and Caarapó greenfields (sugar and ethanol mills);
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US$455.8 million perpetual notes with call option for Cosan beginning on February 2011;
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US$405.3 million senior notes due February 2017;
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US$354.4 million senior notes due February 2014;
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US$297.2 million PESA debt due between 2018 and 2020, payable against CTN credits; and
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US$212.6 million export credit notes due during 2012.
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We believe we will be able to refinance our existing debt on favorable market conditions. However, if we experience unfavorable market conditions, we believe that we already have available cash to repay our debt obligations due in the next three fiscal years, and, after that period, we expect to repay our debt obligations as they become due with cash generated by our operations.
Recently Issued Accounting Standards
FASB Accounting Standards Codification
In September 2009, the Accounting Standards Codification, or “ASC”, became the source of authoritative U.S. GAAP recognized by the Financial Accounting Standards Board, or “FASB”, for nongovernmental entities, except for certain FASB Statements not yet incorporated into ASC. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative U.S. GAAP for registrants. The authoritative guidance mentioned in these consolidated financial statements includes the applicable ASC reference.
Subsequent Events
We adopted ASC 855, “Subsequent Events”, which established general accounting standards and disclosure for subsequent events, during the year ended March 31, 2010.
Noncontrolling Interests
Effective April 1, 2009, we adopted new accounting guidance ASC 810, “Consolidation”, which changed the accounting for and the reporting of an entity’s minority ownership. Such minority ownership, previously referred to as minority interest, is now referred to as noncontrolling interests. The adoption of this guidance resulted in the reclassification of amounts previously attributable to minority interest and classified in the mezzanine outside of shareholders’ equity, to a separate component of shareholders’ equity titled “Noncontrolling Interests” in the consolidated balance sheets and statement of changes in shareholders’ equity and comprehensive income (loss).
Additionally, net income and comprehensive income attributable to noncontrolling interests are shown separately from consolidated net income and comprehensive income in the consolidated statements of operations and statements of changes in shareholders’ equity and comprehensive income (loss). Prior period financial statements have been reclassified to conform to the current year presentation as required by ASC 810.
Other New Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which will require companies to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value hierarchies and information on purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The ASU is effective prospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2009. The new disclosures about purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements is effective for interim and annual reporting periods beginning after December 15, 2010. We expect that the adoption of ASU 2010-06 will not have a material impact on our consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to Financial Accounting Standards Board Interpretation No. 46(R), included in ASC Subtopic 810-10, Consolidations — Overall. This guidance is intended to improve financial reporting by enterprises involved with variable interest entities by requiring ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and addresses concerns regarding the timeliness and usefulness of information about an enterprise’s involvement in a variable interest entity. This guidance is effective for interim and annual reporting periods beginning after November 15, 2009, with early application prohibited. We do not believe the adoption will have a material impact on our consolidated financial statements.
See “Forward-Looking Statements”.
Our board of directors and our executive officers are responsible for the operation of our business. Nevertheless, Mr. Rubens Ometto Silveira Mello, who controls all of our class B series 1 common shares, has the overall power to control us, including the power to establish our management policies.
Board of Directors
Our bye-laws provide that our board of directors shall consist of between five and eleven directors. Our board of directors currently consists of eleven directors.
Our board of directors is the decision-making body responsible for, among other things, determining policies and guidelines for our business. Our board of directors also supervises our executive officers and monitors their implementation of policies and guidelines established from time to time by our board of directors.
Our board of directors is divided into three classes (Class I, Class II and Class III) that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, and the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Members of our board of directors are subject to removal at any time with or without cause at a general meeting of shareholders. Our bye-laws do not include any citizenship or residency requirements for members of our board of directors.
The following table lists the members of our board of directors on March 31, 2010:
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Name
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Initial Year of Appointment to Cosan Limited’s Board
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Initial Year of Appointment to Cosan’s Board
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Class(1)
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Position Held – Cosan Limited
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Position Held – Cosan
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Year of Birth
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Rubens Ometto Silveira Mello
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2007
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2000
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III
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Chairman
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Chairman
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1950
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Marcus Vinicius Pratini de Moraes(2)
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2007
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2005
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II
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Vice Chairman
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—
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1939
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||||||
|
Marcelo Eduardo Martins
|
2009
|
2009
|
III
|
Director
|
Director
|
1966
|
||||||
|
Mailson Ferreira da Nóbrega(2)
|
2007
|
—
|
I
|
Director
|
Director
|
1942
|
||||||
|
Marcos Marinho Lutz
|
2007
|
—
|
II
|
Director
|
—
|
1969
|
||||||
|
Pedro Isamu Mizutani
|
2007
|
2000
|
III
|
Director
|
Vice Chairman
|
1959
|
||||||
|
George E. Pataki(2)
|
2007
|
—
|
I
|
Director
|
—
|
1945
|
||||||
|
Marcelo de Souza Scarcela Portela
|
2007
|
2005
|
II
|
Director
|
Director
|
1961
|
||||||
|
José Alexandre Scheinkman(2)
|
2007
|
—
|
I
|
Director
|
—
|
1948
|
||||||
|
Burkhard Otto Cordes
|
2008
|
2005
|
II
|
Director
|
Director
|
1975
|
||||||
|
Hélio Franca Filho (2)
|
2008
|
—
|
III
|
Director
|
—
|
1960
|
||||||
|
Serge Varsano (2)
|
—
|
2009
|
—
|
—
|
Director
|
1956
|
||||||
|
Roberto Rezende Barbosa
|
—
|
2009
|
—
|
—
|
Director
|
1959
|
||||||
|
Pedro Luiz Cerize (2)
|
—
|
2008
|
—
|
—
|
Director
|
1969
|
_____________
|
(1)
|
The terms of the directors expire as follows: Class I at the annual general meeting held in fiscal year 2011; Class II at the annual general meeting held in the transition fiscal year 2012; and Class III at the annual general meeting held in the fiscal year 2010.
|
|
(2)
|
Independent director.
|
The following is a summary of the business experience of our current directors. Unless otherwise indicated, the business address of our current directors is Av. Juscelino Kubitschek, 1726, 6th floor, São Paulo, SP, Brazil.
Rubens Ometto Silveira Mello. Mr. Mello is our chairman and chief executive officer. He holds a degree in mechanical engineering from the Escola Politécnica of the University of São Paulo (1972). Mr. Mello has more than 30 years of experience in the management of large companies. He has also served as general director and chairman of the board of directors of Costa Pinto S.A. since 1980, vice president of Pedro Ometto S.A. Administração e Participações since 1980, director of Cosan Operadora Portuária S.A. since 1998, chairman of the board of directors of FBA from 2001 until its merger into Corona, and director of Usina da Barra, currently Da Barra, since 2002. He also holds the position of director of UNICA, the Sugarcane Agroindustry Association of the State of São Paulo (UNICA—União da Agroindústria Canavieira do Estado de São Paulo). Prior to joining Cosan, Mr. Mello worked from 1971 to 1973 as an advisor to the board of executive officers of UNIBANCO União de Bancos Brasileiros S.A. and from 1973 to 1980 as chief financial officer of Indústrias Votorantim S.A.
Marcus Vinicius Pratini de Moraes. Mr. Pratini de Moraes is our vice-chairman and has been a member of Cosan’s board of directors since 2005. He holds a degree in economics from Faculdade de Ciências Econômicas da Universidade do Rio Grande do Sul (1963), a postgraduate degree in public administration from Deutsche Stiftung fur Entwicklungsländer—Berlin (1965) and a business administration degree from University of Pittsburgh and Carnegie Institute of Technology (1966). Mr. Pratini de Moraes held several positions in the Brazilian federal government, including Minister of Planning and General Coordination (1968-1969), Minister of Industry and Commerce (1970-1974), Minister of Mines and Energy (1992) and Minister of Agriculture, Livestock and Food Supply (1999-2002). He also served a term as a congressman from the state of Rio Grande Do Sul (1982-1986). He was a board member of Solvay do Brasil (1998-1999)
and chairman (2003); member of the advisory council of the Brazilian Mercantile & Futures Exchange—BM&F (2003); member of the Brazil—China Business Council (2004); president of the Brazil—Russia Business Council (2004); member of the National Council of Industrial Development (2005); and vice-president of the Beef Information Center—SIC (2005). Mr. Pratini de Moraes is currently the chairman of ABIEC (Brazilian Beef Export Industries Association), a board member of FIESP (Federation of Industries of the State of São Paulo), a board member of JBS S.A. and a member of the supervisory board and the audit committee of ABN AMRO Bank N.V.
Marcelo Eduardo Martins. Mr. Martins has been a member of our board of directors since March 23, 2009 Mr. Martins currently holds the position of Executive Vice President of Finance and Investor Relations and cumulates the Mergers & Acquisitions Officer position. His duties include identifying acquisition opportunities and implementing takeovers as well as business development activities for which the company may have strategic interest in the future. In July 2007, Mr. Martins was appointed as an executive officer of Aguassanta Participações S.A. Prior to joining the Cosan Group, Mr. Martins was the Chief Financial and Business Development Officer of Votorantim Cimentos between July 2003 and July 2007 and, prior to that, head of Latin American Fixed Income at Salomon Smith Barney (Citigroup) in New York. He has significant experience in capital markets, having worked at Citibank (where he began his career as a trainee in 1989), Unibanco, UBS and FleetBoston. He has a degree in business administration from the Getúlio Vargas Foundation, majoring in Finance.
Mailson Ferreira da Nóbrega. Mr. Nóbrega has been a member of our board of directors since November 2007. He is an economist and was Brazil’s Minister of Finance from 1988 to 1990. He was previously Technical Consultant and Chief of Project Analysis Department at Banco do Brasil; Coordination Chief of Economic Affairs of the Ministry of Industry and Commerce and Secretary General of the Ministry of Finance. He performed as the Chief Executive Officer of the European Brazilian Bank—EUROBRAZ, in London. Mr. Nóbrega is also member of the board of directors of the following companies: Abyara Planejamento Imobiliário, CSU Cardsystem S.A., Grendene S.A., Portobello S.A., Rodobens Negócios Imobiliários S.A., Tim Participações S.A. and Veracel Celulose S.A.
Marcos Marinho Lutz. Mr. Lutz is a member of our board of directors and our chief commercial officer. He has been Cosan’s chief executive officer since November 2009 and served as chief commercial officer since 2006. Mr. Lutz holds a naval engineering degree from Escola Politécnica of the University of São Paulo and a master’s degree in business administration from Kellogg Graduate School of Management, Northwestern University. From 2002 to 2006, Mr. Lutz was the executive director of infra-structure and energy at CSN (SID) and board member of MRS Logística, CFN Railways, and Itá Energética. Before that, Mr. Lutz was the chief operating officer at Ultracargo S.A., the logistics affiliate of the Ultra Group.
Pedro Isamu Mizutani. Mr. Mizutani is a member of our board directors and our chief operating officer. He has been a member of Cosan’s board of directors since 2000 and has served as Cosan’s managing director since 2001, currently also serving as Cosan’s chief operating officer. Mr. Mizutani holds a production-engineering degree from the Escola Politécnica of the University of São Paulo (1982), a postgraduate degree in finance from UNIMEP—Universidade Metodista de Piracicaba (1986) and a master’s degree in business management from FGV—Fundacão Getúlio Vargas, São Paulo, with an extension degree from Ohio University (2001). Mr. Mizutani has more than 20 years of experience in finance and administration with companies in the ethanol and sugar industries. He also served as a planning director of Usina Costa Pinto S.A. from 1983 to 1987, as financial manager from 1987 to 1988, and as administrative and financial director from 1988 to 1990. From 1990 to 2001, he acted as managing administrative and financial director of the group.
George E. Pataki. Mr. Pataki is a member of our board of directors. He has a bachelor’s degree from Yale University (1967), and a law degree from Columbia Law School (1970). Mr. Pataki was a partner in the New York law firm of Plunkett & Jaffe until 1987. He was elected mayor of Peekskill, New York in 1981, and served in the New York State Legislature as an assemblyman and then a senator from 1985 to 1994. In 1994, Mr. Pataki became the fifty-third Governor of the State of New York and was reelected in 1998 and 2002. He served as Governor from January 1, 1995 until January 1, 2007. Mr. Pataki is counsel at Chadbourne & Parke LLP.
Marcelo de Souza Scarcela Portela. Mr. Portela is a member of our board of directors and has been a member of Cosan’s board of directors since 2005. He holds a law degree from Faculdade de Direito da Universidade de São Paulo (1983), and completed graduate studies in commercial law from Faculdade de Direito da Universidade de São Paulo (1988) and McGill University Law School (1990) in Montreal, Canada. Since 2000, Mr. Portela has been a partner in the Brazilian law firm of Portela Advogados Associados S/C. Mr. Portela provides legal services to our company on a regular basis.
José Alexandre Scheinkman. Mr. Scheinkman is a member of our board of directors. He is the Theodore A. Wells ’29 Professor of Economics at Princeton University. He has a bachelor’s degree in economics from the Federal University of the State of Rio de Janeiro (1969), a master’s degree (1973) and doctorate degree (1974) in economics from the University of Rochester, and a master’s degree in mathematics from Instituto de Matemática Pura e Aplicada (Brazil) (1976). Mr. Scheinkman is a Fellow of the American Academy of Arts and Sciences, a Fellow of the Econometric Society, and received a “docteur honoris causa” from the Université Paris-Dauphine. In 2002, he was a Blaise Pascal Research Professor (France). Professor Scheinkman is a member of the Conseil Scientifique of the Institute Europlace de Finance (Paris) and a member of the Conselho Acadêmico of IBMEC (São Paulo). Previously, he was the Alvin H. Baum Distinguished Service Professor and Chairman of the Department of Economics at the University of Chicago, Vice President in the Financial Strategies Group of Goldman, Sachs & Co., co-editor of the Journal of Political Economy and a member of the advisory panel in economics to the Sloan Foundation.
Burkhard Otto Cordes. Mr. Cordes is member of our board of directors since 2005. He graduated with a degree in business administration from Fundação Armando Álvares Penteado (1997) and he holds a master’s degree in finance from IBMEC-SP (2001). Mr. Cordes has worked in financial markets over the last seven years. He worked at Banco BBM S.A., a company owned by Grupo Mariani, where he worked at its commercial division focusing corporate and middle market segments. Currently, he serves as financial manager. Before holding his current position, he had worked at IBM Brasil in its financial division. Mr. Cordes is Mr. Mello’s son-in-law.
Helio Franca Filho. Mr. Franca Filho has been a member of Cosan’s board of directors since August 2009. He joined Gavea’s Illiquid Strategies Group in April 2007, focusing primarily on the commodities sector. With over 20 years of experience in the commodities sector, Mr. Franca Filho began his career with the Sucres & Denrées group, where he worked from 1984 to 1985 trading coffee, sugar and cocoa. He subsequently joined the Louis Dreyfus group in New York, where he was in charge of the Latin American sugar and ethanol market from 1985 to 1996. From 2000 to 2007, he was director of Brazilian operations for the Noble group, a commodities trading company listed in England and Singapore. Mr. Franca Filho has a degree in Economics from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ).
Serge Varsano. Mr. Varsano holds a degree from the Marshall School of Business of the University of Southern California. Mr. Varsano began his career as a trader in the Sucres et Denrées group, one of the world’s leading sugar traders, subsequently becoming its CEO. He has been CEO of the Sucres et Denrées group since 1988.
Roberto de Rezende Barbosa. Mr. Barbosa has been a member of Cosan’s board of directors since 2009. Born on June 26, 1950 in São Paulo, he worked as a trainee at Halles Bank and the Dacon dealership, assuming the family business in 1975. With degrees in Business and Industry, he was the CEO of Grupo Nova América and is currently the CEO and a board member at CTC – Centro de Tecnologia Canavieira, and a board member at SCA – Sociedade Corretora de Álcool, IEDI – Institute of Industrial Development Studies and UNICA – the Federation of Sugarcane Industries of São Paulo State.
Pedro Luiz Cerize. Mr. Cerize has been a member of Cosan’s board of directors since 2009. He is founder and co-manager of Skopos and is responsible for the allocation of the fund’s assets. Previously, he worked at Corretora Socopa, Fator and BBA Creditanstalt Bank, where he was responsible for the stock trading desk, managing over US$100 million. In addition to managing the fund, he serves on the board of directors of Indústrias Romi S.A. (ROMI4 BZ). He earned a bachelor’s degree with honors in Business Administration from the Getulio Vargas Foundation (FGV) in São Paulo, having received the Gastão Vidigal award in 1991 for academic achievement, and an MBA in finance in 1993 from the Brazilian Institute for Capital Markets – IBMEC.
Executive Officers
Our executive officers serve as our executive management body. They are responsible for our internal organization and day-to-day operations and for the implementation of the general policies and guidelines established from time to time by our board of directors.
Our executive officers are elected by our board of directors for one-year terms and are eligible for reelection. Our board of directors may remove any executive officer from office at any time with or without cause. Our executive officers hold meetings when called by any of our executive officers.
The following table lists our current executive officers:
|
Name
|
Initial Year of Appointment to Cosan Limited
|
Initial Year of Appointment to Cosan
|
Position Held – Cosan Limited
|
Position Held – Cosan
|
Year of Birth
|
|||||
|
Rubens Ometto Silveira Mello
|
2007
|
—
|
Chief Executive Officer
|
—
|
1950
|
|||||
|
Marcos Marinho Lutz
|
2007
|
2009
|
Chief Commercial Officer
|
Chief Executive Officer
|
1969
|
|||||
|
Pedro Isamu Mizutani
|
2007
|
2000
|
Chief Operating Officer
|
Chief Operating Officer
|
1959
|
|||||
|
Marcelo Eduardo Martins
|
2009
|
2009
|
Chief Financial Officer and Investor Relations Officer & M&A Officer
|
Chief Financial Officer and Investor Relations Officer & M&A Officer
|
1966
|
|||||
|
Marcelo de Souza Scarcela Portela
|
—
|
2009
|
—
|
Legal Officer
|
1961
|
|||||
|
Rodolfo Norivaldo Geraldi
|
—
|
2000
|
—
|
Executive Officer
|
1951
|
|||||
|
Antonio Alberto Stucchi
|
—
|
2009
|
—
|
Executive Officer
|
1957
|
The business address of our current executive officers is Av. Juscelino Kubitschek, 1726, 6th floor, São Paulo, SP, Brazil.
Key managers
|
Name
|
Initial Year of
Appointment to Cosan
|
Position Held – Cosan
|
||
|
Carlos Alberto Piotrowski
|
2008
|
Chief Operating Officer – Shared Service Center
|
||
|
Leonardo Gadotti Filho
|
2008
|
Chief Operating Officer – CCL
|
||
|
Julio Fontana Filho
|
2009
|
Chief Operating Officer – Rumo Logística
|
||
|
Collin Butterfield
|
2010
|
Chief Operating Officer – CAL
|
Carlos Alberto Piotrowski: He joined Esso Brasileira in 1984 and worked in different areas in Brazil and abroad, having led the transition of the Latin America area of fuel distribution during the Exxon-Mobil merger. He returned to Brazil in 2007 to take the position of President of Esso Brasileira from 2007 until 2009, when it became Cosan Combustíveis e Lubrificantes.
Leonardo Gadotti Filho: He is also President of Sindicom and Member of the Board of Directors of Instituto Brasileiro de Ética Concorrencial - ETCO. He started working at the Essobrás in 1980 as a trainee, and has worked in Great Britain and the United States, returning to Brazil in 1999.
Julio Fontana Filho: He is the former Chief Executive Offficer of MRS Logística S.A. with experience in logistics, railroad operations and infrastructure.
Collin Butterfield: He holds an Engineering degree from Boston University and a master’s degree in Economy and Finance from Dartmouth College. He created the website Viajo.com (currently named Decolar.com.br) and before joining Cosan acted as Bracor’s Investments Officer.
Our Relationship with our Executive Officers and Directors
Mr. Burkhard Otto Cordes is a member of Cosan and Cosan Limited’s board of directors and serves as financial manager in Aguassanta Participações S.A. Mr. Cordes is Mr. Mello’s son-in-law.
There are no arrangements or understandings with any of our shareholders, customers, suppliers or others, pursuant to which any director or member of our senior management has been or will be selected.
Committees of the Board of Directors
Audit Committee
Our board of directors has determined that Marcus Vinicius Pratini de Moraes (chairman) and Mailson Ferreira da Nóbrega are “audit committee financial experts” as defined by current SEC rules and meet the independence requirements of the SEC and the NYSE listing standards. For a discussion of the role of our audit committee, see “Item 6C. Summary of Significant Differences of Corporate Governance Practices—Audit Committee”. The members of our audit committee are Messrs. Marcus Vinicius Pratini de Moraes (chairman), Mailson Ferreira da Nóbrega, and Helio França Filho.
Compensation Committee
We have a compensation committee that reviews and approves the compensation and benefits for our executive officers and other key executives, makes recommendations to the board regarding compensation matters and is responsible for awarding equity-based compensation to our executive officers and other employees under our employee equity incentive plan. The committee also has the discretion to interpret the terms of the plan, to amend the plan and take all other actions necessary to administer the plan in our best interests. The members of our compensation committee are Messrs. Pedro Isamu Mizutani (chairman), Marcus Vinicius Pratini de Moraes and Marcelo de Souza Scarcela Portela.
Risk Management Committee
We have a risk management committee that is responsible for advising the board on risk management, by establishing exposure limits and hedging ratios on a periodic basis so as to achieve better operational and financial controls. The members of our risk management committee are Messrs. José Alexandre Scheinkman (chairman), Marcelo Eduardo Martins and Marcos Marinho Lutz.
Under our bye-laws, our board of directors is responsible for establishing the annual aggregate compensation that we pay to the members of our board of directors and our executive officers.
The aggregate amount of compensation paid to all members of Cosan’s board of directors and its executive officers in fiscal year 2010 was US$6.9 million. In transition fiscal year 2009, it was US$3.2 million. For fiscal year ended April 30, 2008, the aggregate compensation paid to all members of Cosan’s board of directors and its executive officers was US$3.5 million. The compensation to be paid to directors and executive officers of Cosan who also act as such for our company will be in addition to compensation paid to them by our company.
Our executive officers receive the same benefits generally provided to our employees. Members of our board of directors are not entitled to these benefits.
We currently have no employment agreements with our directors and executive officers providing for benefits upon the termination of employment. Our directors and executive officers who serve for both us and Cosan will receive compensation from both companies.
The NYSE Corporate Governance Rules provide that we are required to disclose any significant differences on our corporate governance practices from those required to be followed by U.S. companies under NYSE listing standards. We have summarized these significant differences below.
We are permitted to follow practice in Bermuda in lieu of the provisions of the NYSE Corporate Governance Rules, except that we will be required to have a qualifying audit committee under Section 303A.06 of the Rules, or avail ourselves of an appropriate exemption. In addition, Section 303A.12(b) provides that our chief executive officer is obligated to promptly notify the NYSE in writing after any of our executive officers becomes aware of any material non-compliance with any applicable provisions of the NYSE Corporate Governance Rules.
Majority of Independent Directors
NYSE Rule 303A.01 provides that each U.S. company that is listed on the Exchange must have a majority of independent directors. Bermuda corporate law does not require that we have a majority of independent directors. Under our bye-laws, at least 40% of our directors are required to be independent directors; which requirement increases to 60% following the death or permanent incapacitation of Mr. Rubens Ometto Silveira Mello.
Separate Meetings of Non-Management Directors
NYSE Rule 303A.03 provides that the non-management directors of each U.S. company that is listed on the Exchange must meet at regularly scheduled executive sessions without management. We are not required to have such executive sessions for the non-management directors under Bermuda law.
Nominating and Corporate Governance Committee
NYSE Rule 303A.04 provides that each U.S. company that is listed on the Exchange must have a nominating/corporate governance committee composed entirely of independent directors. We are not required to have such a committee under Bermuda law. We believe that, pursuant to our bye-laws, the role of a nominating committee is generally performed by our board of directors and that the role of the corporate governance committee is generally performed by either our board of directors or our senior management.
Compensation Committee
NYSE Rule 303A.05 provides that each U.S. company that is listed on the Exchange must have a compensation committee composed entirely of independent directors. We are not required to have such a committee under Bermuda law. However, we formed such a committee with one independent director.
Audit Committee
NYSE Rule 303A.06 and the requirements of Rule 10A-3 of the SEC provide that each listed company is required to have an audit committee consisting entirely of independent members that comply with the requirements of Rule 10A-3. In addition, the company must have an internal audit function and otherwise fulfill the other requirements of the NYSE rules and Rule 10A-3 of the SEC.
While we are not required under Bermuda law to have an audit committee, we have formed a committee that will have the following responsibilities:
|
·
|
pre-approve services to be provided by our independent auditor;
|
|
·
|
review auditor independence issues and rotation policy;
|
|
·
|
supervise the appointment of our independent auditors;
|
|
·
|
discuss with management and auditors major audit, accounting and internal control issues;
|
|
·
|
review quarterly financial statements prior to their publication, including the related notes, management’s report and auditor’s opinion;
|
|
·
|
review our annual report and financial statements;
|
|
·
|
provide recommendations to the board on the audit committee’s policies and practices;
|
|
·
|
review recommendations given by our independent auditor and internal audits and management’s responses;
|
|
·
|
provide recommendations on the audit committee’s bye-laws; and
|
|
·
|
the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal controls or auditing matters.
|
Equity Compensation Plans
NYSE Rule 303A.08 provides that shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with certain limited exemptions as described in the rule. Under Bermuda law, shareholder pre-approval is not required for the adoption of equity compensation plans nor any material revision thereto.
Corporate Governance Guidelines
NYSE Rule 303A.09 provides that each U.S. listed company must adopt and disclose their corporate governance guidelines. We do not have a similar requirement under Bermuda law. In addition, we have adopted a written policy of trading of securities and disclosure matters.
Code of Business Conduct and Ethics
NYSE Rule 303A.10 provides that each U.S. listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. Although not required under Bermuda law, the Company has adopted a code of business conduct and ethics for directors, officers and employees as provided for in NYSE Rule 303A.10, which has been filed with the SEC.
As of March 31, 2010, we had 39,339 employees. The following table sets forth the number of our total employees by main category of activity for the periods indicated:
|
At March 31,
|
At April 30,
|
|||||||||||
|
2010
|
2009
|
2008
|
||||||||||
|
Agricultural
|
23,323 | 25,816 | 36,024 | |||||||||
|
Industrial
|
5,550 | 8,019 | 6,483 | |||||||||
|
Commercial
|
397 | 876 | 622 | |||||||||
|
Administrative
|
2,130 | 3,128 | 1,893 | |||||||||
|
Financial and investor relations
|
72 | 60 | 120 | |||||||||
|
Port
|
188 | 1,165 | 198 | |||||||||
|
Total
|
39,339 | 31,648 | 45,340 | |||||||||
We pay a mandatory union contribution for all of our employees. We believe that we have good relations with our employees and the unions that represent them, and we have not experienced a strike or other labor slowdown since 1992. Collective bargaining agreements to which we are party have either one-year or two-year terms, are subject to annual renewal and are subject to changes in Brazilian law. We apply the terms of bargaining agreements entered into with the unions equally to unionized and non-unionized employees.
Our total annual payroll was US$271.6 million as of March 31, 2010, which includes a provision for vacations, and bonuses, taxes and social contributions.
We offer our employees, including our executive officers, various benefits, which are provided in accordance with the employee’s position in our company. Benefits include medical (including dental) assistance, meal and transport vouchers, life insurance, maternity leave, scholarships and funeral assistance and nursery assistance. Members of our board of directors are not entitled to these benefits. All of our employees participate in profit sharing plans (Programas de Participação nos Resultados) developed with the labor unions of which our employees are members, which provide performance-based compensation. In fiscal year 2010, we paid US$12.8 million as profit sharing distributions.
Except for Mr. Rubens Ometto Silveira Mello, our indirect controlling shareholder and chairman, who indirectly holds 96,332,044of our class B series 1 common shares and 16,111,111 Class A common shares, none of our directors and executive officers currently owns or holds class A common shares or class B common shares of our company.
Equity-Based Compensation Plans
Cosan Limited
We have adopted a Cosan Limited equity incentive plan. We have reserved up to 5% of our issued and outstanding class A common shares as of the granting date for issuance under our equity incentive plan. The plan is intended to attract, retain and motivate our directors, officers and employees, to link compensation to the overall performance of the company in order to promote cooperation among our diverse areas of business and to create an ownership interest in the company with respect to these directors, officers and employees in order align their interests with the interests of our shareholders.
Cosan
On August 30, 2005, Cosan’s shareholders approved a stock option plan that authorized the issuance of a maximum of 5% of Cosan’s total share capital. On September 22, 2005, Cosan’s board of directors approved the distribution of stock options corresponding to 4,302,780 common shares, or 3.25% of Cosan’s total share
capital. A remaining 1.75% of Cosan’s share capital may subsequently be issued pursuant to the terms of Cosan’s stock option plan. The stock options that were issued have an option price of US$2.93 per common share, and may be partially exercised (up to a maximum of 25% annually) after November 18, 2006. On November 20, 2006, Cosan’s board of directors approved the issuance of 1,132,707 new common shares to certain of Cosan’s executive officers under Cosan’s stock option plan, which resulted in an increase in the number of Cosan’s issued and outstanding common shares on that date. On September 11, 2007, Cosan’s board of directors granted 450,000 options to one of Cosan’s executive officers. On November 19, 2007 and December 11, 2007, 922,947 and 38,725 options, respectively, were exercised. On March 31, 2010, there were outstanding options corresponding to 653,976 common shares under this plan.
The stock option plan is valid until December 31, 2010. If a holder of stock options ceases to be an executive officer, manager or eligible employee for any reason (other than termination of his or her employment contract without just cause on Cosan’s part, death, retirement or permanent incapacitation), after partially exercising his or her option to purchase Cosan’s common shares, the options that have not yet been exercised will be extinguished as of the date that the holder ceases to be an executive officer, manager or eligible employee.
Cosan stock options held by Cosan’s executive officers may, at their option, be canceled and converted into awards of Cosan Limited, and we will comply with the limit of shares we have reserved for our equity incentive plan. The Cosan stock options will be converted based upon a ratio equal to the initial offering price of our common stock, divided by the weighted average stock price of Cosan’s common stock for a specified period immediately preceding the date of the completion of our initial public offering. The converted securities, if unvested, generally will continue to vest over their original vesting periods.
Cosan Limited
As of the date of this annual report our authorized share capital is US$11,888,863.60, consisting of 1,000,000,000 class A common shares, par value US$0.01 per share, 96,332,044 class B series 1 common shares, par value US$0.01 per share and 92,554,316 class B series 2 common shares, par value US$0.01 per share. Each of our class A common shares entitles its holder to one vote. Each of our class B common shares entitles its holder to ten votes. The chairman of our board of directors, Mr. Rubens Ometto Silveira Mello controls 41.5% of our issued and outstanding share capital, and 86.1% of our voting power by virtue of his control of 100% of our class B common shares and 9.2% of our class A common shares. Other than the entities and individuals mentioned below, no other single shareholder holds more than 5.0% of our issued and outstanding share capital.
The following table sets forth the principal holders of our issued and outstanding share capital and their respective shareholding as of the date of this annual report:
|
Shareholders
|
Class A Common Shares
|
%
|
Class B Common Shares
|
%
|
Total Number of Shares
|
%
|
||||||||||||||||||
|
Queluz Holdings Limited
|
8,611,111 | 4.9 | 66,321,766 | 68.8 | 74,932,877 | 27.7 | ||||||||||||||||||
|
Usina Costa Pinto S.A. Açúcar e Álcool
|
— | — | 30,010,278 | 31.2 | 30,010,278 | 11.1 | ||||||||||||||||||
|
CFV19 Participações S.A.
|
1,811,250 | 1.0 | — | — | 1,811,250 | 0.7 | ||||||||||||||||||
|
MSAL Participações S.A.
|
1,811,250 | 1.0 | — | — | 1,811,250 | 0.7 | ||||||||||||||||||
|
Certo Participações S.A.
|
1,811,250 | 1.0 | — | — | 1,811,250 | 0.7 | ||||||||||||||||||
|
MSOR Participações S.A.
|
1,811,250 | 1.0 | — | — | 1,811,250 | 0.7 | ||||||||||||||||||
|
Shareholders
|
Class A Common Shares
|
%
|
Class B Common Shares
|
%
|
Total Number of Shares
|
%
|
||||||||||||||||||
|
Usina Bom Jesus S.A. Açúcar e Álcool
|
255,000 | 0.1 | — | — | 255,000 | 0.1 | ||||||||||||||||||
|
Gávea Funds
|
39,445,393 | 22.6 | — | — | 39,445,393 | 14.6 | ||||||||||||||||||
|
Janus Capital Management LLC (1)
|
17,141,850 | 9.8 | — | — | 17,141,850 | 6.3 | ||||||||||||||||||
|
Skagen Funds (2)
|
8,900,000 | 5.1 | — | — | 8,900,000 | 3.3 | ||||||||||||||||||
|
Others
|
93,174,725 | 53.4 | — | — | 93,174,725 | 34.4 | ||||||||||||||||||
|
Total
|
191,497,191 | 100.0 | 96,332,044 | 100.0 | 270,687,385 | 100.0 | ||||||||||||||||||
|
(1)
|
Based on information filed by Janus Capital Management LLC, or Janus Capital, with the SEC on February 16, 2010, as a result of its role as investment adviser or sub adviser to various managed portfolios, Janus Capital may be deemed to be the beneficial owner of 17,141,850 class A common shares held by such managed portfolios. The interest of Janus Overseas Fund, which is one of the managed portfolios to which Janus Capital provides investment advice, amounted to 14,108,974 class A common shares
|
|
(2)
|
Based on information filed by Skagen Funds with the SEC on April 6, 2010, Skagen Funds is deemed to be the beneficial owner of 8,900,000 class A common shares. Skagen Funds is a Norwegian investment company and holds the shares for investment purposes.
|
No class B series 2 common shares are currently issued and outstanding.
