Independent auditors' report on review of consolidated and condensed interim financial information as at June 30, 2015

Transcription

1 Independent auditors' report on review of consolidated and condensed interim financial information as at June 30, 2015 KPDS

2 Independent auditors' report on review of consolidated and condensed interim financial information as at June 30, 2015 Content Report on review of consolidated and condensed interim financial information 3 Consolidated balance sheet 5 Consolidated statements of income 6 Consolidated statements of comprehensive income 7 Consolidated statements of changes in equity 8 Consolidated statements of cash flows 9 Explanatory notes to the consolidated and condensed interim financial information 10 2

3 KPMG Auditores Independentes Rua Arquiteto Olavo Redig de Campos, 105, 6º andar - Torre A São Paulo/SP - Brasil Caixa Postal São Paulo/SP - Brasil Telefone 55 (11) Fax 55 (11) Internet Report on review of consolidated and condensed interim financial information To the Management and Shareholders of Raízen Combustíveis S.A. Rio de Janeiro - RJ Introduction We have reviewed the accompanying consolidated and condensed interim financial information of Raízen Combustíveis S.A. ( the Company ), which comprises the consolidated balance sheet as at June 30, 2015, and the related consolidated statements of income, comprehensive income, changes in equity and cash flow for the three-month period then ended, including the explanatory notes. Management is responsible for the preparation and fair presentation of these consolidated and condensed interim financial information in accordance with CPC 21(R1) - Interim Financial Reporting. Our responsibility is to express a conclusion on these consolidated and condensed interim financial information based on our review. Scope of review We conducted our review in accordance with the Brazilian and International Standards on Review Engagements (NBC TR 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Basis for qualified conclusion Omission of disclosures As stated in explanatory notes 2.1 to the consolidated and condensed interim final information, the Company does not present certain explanatory notes required by CPC 21(R1). Qualified conclusion Based on our review, except for matter described in the Basis for qualified conclusion paragraph, nothing has come to our attention that causes us to believe that the aforementioned accompanying consolidated and condensed interim financial information has not been prepared, in all material respects, in accordance with CPC 21(R1). 3 KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative ( KPMG International ), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity.

4 Other matters Corresponding figures The consolidated balance sheet of the Company as at March 31, 2015 and the consolidated statements of income, comprehensive income, changes in equity and cash flow for the threemonth period ended June 30, 2014, were audited and reviewed, respectively, by another auditor who expressed a modified opinion on those statements on June 22, 2015 and August 11, 2014 related to the same matter described in the Basis for qualified conclusion paragraph. Restriction on use Our report is intend only for the use and information of the Company and the financial institutions specified in contract for the covenants compliance analysis and should not be used by other parties. São Paulo, August 11, 2015 KPMG Auditores Independentes CRC SP /O-6 Ulysses M. Duarte Magalhães Contador CRC 1RJ092095/O-8 4

5 Consolidated balance sheet as June 30, 2015 and March 31, 2015 (All amounts expressed in thousands of Reais) June 30, March 31, Assets Liabilities June 30, 2015 March 31, 2015 Current assets Current liabilities Cash and cash equivalents 133, ,943 Loans and financing 10,336 8,685 Restricted cash 22,353 57,313 Derivatives financial instruments 41,834 19,919 Derivatives financial instruments 7, ,899 Trade accounts payable 753, ,295 Trade accounts receivable 1,464,833 1,273,536 Wages and salaries payable 114, ,558 Inventories 1,451,604 1,079,085 Income tax and social contribution payable 27,092 12,871 Recoverable income tax and social contribution 8,211 14,372 Taxes and contributions payable 83,892 85,182 Recoverable taxes and contributions 180, ,834 Dividends and interest on capital payable 79,156 83,957 Related parties 359, ,847 Related parties 973, ,459 Other receivables 55,786 32,154 Deferred revenue 44,662 46,740 Other liabilities 226, ,710 3,684,509 3,307,983 2,355,282 2,165,376 Non-current assets Non-current liabilities Trade accounts receivable 304, ,254 Loans and financing 1,449,192 1,484,265 Recoverable Taxes and contributions 324, ,468 Taxes and contributions payable 6,002 5,981 Related parties 1,917,730 1,963,546 Related parties 1,415,686 1,214,304 Deferred income tax and social contribution 29,619 26,864 Provision for legal proceedings and others 518, ,551 Judicial deposits 78,246 70,998 Deferred income tax and social contribution 191, ,486 Other receivables 7,248 7,649 Deferred revenue 252, ,943 Investments 262, ,977 Other liabilities 28,031 26,048 Property, plant and equipment 1,863,869 1,881,818 3,861,619 3,722,578 Intangible 2,347,922 2,360,112 7,135,204 7,184,686 Total liabilities 6,216,901 5,887,954 Equity Attributable to shareholders of the Group Capital stock 3,194,918 3,194,918 Capital reserves 718, ,664 Asset and liability valuation adjustment (585) (585) Income reserves 313, ,557 Retained earnings 226, Non-controlling shareholders interest 150, ,161 Total equity 4,602,812 4,604,715 Total assets 10,819,713 10,492,669 Total liabilities and equity 10,819,713 10,492,669 The accompanying notes are an integral part of he consolidated and condensed interim financial information. 5

6 Consolidated statements of income Three-months periods ended in June 30, 2015 and 2014 (All amounts in thousands of Reais, except for earnings per share) June 30, 2015 June 30, 2014 Net operating revenue 14,793,885 13,684,833 Cost of products sold (14,134,501) (13,066,880) Gross profit 659, ,953 Operating income (expenses) Selling (263,809) (283,320) General and administrative (97,231) (95,817) Other operating income, net 91, ,327 (269,976) (268,810) Income before financial results, equity accounting results and income and social contribution taxes 389, ,143 Financial results Finance expenses (47,074) (43,261) Finance income 41,452 28,923 Exchange variation, net 28,116 20,132 Net effect of derivatives (56,773) 1,680 (34,279) 7,474 Income before the equity accounting results and income and social contribution taxes 355, ,617 Equity accounting results 3,064 2,078 Income before income and social contribution taxes 358, ,695 Income and social contribution taxes Current (135,400) (59,219) Deferred 9,536 (46,765) (125,864) (105,984) Net income for the period 232, ,711 Attributable to: Controlling shareholders 225, ,164 Non-controlling shareholders 7,022 7, , ,711 Earnings per common share: Basic and diluted common stock Basic and diluted preferred capital stock The accompanying notes are an integral part of he consolidated and condensed interim financial information. 6

7 Consolidated statements of comprehensive income Three-months periods ended in June 30, 2015 and 2014 (All amounts in thousands of Reais) June 30, 2015 June 30, 2014 Net income for the period 232, ,711 Comprehensive income - - Total comprehensive income for the period 232, ,711 Attributable to: Controlling shareholders 225, ,164 Non-controlling shareholders 7,022 7, , ,711 The accompanying notes are an integral part of he consolidated and condensed interim financial information. 7

8 Consolidated statements of changes in equity Three-months periods ended in June 30, 2015 and 2014 (All amounts in thousands of Reais) Capital reserves Income reserves Attributable to the shareholders of the Parent Company Capital Stock Capital reserve Special Law 8200/91 Asset and liability value adjustments Profit retention Legal reserve Retained earnings Total Interest of noncontrolling shareholders Total equity At April 1, ,069, ,880 7,813 (175