Queluz Holdings Limited, Costa Pinto, CFV19 Participações S.A., MSAL Participações S.A., Certo Participações S.A., MSOR Participações S.A. and Usina Bom Jesus S.A. Açúcar e Álcool
On November 24, 2009, a corporate reorganization was approved within companies from its controlling group (Aguassanta Participações S.A., Queluz Holdings Limited, or “Queluz”, and Usina Bom Jesus S.A. Açúcar e Álcool), aiming at consolidating their control with Mr. Rubens Ometto Silveira Mello.
This reorganization may result, but not necessarily, in the sale by Queluz of up to around 5,500,000 class A common shares issued by Cosan Limited within approximately 12 months, never exceeding 1% of total Class A shares, or 1,743,553 shares, in a given 90-day period, pursuant to Securities Act Rule 144 and other applicable provisions. Its class B share position remains unaltered.
Queluz Holdings Limited and Costa Pinto own all of our class B series 1 common shares. Queluz Holdings Limited, CFV19 Participações S.A., MSAL Participações S.A., Certo Participações S.A., MSOR Participações S.A. and Usina Bom Jesus S.A. Açúcar e Álcool also hold in aggregate 10% of our class A common shares. These companies are indirectly controlled by Mr. Rubens Ometto Silveira Mello, the chairman of our board of directors through several companies controlled directly and indirectly by him. Although the control is exercised by Mr. Rubens Ometto Silveira Mello, there are some family members and other individuals who are also beneficial owners of minority interests in these companies.
Cosan
The following table sets forth information relating to the beneficial ownership of Cosan’s common shares as of the date hereof.
|
Shareholders
|
Common Shares
|
%
|
||||||
|
Cosan Limited
|
253,703,323 | 62.3 | ||||||
|
Rezende Barbosa
|
44,300,389 | 10.9 | ||||||
|
Others
|
109,006,484 | 26.8 | ||||||
|
Total
|
407,010,196 | 100.0 | ||||||
On September 19, 2008, the board of directors approved a capital increase in the total amount of R$880 million (US$456.1 million) through the issuance of 55,000,000 new shares at a price of R$16.00 (US$8.29) each. Each new share had one warrant attached to it. Each warrant grants its holder the right to subscribe for 0.6 common shares. The warrants were valid until December 31, 2009. The subscription price through the use of warrants is R$16.00 (US$8.29) per share. Because not all shareholders exercised their preemptive rights under the capital increase, Cosan Limited increased its holding of Cosan’s common shares from 171,172,252 to 226,165,734, or from 62.81% to 69.05% of the Company’s capital.
On March 6, 2009, Cosan’s board of directors approved a capital increase in the total amount of US$1.9 million through the issuance of 736,852 new common shares, to be used under Cosan’s Stock Option Plan. As a result of the capital increase, Cosan’s share capital is of 328,284,884 common shares, 226,165,734 (69.0%) of which are owned by us and 102,119,150 (31.0%) of which are outstanding in the market.
On June 18, 2009, Cosan’s shareholders approved a capital increase of US$169.5 million through the issuance of 44,300,389 new common shares, with no par value, for purposes of the acquisition of Curupay. As part of this acquisition, Cosan acquired a noncontrolling interest in Novo Rumo in the amount of US$62.5 million, which has been accounted for as an equity transaction, with a dilution of noncontrolling interest.
On July 15, 2009, Cosan’s board of directors approved a capital increase of US$6.1 million through the issuance of 224,819 new common shares, with no par value, for purposes of meeting the needs of the stock option plan, due to exercise of such options by qualifying executives.
On August 7, 2009, Cosan’s board of directors approved a capital increase of R$800.0, or US$450.0 through the issuance of 50 new common shares, with no par value, at an issue price of R$16.00 per share, or US$9.09, due to exercise of subscription warrants by the holders.
On October 5, 2009, Cosan’s board of directors approved a capital increase of US$0.6 million through the issuance of 169,500 new common shares, with no par value, for purposes of meeting the needs of the stock option plan, due to exercise of such options by qualifying executives.
On October 29, 2009, Cosan’s board of directors approved a capital increase of US$236.2 million through the issuance of 23,753,953 new common shares, with no par value, at an issue price of US$9.00, due to exercise of subscription warrants by Cosan Limited. As a result, Cosan Limited increased its holding of the company’s common shares from 226,165,734 to 249,919,687. Cosan Limited’s interest in Cosan increased from 60.64% to 62.99% of Cosan’s capital.
On December 15, 2009, Cosan’s board of directors approved a capital increase of US$0.8 million through the issuance of 84,000 new common shares, with no par value, at an issue price of US$9.00, due to exercise of subscription warrants by the holders. On the same day, Cosan’s board of directors approved a capital increase of US$6 million through the issuance of 571,194 new common shares, with no par value, for purposes of meeting the needs of the stock option plan, due to exercise of such options by qualifying executives.
On December 22, 2009, Cosan’s board of directors approved a capital increase of US$78.6 million through the issuance of 8,072,976 new common shares, with no par value, at an issue price of US$9.00, due to the exercise of subscription warrants by Cosan Limited and other holders. Cosan Limited exercised 5,403,560 subscription warrants which resulted in an issuance of 3,242,136 new common shares and other holders exercised 8,051,400 subscription warrants which resulted in an issuance of 4,830,840 new common shares. As a result, Cosan Limited increased its interest in Cosan’s capital from 249,919,687 to 253,161,823, or from 62.89% to 63.19% of Cosan’s capital.
On December 31, 2009, Cosan’s board of directors approved a capital increase of US$10.8 million through the issuance of 1,081,552 new common shares, with no par value, at an issue price of US$9.00, due to exercise of subscription warrants by the holders. As a result, Cosan Limited’s interest decreased to 62.27% of Cosan’s capital
On March 29, 2010, Cosan’s board of directors approved a capital increase of US$0.1 million through issuance of 17,000 new common shares, with no par value, for purposes of meeting the needs of the stock option plan, due to exercise of such options by qualifying executives.
On July 29, 2010, Cosan’s board of directors approved a capital increase of US$1.5 million through issuance of 449,879 new common shares, with no par value, for purposes of meeting the needs of the stock option plan, due to exercise of such options by qualifying executives. As of that date, Cosan’s share capital consisted of 407,010,196 common shares.
On August 25, 2010, we entered into definitive agreements for the creation of a proposed joint venture with Shell, see more information in “Item 10. Additional Information—C. Material Contracts”.
Treasury stock
In the year ended March 31, 2009, we acquired 343,139 common shares from dissident shareholders related to a prior acquisition. These shares are held in treasury.
Set forth below is a brief description of each of the shareholders mentioned in the table above.
Cosan Limited
On March 31, 2010, we owned 62.3% of Cosan’s common shares. Prior to our initial public offering, Usina Costa Pinto S.A. Açúcar e Álcool and Aguassanta Participações S.A., each company indirectly controlled by our chief executive officer, Mr. Rubens Ometto Silveira Mello and his family, were the controlling shareholders of Cosan.
Rezende Barbosa
On June 18, 2009, Cosan entered into an agreement with Rezende Barbosa to acquire 100% of the outstanding shares of Curupay S.A. Participações, or “Curupay”. The acquisition was carried out through the merger of Curupay into Cosan resulting in the issuance by Cosan of 44,300,389 new common shares, fully subscribed and paid-in by Rezende Barbosa.
Shareholders’ Agreements and Other Arrangements
Cosan Limited
Aguassanta and Costa Pinto, our indirect controlling shareholders, entered into a shareholders’ agreement pursuant to which they undertake to vote jointly with respect to any matter related to us and our subsidiaries. Aguassanta and Costa Pinto have agreed to meet before any shareholders’ or board of directors meeting to reach an agreement as to their votes regarding such matters. The vote of the indirect shareholder that owns a greater equity stake in Cosan Limited shall prevail.
Cosan
Rezende Barbosa
Pursuant to an agreement dated June 9, 2009, the Rezende Barbosa Family has the right to have one member on both the supervisory board and the board of directors. Cosan Limited has , subject to limited exceptions, a right of first refusal on shares of Cosan (CSAN3) owned by the Rezende Barbosa family.
Cosan Portuária
On February 8, 1999, São Francisco and Tate & Lyle do Brasil Serviços e Participações S.A., or “Tate & Lyle”, entered into a shareholders’ agreement that governs the rights of the shareholders of Cosan Portuária (formerly São Francisco Operadora Portuária de Granéis Ltda.). In April 2004, Cosan acquired 90.0% of the outstanding capital stock of Cosan Portúaria through a Cosan capital increase in the amount of US$1.5 million, which was fully subscribed by Cosan’s shareholder, São Francisco, using shares that it held at Cosan Portuária.
Cosan has signed a memorandum of understanding dated April 9, 2008 with Rezende Barbosa with the intention of merging into a new entity the port terminal facilities of Cosan Portuária with those at the neighboring site of Teaçu Armazéns Gerais S/A, owned by Rezende, or the “merged entity”. Cosan asked Tate & Lyle to provide its approval as the minority shareholder in Cosan Portuária to the arrangements. Tate & Lyle’s and Cosan’s equity interests in the merged entity would be held by a holding company owned by Cosan and Tate & Lyle.. Because of the creation of the holding company, Cosan and Tate & Lyle entered into a shareholders’ agreement with respect to the holding company named COPSAPAR Participações S/A in order to govern: (1) the election of the board of directors; (2) the exercise of voting rights in general shareholder meetings and meetings of the board of directors; and (3) the preemptive rights of shareholders.
Rumo Logística
On September 2, 2010, Novo Rumo, Cosan, Cosan Limited and investment vehicles controlled by TPG and Gávea entered into a shareholders’ agreement that regulates the rights of the shareholders of Rumo Logística and on the same date the parties have entered into a subscription agreement in which Gávea and TPG agreed to subscribe common shares of Rumo Logística representing a 25% ownership for a price of R$400 million, implying a post-money equity valuation of R$1,600 million. In accordance to the shareholders agreement, Rumo Logística will have a board of directors of five members and Gávea and TPG will have the right to appoint two of the directors. Pursuant to the agreement, (1) Gávea and TPG will have the right to participate, through at least one representative, in all board committees and certain other relevant committees of Rumo Logística; (2) any decision regarding Rumo Logística or any of its subsidiaries will be determined by a simple majority vote; (3) Gávea and TPG will have rights of first refusal; (4) Gávea and TPG will have tag along rights.
TEAS
Cosan and Cargill Agricola S/A entered into a shareholders’ agreement with respect to TEAS Terminal Exportador de Alcool de Santos S/A , or “TEAS”, dated as of February 15, 2005 and amended on November, 26, 2009, that provides for, among other things, the right of first refusal of the shareholder to acquire the shares of TEAS owned by the other shareholder, in the event such party decides to sell its shares to a third party.
We engage in related party transactions with certain of our affiliates, some of which are of a recurring nature. Financial information with respect to certain material related party transactions is set forth in note 13 to our audited financial statements included in this annual report.
Our board of directors delegates to the audit committee the responsibility for reviewing and approving all related party transactions (within the meaning of Item 404 of Regulation S-K of the SEC). The audit committee is responsible for obtaining information from our directors, executive officers and major shareholders with respect to related party transactions and for then determining, based on the facts and circumstances, whether our company or a related party has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to our company or a related party has been disclosed herein.
In October 2008, a private placement of the Company’s class A shares was made in the amount of US$50 million by the controlling shareholder, Mr. Rubens Ometto Silveira Mello, and US$150 million by the funds managed by Gávea Investimentos Ltda., at US$4.50 per class A share or BDR subscribed. The offering was extended to all class A share or BDR holders, as permitted by applicable law. The offering was concluded on October 27, 2008. As a result and following the date of the acquisition, Mr. Rubens Ometto Silveira Mello holds 41.5% of the Company’s total capital and 86.1% of its voting capital.
Recurring Transactions with Shareholders
Cosan leases agricultural land for planting sugarcane from certain of our and its shareholders and other related parties on market terms. As of March 31, 2010 we leased 394.312 hectares, through 2,128 land lease contracts with an average term of five years. Six of these contracts (covering 30,260 hectares, or 7.6% of the land leased by us) are entities controlled by our chairman and controlling shareholder under arms-length terms. These land lease agreements are on arms-length terms equivalent to those we enter into with third parties. Lease payments under these agreements are based on the price of 16.9 tons of sugarcane per hectare, calculated in accordance with certain regulations of CONSECANA.
Through our indirect subsidiary Agrícola Ponte Alta S.A., we also acquired 28 ships for R$12,115,000 pursuant to a Ship Purchase Agreement, entered into on October 1, 2009. We had previously leased and used the ships to transport sugarcane to our plant in Jaú, in the district of Potunduva.
Guarantees with Related Parties
On November 17, 2008, Cosan issued promissory notes for an aggregate outstanding principal amount of R$1.1 billion (US$617.6 million as of March 31, 2010). The promissory notes are subject to interest consisting of the accumulated change in average daily rates of Interfinancial Deposits plus 3% annual rate, payable on November 12, 2009, together with the principal amount of promissory notes. The promissory notes are secured by: (1) a guarantee of Mr. Rubens Ometto Silveira Mello; and (2) chattel mortgage of shares of CCL (current name of Essobrás).
As a result of Cosan’s participation in the PESA federal government financing program between 1998 and 2000, Amaralina mortgaged land to secure the restructuring of Cosan’s debt, and Agrícola Ponte Alta and Pedro Ometto S.A. mortgaged land to secure the restructuring of the debt of Da Barra. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness—Special Agricultural Financing Program (Programa Especial De Saneamento De Ativos).
For approximately seven months, Cosan and Palermo Agricola Ltda, a special purpose company wholly-owned by Aguassanta Participações S/A , or “Palermo”, have been in the planning and execution stages of a project involving a build-to-suit and lease arrangement whereby Palermo would construct, pursuant to Cosan specifications, the building that will house Cosan’s shared services center in Piracicaba, São Paulo State, or the “Shared Services Center”, which would thereafter be leased by Palermo to Cosan. On July 1, 2010, Cosan entered into the build-to-suit and lease agreement with Palermo based on previously agreed business terms that formalized this arrangement. Following the completion of construction of the Shared Services Center, Cosan will lease this building from Palermo for a period of ten years, with monthly rental payments of R$350,000 (US$196,500).
Not applicable.
See Item 18 for our audited consolidated financial statements.
Legal Proceedings
Tax Proceedings
We are engaged in a number of legal proceedings with Brazilian tax authorities in the total amount of US$1,400 million for which we have recorded provisions in an aggregate amount of US$173,924 million at March 31, 2010. In addition, there are currently certain legal proceedings pending in which we are involved for which we have not recorded provisions. If any of these legal proceedings is decided adversely against us, our results of operations or financial condition could be materially and adversely affected.
Cosan has tax credits related to IPI Premium Credit introduced by Decree Law No. 491/69, which represents an incentive to export trading companies, through the grant of IPI tax credits calculated on export sales, as a form of compensation for the tax paid internally. We have used a portion of these credits to offset federal taxes and contributions. The Superior Court of Justice of Brazil had previously ruled that IPI premium credits could be used by companies to offset against other federal taxes. However, in a ruling dated November 9, 2005, the Superior Court of Justice of Brazil, a Brazilian appellate court, changed its prior position. This decision may be appealed by the losing party with the Superior Court of Justice of Brazil, and, if the party loses this appeal, it may further appeal the decision with the Superior Federal Court of Brazil (Supremo Tribunal Federal). We have established a provision in the amount of US$116.3 million in our consolidated financial statements at April 30, 2008 for the full amount of the taxes that we have offset pursuant to the initial judicial authorization. Cosan opted to settle tax related claims in installments as provided by Brazilian Law No 11.941/09 and in MP 470/09. The Company and its subsidiaries used accumulated tax losses to pay the related fines and interest. Consequently there was a full reduction of the claims related to IPI tax credit, as well as the installment payment of other federal taxes, that were recorded as taxes payable.
Da Barra is a party to legal actions challenging the right to recognize the IPI tax credits arising from purchases of raw materials, intermediary products and packaging materials that are tax-exempt, non-taxable or taxed at a zero percent rate. We have offset US$11.8 million of taxes with IPI tax credits as of March 31, 2009, and we have established a provision in the amount of US$24.6 million in our consolidated financial statements for the full amount of the taxes that we have offset pursuant to a judicial authorization granted (including interest calculated at the SELIC rate) as of March 31, 2009. These claims were all included in the tax amnesty program.
On October 31, 2006, Cosan and controlled company Da Barra adhered to the Special Program for the Payment of ICMS Tax Debts. As a result, we settled a material portion of our ICMS tax debts and reduced considerably the amount of the corresponding provision. As for the remaining ICMS debts, we had established a provision in an aggregate amount of US$20.0 million as of March 31, 2009 and an aggregate provision of US$36,968 as of March 31, 2010. As of March 31, 2010, the total amount related to the remaining ICMS tax debts was US$336 million.
In addition, the Brazilian federal tax authorities issued tax deficiency notices against Cosan and its subsidiaries alleging that it had not collected an aggregate amount of US$62.6 million in PIS and COFINS with respect to foreign exchange gains and other income. Due to a change in the tax legislation in May 2009, the Company evaluated its ongoing judicial claims related to the increase in the calculation basis of PIS and COFINS and reversed the related provision in the amount of US$30.2 million.
Da Barra instituted administrative proceedings to recover IPI taxes paid with respect to refined amorphous sugar and the right to offset these IPI taxes against other federal taxes. During these proceedings, Da Barra offset these IPI tax credits against other federal taxes. However, despite the ongoing administrative proceeding, the Brazilian federal tax authority (Receita Federal do Brasil), or “RFB”, issued tax deficiency notices against Da Barra, claiming that Da Barra owed the full amount of the federal taxes that it offset with these IPI tax credits. To suspend the effectiveness of these tax deficiency notices, Da Barra filed suit for and obtained a preliminary injunction through a writ of mandamus. As of March 31, 2010, Da Barra has used a portion of these IPI tax credits to offset IPI and other federal taxes in an aggregate amount of US$148.0 million. We have not recorded a provision.
Da Barra is a party to legal proceedings challenging the constitutionality of contributions that it did not pay to the Sugar and Alcohol Institute (Instituto do Açúcar e Álcool), or “IAA”, which were levied on the sale of sugar and ethanol during the period between March 1989 and November 1991, in an aggregate amount equal to US$18.3 million. In addition, Da Barra is a party to several tax execution proceedings filed by the Brazilian federal government, as successor to credits held by the now-dissolved IAA, deriving from the default by Açucareira Nova Tamoio S.A. (which was subsequently merged into Da Barra) with respect to payments under cross-border loans for which the Brazilian federal government acted as guarantor. The claims involved in these suits amounted to US$55.4 million at April 30, 2008. However, in light of the judicial decision in favor of Da Barra during the second quarter of 2006, our legal advisors reassessed the estimate of loss for these tax collection claims, reducing them to US$27.5 million, which has been reserved for in our consolidated financial statements. As a result of the reassessment of the loss estimate, Da Barra recognized a reversal of the updating of the provision for these claims for the year ended April 30, 2007, in the amount of US$25.4 million, which was recorded under the financial income (expenses), net. The Company opted to settle tax related claims in installments as provided by Brazilian Law No 11.941/09 and in MP 470/09.
In September 2006, the Brazilian federal tax authorities issued a tax notice against Cosan in an aggregate amount equal to US$69.7 million, including penalties and interest, related to withholding income tax. Despite what we believe is a remote chance of our success on the administrative level, we believe, based on the advice of our external legal counsel, that it is possible that we will prevail once this matter is brought before a court. We have recorded a provision in our consolidated financial statements for this contingency in the amount of US$104 million.
We are also involved in other tax proceedings relating to PIS/COFINS/IPI/IR/CSL/IRF federal taxes, including withholding income tax mentioned above, with claims in an aggregate amount of US$1,380 million as of March 31, 2010. We have established a provision for the tax proceedings in which we believe we will not prevail in the amount of US$173.9 million
CCL and its direct subsidiary, Sociedade Técnica e Industrial de Lubrificantes Ltda., or “Solutec”, initiated a lawsuit in 1993 disputing the balance sheet monetary correction index established by the federal government in 1989, which did not reflect inflation in the period. Because of the adoption of the index imposed by the federal government, CCL determined and paid IRPJ and CSLL amounts allegedly higher than should have been due. CCL and Solutec were granted a favorable preliminary injunction ruling regarding recalculation of the balance sheet monetary correction, now using the inflation indices for the period, thus determining new IRPJ and CSLL amounts. The IRPJ and CSLL overpayments were offset in subsequent years until 1997. Despite the favorable decision, tax authorities served Solutec with a tax deficiency notice relating to the offsets made during the period from 1993 to 1997, whereas CCL was served a notice only in relation to the offset carried out in 1993. In view of the contingent characteristics of such offsets, these amounts were also recorded as provision for judicial demands and are undergoing restatement based on the SELIC rate variation. The aggregate claims amount to US$86.4 million.
During the period from June to December 2004, CCL offset amounts due to COFINS and several other taxes against the Finsocial paid prior to such period, based on preliminary injunction under a lawsuit in which the constitutionality of the Finsocial was disputed. In 1995, CCL was declared COFINS immune from COFINS. Accordingly, CCL interpreted that the COFINS amount offset against Finsocial did not, in fact, occur, and in 2003, based on a favorable court decision handed down to CCL in connection with Finsocial, it
concluded that the credits relating to such tax offset against COFINS were once again available for offset against other taxes. As such, CCL began offsetting such credits against IRPJ, CSLL, CIDE, PIS, COFINS and IRRF resulting from its operations. Once again, considering the contingent characteristic of this offset, the entire offset amount was recorded as provision for judicial demands, pending approval by the Brazilian federal tax authorities (Receita Federal do Brasil) of such offset. In 2008, the Brazilian federal tax authorities denied the abovementioned offset, claiming that such credits had already been offset against COFINS in 1994. As a result of such position, the management decided to file an administrative appeal against the decision, which is still pending judgment. The provision is being monetarily restated based on the SELIC rate variation, amounting to US$173 million.
Social Security Proceedings
The National Social Security Institute (Instituto Nacional da Seguridade Social), or “INSS”, a Brazilian federal agency, has filed several claims against us. The social security claims that have been filed against us amount to US$147.1 million with respect to differences in payroll contributions to agricultural employees, differences in joint responsibility contributions with hired service providers and differences in the Workmen’s Compensation Insurance contribution, over a period of several years, as well as reimbursement of alleged payments paid improperly to INSS regarding benefits to self-employed workers. We believe that it is probable that we will be required to pay certain of these claims depending on the periods covered thereby. We have recorded a provision in an aggregate amount of US$2 million as of March 31, 2010.
Environmental Proceedings
We are party to a number of administrative and judicial proceedings regarding environmental matters. We are subject to several public civil actions related to matters including our burning of sugarcane (which is part of the manual sugarcane harvesting process), historical patrimony preservation, and protected areas. We are also subject to over 402 administrative proceedings concerning matters including the burning of sugarcane, liquid effluent discharge, air pollution, damage to environmentally protected areas, death of fish and joint liability in case of environmental damages regarding service stations. Moreover, we are also subject to over 34 judicial proceedings concerning suits filed by service stations and third parties asserting damages for fuel leaks in Esso service stations. As of March 31, 2010, we had established a provision for these contingencies in the amount of US$2.5 million.
Labor Claims
As of March 31, 2010, there were 2,945 individual labor lawsuits filed against us and the total amount of our potential liability under these lawsuits amounted to a total of US$301million. As of March 31, 2010, we had established a provision for these contingencies in the amount of US$77.2 million. The labor claims principally relate to claims to overtime, risk premiums and wage premiums related to workplace hazards.
Other Proceedings
We are party to numerous civil lawsuits involving claims that amounted to US$260.9 million in the aggregate as of March 3l, 2010. Based on the opinions of the legal counsel handling these lawsuits, we have recorded a provision for civil contingencies in our consolidated financial statements of US$41.7 million as of March 31, 2010.
In accordance with court orders concerning certain tax, civil and labor lawsuits, we had bank accounts frozen in an aggregate amount of US$320,000 as of the present date.
We are involved in numerous other lawsuits from time to time, including commercial litigation.
On February 28, 2007, the subsidiary Usina da Barra S.A. Açúcar e Álcool recognized financial income in the amount of US$149.1 million. The company had sought damages from the Brazilian federal government for setting prices for its products below the established price control guidelines. In the third quarter of fiscal
year 2007, Brazilian courts reached a final and unappealable decision favorable to us. As of March 31, 2010, this account receivable from the government amounted to US$187.4 million.
Costa Pinto, one of the entities through which Mr. Rubens Ometto Silveira Mello previously held Cosan’s shares, its officers, directors, members of the fiscal council and controlling shareholders were party to an administrative proceeding initiated by the CVM for non-payment of minimum dividends to preferred shareholders during fiscal years 2000, 2002 and 2003. In this proceeding, it was asserted, among other things, that the equity method of accounting to determine net income available for dividends should not have been used. On July 14, 2004, a special preferred shareholders meeting approved the distribution of the dividends and ratified an agreement between the preferred shareholders and Costa Pinto. The parties entered into a consent decree with the CVM, agreeing to pay a total amount of R$0.3 million, and as of the date of this annual report, all issues relating to such administrative proceeding have been resolved and Costa Pinto has paid all dividends due to its preferred shareholders
On August 10, 2007, the CVM requested information from Mr. Rubens Ometto Silveira Mello, in his capacity as chairman of the board of directors and chief executive officer of Cosan, as to whether he breached any duty of loyalty to Cosan’s minority shareholders under Brazilian law by taking actions to effect the corporate reorganization or by potentially usurping corporate opportunities otherwise available to Cosan, especially with regard to business activities outside of Brazil by our company that could be conducted by Cosan. Mr. Rubens Ometto Silveira Mello informed the CVM on August 14, 2007 that his roles in the corporate reorganization and with respect to the corporate reorganization have been, and will continue to be, conducted in compliance with Brazilian law.
In addition, during a meeting held on August 15, 2007, we were informed by CVM commissioners that, in their opinion, future conduct of business activities outside of Brazil by our company, when these activities could be carried out by Cosan, may breach provisions of Brazilian law relating to the duty of loyalty and corporate opportunities. The CVM stated that, if our company pursues in the future corporate opportunities outside Brazil to the detriment of Cosan, the CVM may bring an administrative proceeding against Mr. Rubens Ometto Silveira Mello or us, which we anticipate may result in the imposition of monetary penalties. Mr. Rubens Ometto Silveira Mello has informed us that he believes he has not, and we also believe that we have not, breached any applicable Brazilian law; and, as and if necessary, he and we will seek to take measures to ensure compliance with such law.
On December 5, 2007, following receipt of the approval of the Extraordinary Shareholders Meeting of Cosan, Cosan Limited, Cosan and Mr. Rubens Ometto Silveira Mello executed a “Commitment to Offer Commercial Opportunities,” which regulates the terms and conditions in which the international commercial opportunities developed by Cosan Limited are to be offered to Cosan, allowing Cosan to participate, in accordance with the conditions established under the agreement, in those commercial opportunities.
Our company has undertaken to the CVM not to change the steps of the corporate reorganization as described in our registration statement on Form F-4 (Registration No. 333-147235) filed by the Company with the U.S. Securities and Exchange Commission as well as in this annual report, particularly with respect to the exchange offer to be made to Cosan shareholders.
Dividends and Dividend Policy
Dividend Rights
Cosan Limited is a holding company and can only pay dividends to the extent, if any, that funds are received from our subsidiaries. Our dividend policy is similar to the current dividend policy of our main subsidiary, Cosan. Cosan is required by the Brazilian corporate law to distribute (and has historically done so) on an annual basis dividends representing 25% of its net income (as calculated under Brazilian GAAP, subject to certain adjustments mandated by Brazilian corporate law). We intend to pay cash dividends representing on an annual basis 25% of our annual consolidated net income (as calculated under U.S. GAAP), to holders of class A common shares and class B common shares in proportion to the number of shares held by them unless
our board of directors has determined, in its discretion, that such distribution would not be advisable or appropriate in light of our financial condition or we are unable to meet applicable statutory solvency requirements under Bermuda law.
Cosan has a dividend policy that is similar to that of our company, although the net income is calculated in accordance with Brazilian GAAP (subject to certain adjustments mandated by Brazilian corporate law). Because Brazilian GAAP differs in significant respects from U.S. GAAP, Cosan’s dividends to us may be lower than the corresponding amounts under our dividend policy, which is based upon net income under U.S. GAAP. The main difference between U.S. GAAP and Brazilian GAAP that produces material variances in net income relates to hedging transactions. Under Brazilian GAAP, hedging results are allocated to the income statement together with the result of the underlying asset. Under U.S. GAAP, we “mark to market” our hedging portfolio against financial income (expense). As a result, for U.S. GAAP purposes, our hedging policy is likely to be responsible for fluctuations in our net income. We expect that differences may occur in the transition fiscal year 2009 and future periods, as Cosan continues to enter into hedging transactions. The amount of Cosan’s dividends to us will also depend upon the level of our future ownership in Cosan’s common shares. In the event of any difference between dividends to be paid under our dividend policy and dividends paid to us by Cosan, our board of directors will be required to decide, at the relevant time, either to pay dividends above 25% of net income (as calculated under U.S. GAAP) or else pay dividends below that 25% level using cash dividends received from Cosan and any other subsidiaries.
Our board of directors may, in its discretion, amend or repeal our dividend policy. You may not receive the level of dividends provided for in the dividend policy or any dividends at all due to a number of factors, such as:
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·
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we are a holding company, and therefore, our ability to pay dividend will depend on our ability to receive distributions from our subsidiaries, particularly our subsidiary Cosan;
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our subsidiaries may become subject to covenants restricting their ability to distribute dividends under credit facilities, term loans or other indebtedness;
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any imposition of restrictions on conversions and remittances by the Brazilian government could hinder or prevent us from converting into U.S. dollars or other foreign currencies and remitting abroad dividends of our Brazilian subsidiaries;
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our shareholders have no contractual or other legal rights to dividends pursuant to Bermuda law; and
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we may not have sufficient cash to pay dividends due to changes in our operating earnings, working capital requirements and anticipated cash needs.
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Under Bermuda law, a company’s board of directors may declare and pay dividends from time to time unless there are reasonable grounds for believing that the company is or would, after the payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would thereby be less than the aggregate of its liabilities and issued share capital and share premium accounts. Under our bye-laws, each class A common share and class B common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of holders of any preference shares. There are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares.
We expect to have sufficient available cash to pay dividends in accordance with our dividend policy. We do not, however, plan to pay dividends in the event that we do not generate sufficient cash from operations. In addition, we will not pay dividends if we believe that such payment will limit or preclude our or our subsidiaries’ ability to pursue growth opportunities. Although our bye-laws and Cosan’s bye-laws do not restrict us from borrowing funds to pay dividends, we do not intend to borrow funds to pay dividends.
The dividend rights attaching to our class A common shares and class B common shares are not cumulative in the event that we do not, for any reason, pay dividends on those shares.
Any cash dividends payable to holders of our common shares quoted on the NYSE will be paid to Mellon Investors Services LLC, our transfer agent in the United States, for disbursement to those holders.
As of March 31, 2010, there were no retained earnings available for dividends.
Cosan’s Dividend Policy
Brazilian corporate law and Cosan’s bye-laws require that Cosan distributes annually to its shareholders a mandatory minimum dividend, unless Cosan’s board of directors notifies the shareholders that such distribution is not advisable in light of Cosan’s financial condition as reflected in Cosan’s financial statements in accordance with Brazilian GAAP. The mandatory dividend is equal to 25% of Cosan’s net income for the prior year (as calculated under Brazilian GAAP, subject to certain adjustments mandated by Brazilian corporate law). The mandatory dividend may be made in the form of dividends or interest on shareholders equity, which may be deducted by Cosan in calculating its income and social contribution tax obligations. The declaration of annual dividends, including dividends in excess of the mandatory distribution, requires approval by the vote of a majority of the holders of Cosan’s common shares and depends on numerous factors. These factors include Cosan’s results of operations, financial condition, cash requirements, future prospects, financial covenant limitations, and other factors deemed relevant by Cosan’s board of directors and shareholders. Cosan’s board of directors has adopted a dividend policy pursuant to which Cosan has distributed as dividends and/or interest on shareholders equity in the amount of approximately 25% of Cosan’s net income for each fiscal year. Under Brazilian corporate law, Cosan may establish income reserve accounts composed of a legal reserve, an investments reserve and/or a retained profit reserve. The balance of such income reserve accounts must not exceed the amount of Cosan’s capital stock and any excess amounts must either be incorporated to its capital stock or distributed as dividends. Cosan currently does not have any income reserve accounts, but may establish them in the future. Cosan has historically paid cash distributions.
The following table sets forth Cosan’s dividend distributions calculated, under Brazilian GAAP, for each of the last five fiscal years:
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Fiscal Year
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Total Dividend Distribution
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(in millions of US$)
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2006
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— | |||
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2007
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37.3 | |||
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2008
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— | |||
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2009
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— | |||
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2010
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113.0 | |||
Brazilian Taxation
Dividends paid by Cosan to us are currently not subject to withholding income tax in Brazil, to the extent that such amounts are related to profits generated as of January 1, 1996. In addition, Brazilian tax laws permit Cosan to make distributions to shareholders of interest on shareholders’ equity and treat those payments as a deductible expense for purposes of calculating Brazilian income tax and social contributions. For tax purposes, this interest is limited to the daily pro rata portion of the TJLP, as determined by the Central Bank from time to time, and the amount of the deduction is limited to (1) 50% of net income (after social contributions but before income tax and the amount to be distributed as interest on shareholders’ equity) related to the period in respect of which the payment is made; or (2) 50% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made. A payment to us of interest on shareholders’ equity is subject to withholding income tax at the rate of 25%.
A discussion of the significant changes in our business can be found under “Item 4. Information on the Company—A. History and Development of the Company.” Please also see our earnings reports filed with the SEC on Form 6-K on June14, 2010.
Prior to August 16, 2007, no public market existed for our class A common shares. Since August 16, 2007, our class A common shares have been listed on the NYSE and trade under the symbol “CZZ”. The BDRs representing our class A common shares are listed on the BM&FBOVESPA and trade under the symbol “CZLT11”.
The following information concerning the trading history of our class A common shares and BDRs representing our class A common shares is presented solely for informational purposes. This information should not be viewed as indicative of future sales prices for either our class A common shares on the NYSE or BDRs representing our class A common shares on the BM&FBOVESPA. Actual future sales prices for our class A common shares and the BDRs are likely to be significantly different from their trading history.
The following table sets forth the high and low closing sales prices for our class A common shares on the NYSE and the BDRs representing our class A common shares on the BM&FBOVESPA for the periods indicated.
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NYSE
(US$ per common share)
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||||||||
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High
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Low
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|||||||
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Fiscal Year Ended March 31, 2010
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9.75 | 2.40 | ||||||
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Eleven Months Ended March 31, 2009
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14.02 | 2.03 | ||||||
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Fiscal Year Ended April 30, 2008
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16.19 | 9.70 | ||||||
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Fiscal Quarter
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||||||||
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First Fiscal Quarter 2009
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13.99 | 11.03 | ||||||
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Second Fiscal Quarter 2009
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13.33 | 2.10 | ||||||
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Third Fiscal Quarter 2009
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4.18 | 2.17 | ||||||
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Fourth Fiscal Quarter 2009
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3.92 | 2.37 | ||||||
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First Fiscal Quarter 2010
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6.67 | 2.40 | ||||||
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Second Fiscal Quarter 2010
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8.47 | 4.86 | ||||||
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Third Fiscal Quarter 2010
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8.69 | 6.65 | ||||||
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Fourth Fiscal Quarter 2010
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9.75 | 7.80 | ||||||
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First Fiscal Quarter 2011
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10.9 | 7.95 | ||||||
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Month
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||||||||
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April 2010
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10.90 | 9.27 | ||||||
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May 2010
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10.64 | 7.95 | ||||||
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June 2010
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10.15 | 8.52 | ||||||
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July 2010
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11.36 | 9.82 | ||||||
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August 2010
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11.56 | 9.92 | ||||||
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September 2010 (through September 24, 2010)
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12.01 | 11.40 | ||||||
_____________
Sources: Factset; Reuters.
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BM&FBOVESPA
(reais per BDR)
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||||||||
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High
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Low
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|||||||
| Fiscal Year Ended March 31, 2010 | 17.65 | 5.78 | ||||||
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Eleven Months Ended March 31, 2009
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23.20 | 5.40 | ||||||
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Fiscal Year Ended April 30, 2008
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26.99 | 17.80 | ||||||
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Fiscal Quarter
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||||||||
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First Fiscal Quarter 2009
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22.69 | 18.40 | ||||||
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Second Fiscal Quarter 2009
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20.94 | 5.40 | ||||||
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Third Fiscal Quarter 2009
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9.44 | 5.51 | ||||||
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Fourth Fiscal Quarter 2009
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8.90 | 5.55 | ||||||
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First Fiscal Quarter 2010
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12.71 | 5.78 | ||||||
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Second Fiscal Quarter 2010
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15.80 | 9.81 | ||||||
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Third Fiscal Quarter 2010
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15.60 | 12.40 | ||||||
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Fourth Fiscal Quarter 2010
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17.65 | 15.10 | ||||||
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First Fiscal Quarter 2011
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19.00 | 14.89 | ||||||
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Month
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||||||||
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April 2010
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19.00 | 16.60 | ||||||
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May 2010
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18.52 | 14.89 | ||||||
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June 2010
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18.40 | 15.97 | ||||||
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July 2010
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20.08 | 17.68 | ||||||
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August 2010
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20.35 | 17.68 | ||||||
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September 2010 (through September 24, 2010)
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20.38 | 19.63 | ||||||
_____________
Sources: Bloomberg
On September 24, 2010, the last reported closing sale price of our class A common shares on the New York Exchange and the BDRs representing our class A common shares on the BM&FBOVESPA were US$12.01 and R$20.38 (US$11.90) per class A common share and BDR representing our class A common shares, respectively.
Trading History of Cosan’s Common Shares
Prior to our initial public offering and the formation of our company, Cosan’s common shares have been listed on the Novo Mercado segment of the BM&FBOVESPA under the symbol “CSAN3”. Because the exchange offer has been completed and not all shareholders accepted our exchange offer, we do not expect to seek delisting from trading on the Novo Mercado. For more information regarding the exchange offer see our registration statement on Form F-4 (Registration No. 333-147235) filed by the Company with the U.S. Securities and Exchange Commission.
The following information concerning the trading history of Cosan’s common shares is presented solely for informational purposes. This information should not be viewed as indicative of future sales prices for either our class A common shares on the NYSE or BDRs representing our class A common shares on the BM&FBOVESPA. Actual future sales prices for our class A common shares and the BDRs are likely to be significantly different from the trading history of Cosan’s common shares.
The market information in the following tables has been restated to reflect the three-for-one share split of Cosan’s common shares on August 31, 2006.
The following table sets forth the high and low closing sales prices for Cosan’s common shares on the BM&FBOVESPA for the periods indicated.
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BM&FBOVESPA
|
||||||||
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(reais per common share)
|
||||||||
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High
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Low
|
|||||||
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Fiscal Year
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||||||||
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2007
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59.42 | 27.46 | ||||||
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2008
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42.30 | 18.90 | ||||||
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Transition Fiscal year 2009
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34.15 | 8.00 | ||||||
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2010
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25.60 | 10.08 | ||||||
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Fiscal Quarter
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||||||||
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First Fiscal Quarter 2009
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34.15 | 23.71 | ||||||
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Second Fiscal Quarter 2009
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31.09 | 8.00 | ||||||
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Third Fiscal Quarter 2009
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13.19 | 8.90 | ||||||
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Two month period ended March 31, 2009
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12.15 | 9.25 | ||||||
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First Fiscal Quarter 2010
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16.80 | 10.08 | ||||||
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Second Fiscal Quarter 2010
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21.40 | 14.00 | ||||||
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Third Fiscal Quarter 2010
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25.60 | 17.99 | ||||||
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Fourth Fiscal Quarter 2010
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25.60 | 21.30 | ||||||
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First Fiscal Quarter 2011
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23.75 | 18.00 | ||||||
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Month
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||||||||
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April 2010
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23.75 | 21.30 | ||||||
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May 2010
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22.20 | 18.00 | ||||||
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June 2010
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22.70 | 19.65 | ||||||
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July 2010
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25.00 | 22.80 | ||||||
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August 2010
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24.95 | 22.24 | ||||||
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September 2010 (through September 14, 2010)
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24.60 | 22.80 | ||||||
_____________
Source: Bloomberg.
On September 14, 2010, the last reported closing sale price of Cosan’s common shares on the BM&FBOVESPA was R$24.60 (US$14.41) per share.
Trading on the BM&FBOVESPA
The BDRs are traded only in the secondary market of the BM&FBOVESPA, and private trading is not permitted. The CVM and the BM&FBOVESPA have discretionary authority to suspend trading in shares of a particular issuer under certain circumstances. Trading in securities listed on the BM&FBOVESPA may be effected off the exchanges in the over-the-counter market in certain limited circumstances. The shares of all companies listed on the BM&FBOVESPA, including the Novo Mercado and Level 1 and Level 2 companies are traded together. Settlement of transactions occurs three business days after the trade date. Delivery of and payment for shares are made through the facilities of separate clearing houses for each exchange, which maintain accounts for member brokerage firms. The seller is ordinarily required to deliver the shares to the clearing house on the second business day following the trade date. The clearing house for the BM&FBOVESPA is the Companhia Brasileira de Liquidação e Custódia, or “CBLC”. In order to reduce volatility, the BM&FBOVESPA has adopted a circuit breaker system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever specified indices of the BM&FBOVESPA fall below the limits of 10% and 15%, respectively, in relation to the index levels for the previous trading session.
Although the Brazilian equity market is the largest in Latin America in terms of capitalization, it is smaller and less liquid than the major U.S. and European securities markets. The BM&FBOVESPA is significantly less liquid than the NYSE, or other major exchanges in the world. As of December 31, 2008, the aggregate market capitalization of the companies listed on the BM&FBOVESPA was equivalent to approximately US$588 billion and the 10 largest companies listed on the BM&FBOVESPA represented 5.24% of the total market capitalization of all listed companies. In contrast, at December 31, 2009, the aggregate market capitalization of the companies listed on the NYSE was US$8.3 trillion and the 10 largest companies listed on the NYSE represented 14.0% of the total market capitalization of all listed companies. Although any of the outstanding shares of a listed company may trade on the BM&FBOVESPA, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by small groups of controlling persons, by government entities or by one principal shareholder. The relative volatility and illiquidity of the Brazilian securities markets may negatively impact the market price of the BDRs representing our class A common shares.
Trading on the BM&FBOVESPA by a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes, or by a non-Brazilian holder, is subject to certain limitations under Brazilian foreign investment regulation. With limited exceptions, non-Brazilian holders that invest in Brazil under the terms of Conselho Monetário Nacional (National Monetary Council), or “CMN” Resolution No. 2,689 of January 26, 2000, as amended, or Resolution 2,689, may trade on Brazilian stock exchanges or Brazilian organized and authorized over-the-counter markets, and must restrict their securities trading to transactions on such markets. With limited exceptions, non-Brazilian holders may not transfer the ownership of investments made under Resolution 2,689 to other non-Brazilian holders through a private transaction. Resolution 2,689 requires that securities held by non-Brazilian holders be maintained in the custody of, or in deposit accounts with, financial institutions and be registered with a clearing house. Such financial institutions and clearing houses must be duly authorized to act as such by the Central Bank and the CVM.
Regulation of Brazilian Securities Markets
The Brazilian securities markets are principally governed by Law No. 6,385, of December 7, 1976, and by Law No. 6,404 of December 15, 1976, or “Brazilian corporate law”, each as amended and supplemented, and by regulations issued by the CVM, which has authority over stock exchanges and the securities markets generally; the CMN; and the Central Bank of Brazil, or “Central Bank”, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. These laws and regulations, among others, provide for licensing and oversight of brokerage firms, governance of the Brazilian stock exchanges, disclosure requirements applicable to issuers of traded securities, restrictions on price manipulation and protection of minority shareholders. They also provide for restrictions on insider trading. However, the Brazilian securities markets are not as highly regulated and supervised as the U.S. securities markets or securities markets in some other jurisdictions.
Any trades or transfers of the BDRs representing our class A common shares by our officers and directors, our controlling shareholders or any of the officers and directors of our controlling shareholders must comply with the regulations issued by the CVM. Under Brazilian corporate law, a Brazilian corporation is either publicly held (companhia aberta), as Cosan is, or closely held (companhia fechada). All publicly held companies are registered with the CVM and are subject to reporting requirements. Additionally, non-Brazilian companies sponsors of BDR programs are also registered with the CVM and, to the extent permitted by the respective applicable laws and regulations, are also subject to reporting requirements.
A company registered with the CVM may trade its securities either in stock exchanges or in the Brazilian over-the-counter market. The common shares issued by Cosan are listed on the Novo Mercado segment of the BM&FBOVESPA. We have applied to list the BDRs representing our class A common shares on the BM&FBOVESPA. The trading of securities of a listed company on the BM&FBOVESPA may be suspended at the request of such company in anticipation of a material announcement. Trading may also be suspended on the initiative of the BM&FBOVESPA or the CVM, based on or due to, among other reasons, a belief that a company has provided inadequate information regarding a material event or has provided inadequate responses to inquiries by the CVM or the BM&FBOVESPA.
The Brazilian over-the-counter market consists of direct trades between individuals in which a financial institution registered with the CVM serves as intermediary. No special application, other than registration with the CVM, is necessary for securities of a publicly held company to be traded in this market. The CVM requires that it be given notice of all trades carried out in the Brazilian over-the-counter market by the respective intermediaries.
Investment in BDRs by Non-Residents of Brazil
Investors residing outside Brazil, including institutional investors, are authorized to purchase equity instruments, including BDRs, on a Brazilian stock exchange, provided that they comply with the registration requirements set forth in Resolution 2,689 and CVM Instruction No. 325. With certain limited exceptions, Resolution 2,689 investors are permitted to carry out any type of transaction in the Brazilian financial and capital markets involving a security traded on a stock, futures or organized and authorized over-the-counter market. Investments and remittances outside Brazil of gains, dividends, profits or other payments under our BDRs are made through the exchange markets and are subject to restrictions under foreign investment regulations which generally require, among other things, registration with the Central Bank and the CVM. In order to subscribe BDRs through the foreign exchange market, under the Resolution 2,689, an investor residing outside Brazil must:
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·
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appoint at least one representative in Brazil with powers to take actions relating to the investment;
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·
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appoint an authorized custodian in Brazil for the investments, which must be a financial institution duly authorized by the Central Bank and the CVM; and
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·
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through its representative, register itself as a foreign investor with the CVM and register the investment with the Central Bank.
|
Securities and other financial assets held by foreign investors pursuant to Resolution 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors are generally restricted to transactions on the Brazilian stock exchanges and organized over-the-counter markets involving securities listed for trading in such markets.
Additionally, an investor operating under the provisions of Resolution 2,689 must be registered with the Brazilian Taxpayers’ Registry, managed by the Brazilian Federal Revenue Office (Receita Federal do Brasil), pursuant to its Instruction No. 568. For information on certain possible Brazilian tax effects on the sale of our BDRs, see “Item 3. Key Information—D. Risk Factors”.
Not applicable.
Our class A common shares are listed on the NYSE and trade under the symbol “CZZ”. The BDRs representing our class A common shares are listed on the BM&FBOVESPA and trade under the symbol “CZLT11”.
Not applicable.
Not applicable.
Not applicable.
Not Applicable
General
We are a limited liability exempted company incorporated under the laws of Bermuda on April 30, 2007. We are registered with the Registrar of Companies in Bermuda under registration number EC 39981. Our registered office is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.
The objects of our business are set forth in our memorandum of association and provide that we have unrestricted objects and powers and rights including to:
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·
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import, export, produce and sell ethanol, sugar, sugarcane and other sugar by-products;
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·
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distribute and sell fuel and other fuel by-products;
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|
·
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produce and market electricity, steam and other co-generation by-products;
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|
·
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render technical services related to the activities mentioned above; and
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|
·
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hold equity interests in other companies.
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There have been no bankruptcy, receivership or similar proceedings with respect to us or our subsidiaries.
Issued Share Capital
We increased our authorized class A common shares from 1,000 to 1,000,000,000 class A common shares, on July 27, 2007, and approved the issuance, transfer and exchange of 96,332,044 class B series 1 common shares to Queluz Holdings Limited and Costa Pinto.
Our authorized share capital consists of 1,000,000,000 class A common shares, par value US$0.01 per share, and 188,886,360 class B common shares, par value US$0.01 per share. The authorized class B common shares are, in turn, divided into two series: 96,332,044 class B series 1 common shares, par value US$0.01 per share; and 92,554,316 class B series 2 common shares, par value US$0.01 per share. We have 174,355,341 class A common shares and 96,332,044 class B series 1 common shares issued and outstanding.
As of the date of this annual report, no preference shares are issued and outstanding. All of our common shares issued and outstanding prior to completion of the exchange offer are and will be fully paid, and all of our shares to be issued in the exchange offer will be issued as fully paid. In accordance with Bermuda law, and subject to any contrary provision in any agreement between us and our shareholders, in relation to fully-paid shares of our company, no shareholder shall be obliged to contribute further amounts to the capital of our company, either in order to complete payment for their shares, to satisfy claims of creditors of our company, or otherwise; and no shareholder will be bound by an alteration of the memorandum of association or bye-laws of our company after the date on which he or she became a shareholder, if and so far as the alteration requires him or her to take, or subscribe for additional shares, or in any way increases his or her liability to contribute to the share capital of, or otherwise to pay money to, our company.
Pursuant to our bye-laws, and subject to the requirements of any stock exchange on which our shares are listed, our board of directors is authorized to issue any of our authorized but unissued share capital.
Under our bye-laws, the holders of our class A common shares and class B common shares will be offered the preemptive right to purchase, in the first instance, on a pro rata basis according to their ownership interests, additional shares in the event of any increase in share capital. However, this preemptive right may be waived by (1) a majority of our board of directors in the case of an offering (whether or not registered under the Securities Act) or (2) a majority of the independent directors on our board of directors in any circumstance.
Pursuant to and in accordance with the Notice to the Public dated June 1, 2005 issued by the Bermuda Monetary Authority, there is no limitation on the right of non-residents of Bermuda to hold our shares as long as we remain listed on the NYSE.
Common Shares
Holders of class A common shares are entitled to one vote per share on all matters submitted to a vote of shareholders in general meeting. Holders of class B series 1 common shares or class B series 2 common shares are entitled to ten votes per share on all matters submitted to a vote of shareholders in general meeting, except as otherwise provided by our bye-laws.
Except for the conversion provisions relating to our class B common shares, holders of our class A common shares and class B common shares have no redemption, conversion or sinking fund rights. Unless a different majority is required by law or by our bye-laws, resolutions to be approved by holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present.
In the event of our liquidation, dissolution or winding-up, the holders of class A common shares and class B common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.
Preference Shares
Under our bye-laws, we may, subject to the affirmative vote of a majority of our board of directors and, in certain circumstances as provided for in our bye-laws, a majority of our class A common shares and class B common shares, each voting as a separate class, establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed. Such rights, preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of us. There are no outstanding preference shares, and we have no present plans to issue any preference shares.
Dividend Rights
For information concerning dividend rights of our class A common shares, class B series 1 common shares and class B series 2 common shares, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividends and Dividend Policy”.
Tag-along Rights
Following the consummation of our initial public offering, no person or group of persons (other than a holder of class B series 1 common shares) may, in a transaction or series of transactions, acquire, directly or indirectly, the beneficial ownership of class A common shares representing more than 15% of our issued and outstanding common shares from any person or otherwise acquire control over our company, unless the terms and conditions of such transaction or transactions include an offer by the acquiring person or group of persons to the holders of all other class A common shares or class B common shares to acquire at the option of each applicable shareholder, all or any part of the respective shares owned by such shareholder. The price per share
paid by the acquiring person or group of persons will be equivalent to the greater of (1) the highest price per share paid by the acquiring person or group of persons to acquire any such class A shares representing 15% of our issued and outstanding common shares or control, as applicable and (2) a price determined based on an appraisal report. The tag-along tender offer must be launched promptly after closing of the sale that triggers application of the tag-along provision and be completed within 60 days after the consummation of the transaction or series of transactions. In the event that the tag-along tender offer is not completed within the 60-day period, the holder or holders of the shares acquired in the sale that triggered the preemption rights will not be entitled to vote such shares, and we will be entitled to compel such holder or holders to sell these shares to unaffiliated persons deemed acceptable by a majority of our board of directors at the lower of (A) the lowest acquisition price for the class A common shares and (B) the then prevailing market price on the NYSE or such other stock exchange which constitutes the principal market for the class A common shares on a date selected by our board of directors that is not more than ten trading days on the applicable exchange following the expiration of the 60-day period.
Conversion
Our class A common shares are not convertible into any other shares of our authorized share capital.
Each class B common share is convertible at any time after three years following our initial public offering (August 16, 2007), at the option of the holder, into one class A common share. In addition, each class B common share will, subject to limited exceptions applicable to class B series 1 common shares referred to below, automatically convert into one class A common share upon any transfer of its current beneficial ownership, whether or not for value.
Following the death of Mr. Rubens Ometto Silveira Mello or a determination by 66-2/3% of our board of directors based on the medical determination of two internationally-recognized certified physicians that he is permanently mentally incapacitated, the beneficial ownership of class B series 1 common shares may be transferred from him to his immediate family members without resulting in the automatic conversion of those shares into class A common shares. So long as class B common shares are issued and outstanding, in the case of death or permanent incapacitation of Mr. Rubens Ometto Silveira Mello, the following actions or events will be subject to approval by a majority of the then independent members of our board of directors, in addition to any other approval of shareholders or members of our board required by Bermuda law or our bye-laws:
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appointment of the chief executive officer of our company or any of its subsidiaries (including successors thereof);
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changes to the core business strategy of our company or any of its subsidiaries;
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change name or corporate purpose of our company or any of its subsidiaries;
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amendments to any rights of the class B series 1 common shares;
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any recapitalization, stock split, combination, reclassification or similar action affecting equity interests in our company or any of its subsidiaries;
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redemption, capital reduction or other acquisition for value of any shares of equity interests in our company or any of its subsidiaries;
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any transaction or series of transactions resulting in a spin-off, delisting, merger, amalgamation, reorganization or combination of or by our company or any of its subsidiaries with, or any acquisition of, another person involving an amount in excess of US$250 million;
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any sale, lease, assignment, transfer or other disposition of assets valued in the aggregate, in excess of US$250 million;
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any voluntary liquidation, reorganization, dissolution or winding-up of, or a voluntary filing for bankruptcy protection by our company or any of its subsidiaries;
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the approval of the limit of the compensation of members of the board of directors or executive officers of our company or any of its subsidiaries;
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the making of any investment in excess of US$250 million other than investments in the ordinary course of business;
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entering into any joint venture, partnership or any similar arrangement other than in the ordinary course of business;
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any related-party transactions;
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the incurrence of any liens on properties valued, in the aggregate, in excess of US$250 million;
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amendment of the provisions of any of the foregoing actions or events; and
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agreeing to, or otherwise committing to take, any of the foregoing actions.
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Mr. Rubens Ometto Silveira Mello may also transfer his class B series 1 common shares to a trust, corporation, partnership or limited liability company in which he and, following his death or permanent incapacitation, a member or members of his immediate family, directly or indirectly, retain sole dispositive power and exclusive voting control with respect to such entity and the class B series 1 common shares held by such entity. In addition, any such trust, corporation, partnership, or limited liability company that directly holds class B series 1 common shares may distribute those shares to its respective partners, members or owners (which may further distribute the class B series 1 common shares to their respective partners, members or owners) without triggering a conversion to class A common shares, provided that Mr. Rubens Ometto Silveira Mello and, following his death or permanent incapacitation, his immediate family members continue to hold sole dispositive power and exclusive voting control over the class B series 1 common shares.
Class B common shares also will automatically convert into class A common shares when the aggregate outstanding class B series 1 common shares represent less than 45% of our total voting power in respect of the issued and outstanding share capital in the company. In addition, class B series 2 common shares will automatically convert into class A common shares if all the class B series 1 common shares convert into class A common shares.
Once transferred and converted into class A common shares, class B common shares will not be reissued. No class of common shares may be subdivided or combined unless the other class of common shares concurrently is subdivided or combined in the same proportion and in the same manner.
Transfer of Shares
Our board of directors may, in its discretion and without assigning any reason, refuse to register the transfer of a share that it is not fully paid. Our board of directors may also refuse to register the transfer of a share unless the instrument of transfer for such share is duly stamped (if required by law), is in respect of one class of shares, is in favor of less than 5 persons jointly and is accompanied by the relevant share certificate (if one has been issued) and such other evidence of the transferor’s right to make the transfer as our board of directors shall reasonably require. Any transfer of beneficial ownership of class B series 1 common shares or class B series 2 common shares not registered with the company will be null and void. For a period of three years following our initial public offering (August 16, 2007), holders of our class B series 2 common shares may not transfer less than all of the class B series 2 common shares that they own. Subject to these restrictions as are more fully set out in our bye-laws a holder of shares in the company may transfer the title to all or any of such holder’s shares in the company by completing a form of transfer in such form as our board of directors may reasonably approve. The instrument of transfer must be signed by the transferor and transferee, although in the case of a fully paid share, our board of directors may accept the instrument signed only by the transferor. The board may also accept mechanically executed transfers.
Meetings of Shareholders
Under Bermuda law, a company is required to convene at least one general meeting of shareholders in each calendar year. Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the requisition of shareholders holding not less than 10% of the paid-up capital of the company as of the date of deposit carries the right to vote. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to, or the non-receipt of a notice by, any person entitled to receive notice does not invalidate the proceedings at the meeting. Our bye-laws provide that the chairman of the Board may call an annual general meeting or a special general meeting. Special general meetings of the shareholders may also be convened by our board of directors.
Under our bye-laws, at least 10 clear days notice of an annual general meeting or a special general meeting must be given to each shareholder entitled to receive notice of such meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if notice is served pursuant to Bermuda law in the manner provided by the Companies Act 1981. The quorum required for a general meeting of shareholders is two or more persons present in person or by proxy and entitled to vote representing the holders of more than 45% of the aggregate voting power of the shares in the Company which by their terms carry the right to vote.
Any action required to be taken at a meeting of shareholders except in the case of the removal of auditors or directors may be taken without a meeting and without vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of issued and outstanding shares of the company, their proxy or corporate representative representing the percentage of votes required if the resolution had been voted on at a meeting of the shareholders. Notice of any resolution in writing shall be given to all shareholders entitled to attend a vote at a shareholder meeting.
Access to Books and Records and Dissemination of Information
Members of the general public have the right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association and any alteration to its memorandum of association. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which audited financial statements must be presented at the annual general meeting unless waived in accordance with the provisions of the Companies Act 1981. The register of shareholders of a company is also open to inspection by shareholders and by members of the general public without charge. The register of shareholders is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of shareholders for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act 1981, establish a branch register outside Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the general public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.
Election and Removal of Directors
Our bye-laws provide that our board of directors must consist of between five and eleven directors or such greater number as the board may determine. Our board of directors currently consists of eleven directors. Our bye-laws provide that at least 40% (and, following the death or permanent incapacitation of Mr. Rubens Ometto Silveira Mello, at least 60%) of the members of our board of directors must be independent (as defined by the rules promulgated by (1) the U.S. Securities and Exchange Commission under the Exchange Act and (2) by the NYSE or any other principal securities exchange on which the class A common shares are so listed).
Our board of directors is divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, and the terms are staggered so that the term of only one class of directors expires at each annual general meeting. There is also no requirement under Bermuda law or in our bye-laws that our directors must retire at a certain age.
Any shareholder wishing to propose for election as a director a person who is not an existing director must give notice to the company of the intention to propose that person for election. The notice must be given not later than 90 days before the first anniversary of the last annual general meeting, or ten days after the notice of the general meeting at which the directors will be elected, whichever is earlier.
Our bye-laws provide that a director may be removed with or without cause by a majority of the other directors then in office. Our bye-laws also provide that a director may be removed for cause by the affirmative vote of the holders of a majority of the shareholder votes cast at a general meeting at which a quorum is present, provided notice is given to the director of the shareholders general meeting convened to remove the director. A director may be removed without cause upon the affirmative vote of the holders of a majority of the aggregate voting power of the shares of the Company which carry the right to vote on all matters submitted to shareholders, provided notice is given to the director of the general meeting convened to remove the director, which notice must contain a summary of the facts justifying the removal and must be served on the director not less than fourteen days before the meeting. As long as a director has made a written request deposited at the registered office of the Company pursuant to the Companies Act 1981, a director is entitled to attend the general meeting and be heard at any general meeting called for his removal.
So long as a quorum remains in office, our board of directors may fill any casual vacancy occurring.
Proceedings of Board of Directors
Our bye-laws provide that our business is to be managed and conducted by our board of directors. Bermuda law requires that our directors be individuals, but there is no requirement in our bye-laws or Bermuda law that directors hold any of our shares.
The remuneration of our directors is determined by our board of directors, and there is no requirement that a specified number or percentage of “independent” directors must approve any such determination. Our directors may also be paid all travel, hotel and other expenses properly incurred by them in connection with our business or their duties as directors.
Provided that he or she discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, our bye-laws provide that a director is entitled to be counted in the quorum, but may not vote in respect of any such contract or arrangement in which he or she is interested. Under Bermuda law, a director (including the spouse or children of the director or any company (other than a company which is a holding company or a subsidiary of the company making the loan) of which such director, spouse or children own or control, directly or indirectly, more than 20% of the total capital or loan debt) cannot borrow from us without the consent of any shareholders holding in the aggregate not less than 90% of the total voting rights of all shareholders having the right to vote at any general meeting of the shareholders.
Waiver of Claims by Shareholders; Indemnification of Directors and Officers
Our bye-laws contain a provision by virtue of which our shareholders waive any claim or right of action that they may have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer. We understand that, in the opinion of the staff of the SEC, the operation of this provision as a waiver of the right to sue for violations of U.S. federal securities laws would likely be unenforceable in U.S. courts.
Our bye-laws also indemnify our directors and officers in respect of their actions and omissions, except in respect of their fraud or dishonesty.
Amalgamations and Other Business Combinations
Under Bermuda law, the amalgamation or other business combination of a Bermuda company with another company (other than certain affiliated companies), unless the bye-laws otherwise provide requires the amalgamation or other business combination to be approved by a majority of the Bermuda company’s board of directors and by a majority of 75% of those voting at the general meeting of the Bermuda company. The quorum for the shareholder approval is two persons holding or representing at least one-third of the issued shares of the Company.
Our bye-laws provide that an amalgamation or other business combination (as defined in our bye-laws) (other than with a wholly-owned subsidiary) that has been approved by our board of directors must only be approved by a majority of the votes cast at a general meeting of our shareholders at which the quorum must be two persons representing the holders of more than 45% of the aggregate voting power of the paid-up and outstanding shares carrying the right to vote. Any amalgamation or other business combination (as defined in our bye-laws) not approved by our board of directors must be approved by resolution passed by 66-2/3% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution.
Specified Transactions Involving Interested Shareholders
Specified transactions include the following:
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any merger, consolidation or amalgamation of the Company with an interested shareholder;
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any disposition or security arrangement with or for the benefit of any interested shareholder involving any of our assets, securities or commitments or those of any subsidiary or any interested shareholder that has an aggregate fair market value and/or involves aggregate commitments of US$250 million or more or constitutes more than 10% of the book value of the total assets or 10% of the shareholders equity of the entity in question;
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the adoption of any plan for our liquidation or dissolution or for the discontinuation into another jurisdiction, unless proposed or adopted independently of any interested shareholder; or
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any reclassification of our shares or other securities, or recapitalization, or any merger, consolidation or amalgamation with any of our subsidiaries or any other transaction that has the effect of increasing the proportionate share of any class of shares beneficially owned by an interested shareholder.
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In addition to any affirmative vote required by law or our bye-laws, a specified transaction with any interested shareholder will require the affirmative vote of not less than 66-2/3% of the aggregate voting power of the voting shares, voting together as a single class, excluding voting shares beneficially owned by any interested shareholder. Alternatively, a specified transaction may proceed with any affirmative vote required by law or our bye-laws if the following principal conditions are satisfied in relation to common shares: (1) the approval of a majority of directors who are not affiliates of the interested shareholder; and (2) the aggregate amount of the cash and the fair market value as of the date of the consummation of the specified transaction of consideration other than cash to be received by the holder of common shares in such specified transaction shall be at least equal to the highest per share amount paid by the interested shareholder within a two-year period immediately prior to the first public announcement of the proposed specified transaction; or in the transaction in which he or she became such an interested shareholder (whichever is higher) or, if higher, the closing sales prices of such shares on the NYSE on the announcement date for the specified transaction or on the date of the transaction in which he or she became such an interested shareholder.
For purposes of our bye-laws, an “interested shareholder” includes, among others, any person who is or has publicly disclosed an intention to become the beneficial owner of shares representing 10% or more of our aggregate voting power of the voting shares.
Non-Competition Provision Applicable to Brazil
Our bye-laws provide that we will operate and conduct business in Brazil exclusively through Cosan and its subsidiaries, and we will not compete, directly or indirectly, with Cosan in Brazil, unless otherwise approved by a majority of our independent directors.
Amendment of Memorandum of Association and Bye-laws
Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders of which due notice has been given.
Our bye-laws provide that no bye-law will be rescinded, altered or amended, unless it has been approved by a resolution of our board of directors and by a resolution of the shareholders. In the case of rescission, alteration or amendment to the bye-laws relating to interpretation, rights of shares, modification of rights, indemnity of directors and officers, amalgamations and other business combinations, specified transactions involving interested shareholders, our discontinuation into another jurisdiction, tag-along rights and amendment or alterations of bye-laws, the required resolutions must include the affirmative vote of at least 66-2/3% of our directors then in office and holders of at least 66-2/3% of class A common shares and at least a majority of class B common shares then in issue entitling the holder to attend and vote on the resolution, with each class voting separately as a class. In the case of rescission, alteration or amendment to the bye-laws relating to the transmission of shares upon the death of a holder of class B series 1 shares, election of directors, the removal of directors, the increase of share capital and the alteration of share capital, the requisite affirmative votes are a majority of the directors then in office and holders of a majority of each of class A common shares and class B common shares then in issue entitling the holder to attend and vote on the resolution, with each class voting separately as a class.
Under Bermuda law, the holders of an aggregate of not less than 20% in par value of the company’s issued and outstanding share capital or any class thereof and or the holders of not less in the aggregate than 20% of the company’s debentures entitled to object to amendments to the memorandum of association have the right to apply to the Bermuda court for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act 1981.
Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within twenty-one days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.
Modification of Rights
While we have more than one class of shares and more than one series of class B common shares, the rights attaching to any class or series, unless otherwise provided for by the terms of issue of the relevant class or series, may be modified with the consent in writing of the holders or the approval of the votes cast at a general meeting representing not less than 66- 2/3 % of the aggregate voting power of the shares in issue and not less than 75% of the aggregate voting power of the issued shares of that class or series, as the case may be. The quorum for any such general meeting will be two or more persons holding or representing by proxy one-third of the voting power of the issued shares of the class or series, as the case may be. Our bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of those new shares, vary the rights attached to existing shares.
Appraisal Rights and Shareholder Suits
Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company, a shareholder of the Bermuda company who is not satisfied that fair value has been offered for such shareholder’s shares may apply to the Bermuda court to appraise the fair value of those shares within one month of the giving of the notice of the shareholders’ meeting called to approve the amalgamation.
Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however, may permit in certain circumstances a shareholder to commence an action in the name of a company to remedy a wrong to the company where the challenged act would allegedly be beyond the power of the company or illegal. In addition, consideration would be given by a Bermuda court to acts that would allegedly constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders’ voting power than that which actually approved it.
When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some or all of the shareholders, one or more shareholders may apply to a Bermuda court, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
Capitalization of Profits and Reserves
Pursuant to our bye-laws, our board of directors may capitalize any part of the amount of our share premium account or any reserve or fund which is available for distribution by either: (1) paying up unissued shares to be allotted on a pro rata basis to shareholders as fully paid bonus shares; or (2) paying up in full partly paid shares of those shareholders who would be entitled to such sums if they were distributed by way of dividend or other distribution (or partly in one way and partly the other) provided that a share premium account may be applied only in paying up of unissued shares to be issued to such shareholders as fully paid.
Untraced Shareholders
Our bye-laws provide that our board of directors may forfeit any dividend or other monies payable in respect of any shares which remain unclaimed for six years. In addition, we are entitled to cease sending dividend warrants and checks by post or otherwise to a shareholder if such instruments have been returned undelivered to, or left uncashed by, such shareholder on at least two consecutive occasions or, following one such occasion, reasonable inquires have failed to establish the shareholder’s new address. This entitlement ceases if the shareholder claims a dividend or cashes a dividend check or a warrant.
Certain Provisions of Bermuda Law
We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions only in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares.
Pursuant to a Notice to the Public dated June 1, 2005, issued by the Bermuda Monetary Authority, the Bermuda Monetary Authority granted general permission for the issue and subsequent transfer of any shares of a Bermuda company to and between non-residents of Bermuda where any shares of the company are listed and remain so listed on an appointed stock exchange, which includes the NYSE. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving such permissions, the Bermuda Monetary Authority will not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this annual report.
In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example, as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. We will take no notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.
Registrar or Transfer Agent
A register of holders of the class A common shares and class B common shares and any other issued share capital is maintained by Compass Administration Services Ltd. in Bermuda, and a branch register is maintained in the United States by Mellon Investor Services LLC, who serves as branch registrar and transfer agent.
Anti-takeover Effects Of Our Bye-laws
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide, among other things, for:
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a classified board of directors with staggered three-year terms;
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restrictions on the time period in which directors may be nominated;
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the affirmative vote of a majority of our directors then in office and a majority of all votes cast at a general meeting or, if not approved by a majority of the directors in office, at least 66-2/3% of all votes attaching to all shares then in issue for amalgamation and other business combination transactions; and
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the tag-along rights described under “Tag-Along Rights”.
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Framework Agreement
On August 25, 2010, we entered into a definitive agreement, or the “Framework Agreement”, for the creation of a proposed joint venture, or the “Joint Venture”, with Shell. Pursuant to the Framework Agreement, Cosan and its subsidiaries would contribute their sugar and ethanol businesses, their energy co-generation business, their fuel distribution and retail fuels businesses and their ethanol logistics assets and would transfer net debt of approximately US$2.5 billion to the Joint Venture. Cosan and its subsidiaries would transfer additional debt of up to R$500 million from BNDES currently used for capital expenditures relating to the sugar and ethanol business from March 31, 2010 through the closing of the transaction, or the “Closing”. Shell and its affiliates would contribute their Brazilian fuel distribution and retail businesses, their Brazilian aviation fuels business, their beneficial interest in two companies (Iogen and Codexis) involved in the research and development of biomass fuel, including ethanol and a capital contribution resulting in cash proceeds to the proposed Joint Venture of approximately US$1.6 billion.
Under the terms of the Framework Agreement, Cosan and its subsidiaries would retain and therefore, would not contribute to the proposed Joint Venture their lubricants manufacturing and marketing business, their logistics business, their land prospecting and development business, their sugar retail brands which would, at Cosan’s election, either be used in a retail sugar business to be operated by Cosan (to the extent negotiated and agreed with Shell before the Closing) or, failing any such agreement, be licensed to the proposed Joint Venture on a fair market value basis, and the right to conduct their own sugar trading business globally. Shell and its affiliates would retain and would not contribute to the proposed Joint Venture their exploration and production, chemicals and gas and power businesses in Brazil, their lubricants manufacturing and marketing business, their trading business and the “Shell” brand (which will be licensed to the proposed Joint Venture for use in its downstream business, including retail in Brazil as agreed).
The proposed Joint Venture will consist of three separate legal entities.
A sugar and ethanol company, or the “Sugar and Ethanol Co”, which would, among other things, conduct the production of sugar and ethanol, as well as all co-generation activities. Cosan and its subsidiaries and Shell and its affiliates would each own 50% common equity interest in this entity. In addition, Cosan and its subsidiaries would own 51% of the voting shares (and preferred shares bearing preferential dividend rights in certain circumstances), whereas Shell and its affiliates would own 49% of this entity’s voting shares.
A downstream company, or the “Downstream Co”, which would conduct the supply, distribution and sale of fuels in Brazil. The resulting company would have a network of about 4,500 fuel stations throughout Brazil. Cosan and its subsidiaries and Shell its affiliates would likewise each own 50% common equity interest in this entity. In this entity, however, Cosan and its subsidiaries would own 49% of the voting shares, whereas Shell and its affiliates would own 51% of the voting shares. Cosan and its subsidiaries and Shell and its affiliates would also hold preferred shares bearing preferential dividend rights in certain circumstances if certain contingent targets are met. Cosan expects to receive approximately US$300 million over the next five years in distributions from the preferred shares it will hold in each such entity.
A management company, or the “Management Co”, which would be the proposed Joint Venture’s face to the market and would facilitate the building of a unified corporate culture. Cosan and its subsidiaries and Shell and its affiliates would each own 50% of the equity and voting interests in this company.
The formation of the proposed Joint Venture is expected to occur in the first half of 2011, and is subject to customary closing conditions, including receipt of required governmental approvals and absence of a material adverse change for each party and certain other matters. Additionally, the Framework Agreement contains indemnification provisions pursuant to which Cosan and Shell agree to indemnify each other, their respective affiliates and the Joint Venture for breaches of covenants and warranties contained in the Framework Agreement and for certain other specified matters, including all pre-closing liabilities (subject to certain limitations and exceptions).
The foregoing description of the Framework Agreement does not purport to be complete and is qualified in its entirety by reference to the Framework Agreement, which is filed as Exhibit 4.3 to this annual report.
Other Agreements
Shell and Cosan have also negotiated but have not yet entered into other definitive agreements, among others, concerning the scope of the proposed Joint Venture, the governance and management of the proposed Joint Venture and the granting of reciprocal put and call options concerning their interests in the proposed Joint Venture. Each of these agreements will be entered into at the Closing.
The form of joint venture agreement provides that Cosan and Shell will grant each other certain options. On the 10th anniversary of the Closing, Shell will have a call option to buy half or all of Cosan’s equity interests in the proposed Joint Venture. Cosan will have the right to elect whether it would sell half or all of its interests in the proposed Joint Venture to Shell after the exercise of Shell’s call option. In addition, on the 15th anniversary of the Closing, Shell would have an additional call option to buy Cosan's equity interest at that time in the Joint Venture. If Shell does not exercise such call option, Cosan would have a call and/or put option depending on its equity interest at that time. The options’ exercise prices will be based on the value of the equity interests in the proposed Joint Venture at the time of the option exercise, determined by using an appraisal and dispute resolution process based on the fair market value of the proposed Joint Venture six months before the options are exercised. There will also be call and put options in certain other limited circumstances, including in the event of a fundamental breach (as defined in the joint venture agreement) by either party (at an agreed discount to fair market value) and in the case of the death or disability of Cosan’s Chairman, Rubens Ometto Silveira Mello (at fair market value). Additionally, the joint venture agreement contains transfer restrictions on the interests of the shareholders in the proposed Joint Venture until the lapse of the options described above (i.e., 15th anniversary of the Closing). There will also be restrictions on any transfers of controlling interests in Cosan and Cosan Limited during certain periods in order to give effect to the options related to the interests of each party in the proposed Joint Venture.
The form of operating and coordination agreement sets forth the roles and responsibilities of Management Co and certain policies and procedures for the proposed Joint Venture.
The foregoing descriptions of the forms of joint venture agreement and the operating and coordination agreement do not purport to be complete and are qualified in their entirety by reference to the form of joint venture agreement which is filed as Exhibit 4.4 and the form of operating and coordination agreement which is filed as Exhibit 4.5 to this annual report.
On August 11, 2009, our indirect subsidiary CCL Finance Limited entered into an Indenture with the Bank of New York Mellon, as trustee and The Bank of New York Mellon Trust (Japan), Ltd., as principal payment agent in connection with its 9.50% Senior Notes due 2014.
On December 1, 2008, Cosan acquired 100% of the capital of Essobras (now CCL) and certain affiliates, marketers and distributors of fuel and lubricants in the Brazilian retail and wholesale markets as well as aviation fuel supply from Exxon. The purchase price was US$715 million and included the assumption of debt in the amount of US$175 million.
See “Item 9. The Offer and Listing—A. Offer and Listing Details”.
U.S. Federal Income Tax Considerations
The following are the material U.S. federal income tax consequences of owning and disposing of our common shares. This discussion applies only to U.S. Holders (as defined below) that hold our common shares as capital assets for tax purposes.
This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances, including alternative minimum tax consequences and tax consequences applicable to holders subject to special rules, such as:
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·
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certain financial institutions;
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·
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insurance companies;
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|
·
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dealers in securities;
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·
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persons holding common shares as part of a “straddle”, integrated transaction or similar transactions;
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|
·
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persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
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·
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entities classified as partnerships for U.S. federal income tax purposes;
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·
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tax-exempt organizations;
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·
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persons holding common shares that own or are deemed to own ten percent or more of our voting stock; or
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·
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persons who acquire our common shares pursuant to the exercise of any employee stock option or otherwise as compensation.
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If an entity that is classified as a partnership for U.S. federal income tax purposes holds common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of the common shares.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the “Code,” administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. Please consult your tax advisers concerning the U.S. federal, state, local and foreign tax consequences of owning and disposing of common shares in your particular circumstances.
As used herein, the term “U.S. Holder” means a beneficial owner of common shares that is, for U.S. federal tax purposes:
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·
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an individual citizen or resident of the United States;
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·
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a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state therein or the District of Columbia or
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·
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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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This discussion assumes that we are not, and will not become a passive foreign investment company, as described below.
Taxation of Distributions
Distributions paid on common shares, other than certain pro rata distributions of common shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of your common shares, and the balance in excess of adjusted basis will be treated as capital gain recognized on a sale or exchange. Because we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles, you should expect that a distribution will generally be treated as a dividend. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders in taxable years beginning before January 1, 2011, will be taxable at favorable rates, up to a maximum rate of 15%, provided that certain holding period and other requirements are satisfied. The amount of the dividend will be treated as foreign source dividend income to you and will not be eligible for the dividends received deduction generally allowed to U.S. corporations under the Code.
Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.
Sale and Other Disposition of Common Shares
For U.S. federal income tax purposes, gain or loss you realize on the sale or other disposition of common shares will be capital gain or loss, and will be long-term capital gain or loss if you held those common shares for more than one year at the time of disposition. The amount of gain or loss will be equal to the difference between your tax basis in our common shares disposed of and the amount realized on the disposition. Such gain or loss will generally be U.S. source gain or loss for foreign tax credit purposes.
Passive Foreign Investment Company Rules
In general, a non-U.S. corporation will be classified as a “passive foreign investment company,” or “PFIC”, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (1) at least 75% of its gross income is “passive income” or (2) at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of “passive income”. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities, foreign currency and securities transactions. Based on the current composition of our income and the market value and composition of our assets, we do not believe that we were a PFIC for our taxable year ended March 31, 2010. However, since PFIC status depends upon the composition of our income and assets and the market value of our assets (including, among others, goodwill and less than 25% owned equity investments) from time to time, we cannot assure you that we will not be considered a PFIC for any taxable year.
If we were treated as a PFIC for any taxable year during which a U.S. Holder held the common shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of the common shares would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the resulting tax liability. Further, to the extent any distribution in respect of common shares exceeded 125% of the average of the annual distributions on common shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever was shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. Certain elections might be available that would result in alternative treatments (such as mark-to-market treatment) of the common shares. U.S. Holders should consult their tax advisers to determine whether these elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
In addition, if we were to be treated as a PFIC in a taxable year in which we paid a dividend or the prior taxable year, the 15% tax rate discussed above with respect to dividends paid to non-corporate holders would not apply.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (1) you are an exempt recipient or (2) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding.
The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Bermuda Tax Considerations
The Company has received an assurance from the Ministry of Finance granting an exemption, until March 28, 2016, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, provided that such exemption shall not prevent the application of any such tax or duty to such persons as are ordinarily resident in Bermuda and shall not prevent the application of any tax payable in accordance with the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Company.
Not applicable.
Not applicable.
Statements contained in this annual report as to the contents of any contract or other document referred to are not necessarily complete, and each of these statements is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit hereto. A copy of the complete annual report including the exhibits and schedules filed herewith may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street NE., Washington, D.C., and at the SEC’s regional offices located at 233 Broadway, New York, N.Y., 10279 and North Western Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 - 2511. Copies of such materials may be obtained by mail from the Public Reference Section of the SEC, 100 F Street NE., Washington, D.C., at prescribed rates. Such reports and other information may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005, on which our class A common shares are listed. In addition the SEC maintains a website that contains information filed electronically with the SEC, which can be accessed over the Internet at http://www.sec.gov.
We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 as amended, and, in accordance therewith, file periodic reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements and relating to short-swing profits reporting and liability.
We also file financial statements and other periodic reports with the CVM located as Rua Sete de Setembro, 111, Rio de Janeiro, Brazil 20159-900.
Not applicable.
Risk Management
We consider market risk to be the potential loss arising from adverse changes in market rates and prices. We are exposed to a number of market risks arising from our normal business activities. Such market risks principally involve the possibility that changes in commodity prices, interest rates or exchange rates will adversely affect the value of our financial assets and liabilities or future cash flows and earnings. We periodically review our exposure to market risks and determine at the senior management level how to manage and reduce the impact of these risks. We use derivative financial instruments for the purpose of managing market risks, primarily fluctuations in commodity prices and foreign exchange. While these hedging instruments fluctuate in value, these variations are generally offset by the value of the underlying hedged exposures. The counterparties to these contractual arrangements are primarily commodities exchanges, in the case of commodity futures and options, and major financial institutions, in the case of foreign exchange derivative instruments and interest rate swaps. As a result, we do not believe that we are subject to any material credit risk arising from these contracts, and accordingly, we do not anticipate any material credit-related losses. We have formed a risk management committee that is responsible for advising the board on risk management, by establishing exposure limits and hedging ratios so as to achieve better operational and financial controls.
Commodities Risk
The availability and prices of agricultural commodities fluctuate widely due to unpredictable factors, such as weather, level of crop plantings, worldwide government agricultural programs and policies, changes in global demand resulting from population growth and migration, changes in standards of living and global
production of similar competitive products. We enter into various types of derivative contracts, primarily commodity exchange-traded futures and options, in order to manage our exposure to adverse price changes in sugar. We use sensitivity analysis to regularly estimate our exposure to market risk on our agricultural commodity position.
Based on the sugar and ethanol sales volumes in fiscal year 2010, a hypothetical 10% decrease in unhedged prices would reduce our sugar and ethanol net sales by approximately US$135.4 million and US$93.4 million, respectively, in fiscal year 2010 (US$67.5 million and US$54.9 million, respectively, in transition fiscal year 2009) as set forth below.
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Fair Value -
Net Sales
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Sales Volume
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Market Risk - 10% Price Decrease
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||||||||||
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(in millions of US$)
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(thousand tons of sugar or thousand liters of ethanol)
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(in millions of US$)
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Sugar sales volumes in the twelve months ended March 31, 2010
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1,810.0 | 4,134.6 | 135.4 | |||||||||
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Hedged sugar position at March 31, 2010 (*)
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455.7 | 1,738.4 | — | |||||||||
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VHP sugar
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416.9 | 1,659.4 | — | |||||||||
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White sugar
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38.7 | 79.0 | — | |||||||||
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Unhedged sugar position at March 31, 2010
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1,354.3 | 2,396.2 | 135.4 | |||||||||
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Ethanol sales volume (unhedged) in fiscal year 2010
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936.5 | 2,147.5 | 93.4 | |||||||||
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Total unhedged position at March 31, 2010
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2,290.8 | — | 229.0 | |||||||||
_____________
(*) includes derivative futures and firm commitments with customers where there are already fixed prices for the sugar to be sold.
For risk management purposes and to evaluate our overall level of commodity price exposure, we further reduce our exposure to commodity market risk related to the sugar and ethanol produced from sugarcane that we purchase from growers and sugarcane harvested from leased land, as we pay for the lease costs in TSR. Unlike sugarcane harvested from our own land, the price of sugarcane supplied by growers or the lease payments we incur to produce sugarcane harvested by us from leased land is indexed to the market price of sugar and ethanol, which provides a partial natural hedge to our sugar price exposure. When we acquire sugarcane from growers, we take samples from the delivered sugarcane to measure its sugar content and pay only for the TSR that we acquire according to a formula established by CONSECANA. In addition, the lease payments are also calculated based on an established TSR volume and a price calculated using the CONSECANA formula. Based on the foregoing, we believe that a hypothetical 10% decrease in prices would increase our net commodities risk by US$165.3 million (US$76.5 as of March 31, 2009) as set forth below.
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Fair Value -
Net Sales
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Commodities Risk - 10% Price Decrease
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|||||||
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(in millions of US$)
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(in millions of US$)
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|||||||
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Total unhedged position at March 31, 2010
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2,290.8 | 229.1 | ||||||
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Sugarcane supplied by growers in fiscal year 2010
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(512.7 | ) | (51.3 | ) | ||||
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Sugarcane from leased land in fiscal year 2010
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(124.8 | ) | (12.5 | ) | ||||
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Net unhedged position at March 31, 2010
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1,653.3 | 165.3 | ||||||
As of March 31, 2010, we had entered into hedging agreements with respect to 997.2 thousand tons of VHP sugar (Futures sold less Futures bought) at an average fixed price of US$18.96 per pound and 65 thousand tons of refined sugar at an average fixed price of US$595.78 per ton.
The table below provides information about the Company’s sugar derivative contracts that are sensitive to changes in commodity prices, specifically sugar prices as of March 31, 2010. For the derivative contracts the table presents the notional amounts in tons, the weighted average contract prices, and the total US dollar contract amount by expected maturity dates.
On Balance Sheet Commodity Position and Related Derivatives:
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Derivatives
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Future Exchange
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Contract
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Screen
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Expiration Date
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Strike
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Number of contracts
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Avg. Price
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Settlement Price
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Notional
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Carrying Amount
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Fair Value
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(¢US$/lb)
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lots
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US$/ton
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US$/ton
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(tons)
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(US$’000)
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(US$’000)
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||||||||||||||||||||||||||
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Future contracts – sell commitments
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LIFFE
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White Sugar
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May 2010
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Apr 30, 2010
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— | 200 | 597.25 | 504.00 | 10,000 | 5,973 | 933 | |||||||||||||||||||||
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Future contracts - sell commitments
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LIFFE
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White Sugar
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Aug 2010
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Jul 31, 2010
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— | 900 | 608.37 | 471.00 | 45,000 | 27,377 | 6,182 | |||||||||||||||||||||
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Future contracts – sell commitments
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LIFFE
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White Sugar
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Oct 2010
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Sep 30, 2010
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— | 200 | 537.63 | 463.00 | 10,000 | 5,376 | 746 | |||||||||||||||||||||
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Future contracts – sell commitments
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NYBOT
|
#11 |
May 2010
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Apr 30, 2010
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— | 1,260 | 461.94 | 365.75 | 64,011 | 29,569 | 6,157 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
Jul 2010
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Jun 30, 2010
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— | 6,613 | 436.18 | 363.98 | 335,956 | 146,539 | 24,256 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
Oct 2010
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Sep 30, 2010
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— | 4,986 | 427.27 | 363.76 | 253,301 | 108,228 | 16,087 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
Mar 2011
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Feb 28, 2011
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— | 152 | 456.35 | 368.17 | 7,722 | 3,524 | 681 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
May 2011
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Apr 30, 2011
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— | 996 | 398.12 | 364.42 | 50,599 | 20,144 | 1,705 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
Jul 2011
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Jun 30, 2011
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— | 1,146 | 376.34 | 360.46 | 58,220 | 21,910 | 925 | |||||||||||||||||||||
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Future contracts - sell commitments
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NYBOT
|
#11 |
Oct 2011
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Sep 30, 2011
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— | 321 | 357.31 | 355.61 | 16,308 | 5,827 | 28 | |||||||||||||||||||||
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Future contracts - sell commitments
|
OTC
|
#11 |
Jul 2010
|
Jun 30, 2010
|
— | 4,500 | 407.63 | 363.98 | 228,611 | 93,190 | 9,972 | |||||||||||||||||||||
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Future contracts - sell commitments
|
OTC
|
#11 |
Oct 2010
|
Sep 30, 2010
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— | 4,120 | 433.47 | 363.76 | 209,306 | 90,728 | 14,557 | |||||||||||||||||||||
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Total future contracts - sell commitments
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— | 1,289,033 | 558,384 | 82,228 | ||||||||||||||||||||||||||||
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Future contracts - buy commitments
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NYBOT
|
#11 |
May 2010
|
Apr 30, 2010
|
— | 525 | 515.45 | 365.75 | (26,671 | ) | (13,748 | ) | (3,993 | ) | ||||||||||||||||||
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Future contracts - buy commitments
|
NYBOT
|
#11 |
Jul 2010
|
Jun 30, 2010
|
— | 310 | 538.55 | 363.98 | (15,749 | ) | (8,482 | ) | (2,749 | ) | ||||||||||||||||||
|
Future contracts - buy commitments
|
NYBOT
|
#11 |
Mar 2011
|
Feb 28, 2011
|
— | 3,629 | 436.62 | 368.17 | (184,362 | ) | (80,496 | ) | (12,619 | ) | ||||||||||||||||||
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Total Future contracts - buy commitments
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4,464 | 452.97 | 367.60 | (226,782 | ) | (102,725 | ) | (19,361 | ) | |||||||||||||||||||||||
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Subtotal futures
|
1,062,251 | 455,659 | 62,867 | |||||||||||||||||||||||||||||
|
Call options – written
|
NYBOT
|
#11 |
May 2010
|
May 15, 2010
|
32.00 | 850 | 14.07 | 0.22 | 43,182 | 30,464 | (10 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT / OTC
|
#11 |
Jul 2010
|
Jul 15, 2010
|
20.00 | 5,987 | 28.63 | 8.38 | 304,154 | 134,109 | (2,548 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT / OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
20.50 | 2,153 | 39.16 | 14.55 | 109,378 | 49,433 | (1,591 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT / OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
21.00 | 1,784 | 41.20 | 13.23 | 90,631 | 41,960 | (1,199 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT / OTC
|
#11 |
Mar 2011
|
Mar 15, 2011
|
24.50 | 1,485 | 40.05 | 12.35 | 75,442 | 40,748 | (931 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT
|
#11 |
Mar 2011
|
Mar 15, 2011
|
25.00 | 300 | 29.58 | 11.46 | 15,241 | 8,400 | (175 | ) | ||||||||||||||||||||
|
Call options – written
|
NYBOT
|
#11 |
Mar 2011
|
Mar 15, 2011
|
30.00 | 200 | 15.76 | 6.61 | 10,160 | 6,720 | (67 | ) | ||||||||||||||||||||
|
Put options – purchase
|
NYBOT / OTC
|
#11 |
Jul 2010
|
Jul 15, 2010
|
16.50 | 5,987 | 51.40 | 28.22 | 304,154 | 110,640 | 8,583 | |||||||||||||||||||||
|
Put options – purchase
|
NYBOT / OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
17.00 | 1,385 | 53.42 | 43.65 | 70,361 | 26,370 | 3,071 | |||||||||||||||||||||
|
Put options – purchase
|
NYBOT / OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
17.50 | 434 | 59.52 | 50.93 | 22,048 | 8,506 | 1,123 | |||||||||||||||||||||
|
Derivatives
|
Future Exchange
|
Contract
|
Screen
|
Expiration Date
|
Strike
|
Number of contracts
|
Avg. Price
|
Settlement Price
|
Notional
|
Carrying Amount
|
Fair Value
|
|||||||||||||||||||||
|
(¢US$/lb)
|
lots
|
US$/ton
|
US$/ton
|
(tons)
|
(US$’000)
|
(US$’000)
|
||||||||||||||||||||||||||
|
Put options - written
|
NYBOT
|
#11 |
Jul 2010
|
Jul 15, 2010
|
16.50 | 5,987 | 6.32 | 28.22 | 304,154 | 110,640 | (8,583 | ) | ||||||||||||||||||||
|
Put options - written
|
NYBOT
|
#11 |
Oct 2010
|
Oct 15, 2010
|
17.00 | 1,385 | 11.64 | 43.65 | 70,361 | 26,370 | (3,071 | ) | ||||||||||||||||||||
|
Put options – written
|
NYBOT
|
#11 |
Oct 2010
|
Oct 15, 2010
|
17.50 | 459 | 6.12 | 50.93 | 23,318 | 8,996 | (1,188 | ) | ||||||||||||||||||||
|
Subtotal options
|
1,442,585 | 603,357 | (6,586 | ) | ||||||||||||||||||||||||||||
|
Swap contracts - buy commitments
|
OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
985 | 562.18 | 6.17 | 50,040 | 28,132 | 309 | ||||||||||||||||||||||
|
Swap contracts - buy commitments
|
OTC
|
#11 |
Oct 2010
|
Oct 15, 2010
|
985 | 568.79 | 5.95 | 50,040 | 28,463 | 298 | ||||||||||||||||||||||
|
Total swap contracts - buy commitments
|
100,081 | 56,594 | 607 | |||||||||||||||||||||||||||||
|
Total commodities derivatives
|
2,604,917 | 1,115,610 | 56,888 | |||||||||||||||||||||||||||||
Interest Rate Risk
We have fixed and floating rate indebtedness, and, therefore, we are exposed to market risk as a result of changes in interest rates. We engage in interest rate-related hedging transactions from time to time to hedge certain interest rate risk exposures. As of March 31, 2010, 54%, or US$1.8 billion (84.4% or US$1,716.3 million as of March 31, 2009) of our consolidated total debt outstanding was fixed rate debt. Interest rate risk is the effect on our financial results resulting from an increase in interest rates on our variable rate debt indexed to the London Interbank Offered Rate, or “LIBOR”, the Long-Term Interest Rate (Taxa de Juros ao Longo Prazo), or “TJLP”, IGP-M and Interbank Deposit Certificate (Certificado de Depósito Interbancário), or “CDI”. Based on the amount of our floating-interest rate indebtedness at March 31, 2010, net of the swap derivative exchanging Libor to a fixed interest rate, a hypothetical 10% increase in market interest rates would increase our interest expense by approximately US$8 million in 2010 (US$14.9 million in transition fiscal year 2009).
Foreign Currency Exchange Rate Risk
A significant part of our revenues in the Sugar and Ethanol segment are denominated in US dollars. To manage exchange rate risk, we have debt denominated in US dollars and we also enter into derivative contracts with various counterparties to protect ourselves against a possible appreciation of the real in relation to the US dollar. At March 31, 2010, we had outstanding currency derivatives fair valued at US$29.6 million (US$22.8 million in transition fiscal year 2009) which were represented by forward, future, swap and put option contracts as disclosed in note 5 to our audited consolidated financial statements included in this annual report. As a measure of our market risk with respect to our foreign currency exposure, a hypothetical 10% appreciation of the real against the US dollar would decrease our export sales by approximately US$147 million per year, based on the level of our total export sales for the year ended March 31, 2010, before considering the effects on US dollar derivative contracts and other assets/ liabilities dollar denominated, as set forth below:
|
Notional amount/ Quantity
|
Estimated Fair value Asset (Liability)
|
Foreign Exchange Gain/ Loss – 10% FX rate Increase
|
||||||||||
|
US dollar financial instruments outstanding as at March 31, 2010:
|
(in millions of US$)
|
|||||||||||
|
US dollar-denominated debt
|
(2,058,942 | ) | (2,058,942 | ) | (205.894 | ) | ||||||
|
US dollar-denominated other assets/ liabilities, except derivative instruments
|
226,980 | 226,980 | 22,698 | |||||||||
| (1,831,962 | ) | (1,831,962 | ) | (183,196 | ) | |||||||
|
Notional amount/ Quantity
|
Estimated Fair value Asset (Liability)
|
Foreign Exchange Gain/ Loss – 10% FX rate Increase
|
||||||||||
|
US dollar financial instruments outstanding as at March 31, 2010:
|
(in millions of US$)
|
|||||||||||
|
US dollar-denominated derivative financial instruments (net)
|
||||||||||||
|
- Forward contracts sold
|
(573,250 | ) | 4,490 | (26,219 | ) | |||||||
|
- Forward contracts bought
|
571,500 | (4,226 | ) | 16,766 | ||||||||
|
- Future contracts sold
|
(487,800 | ) | 20,527 | (38,173 | ) | |||||||
|
- Options purchased (Put option)
|
(372,568 | ) | 8,826 | 930 | ||||||||
| 29,617 | (46,696 | ) | ||||||||||
|
Net potential impact
|
(229,892 | ) | ||||||||||
Not applicable.
None.
In connection with our initial public offering, we filed a registration statement on Form F-1. The registration statement was declared effective by the SEC on August 16, 2007 and was assigned file number 333-144010.
Our net offering proceeds, after deducting total expenses, was US$1,118.4 million. In January 2008, Cosan Limited subscribed 56.6 million new shares of Cosan, transferring approximately R$1,190 million to its subsidiary. In October 2008, Cosan Limited issued class A shares to certain Gávea funds and Mr. Rubens Ometto for US$150 million and US$50 million, respectively. In December 2008, Cosan Limited acquired 55,000,000 common shares of Cosan in a private placement for approximately R$880 million. These proceeds were used by Cosan for the development of our greenfield projects at Jataí/GO and Carapó/MS, for the construction of co-generation plants in our mills, increase in capacity to produce sugar and for the acquisition of mechanical harvesters and related equipment for the agricultural mechanization project. In December 2008, Cosan Limited obtained a US$150 million financing in the international market in connection of its acquisition of Essobrás. In August 2009, Cosan Limited repaid the US$150 million finance with proceeds from a bond issuance by its subsidiary CCL Finance Limited. The remaining US$225 million balance remains in cash, cash equivalents and marketable securities in Cosan Limited treasuries and will probably continue to be used primarily in the greenfield, brownfield and co-generation projects.
(a) Disclosure Controls and Procedures
As of March 31, 2010, under management’s supervision and with its participation, including our chief executive officer and chief financial officer, we performed an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2010 to ensure that information required to
be disclosed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, and that the information required to be disclosed is accumulated and communicated to them, to allow timely decisions regarding required disclosure.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Act of 1934. Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management concluded that internal control over financial reporting was effective as of March 31, 2010.
Management’s report on internal control over financial reporting appears on F-1. The consolidated financial statements and internal control over financial reporting have been audited by Ernst & Young Auditores Independentes S.S., or “E&Y S.S., an independent registered public accounting firm. E&Y S.S.’s reports with respect to fairness of the presentation of the statements, and the effectiveness of internal control over financial reporting, are included herein and appear on pages F-2 and F-4, respectively.
(c) Attestation Report of the Registered Public Accounting Firm
See Report Of Independent Registered Public Accounting Firm on page F-2.
(d) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Audit Committee
We have an audit committee that is responsible for advising the board about the selection of independent auditors, reviewing the scope of the audit and other services provided by our independent auditors, approving related party transactions and evaluating our internal controls. The members of our audit committee are Messrs. Marcus Vinicius Pratini de Moraes (chairman), Mailson Ferreira da Nóbrega, and Hélio França Filho.
These members are independent, and our board of directors has determined that Marcus Vinicius Pratini de Moraes and Mailson Ferreira da Nóbrega are the “Audit Committee Financial Expert” in accordance with SEC rules and regulations.
NYSE Rule 303A.10 provides that each U.S. listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. Although not required under Bermuda law, the Company has adopted a code of business conduct and ethics for directors, officers and employees as provided for in NYSE Rule 303A.10, which has been filed with the SEC.
The following table describes the total amount billed to us by E&Y S.S. for services performed in fiscal year 2010 and transition fiscal year ended March 31, 2009.
|
At March 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
(in thousands of reais)
|
||||||||
|
Audit fees
|
R$
|
4,869 | R$ | 4,035 | ||||
|
Audit related fees
|
904 | – | ||||||
|
Tax fees
|
– | – | ||||||
|
All other fees
|
100 | 739 | ||||||
|
Total consolidated audit fees
|
R$ | 5,873 | R$ | 4,774 | ||||
Audit Fees
Audit fees are fees billed for the audit of our annual consolidated financial statements and for the reviews of our quarterly financial statements submitted on Form 6-K.
Audit-Related Fees
Audit-related fees are fees charged by E&Y S.S. for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for fiscal year 2010, transition fiscal year 2009, fiscal years ended April 30, 2008 and 2007. Additionally, audit related fees include comfort letters, statutory audits, consents and other services related to SEC matters.
Tax Fees
Tax fees are fees for professional services rendered by E&Y S.S. for tax advice services
All Other Fees
E&Y other fees refer to other assurance services regarding the review of the process related to access profiles of data systems and advisory services related to the Sarbanes-Oxley Act.
Pre-Approval Policies and Procedures
Our audit committee approves all audit, audit-related services, tax services and other services provided by E&Y S.S. Any services provided by E&Y S.S. that are not specifically included within the scope of the audit must be pre-approved by the board of directors in advance of any engagement. The board of directors is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimis exception prior to the completion of the audit engagement.
Not applicable.
None.
None.
For a comparison of the significant differences between our corporate governance practices and the NYSE Corporate Governance Standards, please see “Item 6. Directors, Senior Management and Employees—C. Summary of Significant Differences of Corporate Governance Practices”.
We have responded to Item 18 in lieu of responding to this Item.
See our audited consolidated financial statements beginning on page F-1.
We are filing the following documents as part of this annual report on Form 20-F:
|
1.1
|
Memorandum of Association (incorporated by reference to our amended registration statement filed on Form F-1/A with the Securities and Exchange Commission on August 9, 2007)
|
|
1.2
|
Bye-Laws (incorporated by reference to our amended registration statement filed on Form F-1/A with the Securities and Exchange Commission on August 9, 2007)
|
|
2.1
|
Indenture dated as of October 25, 2004 among Cosan S.A. Indústria e Comércio, as issuer, FBA—Franco Brasileira S.A. Açúcar e Álcool and Usina Da Barra S.A.—Açúcar e Álcool, as guarantors, JPMorgan Chase Bank, as trustee, JPMorgan Trust Bank Ltd., as principal paying agent and J.P. Morgan Bank Luxembourg S.A., as Luxembourg paying agent (incorporated by reference to our registration statement filed on Form F-1 with the Securities and Exchange Commission on June 25, 2007)
|
|
2.2
|
Indenture dated as of February 6, 2006 among Cosan S.A. Indústria e Comércio, as issuer, FBA—Franco Brasileira S.A. Açúcar e Álcool and Usina Da Barra S.A.—Açúcar e Álcool, as guarantors, JPMorgan Chase Bank, N.A., as trustee, JPMorgan Trust Bank Ltd., as principal paying agent and J.P. Morgan Bank Luxembourg S.A., as Luxembourg paying agent (incorporated by reference to our registration statement filed on Form F-1 with the Securities and Exchange Commission on June 25, 2007)
|
|
2.3
|
Indenture dated as of January 26, 2007 among Cosan Finance Limited, as issuer, Cosan S.A. Indústria e Comércio and Usina Da Barra S.A.—Açúcar e Álcool, as guarantors, The Bank of New York, as trustee, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as principal paying agent and The Bank of New York Luxembourg S.A., as Luxembourg paying agent (incorporated by reference to our registration statement filed on Form F-1 with the Securities and Exchange Commission on June 25, 2007)
|
|
2.4
|
Indenture dated August 11, 2009 among CCL Finance Limited, Cosan Combustíveis e Lubrificantes S.A., The Bank Of New York Mellon, as Trustee, The Bank of New York Mellon Trust (Japan), Ltd., as Principal Paying Agent, and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Listing, Paying and Transfer Agent (incorporated by reference to Exhibit 2.4 of our Annual Report on Form 20-F for the year ended March 31, 2009)
|
|
4.1
|
Loan Agreement dated as of June 28, 2005 among Cosan S.A. Indústria e Comércio, as borrower, and International Finance Corporation (incorporated by reference to our registration statement filed on Form F-1 with the Securities and Exchange Commission on June 25, 2007)
|
|
4.2
|
Agreement for the Sale and Purchase of all of the Member Interests in Parent Co-Operative 1 and Parent Co-Operative 2 dated April 23, 2008, between ExxonMobil International Holdings B.V., as vendor, and the registrant’s subsidiaries Cosan S.A. Indústria e Comércio and Usina da Barra S.A. Açúcar e Álcool, as purchasers* (incorporated by reference to our Amendment to our Current Report filed on Form 6-K/A on June 10, 2009)
|
|
4.3
|
Framework Agreement dated August 25, 2010 among Cosan S.A. Indústria e Comércio, Cosan Distribuidora de Cumbustíveis S.A., Cosan Limited, Houches Holdings S.A., Shell Brasil Limitada, Shell Brazil Holding B.V., Shell Overseas Holdings Limited and Milimétrica Participações S.A.
|
|
4.4
|
Form of Joint Venture Agreement among Cosan S.A. Indústria e Comércio, Cosan Limited, Shell Brasil Limitada, Houches Holdings S.A., Shell Brazil Holding B.V., Shell Overseas Holdings Limited and Milimétrica Participações S.A.
|
|
4.5
|
Form of Operating and Coordination Agreement relating to Milimétrica Participações S.A., Shell Brasil Limitada and Houches Holdings S.A.
|
|
8.1
|
Subsidiaries of the Registrant
|
|
11.1
|
Code of Ethics (incorporated by reference from our exhibit to our annual report filed on Form 20-F for the Fiscal Year ended April 30, 2008)
|
|
12.1
|
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
|
|
12.2
|
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
|
|
13.1
|
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
|
|
13.2
|
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer
|
_____________
|
|
* Portions of this item have been omitted pursuant to a request for confidential treatment.
|
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
Cosan Limited
|
||||
|
By:
|
/s/ Marcelo Eduardo Martins
|
|||
|
Name:
|
Marcelo Eduardo Martins
|
|||
|
Title:
|
Chief Financial and
Investor Relations Officer
|
|||
Date: September 30, 2010
COSAN LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010 and 2009 and April 30, 2008
The management of Cosan Limited is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions.
As disclosed in notes 1 and 8 of its consolidated financial statements, on June 18, 2009, the Company acquired Cosan Alimentos S.A. (CAL), former Nova América S.A. Agroenergia. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, management has elected to exclude Cosan Alimentos S.A. from this evaluation. Cosan Alimentos S.A. is a wholly owned subsidiary, which is included in the 2010 consolidated financial statements of Cosan Limited and constituted US$1,018,377 and US$141,335 of total and net assets, respectively, as of March 31, 2010 and US$771,478 of revenues and an immaterial amount of net loss for the year then ended.
Management assessed the effectiveness of the company’s internal control over financial reporting as of March 31, 2010, based on the criteria set forth by the COSO – Committee of Sponsoring Organization of the Treadway Commission in Internal Control – Integrated Framework. Based on that assessment management has concluded that as of March 31, 2010, the Company’s internal control over financial reporting is effective.
Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of March 31, 2010 has been audited by Ernst & Young Auditores Independentes S.S., the company’s independent registered public accounting firm, as stated in their report which appears herein.
|
/s/ Rubens Ometto Silveira Mello
|
Rubens Ometto Silveira Mello
Chief Executive Officer
 |
Condomínio São Luiz
Av. Pres. Juscelino Kubitschek, 1830
Torre I - 8º Andar - Itaim Bibi
04543-900 - São Paulo, SP, Brasil
Tel: (5511) 2573-3000
Fax: (5511) 2573-5780
www.ey.com.br
|
The Board of Directors and Shareholders of Cosan Limited
We have audited Cosan Limited’s internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Cosan Limited’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Cosan Alimentos S.A., which is included in the 2010 consolidated financial statements of Cosan Limited and
| |
Condomínio São Luiz
Av. Pres. Juscelino Kubitschek, 1830
Torre I - 8º Andar - Itaim Bibi
04543-900 - São Paulo, SP, Brasil
Tel: (5511) 2573-3000
Fax: (5511) 2573-5780
www.ey.com.br
|
constituted US$1,018,377 and US$141,335 of total and net assets, respectively, as of March 31, 2010 and US$771,478 of revenues and an immaterial amount of net loss for the year then ended. Our audit of internal control over financial reporting of Cosan Limited also did not include an evaluation of the internal control over financial reporting of Cosan Alimentos S.A.
In our opinion, Cosan Limited maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cosan Limited as of March 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended March 31, 2010, the eleven-month period ended March 31, 2009 and the year ended April 30, 2008 of Cosan Limited and our report dated June 10, 2010 expressed an unqualified opinion thereon.
São Paulo, June 10, 2010
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-8
/s/ Luiz Carlos Nannini
Luiz Carlos Nannini
Luiz Carlos Nannini
Accountant CRC 1SP171638/O-7
| |
Condomínio São Luiz
Av. Pres. Juscelino Kubitschek, 1830
Torre I - 8º Andar - Itaim Bibi
04543-900 - São Paulo, SP, Brasil
Tel: (5511) 2573-3000
Fax: (5511) 2573-5780
www.ey.com.br
|
The Board of Directors and Shareholders of
Cosan Limited
We have audited the accompanying consolidated balance sheets of Cosan Limited and subsidiaries as of March 31, 2010 and 2009, and the related consolidated statements of operations, shareholders' equity, comprehensive income (loss), and cash flows for the year ended March 31, 2010, the eleven-month period ended March 31, 2009 and the year ended April 30, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cosan Limited and subsidiaries as of March 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for the year ended March 31, 2010, the eleven-month period ended March 31, 2009 and the year ended April 30, 2008, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), Cosan Limited's internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 10, 2010 expressed an unqualified opinion thereon.
São Paulo, June 10, 2010
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-8
/s/ Luiz Carlos Nannini
Luiz Carlos NanniniAccountant CRC 1SP171638/O-7
F-4
COSAN LIMITED
March 31, 2010 and 2009
(In thousands of U.S. dollars, except share data)
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
623,675 | 508,784 | ||||||
|
Restricted cash
|
25,251 | 5,078 | ||||||
|
Derivative financial instruments
|
129,456 | 7,352 | ||||||
|
Trade accounts receivable, less allowances: 2010 – $32,144; 2009 – $21,241
|
430,328 | 258,863 | ||||||
|
Inventories
|
587,720 | 477,792 | ||||||
|
Advances to suppliers
|
132,258 | 88,991 | ||||||
|
Recoverable taxes
|
184,090 | 114,641 | ||||||
|
Other current assets
|
49,155 | 65,956 | ||||||
| 2,161,933 | 1,527,457 | |||||||
|
Property, plant, and equipment, net
|
4,146,499 | 2,259,427 | ||||||
|
Goodwill
|
1,362,071 | 888,793 | ||||||
|
Intangible assets, net
|
602,263 | 243,142 | ||||||
|
Accounts receivable from Federal Government
|
187,385 | 139,700 | ||||||
|
Judicial deposits
|
94,083 | 73,975 | ||||||
|
Other non-current assets
|
440,672 | 288,608 | ||||||
| 6,832,973 | 3,893,645 | |||||||
|
Total assets
|
8,994,906 | 5,421,102 | ||||||
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Liabilities and shareholders’ equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Trade accounts payable
|
320,044 | 197,220 | ||||||
|
Taxes payable
|
121,203 | 69,042 | ||||||
|
Salaries payable
|
79,497 | 40,237 | ||||||
|
Current portion of long-term debt
|
471,061 | 781,664 | ||||||
|
Derivative financial instruments
|
43,067 | 28,894 | ||||||
|
Dividends payable
|
24,696 | - | ||||||
|
Other liabilities
|
111,971 | 47,641 | ||||||
| 1,171,539 | 1,164,698 | |||||||
|
Long-term liabilities:
|
||||||||
|
Long-term debt
|
2,845,667 | 1,251,095 | ||||||
|
Estimated liability for legal proceedings
|
294,605 | 497,648 | ||||||
|
Taxes payable
|
381,805 | 151,476 | ||||||
|
Deferred income taxes
|
408,832 | 40,377 | ||||||
|
Other long-term liabilities
|
209,402 | 175,043 | ||||||
| 4,140,311 | 2,115,639 | |||||||
|
Shareholders’ equity:
|
||||||||
|
Common shares class A1, $.01 par value. 1,000,000,000 shares authorized; 174,355,341 shares issued and outstanding
|
1,743 | 1,743 | ||||||
|
Common shares class B1, $.01 par value. 96,332,044 shares authorized, issued and outstanding
|
963 | 963 | ||||||
|
Common shares class B2, $.01 par value. 92,554,316 shares authorized
|
- | - | ||||||
|
Additional paid-in capital
|
1,932,117 | 1,926,733 | ||||||
|
Accumulated other comprehensive income (loss)
|
167,103 | (243,607 | ) | |||||
|
Retained earnings (accumulated losses)
|
242,264 | (89,595 | ) | |||||
|
Equity attributable to shareholders of Cosan Ltd
|
2,344,190 | 1,596,237 | ||||||
|
Equity attributable to noncontrolling interests
|
1,338,866 | 544,528 | ||||||
|
Total shareholders’ equity
|
3,683,056 | 2,140,765 | ||||||
|
Total liabilities and shareholders’ equity
|
8,994,906 | 5,421,102 | ||||||
See accompanying notes to consolidated financial statements.
COSAN LIMITED
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, except share data)
|
March 31,
2010
|
March 31,
2009
|
April 30,
2008
|
||||||||||
|
Net sales
|
8,283,151 | 2,926,460 | 1,491,233 | |||||||||
|
Cost of goods sold
|
(7,223,265 | ) | (2,621,861 | ) | (1,345,592 | ) | ||||||
|
Gross profit
|
1,059,886 | 304,599 | 145,641 | |||||||||
|
Selling expenses
|
(470,322 | ) | (213,257 | ) | (168,623 | ) | ||||||
|
General and administrative expenses
|
(271,260 | ) | (140,147 | ) | (115,127 | ) | ||||||
|
Operating income (loss)
|
318,303 | (48,805 | ) | (138,109 | ) | |||||||
|
Other income (expenses):
|
||||||||||||
|
Financial income (expenses), net
|
203,680 | (370,806 | ) | 116,767 | ||||||||
|
Gain on tax recovery program
|
144,857 | - | - | |||||||||
|
Other
|
34,089 | (2,290 | ) | (3,670 | ) | |||||||
|
Income (loss) before income taxes and equity in income (loss) of affiliates
|
700,931 | (421,901 | ) | (25,012 | ) | |||||||
|
Income taxes (expense) benefit
|
(184,781 | ) | 144,690 | 19,810 | ||||||||
|
Income (loss) before equity in income (loss) of affiliates
|
516,150 | (277,211 | ) | (5,202 | ) | |||||||
|
Equity in income (loss) of affiliates
|
(10,254 | ) | 6,128 | (239 | ) | |||||||
|
Net income (loss)
|
505,896 | (271,083 | ) | (5,441 | ) | |||||||
|
Loss (net income) attributable to noncontrolling interests
|
(174,037 | ) | 82,995 | 22,004 | ||||||||
|
Net income (loss) attributable to Cosan Ltd.
|
331,859 | (188,088 | ) | 16,563 | ||||||||
|
Per-share amounts attributable to Cosan Ltd.
|
||||||||||||
|
Earnings (loss) from continuing operations
|
||||||||||||
|
Basic and diluted
|
1.23 | (0.76 | ) | 0.09 | ||||||||
|
Weighted number of shares outstanding
|
||||||||||||
|
Basic and diluted
|
270,687,385 | 246,868,311 | 174,893,145 | |||||||||
See accompanying notes to consolidated financial statements.
COSAN LIMITED
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, except share data)
|
Capital stock
|
||||||||||||||||||||||||||||||||||||
|
Common
number of
class A shares
|
Common
number of
class B shares
|
Common
amount of
class A shares
|
Common
amount of
class B shares
|
Additional
paid-in capital
|
Retained
earnings (accumulated
losses)
|
Accumulated
other comprehensive income (loss)
|
Noncontrolling interests
|
Total
|
||||||||||||||||||||||||||||
|
Balances at April 30, 2007
|
- | 96,332,044 | - | 963 | 354,022 | 81,930 | 36,696 | 463,551 | 937,162 | |||||||||||||||||||||||||||
|
Issuance of common shares for cash
|
111,678,000 | - | 1,117 | - | 1,117,316 | - | - | 372,955 | 1,491,388 | |||||||||||||||||||||||||||
|
Public Tender Offering for Shares
|
18,232,812 | - | 182 | - | 250,774 | - | - | (141,879 | ) | 109,077 | ||||||||||||||||||||||||||
|
Stock compensation
|
- | - | - | - | 3,466 | - | - | 3,837 | 7,303 | |||||||||||||||||||||||||||
|
Dilution on exercise of Cosan S.A. stock options
|
- | - | - | - | (2,438 | ) | - | - | 1,629 | (809 | ) | |||||||||||||||||||||||||
|
Net income
|
- | - | - | - | - | 16,563 | - | (22,004 | ) | (5,441 | ) | |||||||||||||||||||||||||
|
Currency translation adjustment
|
- | - | - | - | - | - | 135,145 | 118,675 | 253,820 | |||||||||||||||||||||||||||
|
Total comprehensive income
|
248,379 | |||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances at April 30, 2008
|
129,910,812 | 96,332,044 | 1,299 | 963 | 1,723,140 | 98,493 | 171,841 | 796,764 | 2,792,500 | |||||||||||||||||||||||||||
|
Issuance of common shares for cash
|
44,444,529 | - | 444 | - | 199,556 | - | - | 7,328 | 207,328 | |||||||||||||||||||||||||||
|
Exercise of stock options in subsidiary
|
- | - | - | - | - | - | - | 4,770 | 4,770 | |||||||||||||||||||||||||||
|
Issuance of subsidiary shares to non controlling interest
|
- | - | - | - | - | - | - | 7,670 | 7,670 | |||||||||||||||||||||||||||
|
Stock compensation
|
- | - | - | - | 4,037 | - | 1,820 | 5,857 | ||||||||||||||||||||||||||||
|
Pension plan
|
- | - | - | - | - | - | 1,629 | 734 | 2,363 | |||||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (188,088 | ) | - | (82,995 | ) | (271,083 | ) | ||||||||||||||||||||||||
|
Currency translation adjustment
|
- | - | - | - | - | - | (417,077 | ) | (191,563 | ) | (608,640 | ) | ||||||||||||||||||||||||
|
Total comprehensive loss
|
- | - | - | - | - | - | - | (877,360 | ) | |||||||||||||||||||||||||||
|
Balances at March 31, 2009
|
174,355,341 | 96,332,044 | 1,743 | 963 | 1,926,733 | (89,595 | ) | (243,607 | ) | 544,528 | 2,140,765 | |||||||||||||||||||||||||
|
Acquisition of Teaçu
|
- | - | - | - | 52,651 | - | - | 93,320 | 145,971 | |||||||||||||||||||||||||||
|
Issuance of subsidiary shares to non controlling interest
|
- | - | - | - | 9,840 | - | (1,735 | ) | 246,123 | 254,228 | ||||||||||||||||||||||||||
|
Acquisition of non-controlling interest in subsidiary
|
- | - | - | - | (17,739 | ) | - | - | (11,485 | ) | (29,224 | ) | ||||||||||||||||||||||||
|
Sale of warrants in subsidiary
|
- | - | - | - | (4,594 | ) | - | - | 4,594 | - | ||||||||||||||||||||||||||
|
Exercise of stock options in subsidiary
|
- | - | - | - | (2,372 | ) | - | (251 | ) | 5,961 | 3,339 | |||||||||||||||||||||||||
|
Exercise of common stock warrants in subsidiary
|
- | - | - | - | (34,480 | ) | - | 3,441 | 62,232 | 31,192 | ||||||||||||||||||||||||||
|
Acquisition of TEAS
|
- | - | - | - | - | - | - | 9,075 | 9,075 | |||||||||||||||||||||||||||
|
Stock compensation
|
- | - | - | - | 2,078 | - | - | 1,241 | 3,319 | |||||||||||||||||||||||||||
|
Net income
|
- | - | - | - | - | 331,859 | - | 174,037 | 505,896 | |||||||||||||||||||||||||||
|
Pension plan
|
- | - | - | - | - | - | 18,804 | 11,395 | 30,199 | |||||||||||||||||||||||||||
|
Unrealized gain on available-for-sale securities
|
- | - | - | - | - | - | 4,258 | - | 4,258 | |||||||||||||||||||||||||||
|
Currency translation adjustment
|
- | - | - | - | - | - | 386,193 | 197,845 | 584,038 | |||||||||||||||||||||||||||
|
Total comprehensive income
|
1,124,391 | |||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances at March 31, 2010
|
174,355,341 | 96,332,044 | 1,743 | 963 | 1,932,117 | 242,264 | 167,103 | 1,338,866 | 3,683,056 | |||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
COSAN LIMITED
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars)
|
March 31,
2010
|
March 31,
2009
|
April 30,
2008
|
||||||||||
|
Cash flow from operating activities:
|
||||||||||||
|
Net (loss) income attributable to Cosan Limited
|
331,859 | (188,088 | ) | 16,563 | ||||||||
|
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
488,516 | 290,739 | 236,065 | |||||||||
|
Deferred income taxes
|
143,322 | (145,328 | ) | (52,438 | ) | |||||||
|
Interest, monetary and exchange variation
|
(131,448 | ) | 497,342 | (43,684 | ) | |||||||
|
Gain on tax recovery program
|
(144,857 | ) | - | - | ||||||||
|
Net loss (income) attributable to noncontrolling interests
|
174,037 | (82,995 | ) | (22,004 | ) | |||||||
|
Others
|
7,600 | 14,465 | 15,248 | |||||||||
|
Decrease/increase in operating assets and liabilities
|
||||||||||||
|
Trade accounts receivable, net
|
1,356 | (23,694 | ) | (57,107 | ) | |||||||
|
Inventories
|
126,164 | (85,891 | ) | (31,739 | ) | |||||||
|
Advances to suppliers
|
37,362 | 21,091 | (8,363 | ) | ||||||||
|
Recoverable taxes
|
(20,535 | ) | (32,858 | ) | (44,543 | ) | ||||||
|
Trade accounts payable
|
(26,117 | ) | 33,426 | 33,702 | ||||||||
|
Derivative financial instruments
|
(111,077 | ) | 4,365 | 90,383 | ||||||||
|
Taxes payable
|
192,482 | (17,072 | ) | (19,588 | ) | |||||||
|
Other assets and liabilities, net
|
(257,691 | ) | (28,924 | ) | (54,902 | ) | ||||||
|
Net cash provided by operating activities
|
810,973 | 256,578 | 57,593 | |||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Restricted cash
|
(18,650 | ) | 29,312 | (25,886 | ) | |||||||
|
Marketable securities
|
- | 558,761 | (670,980 | ) | ||||||||
|
Proceeds from sales of the Aviation business
|
58,431 | - | - | |||||||||
|
Proceeds from sales of property, plant and equipment
|
5,959 | 160,703 | - | |||||||||
|
Additions of property, plant and equipment
|
(1,081,484 | ) | (606,155 | ) | (642,886 | ) | ||||||
|
Acquisitions, net of cash acquired and other investments
|
(9,007 | ) | (930,411 | ) | (101,961 | ) | ||||||
|
Net cash used in investing activities
|
(1,044,751 | ) | (787,790 | ) | (1,441,713 | ) | ||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of common stock
|
- | 200,000 | 1,118,433 | |||||||||
|
Capital increase in subsidiaries from minorities
|
57,405 | 11,247 | 324,351 | |||||||||
|
Treasury stock
|
- | (1,979 | ) | - | ||||||||
|
Related parties
|
(85,593 | ) | (15,823 | ) | - | |||||||
|
Payments of dividends from subsidiaries
|
- | - | (44,935 | ) | ||||||||
|
Additions of long-term debts
|
2,020,673 | 789,549 | 117,533 | |||||||||
|
Payments of long-term debts
|
(1,839,524 | ) | (111,079 | ) | (492,052 | ) | ||||||
|
Net cash provided by financing activities
|
152,961 | 871,915 | 1,023,330 | |||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
195,708 | 99,704 | 112,625 | |||||||||
|
Net increase (decrease) in cash and cash equivalents
|
114,891 | 440,407 | (248,165 | ) | ||||||||
|
Cash and cash equivalents at beginning of year
|
508,784 | 68,377 | 316,542 | |||||||||
|
Cash and cash equivalents at end of year
|
623,675 | 508,784 | 68,377 | |||||||||
|
Supplemental cash flow information
|
||||||||||||
|
Cash paid for:
|
||||||||||||
|
Interest
|
208,367 | 74,049 | 124,502 | |||||||||
|
Income taxes
|
33,403 | 3,855 | 18,787 | |||||||||
|
Non-cash transactions:
|
||||||||||||
|
Acquisitions paid with equity
|
435,405 | - | 250,774 | |||||||||
See accompanying notes to consolidated financial statements.
F-9
COSAN LIMITED
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
1.
|
Operations
|
Cosan Limited (“Cosan” and “the Company”) was incorporated in Bermuda as an exempted company on April 30, 2007. In connection with its incorporation, Cosan Limited issued 1,000 shares of common stock for US$10.00 to Mr. Rubens Ometto Silveira Mello, who indirectly controls Cosan S.A. Indústria e Comércio and its subsidiaries (“Cosan S.A.”).
The companies included in the consolidated financial statements have as their primary activity the production of ethanol and sugar, the marketing and distribution of fuel and lubricants in Brazil, and logistics services in the state of São Paulo, Brazil. They are constantly pursuing opportunities to capitalize on the growing demand for ethanol and sugar in the world. They are focused on increasing production capacity through expansion of existing facilities, development of greenfield projects and, as opportunities present themselves, acquisitions.
Cosan S.A. was the predecessor to Cosan and was the primary operating business in the consolidated group prior to reorganization in August, 2007. In contemplation of an initial public offering on August 1, 2007, Aguassanta Participações S.A. and Usina Costa Pinto S.A. Açúcar e Álcool, controlling shareholders of Cosan S.A. and both indirectly controlled by Mr. Rubens Ometto Silveira Mello, the controlling shareholder, contributed their common shares of Cosan S.A. to Cosan in exchange for 96,332,044 of our class B1 common shares. The common shares contributed to the Company by Aguassanta Participações S.A. and Usina Costa Pinto S.A. Açúcar e Álcool consisted of 96,332,044 common shares of Cosan, representing 51.0% of Cosan S.A. outstanding common shares. As a result of this reorganization Cosan Ltd. became the controlling shareholder of Cosan S.A.. The reorganization was accounted for as a reorganization of companies under common control in a manner similar to a pooling of interests.
On August 17, 2007, the Company concluded its global offering of 111,678,000 class A common shares which resulted in gross proceeds in the amount of US$1,171,027. As a result of the global offering, Cosan’s shares are traded on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (Bovespa) by BDR (Brazilian Depositary Receipts).
The costs directly attributable to the offering were charged against the gross proceeds of the offering in a total amount of US$52,594. Therefore the net proceeds related to the IPO totaled US$1,118,433.
F-10
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
1.
|
Operations (Continued)
|
On April 23, 2008, Cosan S.A. entered into an agreement with ExxonMobil International Holding B.V., or “Exxon”, for the acquisition of 100% of the capital of Esso Brasileira de Petróleo Ltda. and its subsidiaries (“Essobrás”), a distributor and seller of fuels and producer and seller of lubricants and specialty petroleum products of ExxonMobil in Brazil. On December 1, 2008 the Company completed the acquisition of all of the outstanding shares of Essobrás (see further discussion regarding this acquisition at Note 8). On January 16, 2009 the Company changed the corporate name of Essobrás to Cosan Combustíveis e Lubrificantes S.A. (“Cosan CL”).
On July 17, 2008, the Board Director’s approved the modification of the end of fiscal year from April 30 to March 31 of each year. Therefore the consolidated statements of operations and cash flows presented in these financial statements lack comparison to the eleven month period ended March 31, 2009.
On August 28, 2008, Cosan S.A. announced the incorporation of a new affiliate named Radar Propriedades Agrícolas S.A. (“Radar”), which engages in farm real estate investments in Brazil. The initial capital contribution was US$185,000, of which US$35,000 was invested by Cosan (18.92%) and US$150,000 by another shareholder (81.08%). On August 25, 2009, an additional capital contribution of US$33,262, was approved, of which US$6,293 (18.92%) was invested by Cosan and the remainder by the other shareholder. On December 15, 2009, an additional capital contribution of US$8,944, was approved, of which US$1,692 (18.92%) was invested by Cosan and the remainder by the other shareholder.
On April 9, 2009, Cosan S.A. entered into an agreement with Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) to acquire 100% of the outstanding shares of Teaçu Armazéns Gerais S.A. (“Teaçu”). Teaçu operates a port terminal concession in the city of Santos. In connection with this acquisition the Company concentrated its port concessions in the subsidiary Rumo Logística S.A. See further discussion regarding this acquisition at Note 8.
On June 17, 2009, Cosanpar Participações S.A. (“Cosanpar”), a wholly-owned subsidiary of Cosan S.A. sold its aviation fuel business that was acquired in the Essobrás acquisition, to Shell Brasil Ltda. for US$58,431 cash. The results of operations of this business were recorded in the fuel distribution and lubricants segment. The carrying value of the net assets sold was US$40,084, which resulted in a gain net of taxes of US$19,150.
F-11
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
1.
|
Operations (Continued)
|
On June 18, 2009, Cosan S.A. entered into an agreement with Rezende Barbosa to acquire 100% of the outstanding shares of Curupay S.A. Participações (“Curupay”). The principal investment of Curupay was 100% of the outstanding shares of Cosan Alimentos S.A. (former Nova América S.A. Agroenergia). Cosan Alimentos S.A. (“Cosan Alimentos”) is a producer of sugar, ethanol and energy co-generation which also operates in trading and logistics. See further discussion regarding this acquisition at Note 8.
On November 24, 2009, Cosan S.A. entered into an agreement with Crystalsev Comércio e Representação Ltda and Plínio Nastari Consultoria e Participações Ltda to acquire 26,7% of the outstanding shares of TEAS Terminal Exportador de Álcool de Santos S.A. (“TEAS”). As a result, this increased its ownership percentage from 40,0% to 66,7% of the TEAS’s capital. TEAS operates a port terminal concession in the city of Santos. See further discussion regarding this acquisition at Note 8.
On November 12, 2009, the Company, through its subsidiary Rumo Logística S.A., acquired a 14.28% interest in Logispot, represented by 166,590 common shares, for $11,606 cash. Logispot is a logistics hub and warehouse based in the city of Sumaré.
On February 1, 2010, the Company announced that it, along with Royal Dutch Shell, had reached a non-binding memorandum of understanding, to expire in 180 days, to form a joint venture for a combined 50/50 investment. Cosan will contribute its sugar and ethanol and its distribution assets to the joint venture while Shell will contribute its distribution assets in Brazil. Shell will also make a fixed cash contribution in the amount of US$1,625 billion over a 2 year period. The closing of this transaction is dependent upon the conclusion of the negotiations.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
2.
|
Presentation of the consolidated financial statements
|
Basis of presentation
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which differs in certain respects from accounting principles generally accepted in Brazil (“Brazilian GAAP”), which Cosan S.A. uses to prepare its statutory consolidated financial statements as filed with the Brazilian Securities Commission - CVM (“Comissão de Valores Mobiliários”).
The functional currency and the reporting currency of Cosan is the U.S. dollar. The Brazilian real is the currency of the primary economic environment in which Cosan S.A. and its subsidiaries located in Brazil operate and generate and expend cash and is the functional currency, except for the foreign subsidiaries in which U.S. dollar is the functional currency. However, Cosan S.A. utilizes the U.S. dollar as its reporting currency. The accounts of Cosan S.A. are maintained in Brazilian reais, which have been translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”. The assets and liabilities are translated from reais to U.S. dollars using the official exchange rates reported by the Brazilian Central Bank at the balance sheet date and revenues, expenses, gains and losses are translated using the average exchange rates for the period. The translation gain or loss is included in the accumulated other comprehensive income component of shareholders’ equity, and in the statement of comprehensive income (loss) for the period in accordance with the criteria established in ASC 220 “Comprehensive Income”.
The exchange rate of the Brazilian real (R$) to the U.S. dollar (US$) was R$1,7810=US$1.00 at March 31, 2010, R$2.3152=US$1.00 at March 31, 2009 and R$1.6872=US$1.00 at April 30, 2008.
|
3.
|
Significant accounting policies
|
|
|
a.
|
Principles of consolidation
|
The consolidated financial statements include the accounts and operations of Cosan and its subsidiaries. All significant intercompany accounts and transactions are eliminated upon consolidation.
F-13
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
The following subsidiaries were included in the consolidated financial statements for the year ended March 31, 2010, eleven-month period ended March 31, 2009 and the year ended April 30, 2008.
|
Ownership % direct and indirect
|
|||||||||
|
2010
|
2009
|
2008
|
|||||||
|
Cosan S.A. Indústria e Comércio
|
62.27%
|
62,27%
|
62,27%
|
||||||
|
Administração de Participações Aguassanta Ltda.
|
56.98%
|
56.98%
|
56.98%
|
||||||
|
Cosan S.A. Açúcar e Álcool (1)
|
62.02%
|
62.02%
|
|||||||
|
Águas da Ponta Alta S.A.
|
62.02%
|
62.02%
|
|||||||
|
Vale da Ponte Alta S.A.
|
62.02%
|
62.02%
|
|||||||
|
Agrícola Ponte Alta S.A.
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
Cosan Centroeste S.A. Açúcar e Álcool
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
Barra S.A. Bioenergia
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
DaBarra Alimentos Ltda.
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
Bonfim Nova Tamoio – BNT Agrícola Ltda.
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
Benálcool S.A. Açúcar e Álcool
|
62.02%
|
62.02%
|
61.71%
|
||||||
|
Barrapar Participações S.A.
|
62.02%
|
62.02%
|
|||||||
|
Aliança Indústria e Comércio de Açúcar e Álcool S.A.
|
62.02%
|
62.02%
|
|||||||
|
Cosan Distribuidora de Combustíveis Ltda.
|
62.21%
|
62.27%
|
62.21%
|
||||||
|
Cosan S.A. Bioenergia
|
62.27%
|
62.27%
|
62.27%
|
||||||
|
Cosan International Universal Corporation
|
62.27%
|
62.27%
|
62.27%
|
||||||
|
Cosan Finance Limited
|
62.27%
|
62.27%
|
62.27%
|
||||||
|
Grançucar S.A. Refinadora de Açúcar
|
62.27%
|
62.27%
|
62.27%
|
||||||
|
Cosanpar Participações S.A. (2)
|
-
|
62.27%
|
-
|
||||||
|
Cosan Combustíveis e Lubrificantes S.A.
|
62.27%
|
-
|
-
|
||||||
|
Copsapar Participações S.A.
|
56.04%
|
56.04%
|
-
|
||||||
|
Novo Rumo Logística S.A.
|
57.85%
|
-
|
-
|
||||||
|
Rumo Logística S.A.
|
57.85%
|
-
|
-
|
||||||
|
Cosan Operadora Portuária S.A.
|
57.85%
|
57.85%
|
-
|
||||||
|
Teaçú Armazéns Gerais S.A.
|
57.85%
|
-
|
-
|
||||||
|
Teas Terminal Exportador de Álcool de Santos S.A. (3)
|
41.53%
|
19.83%
|
-
|
||||||
|
Cosan Alimentos S.A. (formerly known as Nova América S.A. – Agroenergia)
|
62.27%
|
-
|
-
|
||||||
|
Pasadena Empreendimentos e Participações S.A. (4)
|
-
|
-
|
-
|
||||||
|
(1)
|
Usina da Barra S/A Açúcar e Álcool was renamed as Cosan S/A Açucar e Alcool;
|
| (2) | In June 23, 2009, Cosan CL incorporated the Cosanpar Participações S/A.; and |
| (3) |
Increase of stockholding with acquisition of control (see Note 8).
|
| (4) |
Immaterial special purpose entity controlled by the Company
|
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
|
b.
|
Revenue recognition
|
Cosan recognizes revenue when title passes to the customer. This is date of shipment when shipped FOB shipping point and date of receipt by customer for certain export sales, which are shipped FOB destination. Selling prices are fixed based on purchase orders or contractual arrangements. Revenue for fuel distribution is recognized when products are delivered to the service station or customer. Provision is made for estimated returns.
Shipping and handling costs are classified as selling expenses in the consolidated statement of income. The shipping and handling costs as of March 31, 2010 amounted to US$179,956 (US$162,927 as of March 31, 2009 and US$165,016 as of April 30, 2008).
Sales incentives on fuel distribution are volume-based incentives and are recognized as a reduction of revenue.
Sales revenue includes taxes collected from customers in the amount of US$420,780 as of March 31, 2010 (US$219,933 as of March 31, 2009 and US$125,848 as of April 30, 2008).
|
|
c.
|
Advertising and sales promotion costs
|
Advertising and sales promotion costs: are recognized when incurred and amounted to US$25,027 as of March 31, 2010 (US$4,079 as of March 31, 2009 and US$1,284 as of April 30, 2008).
|
|
d.
|
Use of estimates
|
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. These estimates and assumptions are reviewed and updated regularly to reflect recent experience.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
|
e.
|
Cash and cash equivalents
|
Cosan considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Excess cash and cash equivalents are invested in short-term, highly liquid money market funds.
|
|
f.
|
Restricted cash
|
The restricted cash amounts are related to deposits of margin requirements with commodities brokers that trade Cosan’s derivative instruments.
|
|
g.
|
Trade accounts receivable and allowance for doubtful accounts
|
Trade accounts receivable are recorded at estimated net realizable value and do not bear interest. The allowance for doubtful accounts is recorded at an amount considered sufficient to cover estimated losses arising on collection of accounts receivable.
|
|
h.
|
Inventories
|
Inventories are valued at the lower of cost or market through average cost of production or acquisition. Cost for finished goods and work-in-progress includes purchased raw materials, labor, maintenance costs of growing crops, depreciation of major maintenance costs and manufacturing and production overhead, which are related to the purchase and production of inventories.
During the development period of growing crops, costs are recorded in property, plant and equipment. After the development period, annual maintenance costs of growing crops become a portion of the cost of the current-year crop, along with harvesting costs, depreciation of the plants, and allocated overhead costs. Annual maintenance costs include cultivation, spraying, pruning, and fertilizing. The annual maintenance costs are allocated to cost of production based on the amount of sugarcane milled during the harvest period.
Cosan’s harvest period in Brazil begins between the months of March and April each year and ceases normally in the months of November and December. From January to April Cosan performs its major maintenance activities, as described at item j below.
F-16
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
|
i.
|
Investment in affiliated companies
|
Investments in affiliates in which Cosan exercises significant influence over the operating and financial policies are accounted for using the equity method.
|
|
j.
|
Property, plant and equipment
|
Property, plant and equipment are recorded at cost of acquisition, formation or construction, including interest incurred on financing. During the period of construction, costs include land preparation, plants, preparation of planting beds, stakes and wires, cultural care during the development period, and overhead. Amortization of sugarcane plants is calculated using the straight-line method at a rate of 20% per annum as Cosan harvests these plants during a five-year average period.
Depreciation is calculated using the straight-line method at rates that take into account the estimated useful life of the assets: 25 years for buildings; 10 years for machinery and equipment; 7 years for furniture, fixtures and computer equipment; 5 years for vehicles; 25 years for leasehold improvements; and 5 years for sugarcane plant development costs.
Cosan performs planned major maintenance activities in its industrial facilities on an annual basis. This generally occurs during the months from January to March, with the purpose to inspect and replace components. The annual major maintenance costs include labor, material, outside services, and general or overhead expense allocations during the inter-harvest period. Cosan utilizes the built-in overhaul method to account for the annual costs of major maintenance activities. Thus the estimated cost of the portion of the total cost of a fixed asset which must be replaced on an annual basis is recorded as a separate component of the cost of fixed assets and depreciated over its separate estimated useful life. It is then replaced in connection with the annual major maintenance activities. Costs of normal periodic maintenance are charged to expense as incurred since the parts replaced do not enhance or maintain the crushing capacity or provide betterments to the fixed assets.
Impairment of long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If the expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized at that time to reduce the asset to the lower of its fair value or its net book value.
F-17
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
k.
|
Asset retirement obligations
|
Retirement of long-lived assets is accounted for in accordance with ASC 410 “Accounting for Asset Retirement Obligations”. The retirement obligations of the subsidiary Cosan CL relate to the legally required obligation to remove underground fuel tanks upon retirement, the initial measurement of which is recognized as a liability discounted to present values and subsequently accreted through earnings. An asset retirement cost equal to the initial estimated liability is capitalized as part of the related asset’s carrying value and depreciated over the asset’s useful life.
|
l.
|
Goodwill and other intangible assets
|
Cosan tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter after the annual forecasting process is completed. Furthermore, goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
|
m.
|
Environmental matters
|
Cosan’s production facilities and its plantation activities in Brazil are both subject to environmental regulations. Cosan diminishes the risks associated with environmental matters, through operating procedures and controls and investments in pollution control equipment and systems. Cosan believes that no provision for losses related to environmental matters is currently required, based on existing Brazilian laws and regulations.
F-18
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
n.
|
Estimated liability for legal proceedings and labor claims
|
Determination of the estimated liability for legal proceedings and labor claims involves considerable judgment on the part of management. In accordance with ASC 450, “Accounting for Contingencies”, a contingency is an existing condition, situation, or set of circumstances involving uncertainty as to possible gain or loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Cosan is subject to various claims, legal, civil and labor proceedings covering a wide range of matters that arise in the ordinary course of business activities. Cosan accrues such liabilities when it determines that losses are probable and can be reasonably estimated. The balances are adjusted to account for changes in circumstances in ongoing issues and the establishment of additional reserves for emerging issues. Actual results could differ from estimates.
|
o.
|
Income taxes
|
Deferred income taxes are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards.
In accordance with ASC 740, “Accounting for Uncertainty in Income Taxes”, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in estimate occurs.
The Company records interest related to unrecognized tax benefits in interest expense and penalties in financial expenses.
Valuation allowances are established when management determines that it is more likely than not that the deferred tax assets will not be realized.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
p.
|
Earnings (losses) per share
|
Earnings (losses) per share are computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share are calculated by adjusting average outstanding shares for the impact of conversion of all potentially dilutive options.
|
q.
|
Share-based compensation
|
Cosan S.A.’s share based compensation plan, which was adopted on August 30, 2005, is accounted for in accordance with ASC 718, Share-Based Payments, which requires it to recognize expense related to the fair value of its share-based compensation awards. Compensation expense for all share-based compensation awards granted was based on the grant-date fair value estimated in accordance with the provisions of ASC 718 and the expense has been recognized for share based awards on a straight-line basis over the requisite service period of the award. For purpose of estimating the fair value of options on their date of grant, Cosan S.A. uses a binomial model.
|
r.
|
Derivative financial instruments
|
Cosan accounts for derivative financial instruments utilizing ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, as amended. As part of Cosan’s risk management program, it uses a variety of financial instruments, including commodity futures contracts, forward currency agreements, interest rate and foreign exchange swap contracts and option contracts. Cosan recognizes all derivative instruments as non-hedge transactions. The derivative instruments are measured at fair value and the gains or losses resulting from the changes in fair value of the instruments are recorded in financial income or financial expense.
F-20
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
s.
|
Fair Value Measurements
|
On May 1, 2008, Cosan adopted the provisions of ASC 820, “Fair Value Measurements and Disclosures”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial assets and liabilities items that are recognized or disclosed at fair value in the financial statements on a recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
|
t.
|
Recently adopted accounting standards
|
FASB Accounting Standards Codification
In September 2009, the Accounting Standards Codification (“ASC”) became the source of authoritative U.S. GAAP recognized by the Financial Accounting Standards Board (“FASB”) for nongovernmental entities, except for certain FASB Statements not yet incorporated into ASC. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative U.S. GAAP for registrants. The authoritative guidance mentioned in these financial statements includes the applicable ASC reference.
Subsequent Events
The Company, adopted ASC 855, “Subsequent Events”, which established general accounting standards and disclosure for subsequent events, during the year ended March 31, 2010.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
t.
|
Recently adopted accounting standards (continued)
|
Noncontrolling Interests
Effective April 1, 2009, the Company adopted new accounting guidance ASC 810, “Consolidation”, which changed the accounting for and the reporting of an entity’s minority ownership. Such minority ownership, previously referred to as minority interest, is now referred to as noncontrolling interests. The adoption of this guidance resulted in the reclassification of amounts previously attributable to minority interest and classified in the mezzanine outside of shareholders’ equity, to a separate component of shareholders’ equity titled “Noncontrolling Interests” in the consolidated balance sheets and statement of changes in shareholders’ equity and comprehensive income (loss).
Additionally, net income and comprehensive income attributable to noncontrolling interests are shown separately from consolidated net income and comprehensive income in the consolidated statements of operations and statements of changes in shareholders’ equity and comprehensive income (loss). Prior period financial statements have been reclassified to conform to the current year presentation as required by ASC 810.
|
u.
|
New Accounting Pronouncements
|
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which will require companies to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value hierarchies and information on purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The ASU is effective prospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2009. The new disclosures about purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements is effective for interim and annual reporting periods beginning after December 15, 2010. The Company expects that the adoption of ASU 2010-06 will not have a material impact on its consolidated financial statements.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
3.
|
Significant accounting policies (Continued)
|
|
u.
|
New Accounting Pronouncements(continued)
|
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to Financial Accounting Standards Board Interpretation No. 46(R), included in ASC Subtopic 810-10, Consolidations — Overall. This guidance is intended to improve financial reporting by enterprises involved with variable interest entities by requiring ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and addresses concerns regarding the timely and usefulness of information about an enterprise’s involvement in a variable interest entity. This guidance is effective for interim and annual reporting periods beginning after November 15, 2009, with early application prohibited. The Company does not believe the adoption will have a material impact on its consolidated financial statements.
|
4.
|
Cash and cash equivalents
|
|
2010
|
2009
|
|||||||
|
Local currency
|
||||||||
|
Cash and bank accounts
|
59,513 | 64,644 | ||||||
|
Highly liquid investments
|
492,430 | 422,989 | ||||||
|
Foreign currency
|
||||||||
|
Bank accounts
|
71,732 | 21,151 | ||||||
| 623,675 | 508,784 | |||||||
|
5.
|
Derivative financial instruments
|
Cosan uses derivative financial instruments to manage its exposure related to sugar price variations in the international market, interest rate and exchange rate variation. The instruments are commodity futures contracts, forward currency agreements, interest rate and foreign exchange swap contracts, and option contracts. Cosan recognizes all derivatives on the balance sheet at fair value through profit or loss.
Cosan does not have any derivatives that are designated as hedging instruments as of March 31, 2010.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
5.
|
Derivative financial instruments (continued)
|
The following table summarizes the notional value of derivative financial instruments as well as the related amounts recorded in balance sheet accounts:
|
Balance sheet location
|
Notional amounts
|
Carrying value asset (liability)
|
|||||||||||||||
|
Derivative Financial Instruments
|
March 31,
2010
|
March 31,
2009
|
March 31,
2010
|
March 31,
2009
|
|||||||||||||
|
Commodities derivatives
|
|||||||||||||||||
|
Future contracts:
|
|||||||||||||||||
|
Purchase commitments - sugar
|
Current assets (liabilities)
|
102,725 | 61 | (19,128 | ) | (4 | ) | ||||||||||
|
Sell commitments
|
Current assets
|
558,385 | 182,943 | 82,229 | 4,163 | ||||||||||||
|
Swap agreements
|
Current assets
|
56,594 | - | 607 | - | ||||||||||||
|
Options:
|
|||||||||||||||||
|
Purchased
|
Current assets
|
145,517 | - | 12,777 | - | ||||||||||||
|
Written
|
Current assets (liabilities)
|
457,841 | 64,366 | (19,362 | ) | (2,906 | ) | ||||||||||
|
Foreign exchange and interest rate derivatives
|
|||||||||||||||||
|
Forward contracts:
|
|||||||||||||||||
|
Sale commitments
|
Current assets (liabilities)
|
573,250 | 184,653 | 4,490 | (23,035 | ) | |||||||||||
|
Purchase commitments
|
Current assets (liabilities)
|
571,500 | - | (4,226 | ) | - | |||||||||||
|
Swap agreements:
|
|||||||||||||||||
|
Senior notes
|
Current (liabilities)
|
- | 246,501 | - | (2,949 | ) | |||||||||||
| Interest Libor | Current assets (liabilities) | 300,000 | - | (351 | ) | - | |||||||||||
|
Future contracts
|
|||||||||||||||||
|
Sale commitments
|
Current assets
|
487,800 | 372,230 | 20,527 | 3,189 | ||||||||||||
|
Options
|
|||||||||||||||||
|
Purchased
|
Current assets
|
372,568 | - | 8,826 | - | ||||||||||||
|
Total assets
|
129,456 | 7,352 | |||||||||||||||
|
Total liabilities
|
(43,067 | ) | (28,894 | ) | |||||||||||||
|
6.
|
Inventories
|
|
2010
|
2009
|
|||||||
|
Finished goods:
|
||||||||
|
Sugar
|
52,561 | 47,195 | ||||||
|
Ethanol
|
31,573 | 86,809 | ||||||
|
Lubricants and Fuel (Gasoline, Diesel and Ethanol)
|
149,613 | 120,108 | ||||||
| 233,747 | 254,112 | |||||||
|
Annual maintenance cost of growing crops
|
243,709 | 167,576 | ||||||
|
Others
|
110,264 | 56,104 | ||||||
| 587,720 | 477,792 | |||||||
F-24
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
7.
|
Property, plant and equipment, net
|
|
2010
|
2009
|
|||||||
|
Land and rural properties
|
506,627 | 401,074 | ||||||
|
Machinery, equipment and installations
|
2,759,044 | 1,285,524 | ||||||
|
Vehicles
|
168,875 | 123,867 | ||||||
|
Furniture, fixtures and computer equipment
|
71,254 | 44,600 | ||||||
|
Buildings
|
580,160 | 229,322 | ||||||
|
Leasehold improvements and others
|
264,693 | 153,432 | ||||||
|
Construction in progress
|
811,395 | 395,200 | ||||||
|
Sugarcane plant development costs
|
807,757 | 655,306 | ||||||
| 5,969,805 | 3,288,325 | |||||||
|
Accumulated depreciation and amortization
|
(1,823,306 | ) | (1,028,898 | ) | ||||
|
Total
|
4,146,499 | 2,259,427 | ||||||
|
8.
|
Acquisitions
|
a. Teaçu Armazéns Gerais S.A.
On April 9, 2009, Cosan S.A., through its 90% owned subsidiary, Copsapar Participações S.A., which owns 100% of Novo Rumo Logística S.A. (“Novo Rumo”), acquired 100% of the outstanding shares of Teaçu Armazéns Gerais S.A. (“Teaçu”) from Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) for $52,985 cash and issuance of 90,736,131 shares of Novo Rumo, equivalent to 28.82% of its share capital. Teaçu holds a port concession in the city of Santos and operates a terminal dedicated to exporting sugar and other agricultural products. This acquisition combines the Santos port operations previously held separately by Cosan S.A. and Teaçu.
As a result of this transaction, Cosan S.A. reduced its indirect share ownership in Novo Rumo to 64.06%.
The acquisition-date fair value of the consideration transferred totaled $167,303, which consisted of the following:
|
Cash
|
52,985 | |||
|
Common stock at fair value
|
114,318 | |||
|
Total consideration transferred
|
167,303 |
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
In the absence of a quoted market price, the fair value of common stock included in the consideration transferred was calculated using an income approach using the present value of estimated future net cash flows.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company has finalized the allocation of the consideration transferred as of March 31, 2010.
a. Teaçu Armazéns Gerais S.A. (Continued)
|
Description
|
||||
|
Property, plant and equipment
|
44,417 | |||
|
Intangible assets
|
138,424 | |||
|
Inventories
|
1,209 | |||
|
Other assets
|
26,566 | |||
|
Long-term debt including current installments
|
(18,933 | ) | ||
|
Trade accounts payable
|
(485 | ) | ||
|
Estimated liability for legal proceedings and labor claims
|
(3,289 | ) | ||
|
Deferred income taxes
|
(45,523 | ) | ||
|
Other liabilities
|
(3,117 | ) | ||
|
Net assets acquired
|
139,269 | |||
|
Consideration transferred, net of cash acquired
|
167,008 | |||
|
Goodwill
|
27,739 | |||
The goodwill of $27,739 arising from the acquisition, which will be substantially deductible for tax purposes and consists largely of the synergies and economies of scale expected from combining the port operations of Cosan S.A. and Teaçu. The goodwill was assigned to the Sugar Logistics operating segment.
F-26
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
a. Teaçu Armazéns Gerais S.A. (Continued)
The purchase price to acquire Teaçu was allocated based on the fair value of the assets acquired and liabilities assumed. The Company obtained an independent valuation of its property, plant and equipment, intangible assets, long-term debt, and internally determined the fair value of its other assets and liabilities. The initial purchase price allocation has been adjusted primarily as a result of refinements in the Company’s assumptions relating to property, plant and equipment, intangible assets and other assets and liabilities. These adjustments have resulted in a change in the determination of the amounts of deferred taxes upon the completion of the valuation. As a result of these changes, goodwill, as previously disclosed, has been changed as follows:
|
Provisional goodwill
|
102,052 | |||
|
Intangible assets – port concession granted by the government
|
(138,424 | ) | ||
|
Adjustments of fair value of PP&E
|
(4,193 | ) | ||
|
Adjustments of fair value of other assets and liabilities
|
4,051 | |||
|
Deferred income tax
|
47,467 | |||
|
Change in consideration transferred of common stock at fair value
|
16,786 | |||
|
Goodwill
|
27,739 |
b. Curupay S.A. Participações
On June 18, 2009, Cosan S.A. acquired 100% of the outstanding shares of Curupay S.A. Participações from Rezende Barbosa, through the issuance of 44,300,389 common shares valued at $7.25 per share (fair value at the acquisition date) and a total consideration transferred of US$321,087. The assets acquired include the non-controlling interest in Novo Rumo representing 28.82% of its outstanding shares which were issued in the Teaçu acquisition, and 100% of the outstanding shares of two operating companies, Nova América S.A. Trading and Cosan Alimentos (collectively referred to as “Nova América”). Nova América is a producer of sugar, ethanol and energy co-generation and also operates in trading and logistics.
With the acquisition of the noncontrolling interest of Novo Rumo, Cosan S.A. increased its share ownership in Novo Rumo to 92.88%. This transaction was a change in ownership interest without a loss of control and accounted for as a transaction in shareholders’ equity of Cosan S.A.
COSAN LIMITED
Notes to the consolidated financial statements
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
b. Curupay S.A. Participações (continued)
The following table summarizes the assets acquired and liabilities assumed in relation to Nova América. These amounts are final as valuations of intangible assets, fixed assets and other assets and liabilities were concluded as of March 31, 2010.
|
Description
|
||||
|
Property, plant and equipment
|
455,651 | |||
|
Intangible assets
|
125,491 | |||
|
Noncontrolling interest in Novo Rumo
|
68,180 | |||
|
Inventories
|
61,323 | |||
|
Account receivables
|
62,215 | |||
|
Recoverable taxes
|
12,527 | |||
|
Related parties
|
34,846 | |||
|
Other assets
|
100,555 | |||
|
Long-term debt including current installments
|
(604,234 | ) | ||
|
Trade accounts payable
|
(80,936 | ) | ||
|
Estimated liability for legal proceedings and labor claims
|
(10,461 | ) | ||
|
Taxes and contributions payable
|
(28,821 | ) | ||
|
Deferred income taxes
|
(24,359 | ) | ||
|
Other liabilities
|
(64,802 | ) | ||
|
Net assets acquired
|
107,175 | |||
|
Consideration transferred, net of cash acquired
|
294,605 | |||
|
Goodwill
|
187,430 | |||
The goodwill of $187,430 arising from the acquisition was assigned to the Sugar and Ethanol segment.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
b. Curupay S.A. Participações (continued)
The purchase price to acquire Curupay was allocated based on the fair value of the assets acquired and liabilities assumed. The Company obtained an independent valuation of its property, plant and equipment, intangible assets, long-term debt, and internally determined the fair value of its other assets and liabilities. The initial purchase price allocation has been adjusted primarily as a result of refinements in the Company’s assumptions relating to property, plant and equipment, intangible assets and other assets and liabilities. These adjustments have resulted in a change in the determination of the amounts of deferred taxes upon the completion of the valuation. As a result of these changes, goodwill, as previously disclosed, has been changed as follows:
|
Provisional goodwill
|
290,519 | |||
|
Intangible assets – Trademark (“União”) and Purchase Contracts
|
(125,491 | ) | ||
|
Adjustments of fair value of PP&E
|
(85,000 | ) | ||
|
Adjustments of fair value of recoverable taxes
|
9,569 | |||
|
Adjustments of fair value of receivables
|
33,669 | |||
|
Adjustments of fair value of other assets and liabilities
|
(3,171 | ) | ||
|
Deferred income tax
|
67,335 | |||
|
Goodwill
|
187,430 |
c. TEAS Terminal Exportador de Álcool de Santos S.A.
On November 24, 2009, the Company acquired, for US11,574 cash, an additional 26.7% interest, represented by 10,527,295 common shares, of TEAS Terminal Exportador de Álcool de Santos S.A. (“TEAS”) from Crystalsev Comércio e Representação Ltda and Plínio Nastari Consultoria e Participações Ltda. As a result of this transaction, Cosan S.A. increased its direct share ownership in TEAS from 40.0% to 66.7% and obtained control of TEAS. TEAS holds a port concession in the city of Santos and operates a terminal dedicated to exporting ethanol.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
c. TEAS Terminal Exportador de Álcool de Santos S.A. (continued)
The acquisition date fair value of the consideration transferred totaled US$22,800, which consisted of the following:
|
Cash
|
11,574 | |||
|
Acquisition date fair value of initial 40% investment
|
11,226 | |||
|
Total
|
22,800 |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. The company is in the process of analyzing the necessity to obtain valuations of certain intangible assets and fixed assets; thus, the provisional measurements of intangible assets, fixed assets and goodwill are subject to change.
|
Description
|
||||
|
Property, plant and equipment
|
12,089 | |||
|
Other assets
|
489 | |||
|
Trade accounts payable
|
(74 | ) | ||
|
Other liabilities
|
(206 | ) | ||
|
Non-controlling interest
|
(3,574 | ) | ||
|
Net assets acquired
|
8,724 | |||
|
Consideration transfered, net of cash acquired
|
12,917 | |||
|
Goodwill
|
4,193 | |||
The provisional goodwill of US$4,193 arising from the acquisition consists largely of the synergies and economies of scale expected from combining the Ethanol operations of Cosan S.A. and TEAS. The provisional goodwill was assigned to Sugar and Ethanol operating segment.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
d. Logispot Armazens Gerais Ltda. (“Logispot”)
On November 12, 2009, Cosan S.A., through its subsidiary Rumo Logística S.A., acquired a 14.28% interest in Logispot, represented by 166,590 common shares, for US$11,606 cash. Logispot is a logistics hub and warehouse based in the city of Sumaré.
e. Cosan CL (formerly Essobrás)
On December 1, 2008, Cosan S.A. and its subsidiary Usina da Barra S.A. Açúcar e Álcool (“Usina da Barra”), through Cosan S.A.’s subsidiary Cosanpar Participações Ltda. (“Cosanpar”), acquired, for US$714,353 cash and US$8,289 in transaction costs, 100 percent of the outstanding shares of Cosan CL, a distributor in Brazil of oil products, ethanol, lubricants, and aviation fuel as well as an operator of convenience stores. The network of service stations to which Cosan CL distributes such products
is comprised of more than 1,500 service stations. The results of Cosan CL operations have been included in the consolidated financial statements since the acquisition date.
As additional consideration for the purchase, Cosan will pay to the sellers as a contingent payment an amount based on a percentage of gross revenues of Cosan CL and other amounts based on the quantity of barrels of some ExxonMobil products sold during a 10 year period. These contingent payments will be recorded as additional cost of the acquired entity when the contingency is resolved.
The liabilities assumed in the acquisition include Notes issued by Cosan CL on December 16, 1999 and December 10, 1999 pursuant to a Note Purchase Agreement dated December 8, 1999, as amended, in the aggregate principal amount of US$175,000, plus accrued interest on such amount which was held by ExxonMobil Capital N.V.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
e. Cosan CL (formerly Essobrás) (continued)
From March 1992 until December 2001 Cosan CL did not pay the COFINS tax levied on sales or this tax was paid and used to offset or otherwise applied against other taxes on the sale of fuels and other oil derivatives which have been discussed with the taxing authorities. During this period Cosan CL has made judicial deposits, which are restricted cash placed on deposit with the court and are held in judicial escrow for certain COFINS cases. The sellers have agreed to indemnify Cosan for any COFINS matters and any losses related thereto if Cosan CL loses these proceedings. If Cosan CL wins the proceedings, Cosan must pay the judicial deposits and related interest to the sellers. Provision for contingencies net of judicial deposits in the amount of US$18,468 related to this matter, is included in net assets acquired.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the acquisition:
|
Cosan CL
|
||||
|
Description
|
US$
|
|||
|
Trade accounts receivable
|
134,634 | |||
|
Inventories
|
141,167 | |||
|
Property, plant and equipment
|
440,296 | |||
|
Intangible assets
|
167,054 | |||
|
Other assets
|
108,154 | |||
|
Loans and financings
|
(25,638 | ) | ||
|
Trade accounts payable
|
(79,680 | ) | ||
|
Deferred income taxes
|
(92,637 | ) | ||
|
Notes payable to ExxonMobil Capital N.V.
|
(175,327 | ) | ||
|
Estimated liability for legal proceedings and labor claims (Note 14)
|
(111,608 | ) | ||
|
Estimated liability for unrecognized tax benefits (Note 16)
|
(34,605 | ) | ||
|
Actuarial liability
|
(31,338 | ) | ||
|
Other liabilities
|
(41,107 | ) | ||
|
Net assets (liabilities) acquired (assumed)
|
399,365 | |||
|
Consideration transferred, net of cash acquired
|
711,858 | |||
|
Goodwill
|
312,493 | |||
Goodwill relating to the Cosan CL acquisition, which is substantially based on future profitability will be substantially deductible for tax purposes, and has been assigned to the Fuel Distribution and Lubricants operating segment.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
f. Cosan S.A. 6.24%
On September 19, 2008, the board of directors of Cosan S.A. approved a capital increase of US$456,084 through issuance of 55,000,000 previously unissued registered common shares without par value in a private subscription at an issuance price of US$8.29 each. October 22, 2008 was the deadline to exercise the right of capital subscription, approved in the meeting of the board of directors on September 19, 2008. Since a large number of the minority shareholders did not exercise their preemptive rights, Cosan Limited, the controlling shareholder, subscribed for and paid up 54,993,482 common shares valued at US$456,034, and the minority shareholders subscribed for and paid up 6,518 common shares, valued at US$50. As a result, Cosan Limited increased its holding of company’s common shares from 171,172,252 to 226,165,734. This transaction, which generated immaterial negative goodwill, increased Cosan Limited’s ownership percentage from 62.81% to 69.05% of the Company’s capital.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the acquisition:
|
Cosan S.A.
6.24%
|
||||
|
Description
|
US$
|
|||
|
Property, plant and equipment
|
162,283 | |||
|
Intangible assets
|
6,862 | |||
|
Other assets
|
146,075 | |||
|
Loans and financings
|
(83,454 | ) | ||
|
Trade accounts payable
|
(13,215 | ) | ||
|
Deferred income taxes
|
(5,220 | ) | ||
|
Estimated liability for legal proceedings and labor claims
|
(34,031 | ) | ||
|
Other liabilities
|
(54,932 | ) | ||
|
Net assets (liabilities) acquired (assumed)
|
124,368 | |||
|
Consideration transferred, net of cash acquired
|
124,368 | |||
|
Goodwill
|
- | |||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
g. Cosan S.A. 6.7%
Cosan S.A. and Cosan announced the Share Acquisition Voluntary Public Offering (OPA) where Cosan aimed to acquire up to 100% of the unowned common shares of Cosan S.A. through and exchange for Class A shares depositary receipts (BDRs), for Class A shares, issued by Cosan. Upon the conclusion of the OPA on April 18, 2008, 18,232,812 shares of Cosan were exchanged, representing an increase in its interest in Cosan S.A. of 6.7%. With the OPA, Cosan became the holder of 62.8% of the Cosan S.A.’s total common shares.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the acquisition:
|
Cosan S.A.
6.7%
|
||||
|
Description
|
US$
|
|||
|
Property, plant and equipment
|
202,208 | |||
|
Intangible assets
|
2,779 | |||
|
Other assets
|
176,578 | |||
|
Loans and financings
|
(87,065 | ) | ||
|
Other liabilities
|
(95,657 | ) | ||
|
Net assets (liabilities) acquired (assumed)
|
198,843 | |||
|
Purchase price, net of cash acquired
|
- | |||
|
Acquisition paid with equity
|
250,774 | |||
|
Goodwill
|
51,931 | |||
h. Cosan S.A. 5.4%
At the Extraordinary General Meeting held by Cosan S.A. on December 5, 2007, a capital increase of US$967,198 was approved, through issue of 82,700,000 common registered uncertified shares without par value, by means of private subscription, at the issue price of US$11.70 each. On January 23, 2008, the period for exercising the capital subscription rights ended. Cosan subscribed and paid in 56,607,396 common shares in the amount of US$662,038, followed by subscription and payment by minority shareholders of 26,092,604 common shares equivalent to US$305,160. As a result of the subscription of shares, Cosan holds 152,939,440 common shares, increasing its proportionate interest of Cosan S.A.’s capital from 50.8% to 56.1%.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
8.
|
Acquisitions (Continued)
|
h. Cosan S.A. 5.4% (continued)
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the acquisition:
|
Cosan S.A.
5.4%
|
||||
|
Description
|
US$
|
|||
|
Property, plant and equipment
|
135,858 | |||
|
Intangible assets
|
2,147 | |||
|
Other assets
|
128,905 | |||
|
Loans and financings
|
(71,924 | ) | ||
|
Other liabilities
|
(76,038 | ) | ||
|
Net assets (liabilities) acquired (assumed)
|
118,948 | |||
|
Purchase price, net of cash acquired
|
151,544 | |||
|
Goodwill
|
32,596 | |||
The following unaudited pro forma financial information presents the pro forma results of operations of Cosan and the acquired companies as if the acquisitions had occurred at the beginning of the years presented. The unaudited pro forma financial information does not purport to be indicative of the results that would have been obtained if the acquisitions had occurred as of the beginning of the years presented or that may be obtained in the future:
|
2010
|
2009
|
|||||||
|
Net sales
|
8,380,069 | 6,686,752 | ||||||
|
Net (loss) income
|
327,084 | (223,910 | ) | |||||
|
Basic and diluted EPS (loss per share) per thousand shares (US$)
|
1.21 | (0.91 | ) | |||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
9.
|
Goodwill and other intangible assets
|
Goodwill
The carrying amounts of goodwill by reporting segment as of March 31, 2010 and 2009 are as follows:
|
Sugar and
Ethanol
segment
(S&E)
|
Sugar
Logistics
segment
(Rumo)
|
Fuels
Distribution
and
Lubricants
segment
(CCL)
|
Total
|
|||||||||||||
|
Balance as of April 30, 2008
|
772,590 | - | - | 772,590 | ||||||||||||
|
Acquisitions
|
- | - | 312,493 | 312,493 | ||||||||||||
|
Total tax benefit applied to reduce goodwill
|
(11,736 | ) | - | - | (11,736 | ) | ||||||||||
|
Effect of currency translation
|
(185,408 | ) | - | 854 | (184,554 | ) | ||||||||||
|
Balance as of March 31, 2009
|
575,446 | - | 313,347 | 888,793 | ||||||||||||
|
Acquisitions
|
187,430 | 27,739 | - | 215,169 | ||||||||||||
|
Sale of Esso´s aviation business
|
- | - | (19,374 | ) | (19,374 | ) | ||||||||||
|
Addition related to determinable and estimable contingent consideration.
|
- | - | 26,208 | 26,208 | ||||||||||||
|
Effect of currency translation
|
153,430 | 7,927 | 90,918 | 252,275 | ||||||||||||
|
Balance as of March 31, 2010
|
915,306 | 35,666 | 411,099 | 1,362,071 | ||||||||||||
There are no accumulated impairment losses.
Other intangible assets
|
As of March 31, 2010
|
|||||||||||||
|
Weighted
|
|||||||||||||
|
Gross
|
average
|
Net
|
|||||||||||
|
Carrying
|
amortization
|
Accumulated
|
Carrying
|
||||||||||
|
Amount
|
period
|
amortization
|
Amount
|
||||||||||
|
Intangible assets subject to amortization:
|
|||||||||||||
|
Favorable operating leases
|
126,615 |
16 years
|
(46,624 | ) | 79,991 | ||||||||
|
Trademark (“Barra”)
|
8,648 |
15 years
|
(3,652 | ) | 4,996 | ||||||||
|
Trademark (“Esso”)
|
70,130 |
5 years
|
(18,701 | ) | 51,429 | ||||||||
|
Trademark ("União")
|
49,663 |
50 years
|
(828 | ) | 48,835 | ||||||||
|
Port concession
|
177,977 |
27 years
|
(6,592 | ) | 171,385 | ||||||||
|
Purchase Contract
|
87,313 |
18 years
|
(4,042 | ) | 83,271 | ||||||||
|
Customer base – Esso
|
150,904 |
29 years
|
(6,938 | ) | 143,966 | ||||||||
|
Software
|
46,912 |
5 years
|
(28,522 | ) | 18,390 | ||||||||
|
Total
|
718,161 | (115,899 | ) | 602,263 | |||||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
9.
|
Goodwill and other intangible assets (Continued)
|
Other intangible assets (Continued)
|
As of March 31, 2009
|
|||||||||||||
|
Weighted
|
|||||||||||||
|
Gross
|
average
|
Net
|
|||||||||||
|
Carrying
|
amortization
|
Accumulated
|
Carrying
|
||||||||||
|
Amount
|
period
|
amortization
|
Amount
|
||||||||||
|
Intangible assets subject to amortization:
|
|||||||||||||
|
Favorable operating leases
|
97,401 |
16 years
|
(30,036 | ) | 67,365 | ||||||||
|
Trademark (“Barra”)
|
7,104 |
15 years
|
(2,426 | ) | 4,678 | ||||||||
|
Trademark (“Esso”)
|
53,949 |
5 years
|
(3,597 | ) | 50,352 | ||||||||
|
Customer base - Esso
|
116,084 |
29 years
|
(7,738 | ) | 108,346 | ||||||||
|
Software
|
27,526 |
5 years
|
(15,125 | ) | 12,401 | ||||||||
|
Total
|
302,064 | (59,922 | ) | 243,142 | |||||||||
The intangible assets identified in each acquisition were valued based on the benefit that each acquired company had in contracts with third parties with market benefits/discounts. The intangible assets are amortized on the straight-line method based on the contract periods.
No significant residual value is estimated for these intangible assets. The following table represents the total estimated amortization of intangible assets for the five succeeding fiscal years:
|
2011
|
49,174 | |||
|
2012
|
49,800 | |||
|
2013
|
39,792 | |||
|
2014
|
34,835 | |||
|
2015
|
24,636 | |||
|
Thereafter
|
405,026 | |||
| 602,263 |
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
10.
|
Accounts receivable from Federal Government
|
The subsidiary Cosan Açúcar e Álcool has several indemnification suits filed against the Federal Government. The suits relate to product prices that did not conform to the reality of the market, which were mandatorily established at the time the sector was under the Government‘s control.
In connection with one of these suits, a final and unappealable decision in the amount of US$149,121 was rendered in September 2006 in favor of Usina de Barra. This has been recorded as a gain in the statement of operations in 2007. Since the recorded amount is substantially composed of interest and monetary restatement, it was recorded in financial income and in a non-current receivable on the balance sheet. In connection with the settlement process, the form of payment continues to be negotiated with the government.
At March 31, 2010, the receivable and corresponding lawyers’ fees totaled US$187,385 and US$22,486 (US$139,700 and US$16,764 at March 31, 2009), respectively.
|
11.
|
Taxes payable
|
Cosan Ltd. is incorporated in Bermuda which has no income taxes. The following relates to Brazilian taxes of Cosan S.A. and its subsidiaries.
Taxes payable are summarized as follows:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Tax Recovery Program – Federal REFIS (1)
|
- | 71,591 | ||||||
|
Special Tax Payment Program – PAES (1)
|
230 | 28,472 | ||||||
|
Tax Recovery from Brazilian Law No 11.941/09 and MP 470/09
|
373,650 | - | ||||||
|
Income Tax and Social Contribution
|
50,471 | 71,747 | ||||||
|
Others
|
78,657 | 48,708 | ||||||
| 503,008 | 220,518 | |||||||
|
Current liabilities
|
(121,203 | ) | (69,042 | ) | ||||
|
Long-term liabilities
|
381,805 | 151,476 | ||||||
|
(1)
|
These tax recovery programs have been reassessed and transferred to the Tax Recovery from Brazilian Law No 11.941/09 and MP 470/09, except for the recovery program related to PAES – salário educação.
|
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
11.
|
Taxes payable (Continued)
|
On May 27, 2009 and October 13, 2009, Law 11.941 and MP 470 were approved by the Brazilian government creating a tax recovery program, permitting the taxpayer to settle its federal tax debts, previous recovery programs, and other federal taxes under court discussions with discounts on previously charged penalties and interest and in installments.
Additionally, it was permitted for the taxpayer to offset a portion of the penalties and interest due with its balance of income tax loss carry forwards. MP470 also allowed taxpayers to use tax losses to offset the principal balance related to IPI taxes (credit premium, Note 15).
During the year, Cosan S.A. and subsidiaries joined the tax recovery program and the following effects were recorded:
|
2010
|
||||
|
Tax payable and related estimated liability for legal proceedings before joining the tax recovery program Law 11.941 and MP 470
|
898,802 | |||
|
Legal reductions
|
(348,604 | ) | ||
|
Net balance overdue on tax recovery program Law 11.941 and MP 470
|
550,198 | |||
|
Tax payable and related estimated liability for legal proceedings recorded before joining the tax recovery program Law 11.941 and MP 470
|
(701,985 | ) | ||
|
Current translation adjustment
|
6,930 | |||
|
Gain on tax recovery program
|
(144,857 | ) | ||
|
Net balance overdue on tax recovery program Law 11.941 and MP 470
|
550,198 | |||
|
Amortization of Judicial Deposits
|
(56,620 | ) | ||
|
Use of income tax loss carry forward
|
(114,488 | ) | ||
|
Installments paid
|
(16,444 | ) | ||
|
Interest
|
11,004 | |||
|
Tax Recovery from Brazilian Law No 11.941/09 and MP 470/09 as of March 31, 2010
|
373,650 | |||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
12.
|
Long-term debt
|
Long-term debt is summarized as follows:
|
Index
|
Average
annual
interest rate
|
March 31,
2010
|
March 31,
2009
|
||||||||||
|
Resolution No. 2471 (PESA)
|
IGP-M
|
4.0% | 297,243 | 215,631 | |||||||||
|
Senior notes due 2009
|
US Dollar
|
9.0% | - | 37,386 | |||||||||
|
Senior notes due 2014
|
US Dollar
|
9.5% | 354,433 | - | |||||||||
|
Senior notes due 2017
|
US Dollar
|
7.0% | 405,258 | 405,389 | |||||||||
|
IFC
|
US Dollar
|
7.4% | - | 49,362 | |||||||||
|
Perpetual notes
|
US Dollar
|
8.3% | 455,820 | 456,463 | |||||||||
|
BNDES
|
TJLP
|
2.6% | 520,068 | 99,561 | |||||||||
|
Floating rate notes
|
Libor
|
2.8% | - | 151,207 | |||||||||
|
Promissory notes
|
DI
|
3.0% | - | 501,888 | |||||||||
|
Export credit notes
|
DI
|
2.4% | 212,660 | - | |||||||||
|
Credit Notes
|
DI
|
6.2% | 102,656 | - | |||||||||
|
Export Pre-payment
|
US Dollar
|
5.2% | 547,230 | - | |||||||||
|
Others
|
Various
|
Various
|
421,360 | 115,872 | |||||||||
| 3,316,728 | 2,032,759 | ||||||||||||
|
Current liability
|
(471,061 | ) | (781,664 | ) | |||||||||
|
Long-term debt
|
2,845,667 | 1,251,095 | |||||||||||
Long-term debt has the following scheduled maturities:
|
2012
|
339,803 | |||
|
2013
|
416,660 | |||
|
2014
|
128,182 | |||
|
2015
|
473,201 | |||
|
2016
|
59,509 | |||
|
2017
|
459,584 | |||
|
2018
|
57,385 | |||
|
2019 and thereafter
|
911,343 | |||
| 2,845,667 |
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
12.
|
Long-term debt (Continued)
|
Resolution No. 2471 - Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA
To extend the repayment period of debts incurred by Brazilian agricultural producers, the Brazilian government passed Law 9.138 followed by Central Bank Resolution 2,471, which, together, formed the PESA program. PESA offered certain agricultural producers with certain types of debt the opportunity to acquire Brazilian treasury bills (“CTNs”) in an effort to restructure their agricultural debt. The face value of the Brazilian treasury bills was the equivalent of the value of the restructured debt and was for a term of 20 years.
The acquisition price was calculated by the present value, discounted at a rate of 12% per year or at the equivalent of 10.4% of its face value. The CTNs were deposited as a guarantee with a financial institution and cannot be renegotiated until the outstanding balance is paid in full. The outstanding balance associated with the principal is adjusted in accordance with the IGP-M until the expiration of the restructuring term, which is also 20 years, at which point the debt will be discharged in exchange for the CTNs. Because the CTNs will have the same face value as the outstanding balance at the end of the term, it will not be necessary to incur additional debt to pay PESA debt.
On July 31, 2003, the Central Bank issued Resolution 3,114, authorizing the reduction of up to five percentage points of PESA related interest rates, effectively lowering the above-mentioned rates to 3%, 4% and 5%, respectively. The CTNs held by Cosan as of March 31, 2010 and March 31, 2009 amounted to US$133,039 and US$91,717, respectively, and considered as restricted cash and are classified as other non-current assets.
Senior notes due 2017
On January 26, 2007, the wholly-owned subsidiary Cosan Finance Limited issued US$400,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in November 2017 and bear interest at a rate of 7% per annum, payable semi-annually. The senior notes are guaranteed by Cosan, and its subsidiary, Cosan Açúcar e Álcool.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
12.
|
Long-term debt (Continued)
|
Senior notes due 2014
On August 4, 2009, the indirect subsidiary CCL Finance Limited issued US$ 350,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in August 2014 and bear interest at a rate of 9.5% per annum, payable semi-annually in February and August of each year, from February of 2010.
Perpetual notes
On January 24 and February 10, 2006, Cosan issued perpetual notes which are listed on the Luxembourg Stock Exchange - EURO MTF. These notes bear interest at a rate of 8.25% per year, payable quarterly on May 15, August 15, November 15 and February 15 of each year, beginning May 15, 2006.
These notes may, at the discretion of Cosan, be redeemed on any interest payment date subsequent to February 15, 2011. The notes are guaranteed by Cosan and by Cosan Açúcar e Álcool.
Promissory Notes
On November 17, 2008, the Company issued one series of 44 registered promissory notes for US$520,024. The notes which are due in one year, will bear interest, due at maturity, at the average rates of DI - Interbank Deposits plus 3%.
On November 12, 2009, the Company fully paid this debt. At this date, the amount paid totaled US$703,801.
Export Pre-payment Notes
During the third quarter of 2009, the Company obtained funds from export pre-payment notes at the total amount of US$530,000. The export pre-payment notes are due from 2012 through 2014, and bear interest of Libor plus 5.2%
BNDES
Refers to the financing of cogeneration projects, as well as the financing of Jataí and Caarapó greenfields (sugar and ethanol mills).
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
12.
|
Long-term debt (Continued)
|
Credit Notes
The Company executed several credit note agreements with several financial institutions during 2010 which will be paid through export operations during 2012. The credit notes bear interest at rates between 2.1% and 6.2% per annum, payable semi-annually.
Covenants
Cosan and its subsidiaries are subject to certain restrictive covenants related to their indebtedness.
At March 31, 2010, Cosan was in compliance with its debt covenants.
|
13.
|
Related parties
|
Assets and liabilities with related parties are summarized as follows:
|
Assets
|
||||||||
|
March 31, 2010
|
March 31, 2009
|
|||||||
|
Cosan Alimentos S.A.
|
- | 13,123 | ||||||
|
Rezende Barbosa S.A. Administração e Participações
|
48,889 | - | ||||||
|
Vertical UK LLP
|
- | 11,597 | ||||||
|
Others
|
10,780 | - | ||||||
| 59,669 | 24,720 | |||||||
|
Current (*)
|
(13,958 | ) | (24,720 | ) | ||||
|
Noncurrent (*)
|
45,711 | - | ||||||
|
Liabilities
|
||||||||
|
March 31, 2010
|
March 31, 2009
|
|||||||
|
Logispot Armazéns Gerais S.A.
|
6,313 | - | ||||||
|
Others
|
1,781 | 1,926 | ||||||
| - | ||||||||
|
Current (*)
|
8,094 | 1,926 | ||||||
(*) included in other current and noncurrent assets or liabilities captions
The amount receivable from Cosan Alimentos S.A. referred to an intercompany loan not subject to interest.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
13.
|
Related parties (Continued)
|
A receivable of US$ 48,889 with Rezende Barbosa S.A. Administração e Participações related to credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos and intercompany loans.
The amount receivable from the affiliate Vertical UK LLP, located in British Virgin Islands, refers to ethanol trading, whith an average maturity date of 30 days.
The payable to Logispot is related to the remaining payment in connection with the interest acquired. (Note 8)
Cosan conducts some of its operations through various joint ventures and other partnership forms which are principally accounted for using the equity method. The statement of operations includes the following amounts resulting from transactions with related parties:
|
2010
|
2009
|
2008
|
||||||||||
|
Transactions involving assets:
|
||||||||||||
|
Cash received due to the sale of finished products and assets and services held, net of payments
|
(159,734 | ) | (242,320 | ) | (36,773 | ) | ||||||
|
Sale of finished products and services
|
137,147 | 122,381 | 46,410 | |||||||||
|
Sale of real estate (land) (Note 21)
|
- | 13,967 | - | |||||||||
|
Sale of interest in a subsidiary (Note 21)
|
- | 123,649 | - | |||||||||
|
Added through acquisition
|
39,240 | |||||||||||
|
Financial Income
|
9,624 | - | - | |||||||||
|
Transactions involving liabilities:
|
||||||||||||
|
Payment of financial resources, net of funding
|
2,698 | - | - | |||||||||
|
Financial income
|
(172,721 | ) | 178,455 | - | ||||||||
|
Other
|
- | (2,700 | ) | (395 | ) | |||||||
The purchase and sale of products are carried out at arm’s length and unrealized profit or losses with consolidated companies have been eliminated. Those operations are also carried out at prices and under conditions similar to those existing in the market.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
13.
|
Related parties (Continued)
|
At March 31, 2010, Cosan S.A. and its subsidiaries were lessees of approximately 68,000 hectares (unaudited) (35,000 hectares (unaudited) in 2009) of affiliated companies land and its related party Radar Propriedades Agrícolas S.A., which is controlled by another shareholder. These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA (São Paulo State Council of Sugarcane, Sugar and Ethanol Producers).
|
14.
|
Pension and other postretirement benefits
|
|
|
a)
|
Description of the plans
|
The Company’s subsidiary Cosan CL has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement.
|
|
b)
|
Changes in plan assets and plan liabilities
|
Cosan CL performs the actuarial valuation of its defined benefit plan using its March 31 year-end as the measurement date. An actuarial valuation as of the acquisition date was also prepared. Information with respect to Cosan CL’s defined benefit plan is as follows:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Change in benefit obligation
|
||||||||
|
Projected benefit obligation
|
156,505 | 153,171 | ||||||
|
Service cost
|
2,935 | 578 | ||||||
|
Interest cost on pension benefit obligation
|
16,291 | 3,367 | ||||||
|
Benefits payments
|
(10,173 | ) | (1,710 | ) | ||||
|
Actuarial (gain) losses
|
(28,817 | ) | (102 | ) | ||||
|
Effect of exchange rate changes
|
46,041 | 1,201 | ||||||
|
Projected benefit obligation at end of year
|
182,782 | 156,505 | ||||||
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Change in plan assets
|
||||||||
|
Fair value of plan assets at date of acquisition
|
128,382 | 121,518 | ||||||
|
Actual return on plan assets
|
31,638 | 6,218 | ||||||
|
Employer contributions
|
4,503 | 1,371 | ||||||
|
Benefits payments
|
(9,135 | ) | (1,710 | ) | ||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
Effect of exchange rate changes
|
39,841 | 985 | ||||||
|
Fair value of plan assets at end of year
|
195,229 | 128,382 |
|
14.
|
Pension and other postretirement benefits (Continued)
|
|
|
b)
|
Changes in plan assets and plan liabilities (Continued)
|
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Accrued pension cost asset (liability)
|
||||||||
|
Funded status, excess projected benefit obligation over plan assets
|
12,447 | (28,123 | ) | |||||
|
Accrued pension cost – Other non-current assets
|
12,447 | - | ||||||
|
Accrued pension cost – Other current liabilities
|
- | 7,211 | ||||||
|
Accrued pension cost – Other non-current liabilities
|
- | (20,912 | ) | |||||
c) Amounts recognized in accumulated other comprehensive income (loss)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
Pension benefits
|
||||||||
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Unrecognized gains
|
50,202 | 3,553 | ||||||
|
Deferred income taxes
|
(17,068 | ) | (1,208 | ) | ||||
|
Effect of currency translation
|
(2,934 | ) | 19 | |||||
| 30,200 | 2,364 | |||||||
|
|
d)
|
Net periodic benefit cost
|
Net periodic pension cost includes the following components for the period since the date of acquisition:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Service cost
|
2,935 | 578 | ||||||
|
Interest cost on projected benefit obligation
|
16,291 | 3,367 | ||||||
|
Expected return on plan assets:
|
(15,558 | ) | (2,767 | ) | ||||
|
Net periodic pension cost
|
3,668 | 1,178 | ||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
The unrecognized gains that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during the next year is U$3,144 by Cosan S.A. and US$1,958 by Cosan.
|
14.
|
Pension and other postretirement benefits (Continued)
|
|
|
e)
|
Actuarial assumptions
|
Assumptions used for the actuarial calculations were as follows:
Assumptions used to determine benefit obligations:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Discount rate
|
11.08 | % | 9.20 | % | ||||
|
Rate of compensation increase
|
6.07 | % | 5.56 | % | ||||
Assumptions used to determine net periodic benefit cost:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
Discount rate
|
11.08 | % | 9.20 | % | ||||
|
Expected long-term rates of return on plan assets
|
10.48 | % | 10.59 | % | ||||
|
Rate of compensation increase
|
6.07 | % | 5.56 | % | ||||
The discount rate is determined using bond portfolios with an average maturity approximating that of the liabilities or spot yield curves, both of which are constructed using high-quality, local-currency-denominated bonds. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories.
The accumulated benefit obligation is as follows:
|
Accumulated benefit obligation
|
March 31,
2010
|
March 31,
2009
|
||||||
|
Actuarial present value of:
|
||||||||
|
Vested benefit obligation
|
142,967 | 121,362 | ||||||
|
Non-vested benefit obligation
|
20,651 | 17,820 | ||||||
|
Total accumulated benefit obligation
|
163,618 | 139,182 | ||||||
The asset allocations of the Company’s plan assets as of the measurement dates were as follows:
|
Asset allocation (%)
|
||||||||||||
|
March 31,
|
March 31,
|
|||||||||||
|
Asset category
|
2010
|
2009
|
Target
|
|||||||||
|
Equity securities
|
25 | 25 | 25 | |||||||||
|
Debt securities
|
75 | 75 | 75 | |||||||||
|
Total
|
100 | 100 | 100 | |||||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
14.
|
Pension and other postretirement benefits (Continued)
|
|
|
f)
|
Cash flows
|
The expected contribution to the Plan for 2010 of US$4,287, was estimated based on the actual plan cost as of the valuation date. The expected benefit payments for 2010, amounting to US$10,013, were estimated based on the projected benefit obligation as of the valuation date.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
2010
|
10,013 | |||
|
2011
|
10,582 | |||
|
2012
|
11,363 | |||
|
2013
|
12,172 | |||
|
2014
|
12,892 | |||
|
2015 to 2019
|
85,196 |
|
|
g)
|
Investment strategy and policies:
|
The pension plan management implemented an asset investment policy to manage the investments and risk concentration of the Plan.
The investment policy establishes principles and guidance that must be followed in investing the resources of the plan. The Company’s investment goals are to maximize returns subject to specific risk management policies, with a philosophy of investment based on a long term perspective.
Its risk management policies permit investments only in fixed income and equity securities.
The Investment Committee is responsible by the tactical decisions about resource allocations and modifications of the investment policy.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
14.
|
Pension and other postretirement benefits (Continued)
|
The investment in equity securities is targeted to be approximately of 25% of the investment portfolio, with the remaining amount invested in fixed income securities and funds. This target could change depending on the market conditions. The limits of allocation are determined based on the characteristics of the population of participants of the pension plan and actuarial target.
The table below demonstrates how the resources can be allocated:
|
Minimum
|
Maximum
|
Target
|
||||||||||
|
Asset category
|
||||||||||||
|
Fixed Income
|
30 | % | 100 | % | 75 | % | ||||||
|
Equity securities
|
- | 70 | % | 25 | % | |||||||
The risk concentration is mitigated through procedures which permit identifying, evaluating, controlling and monitoring several risks which the plan resources are exposed to, among them market, credit, liquidity, operating, legal and systemic.
|
|
h)
|
Fair value of plan assets by major categories
|
The fair value of investments as of March 31, 2010 is set forth below:
|
March 31,
2010
|
||||
|
Asset category
|
||||
|
Fixed income
|
146,422 | |||
|
Equity securities
|
48,807 | |||
|
Total
|
195,229 | |||
|
Fair value measurement on plan assets at March 31, 2010
|
||||
|
Level 1 / Total
|
||||
|
Asset category
|
||||
|
Fixed income
|
146,422 | |||
|
Equity securities
|
48,807 | |||
|
Total
|
195,229 | |||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
15.
|
Estimated liability for legal proceedings and commitments
|
|
2010
|
2009
|
|||||||
|
Tax contingencies
|
173,924 | 430,342 | ||||||
|
Civil and labor contingencies
|
120,681 | 67,306 | ||||||
| 294,605 | 497,648 | |||||||
Cosan and its subsidiaries are parties in various ongoing labor claims, civil and tax proceedings arising in the normal course of its business. Respective provisions for contingencies were recorded considering those cases in which the likelihood of loss has been rated as probable. Management believes resolution of these disputes will have no effect significantly different than the estimated amounts accrued.
Judicial deposits recorded by Cosan under non-current assets, amounting to US$94,083 at March 31, 2010 (US$73,975 at March 31, 2009) have been made for certain of these suits. Judicial deposits are restricted assets of Cosan placed on deposit with the court and held in judicial escrow pending legal resolution of the related legal proceedings. The company used judicial deposits to pay for a portion of the tax recovery program as discussed in Note 11.
The major tax contingencies as of March 31, 2010 and 2009 are described as follows:
|
2010
|
2009
|
|||||||
|
Credit premium – IPI (i)
|
- | 116,256 | ||||||
|
PIS and Cofins (ii)
|
11,910 | 62,556 | ||||||
|
IPI credits (i)
|
- | 40,049 | ||||||
|
Contribution to IAA (i)
|
- | 36,672 | ||||||
|
IPI – Federal VAT (i)
|
4,692 | 23,626 | ||||||
|
ICMS credits
|
33,824 | 19,966 | ||||||
|
Compensation with Finsocial (iii)
|
97,114 | 70,693 | ||||||
|
Other
|
26,384 | 60,524 | ||||||
| 173,924 | 430,342 | |||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
15.
|
Estimated liability for legal proceedings and commitments (Continued)
|
|
(i)
|
The Company and its subsidiaries opted to settle tax related claims in installments as provided by Brazilian Law No 11.941/09 and in MP 470/09. The Company and its subsidiaries used accumulated tax losses to pay the related fines and interest. Consequently there was a full reduction of the claims related to IPI tax credit, as well as the installment payment of other federal taxes, that were recorded as Taxes Payable (note 11).
|
|
(ii)
|
On May 27, 2009, the 1st and 3rd paragraphs of Brazilian Law No 9718/98 that regulated the collection of PIS and Cofins (federal tax contributions) on exchange variation and other financial income was revoked by Law No 11941/09. The Company evaluated its ongoing judicial demands related to the legal obligations not paid related to the increase in the calculation basis of PIS and Cofins and reversed the related provision at the amount of US$30,213.
|
|
(iii)
|
From June to December of 1994, the subsidiary Cosan CL used tax credits on COFINS taxes based on a favorable court ruling and compensated with other federal taxes. During 2008 the federal tax authorities in Brazil issued an assessment invalidating such compensation and therefore a provision related to this matter was recorded.
|
The detail of the movement in the estimated liability for legal proceedings is as follows:
|
Balance at April 30, 2008
|
494,098 | |||
|
Provision
|
37,731 | |||
|
Business acquisition
|
111,608 | |||
|
Settlements
|
(12,097 | ) | ||
|
Foreign currency translation
|
(133,692 | ) | ||
|
Balance at March 31, 2009
|
497,648 | |||
|
Provision
|
47,732 | |||
|
Business acquisition (see Note 8)
|
14,756 | |||
|
Settlements
|
(409,576 | ) | ||
|
Foreign currency translation
|
144,404 | |||
|
Balance at March 31, 2010
|
294,605 |
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
15.
|
Estimated liability for legal proceedings and commitments (Continued)
|
In addition to the aforementioned claims, Cosan and its subsidiaries are involved in other contingent liabilities relating to tax, civil and labor claims and environmental matters, which have not been recorded, considering their current stage and the likelihood of unfavorable outcomes rated as possible. These claims are broken down as follows:
|
March 31,
2010
|
March 31,
2009
|
|||||||
|
ICMS – State VAT
|
180,988 | 77,052 | ||||||
|
Withholding Income Tax
|
102,652 | 69,730 | ||||||
|
IAA - Sugar and Ethanol Institute
|
1,428 | 31,610 | ||||||
|
IPI - Federal Value-added tax
|
246,190 | 100,722 | ||||||
|
INSS
|
2,280 | 795 | ||||||
|
PIS and COFINS
|
80,604 | 15,529 | ||||||
|
Civil and labor
|
275,403 | 94,599 | ||||||
|
Other
|
66,134 | 34,851 | ||||||
| 955,679 | 424,888 | |||||||
The provisions for tax, civil and labor contingencies are included in the statement of operations as follows:
|
2010
|
2009
|
2008
|
||||||||||
|
Financial expenses
|
23,412 | 26,541 | 20,925 | |||||||||
|
Other income (expenses)
|
16,832 | 11,190 | 4,995 | |||||||||
|
Income taxes
|
- | - | 258 | |||||||||
| 40,244 | 37,731 | 26,178 | ||||||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
15.
|
Estimated liability for legal proceedings and commitments (Continued)
|
Commitments
Sales
Considering that Cosan operates mainly in the commodities market, its sales are substantially made at prices applicable at sales date, and therefore, there are no outstanding orders with amounts involved. However, Cosan has several agreements in the sugar market in which there are commitments of sales involving volumes of these products in future harvest periods.
The commitments to sell sugar by harvest period are as follows (unaudited):
|
(In tons)
|
||||||||
|
Harvest period
|
2010
|
2009
|
||||||
|
2010
|
- | 2,428,000 | ||||||
|
2011
|
2,005,434 | 1,828,000 | ||||||
|
2012
|
1,828,134 | 1,828,000 | ||||||
|
Total
|
3,833,568 | 6,084,000 | ||||||
Purchase
Cosan has entered into several commitments to purchase sugarcane from third parties in order to guarantee part of its production for the next harvest periods. The amount of sugarcane to be purchased was calculated based on an estimation of the sugarcane to be harvested in each geographic area. The amount to be paid by Cosan will be determined for each harvest period at the end of such harvest period according to price of the sugarcane published by CONSECANA.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
15.
|
Estimated liability for legal proceedings and commitments (Continued)
|
The purchase commitments by harvest period as of March 31, 2010 and 2009 are as follows (unaudited):
|
Harvest period
|
2010
|
2009
|
||||||
|
2010
|
- | 18,294,022 | ||||||
|
2011
|
27,029,473 | 15,597,478 | ||||||
|
2012
|
23,600,912 | 13,667,154 | ||||||
|
2013
|
20,112,639 | 9,754,713 | ||||||
|
2014
|
16,345,120 | 5,701,801 | ||||||
|
2015
|
13,667,148 | 3,198,591 | ||||||
|
2016 and thereafter
|
120,129,217 | 5,030,758 | ||||||
|
Total
|
220,884,509 | 71,244,517 | ||||||
As of March 31, 2010, Cosan had a normal capacity to mill 60,000 thousand tons (unaudited) of sugarcane during each harvest period.
In addition, the Company entered into contracts to purchase industrial equipment intended for maintenance and expansion of the mills, and to meet the demand of the electric energy co-generation project, in the total amount of US$185,739 at March 31, 2010 (US$309,602 at March 31, 2009) (unaudited information).
Additionally, the Company through its subsidiary Rumo Logistica S.A. entered into a commitment to purchase railcars, locomotives and invest in rail track improvements aimed at the expansion of the logistics business, as follows:
|
Year ended
|
2010
|
|||
|
2011
|
366,467 | |||
|
2012
|
71,248 | |||
|
2013
|
53,162 | |||
|
Total
|
490,877 | |||
Leases
Cosan also has noncancelable operating leases in Brazil, primarily related to seaport and lands for the plantation of sugarcane, which expire up to the next 20 years.
F-54
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Rental expense for operating leases during 2010, 2009 and 2008 consisted of the following:
|
15.
|
Estimated liability for legal proceedings and commitments (Continued)
|
|
2010
|
2009
|
2008
|
||||||||||
|
Minimum rentals
|
61,062 | 46,233 | 29,767 | |||||||||
|
Contingent rentals
|
60,545 | 44,498 | 65,990 | |||||||||
|
Rental expense
|
121,607 | 90,731 | 95,757 | |||||||||
Future minimum lease payments under noncancelable operating leases (with initial or all remaining lease terms in excess of one year) as of March 31, 2010 are:
|
2010
|
||||
|
Year ending March 31:
|
||||
|
2011
|
73,757 | |||
|
2012
|
66,220 | |||
|
2013
|
65,806 | |||
|
2014
|
66,061 | |||
|
2015
|
65,935 | |||
|
Thereafter
|
760,529 | |||
|
Total minimum lease payments
|
1,098,308 | |||
|
16.
|
Financial income and expenses, net
|
|
2010
|
2009
|
2008
|
||||||||||
|
Financial expenses
|
||||||||||||
|
Interest
|
(211,891 | ) | (142,434 | ) | (149,138 | ) | ||||||
|
Monetary variation – losses
|
(82,360 | ) | (29,978 | ) | (36,844 | ) | ||||||
|
CPMF expenses (1)
|
- | - | (10,376 | ) | ||||||||
|
Bank charges
|
(422 | ) | (935 | ) | (641 | ) | ||||||
|
Interest and fees paid on advanced payment of Senior Notes 2009
|
(275 | ) | - | (16,513 | ) | |||||||
| (294,948 | ) | (173,347 | ) | (213,512 | ) | |||||||
|
Financial income
|
||||||||||||
|
Interest
|
85,523 | 50,865 | 90,453 | |||||||||
|
Monetary variation – Gains
|
6,249 | 4,115 | 17,815 | |||||||||
|
Discounts obtained
|
609 | 171 | (105 | ) | ||||||||
|
Other income
|
- | - | - | |||||||||
| 92,380 | 55,151 | 108,163 | ||||||||||
|
Sub total
|
(202,566 | ) | (118,197 | ) | (105,349 | ) | ||||||
|
Foreign exchange variation, net
|
255,170 | (275,528 | ) | 172,863 | ||||||||
|
Gain on derivatives, net
|
151,076 | 22,918 | 49,253 | |||||||||
|
Financial (Expense) / Income, net
|
203,680 | (370,806 | ) | 116,767 | ||||||||
(1) Tax on Financial Transactions – CPMF
F-55
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
17.
|
Income taxes
|
Cosan is incorporated in Bermuda which has no income taxes. The following relates to Brazilian income taxes of Cosan S.A. and its subsidiaries.
Income tax benefit (expense) attributable to income from continuing operations consists of:
|
2010
|
2009
|
2008
|
||||||||||
|
Income taxes benefit (expense):
|
||||||||||||
|
Current
|
(41,940 | ) | (638 | ) | 21,226 | |||||||
|
Deferred
|
(142,841 | ) | 145,328 | (1,416 | ) | |||||||
| (184,781 | ) | 144,690 | 19,810 | |||||||||
Income taxes differed from the amounts computed by applying the income tax rate of 25% and social contribution tax rate of 9% to income before income taxes due to the following:
|
2010
|
2009
|
2008
|
||||||||||
|
Income (loss) before income taxes
|
700,931 | (421,901 | ) | (25,012 | ) | |||||||
|
Income tax benefit (expense) at statutory rate — 34%
|
(238,317 | ) | 143,446 | 8,504 | ||||||||
|
Increase (reduction) in income taxes resulting from:
|
||||||||||||
|
Nontaxable income of the Company
|
5,441 | (1,344 | ) | 11,913 | ||||||||
|
Equity in earnings of affiliates not subject to taxation
|
(3,486 | ) | 2,083 | (81 | ) | |||||||
|
Tax effect on tax recovery program Law 11.941/09 and MP 470/09
|
31,635 | - | - | |||||||||
|
Tax loss carryforwards Law MP 470/09´s write-off
|
20,543 | - | - | |||||||||
|
Nondeductible goodwill amortization
|
- | (2,621 | ) | (1,952 | ) | |||||||
|
Nondeductible donations, contributions and others
|
(597 | ) | 3,126 | 1,426 | ||||||||
|
Income tax (expense) benefit
|
(184,781 | ) | 144,690 | 19,810 | ||||||||
F-56
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
17.
|
Income taxes (Continued)
|
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2010 and 2009 are presented below:
|
2010
|
2009
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryforwards
|
166,555 | 123,533 | ||||||
|
Estimated liability for legal proceedings and labor claims
|
120,857 | 137,965 | ||||||
|
Sale-leaseback (see Note 21)
|
23,036 | 18,651 | ||||||
|
Other temporary differences
|
14,458 | 63,906 | ||||||
|
Total gross deferred tax assets
|
324,906 | 344,055 | ||||||
|
Deferred tax liabilities:
|
||||||||
|
Deferred tax liabilities on assigned value of the net assets and temporary differences:
|
||||||||
|
Property, plant and equipment
|
(255,011 | ) | (200,729 | ) | ||||
|
Intangibles
|
(197,942 | ) | (77,843 | ) | ||||
|
Exchange variation
|
(103,003 | ) | - | |||||
|
Tax benefit on deductible statutory goodwill amortization
|
(130,319 | ) | (50,966 | ) | ||||
|
Other temporary differences on business acquisition
|
(5,973 | ) | (17,135 | ) | ||||
|
Other temporary differences
|
(41,490 | ) | (29,669 | ) | ||||
|
Total gross deferred tax liabilities
|
(733,738 | ) | (376,342 | ) | ||||
|
Net deferred tax assets/ (liabilities)
|
(408,832 | ) | (32,287 | ) | ||||
|
Recorded as other current assets / (liabilities)
|
- | 8,090 | ||||||
|
Recorded as non-current deferred income taxes liabilities
|
(408,832 | ) | (40,377 | ) | ||||
In assessing the valuation allowance of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. There is no expiration term for the net operating loss carry forwards. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that Cosan will realize the benefits of these deductible differences at March 31, 2010, as well as the net operating loss carry forwards. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.
F-57
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
17.
|
Income taxes (Continued)
|
As of March 31, 2010, Cosan and its subsidiaries have consolidated net operating loss carry forwards for income tax and social contribution tax losses of US$488,176, and US$495,189, respectively. Income tax losses carry forwards and social contribution tax losses may be offset against a maximum of 30% of annual taxable income earned from 1995 forward, with no statutory limitation period.
Cosan accounts for unrecognized tax benefits in accordance with ASC 740, “Accounting for Uncertainly in Income Taxes”. A reconciliation of the beginning and ending amount of unrecognized tax benefits recorded as noncurrent taxes payable, is as follows:
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
Balance at May 1, 2008
|
23,656 | |||
|
Increase through business acquisition
|
34,605 | |||
|
Accrued interest on unrecognized tax benefit
|
1,534 | |||
|
Settlements
|
(48 | ) | ||
|
Effect of foreign currency translation
|
(5,752 | ) | ||
|
Balance at March 31, 2009
|
53,995 | |||
|
Accrued interest on unrecognized tax benefit
|
(21,177 | ) | ||
|
Effect of foreign currency translation
|
16,195 | |||
|
Balance at March 31, 2010
|
49,013 |
It is possible that the amount of unrecognized tax benefits will change in the next twelve months, however, an estimate of the range of the possible change cannot be made at this time due to the long time to reach a settlement agreement or decision with the taxing authorities.
The Company and its subsidiaries file income tax returns in Brazil and they are subject to income tax examinations by the relevant tax authorities for the years 2005 through 2010.
F-58
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
18.
|
Shareholders’ equity
|
|
|
a.
|
Capital
|
On August 1, 2007, Cosan became the controlling shareholder of Cosan S.A. in which it holds 51% interest.
This was carried out by means of a corporate reorganization involving Cosan’s former direct controlling shareholders, Usina Costa Pinto S.A. Açúcar e Álcool (“Usina Costa Pinto”) and Aguassanta Participações S.A. (“Aguassanta Participações”). These shareholders contributed capital to Cosan in the form of Cosan’s common shares, as stated below, thus becoming part of Cosan S.A.’s indirect ownership structure:
|
Shareholder
|
Number of shares of Cosan’s issue contributed as capital to Cosan Limited
|
Interest held
in Cosan
|
||||||
|
Usina Costa Pinto
|
30,010,278 | 15.89% | ||||||
|
Aguassanta Participações
|
66,321,766 | 35.11% | ||||||
| 96,332,044 | 51.00% | |||||||
Subsequently, Aguassanta Participações proceeded with a corporate restructuring involving its interest held in Cosan. As a result of this restructuring, the equity interest formerly held by Aguassanta Participações directly in Cosan turned into indirect interest, by means of holding companies in Brazil and abroad. Upon completion of this corporate restructuring, the ownership structure of Cosan was as follows:
|
Shareholder
|
Class of shares
|
Number of shares
|
Interest
|
||||||||||
|
Usina Costa Pinto
|
B1 | 30,010,278 | 11.09 | % | |||||||||
|
Queluz Holdings Limited
|
B1 | 66,321,766 | 24.50 | % | |||||||||
|
Aguassanta Participações
|
A | 16,111,111 | 5.95 | % | |||||||||
|
Other shareholders
|
A | 158,244,230 | 58.46 | % | |||||||||
| 270,687,385 | 100.00 | % | |||||||||||
Cosan shares owned by Usina Costa Pinto and Queluz Holdings Limited are Class B1 shares, which entitle their holders to 10 votes per share. Other shares are Class A shares, which entitle holders to 1 vote per share.
F-59
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
18.
|
Shareholders’ equity (Continued)
|
|
|
a.
|
Capital (Continued)
|
On August 17, 2007, Cosan concluded its Global Initial Public Offering (IPO) at the New York Stock Exchange by offering 111,678,000 Class A common shares. As of that date, Cosan priced its IPO at US$10.50 per Class A share. As a result of the Global Offering Cosan’s shares are traded on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (BOVESPA) by BDR (Brazilian Depositary Receipts).
Cosan S.A. and Cosan announced the Share Acquisition Voluntary Public Offering (OPA) where Cosan aimed to acquire up to 100% of the unowned common shares of Cosan S.A. through and exchange for Class A shares depositary receipts (BDRs), for Class A shares issued by Cosan.
Upon the conclusion of the OPA on April 18, 2008, 18,232,812 shares of Cosan were exchanged, representing an increase in its interest in Cosan S.A. of 6.7%.
On October 27, 2008, Cosan Limited announced the results of the subscription of its class A common shares by certain investment funds managed by no Gávea Investimentos Ltda. (“Gávea Funds”) and by Queluz Holding Limited, the controlling shareholder of the Company.
In accordance with the terms of the private placement announced on October 16, 2008, (i) the Gávea Funds subscribed 33,333,333 class A common shares and/or Brazilian Depositary Receipts, or “BDRs”, each representing one class A common share, at the issue price of US$4.50 per share and/or BDR, in the amount of US$150 million; and (ii) Queluz Holding Limited subscribed 11,111,111 new class A common shares at the same price, in the amount of US$50 million.
As a result of the private placement and the subscription offer, the Company issued 44,444,529 new class A common shares and/or BDRs and its share capital now consists of:
|
Shareholder
|
Class A shares
and/or BDRs
|
%
|
Class B shares
|
%
|
||||||||||||
|
Queluz Holding Limited
|
11,111,111 | 6.37 | 66,321,766 | 68.85 | ||||||||||||
|
Usina Costa Pinto S.A. Açúcar e Álcool
|
- | - | 30,010,278 | 31.15 | ||||||||||||
|
Aguassanta Participaçơes S.A.
|
5,000,000 | 2.87 | - | - | ||||||||||||
|
Gávea Funds
|
33,333,333 | 19.12 | - | - | ||||||||||||
|
Others
|
124,910,897 | 71.64 | - | - | ||||||||||||
|
Total
|
174,355,341 | 100.00 | 96,332,044 | 100.00 | ||||||||||||
F-60
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
18.
|
Shareholders’ equity (Continued)
|
On September 19, 2008, Cosan S.A. undertook a capital subscription of 55,000,000 common shares which was completed on October 20, 2008. Since a number of the noncontrolling interests did not exercise their subscription rights, the Company acquired 54,993,482 of the shares for US$456,034, and the minority shareholders acquired the remaining 6,518 shares for US$50. In connection with this subscription, the shareholders received one Subscription Warrant (Warrant) for each new share. Each Warrant grants its holder the right to subscribe 0.6 common shares, with the distribution of fractional shares not being permitted. Therefore, the Company received Warrants, which are valid through December 31, 2009, to purchase 32,996,089 additional common shares of Cosan S.A.. Since Cosan S.A. is a consolidated subsidiary, the Warrants recorded by Cosan S.A. have been eliminated in consolidation.
On September 14, 2009, the Company sold to third parties 10,000,000 of the Warrants for US$14,362, which resulted in a gain which is recorded as financial income. The basis of the Warrants which were sold, amounting to US$4,594, has been reclassified from additional paid-in capital to noncontrolling interest. At December 31, 2009, 54,987,552 warrants have been exercised, of which 44,993,482 were exercised by the Company, 9,994,070 were exercised by noncontrolling shareholders and the remaining 12,448 warrants expired. The exercise of the warrants of Cosan S.A. resulted in the issuance of 32,992,531 common shares, valued at US$301,145. Of this amount, the Company received 26,996,089 common shares valued at US$267,753.
In connection with the acquisition of Curupay, Cosan S.A. issued 44,300,389 new common shares (Note 8). Since these shares were issued to noncontrolling interests, this diluted the Company’s ownership interest which resulted in an increase in additional paid-in capital of US$9,840.
F-61
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
19.
|
Share-based compensation
|
In the ordinary and extraordinary general meeting held on August 30, 2005, the guidelines for the outlining and structuring of a stock option plan for Cosan S.A. officers and employees were approved, thus authorizing the issue of up to 5% of shares comprising Cosan S.A.’s share capital. This stock option plan was outlined to attract and retain services rendered by officers and key employees, offering them the opportunity to become shareholders of Cosan S.A. On September 22, 2005, Cosan S.A.’s board of directors approved the distribution of stock options corresponding to 4,302,780 common shares to be issued or treasury shares held by Cosan S.A. related to 3.25% of the share capital at the time, authorized by the annual/extraordinary meeting. The remaining 1.75% remains to be distributed. On September 22, 2005, the officers and key employees were informed regarding the key terms and conditions of the share-based compensation arrangement.
According to the market value on the date of issuance, the exercise price is US$2.64 (two dollars and sixty four cents) per share which does not include any discount. The exercise price was calculated before the valuation mentioned above based on an expected private equity deal which did not occur. Options may be exercised after a one-year vesting period starting November 18, 2005, at the maximum percentage of 25% per year of the total stock options offered by Cosan S.A. The options for each 25% have a five-year period to be exercised.
On September 11, 2007, the board of directors approved an additional distribution of stock options, in connection with the stock option plan mentioned above, corresponding to 450,000 common shares to be issued or purchased by Cosan S.A.
related to 0.24% of the share capital at September 22, 2005. The remaining 1.51% may still be distributed.
On August 7, 2009, the board of directors approved an additional distribution of stock options, in connection with the stock option plan mentioned above, corresponding to 165,657 common shares to be issued or purchased by Cosan S.A. Such options were issued without a vesting period; therefore the intrinsic value at grant date was the basis for calculating the fair value of the options, at US$9.82 per option, and an expense of US$1,071 was fully recorded by the Company.
The exercise of options may be settled only through issuance of new common shares or treasury shares.
F-62
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
19.
|
Share-based compensation (Continued)
|
The employees that leave Cosan S.A. before the vesting period will forfeit 100% of their rights. However, if the employment is terminated by Cosan S.A. without cause, the employees will have right to exercise 100% of their options of that particular year plus the right to exercise 50% of the options of the following year.
The fair value of share-based awards was estimated using a binominal model with the following assumptions:
|
Options granted on September 22, 2005
|
Options granted on September 11, 2007
|
Options granted on August 7, 2009
|
||||||||||
|
Grant price - in U.S. dollars
|
3.43 | 3.43 | 3.43 | |||||||||
|
Expected life (in years)
|
7.5 | 7.5 |
Immediate
|
|||||||||
|
Interest rate
|
14.52% | 9.34% | (1) | |||||||||
|
Expected Volatility
|
34.00% | 46.45% | (1) | |||||||||
|
Expected Dividend yield
|
1.25% | 1.47% | (1) | |||||||||
|
Weighted-average fair value at grant date - in U.S. dollars
|
6.93 | 10.22 | (1) | |||||||||
|
(1)
|
The options were fully vested at the date of issuance so the fair value was the quoted market price as of the grant date.
|
Expected Term – Cosan S.A.’s expected term represents the period that Cosan S.A.’s share-based awards are expected to be outstanding and was determined based on the assumption that the officers will exercise their options when the exercise period is over. Therefore, this term was calculated based on the average of 5 and 10 years. Cosan S.A. does not expect any forfeiture as those options are mainly for officers, whose turnover is low.
F-63
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
19.
|
Share-based compensation (Continued)
|
Expected Volatility – For the options granted on September 22, 2005 Cosan S.A. had its shares publicly-traded for less than 6 months as of April 30, 2006. Therefore, Cosan S.A. opted to substitute the historical volatility by an appropriate global industry sector index, based on the volatility of the share prices, and considering it as an assumption in its valuation model. Cosan S.A. has identified and compared similar public entities for which share or option price information is available to consider the historical, expected, or implied volatility of those entities’ share prices in estimating expected volatility based on global scenarios. For the options granted on September 11, 2007 Cosan S.A. used the volatility of its shares as an assumption in its valuation model since Cosan S.A.’s IPO in Brazil, in 2005.
Expected Dividends – As the Cosan S.A. is a relatively new public entity, the expected dividend yield was calculated based on the current value of the stock at the grant date, adjusted by the average rate of the return to shareholders for the expected term, in relation of future book value of the shares.
Risk-Free Interest Rate - Cosan S.A. bases the risk-free interest rate used in the Binominal Model valuation method on the implied yield currently available on SELIC - Special System Settlement Custody, which is the implied yield currently available on zero-coupon securities in Brazil.
As of March 31, 2010, the amount of US$1,662 related to the unrecognized compensation cost related to stock options is expected to be recognized in 6 months.
Stock option activity for the year ended March 31, 2010 and eleven-month period ended March 31, 2009, is as follows:
|
Option
|
Weighted-average exercise price
|
||||||||
|
Outstanding as of April 30, 2008
|
2,373,341 | 3.62 | |||||||
|
Exercises
|
(736,852 | ) | 2.64 | ||||||
|
Forfeitures or expirations
|
(165,657 | ) | 2.64 | ||||||
|
Outstanding as of March 31, 2009
|
1,470,832 | 2.64 | |||||||
|
Grants of options
|
165,657 | 3.43 | |||||||
|
Exercises
|
(982,513 | ) | 3.43 | ||||||
|
Outstanding as of March 31, 2010
|
653,976 | 3.43 | |||||||
|
Shares exercisable at March 31, 2010
|
408,819 | 3.43 | |||||||
|
Shares exercisable at March 31, 2009
|
736,852 | 2.64 | |||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
20.
|
Risk management and financial instruments
|
|
a.
|
Risk management
|
The commodity and foreign exchange rates price volatilities are the main market risks to which Cosan and its subsidiaries are exposed. Cosan carries out operations involving financial instruments with a view to managing such risks.
These risks and related instruments are managed through the definition of strategies, establishment of control systems and determination of foreign exchange, interest rate and price change limits.
|
b.
|
Price risk
|
Cosan carries out transactions involving derivatives, with a view to reducing its exposure to sugar price variations in the foreign market. Such transactions generally assure an average minimum income for future production. Cosan actively manages the positions contracted and relevant results of such activity are continually monitored, so as to allow that adjustments be made to goals and strategies considering changes in market conditions. Cosan operates mainly in futures and options markets on the NYBOT (New York Board of Trade) and the LIFFE (London International Financial Futures and Options Exchange).
|
c.
|
Foreign exchange risk
|
Cosan carries out transactions involving derivatives, with a view to reducing its exposure to foreign exchange rate variations on exports. Foreign exchange derivative transactions combined with commodity price derivatives generally assure an average minimum income for future production. Cosan actively manages the positions contracted and relevant results of such activity are continually monitored, so as to allow that adjustments be made to goals and strategies considering changes in market conditions. Cosan operates mainly through futures contracts over BM&F (“Bolsa de Mercadorias e Futuros de São Paulo”) and in the over-the-counter segment with leading institutions.
Additionally, Cosan has also engaged in currency and interest rate swap operations for charges associated to Senior Notes, from the U.S. dollar exchange rate variation plus interest of 9% p.a. to 81% of CDI.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
20.
|
Risk management and financial instruments (Continued)
|
|
d.
|
Interest rate risk
|
Cosan monitors fluctuations of the several interest rates linked to its monetary assets and liabilities and, in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. During 2010 Cosan entered into swap contracts to exchange fixed to Libor interest rate in order to protect against variations in the Libor on certain loan contracts.
|
e.
|
Credit risk
|
A significant portion of sales made by the Company and its subsidiaries is intended for a selected group of highly qualified counterparties, such as trading companies, fuel distribution companies and large supermarket chains. In connection with the fuel distribution activity, a diversified customer portfolio, in addition to following up on the sales financing terms by business segment and their individual credit limits, are procedures adopted by the Company to minimize overdue accounts receivable and defaults. Credit risk is managed through specific rules of client acceptance, credit rating and establishment limits for customer exposure, including, when applicable, requirement of letters of credit from a top rated bank and obtaining security interest on credits granted. Management considers that the credit risk is substantially covered by the allowance for doubtful accounts. The Company and its subsidiaries historically do not record material losses on trade accounts receivable.
|
f.
|
Debt acceleration risk
|
As of March 31, 2010 and 2009, Cosan was a party to loan and financing agreements with covenants generally applicable to these operations, regarding cash generation, debt to equity ratio and others. These covenants are being complied with by Cosan and do not place any restrictions on its operations as a going-concern.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
20.
|
Risk management and financial instruments (Continued)
|
|
g.
|
Estimated market values
|
The following methods and assumptions were used to estimate the fair value of each main class of financial instruments:
|
●
|
Accounts receivable and trade accounts payable: The carrying amounts reported in the balance sheet for accounts and notes receivable and accounts payable approximate their fair values.
|
|
●
|
Short-term and long-term debt and advances from customers: Except when there are published market prices, the market values of loans and financing were calculated based on their present value calculated through the future cash flows and using interest rates applicable to instruments of similar nature, terms and risks or based on the market quotation of these securities.
|
The following table presents the carrying amounts and estimated fair values of Cosan’s financial instruments at March 31, 2010 and 2009. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.
|
2010
|
2009
|
|||||||||||||||
|
Carrying amount
|
Fair
value
|
Carrying amount
|
Fair
value
|
|||||||||||||
|
Financial assets:
|
||||||||||||||||
|
Cash and cash equivalents
|
623,675 | 623,675 | 508,784 | 508,784 | ||||||||||||
|
Financial liabilities:
|
||||||||||||||||
|
Short-term and long-term debt
|
3,316,728 | 3,316,728 | 2,032,759 | 1,882,847 | ||||||||||||
Assets and liabilities that are reflected in the accompanying consolidated financial statements at fair value or have their fair value disclosed in the notes to the consolidated financial statements are not included in the above disclosures; such items include derivative financial instruments.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
21.
|
Deferred gain on sale of investments in subsidiaries
|
Agrícola Ponte Alta S.A. is a subsidiary whose principal assets are land used for the growing of sugarcane for Cosan. On December 15, 2008, the shareholders approved a partial spin-off of the assets of Ponte Alta and created four new subsidiaries. Agricultural land was then transferred from Ponte Alta to each of the entities. On December 30, 2008, two of the entities, Nova Agrícola Ponte Alta S.A. and Terras da Ponte Alta S.A. were sold to Radar, an affiliate company accounted for by the equity method. The selling price was fair value, US$123,596, which resulted in a gain of US$47,080. This gain has previously been deferred since there were no lease contracts executed for the land, which was being used by Cosan for a monthly fee. Over the year ended March 31, 2009 the lease contracts were executed, and the gain is being amortized since then to profit and loss over the 19 year average term of the leases.
During the year ended March 31, 2010, the Company has amortized a gain of US$3,394 related to this sale-leaseback transaction.
|
22.
|
Fair value measurements
|
Effective May 1, 2008, Cosan adopted ASC 820, Fair Value Measurements (SFAS 157), for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. ASC 820 establishes a new framework for measuring fair value and expands related disclosures. Broadly, the ASC 820 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes market or observable inputs as the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.
The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 - Quoted prices for identical instruments in active markets.
F-68
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
22.
|
Fair value measurements (Continued)
|
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 - Significant inputs to the valuation model are unobservable.
The following section describes the valuation methodologies Cosan uses to measure different financial instruments at fair value.
Derivatives
Cosan uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets.
The remainder of the derivatives portfolio is valued using internal models, most of which are primarily based on market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, foreign currency swaps and commodity forward contracts.
The following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2010.
|
Level 1
|
Level 2
|
Total
|
||||||||||
|
Assets
|
||||||||||||
|
Derivatives
|
72,239 | 57,217 | 129,456 | |||||||||
|
Liabilities
|
||||||||||||
|
Derivatives
|
(29,130 | ) | (13,937 | ) | (43,067 | ) | ||||||
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information
|
|
|
a.
|
Segment information
|
The following information about segments is based upon information used by Cosan’s senior management to assess the performance of operating segments and decide on the allocation of resources. Cosan’s operating and reportable segments are business units in Brazil that target different industry segments. Each reportable segment is managed separately because of the need to specifically address customer needs in these different industries. The operations of these segments are based solely in Brazil.
In 2010, in connection with some management changes and realignment of the business, management has combined the Sugar and Ethanol segments into the Sugar and Ethanol (“S&E”) segment. This change reflects the manner in which the Chief Operating Decision Maker evaluates the business and allocates resources. The S&E segment mainly operates and produces a broad variety of sugar and ethanol products. These products are produced in the same facilities using the same basic raw material – sugarcane. The plants have the flexibility of being configured to produce either of the two finished products which provides management the ability to adjust production based on market demand. Disclosures relating to this operating segment also include the revenues of the two major products. The prior year amounts have been reclassified to reflect the combination of the Sugar and Ethanol Segments.
Additionally, the current year acquisition of Teaçú and Curupay and their combination with the Novo Rumo business has resulted in a new operating segment that is called Sugar Logistics (“RUMO”).
Following is a description of the operating segments of the business.
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information (Continued)
|
|
|
a.
|
Segment information (Continued)
|
The Sugar and Ethanol (“S&E”) segment produces and sells a broad variety of sugar and ethanol products. The sugar products include raw (also known as very high polarization - VHP sugar), organic, crystal and refined sugars, which are sold to a wide range of customers in Brazil and abroad. Cosan exports themajority of the sugar produced through international commodity trading companies. Cosan’s domestic customers include wholesale distributors, food manufacturers and retail supermarkets, through which it sells its “Da Barra” and “União” branded products. The ethanol products include fuel ethanol and industrial ethanol. Cosan’s principal fuel ethanol products are hydrous and anhydrous. Hydrous ethanol is used as an automotive fuel and anhydrous (which has a lower water content than hydrous ethanol) is used as an additive in gasoline. The fuel ethanol products are mainly sold in the domestic market by fuel distribution companies. Consumption of hydrous ethanol in Brazil is increasing as a result of the introduction of flex fuel vehicles that can run on either gasoline or ethanol (or a combination of both). In addition, S&E segment sells also liquid and gel ethanol products used mainly in the production of paint and cosmetics and alcoholic beverages for industrial clients in various sectors. The S&E segment includes also the co-generation activities and most of corporate activities.
The Fuel Distribution and Lubricants (“CCL”) segment is engaged in the distribution in Brazil of fuel products, derived from petroleum or ethanol, and lubricants as well as the operation of convenience stores. The network to which the fuel distribution segment distributes such products is comprised of approximately 1,700 fuel stations.
The Sugar Logistic (“Rumo”) segment provides logistics services for the transport, storage and port lifting of sugar for both the S&E segment and third parties.
The accounting policies underlying the financial information provided for the segments are based on Brazilian GAAP. We evaluate segment performance based on information generated from the statutory accounting records.
F-71
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information (Continued)
|
|
|
a.
|
Segment information (continued)
|
Segment profit and loss and selected balance sheet data under Brazilian GAAP is as follows:
|
2010
|
||||||||||||||||||||
|
S&E
|
CCL
|
Rumo
|
Adjustments /
eliminations(1)
|
Consolidated
|
||||||||||||||||
|
Brazilian GAAP
|
US GAAP
|
|||||||||||||||||||
|
Balance sheet:
|
||||||||||||||||||||
|
Property, plant & equipment (PP&E)
|
2,775,752 | 199,983 | 165,094 | 1,005,670 | 4,146,499 | |||||||||||||||
|
Goodwill and Intangible assets, net
|
735,198 | 774,716 | 38,824 | 415,596 | 1,964,334 | |||||||||||||||
|
Loans, net of cash equivalents
|
(2,443,354 | ) | (249,839 | ) | (59,799 | ) | 59,939 | (2,693,053 | ) | |||||||||||
|
Other assets net of other liabilities
|
2,113,306 | 342,720 | 7,696 | (2,198,446 | ) | 265,276 | ||||||||||||||
|
Total net assets
|
3,180,902 | 1,067,580 | 151,815 | (717,241 | ) | 3,683,056 | ||||||||||||||
|
Income statement (12 months):
|
||||||||||||||||||||
|
Net sales
|
2,882,935 | 5,436,199 | 84,797 | (120,780 | ) | 8,283,151 | ||||||||||||||
|
Gross profit
|
703,108 | 412,866 | 22,896 | (78,984 | ) | 1,059,886 | ||||||||||||||
|
Selling, general and administrative expenses (SG&A)
|
(455,906 | ) | (264,081 | ) | (9,705 | ) | (11,890 | ) | (741,582 | ) | ||||||||||
|
Other income (expenses)
|
167,293 | 9,071 | 2,149 | 433 | 178,946 | |||||||||||||||
|
Other selected data:
|
||||||||||||||||||||
|
Addition to PP&E (“Capex”)
|
948,838 | 49,579 | 83,067 | - | 1,081,484 | |||||||||||||||
|
Depreciation and amortization
|
313,324 | 20,067 | 7,591 | 147,534 | 488,516 | |||||||||||||||
(1) Refers to the consolidation eliminations and adjustment to USGAAP.
F-72
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information (Continued)
|
|
|
a.
|
Segment information (continued)
|
|
2009
|
||||||||||||||||||||
|
S&E
|
CCL
|
Rumo
|
Adjustments / eliminations(1)
|
Consolidated
|
||||||||||||||||
|
Brazilian GAAP
|
US GAAP
|
|||||||||||||||||||
|
Balance sheet:
|
||||||||||||||||||||
|
Property, plant & equipment (PP&E)
|
1,330,266 | 128,712 | 29,414 | 771,035 | 2,259,427 | |||||||||||||||
|
Goodwill and Intangible assets, net
|
423,571 | 966 | - | 707,398 | 1,131,935 | |||||||||||||||
|
Loans, net of cash equivalents
|
(1,122,560 | ) | 39,663 | 4,811 | (445,889 | ) | (1,523,975 | ) | ||||||||||||
|
Other assets net of other liabilities
|
2,943,642 | (78,223 | ) | (1,469 | ) | (2,590,572 | ) | 273,378 | ||||||||||||
|
Total net assets
|
3,574,919 | 91,118 | 32,756 | (1,558,028 | ) | 2,140,765 | ||||||||||||||
|
Income statement (11 months):
|
||||||||||||||||||||
|
Net sales
|
1,561,118 | 1,549,359 | 26,862 | (210,879 | ) | 2,926,460 | ||||||||||||||
|
Gross profit
|
297,183 | 94,719 | 6,877 | (94,180 | ) | 304,599 | ||||||||||||||
|
Selling, general and administrative expenses (SG&A)
|
(264,947 | ) | (85,577 | ) | (2,866 | ) | (14 | ) | (353,404 | ) | ||||||||||
|
Other income (expenses)
|
93,529 | 779 | 5,387 | (101,985 | ) | (2,290 | ) | |||||||||||||
|
Other selected data:
|
||||||||||||||||||||
|
Addition to PP&E (“Capex”)
|
574,112 | 4,881 | 2,433 | 24,729 | 606,155 | |||||||||||||||
|
Depreciation and amortization
|
203,832 | 6,299 | 2,946 | 77,662 | 290,739 | |||||||||||||||
(1) Refers to the consolidation eliminations and adjustment to USGAAP.
|
2008
|
||||||||||||||||||||
|
S&E
|
CCL
|
Rumo
|
Adjustments /
eliminations(1)
|
Consolidated
|
||||||||||||||||
|
Brazilian GAAP
|
US GAAP
|
|||||||||||||||||||
|
Income statement (12 months):
|
||||||||||||||||||||
|
Net sales
|
1,482,573 | - | 28,159 | (19,499 | ) | 1,491,233 | ||||||||||||||
|
Gross profit
|
189,048 | - | 3,176 | (46,583 | ) | 145,641 | ||||||||||||||
|
Selling, general and administrative expenses (SG&A)
|
(276,995 | ) | - | (4,139 | ) | (2,616 | ) | (283,750 | ) | |||||||||||
|
Other income (expenses)
|
2,712 | - | (948 | ) | (5,434 | ) | (3,670 | ) | ||||||||||||
(1) Refers to the consolidation eliminations and adjustment to USGAAP.
F-73
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information (Continued)
|
|
b.
|
Detailed net sales per segment
|
|
2010
|
2009
|
2008
|
||||||||||
|
S&E (Brazilian GAAP)
|
||||||||||||
|
Sugar
|
1,810,005 | 900,424 | 781,809 | |||||||||
|
Ethanol
|
936,473 | 586,633 | 612,397 | |||||||||
|
Cogeneration
|
50,146 | 7,532 | - | |||||||||
|
Other
|
86,311 | 66,529 | 88,367 | |||||||||
| 2,882,935 | 1,561,118 | 1,482,573 | ||||||||||
|
CCL (Brazilian GAAP)
|
||||||||||||
|
Fuels
|
5,056,969 | 1,443,537 | - | |||||||||
|
Lubricants
|
339,752 | 92,969 | - | |||||||||
|
Other
|
39,478 | 12,853 | - | |||||||||
| 5,436,199 | 1,549,359 | - | ||||||||||
|
Rumo (Brazilian GAAP)
|
||||||||||||
|
Port lifting
|
76,155 | 26,862 | 28,159 | |||||||||
|
Transports
|
8,642 | - | - | |||||||||
| 84,797 | 26,862 | 28,159 | ||||||||||
|
Adjustments / eliminations
|
(120,780 | ) | (210,879 | ) | (19,499 | ) | ||||||
|
Total (US-GAAP)
|
8,283,151 | 2,926,460 | 1,491,233 | |||||||||
|
c.
|
Net Sales by region
|
The percentage of net Sales by geographic area are as follows:
|
2010
|
2009
|
|||||||
|
Brazil
|
86.4 | % | 73.6 | % | ||||
|
Europe
|
9.2 | % | 18.5 | % | ||||
|
Latin American (except Brazil)
|
2.8 | % | 5.0 | % | ||||
|
Middle east and Asia
|
1.2 | % | 1.9 | % | ||||
|
North America
|
0.3 | % | 0.9 | % | ||||
|
África
|
0.1 | % | 0.1 | % | ||||
|
Total
|
100.0 | % | 100.0 | % | ||||
F-74
COSAN LIMITED
Notes to the consolidated financial statements (Continued)
Year ended March 31, 2010, eleven-month period ended March 31, 2009 and year ended April 30, 2008
(In thousands of U.S. dollars, unless otherwise stated)
|
23.
|
Segment information (Continued)
|
|
d.
|
Concentration of clients
|
S&E
There are several clients in this segment, one of which represents more than 10% of the segment net sales -- the SUCDEN Group (17% in 2010 and 14% in 2009).
CCL
In this segment there are no clients that represent more than 10% of the net sales.
Rumo
In 2010 33% of the segment net sales were generated from sales to the S&E segment (52% in 2009). There two other customers which represented more than 10% of the net sales of this segment. SUCDEN Group accounted for 16% of segment sales (14% in 2009) and the ED&F Man Group accounted for 14% (no sales in the previous year).
F-75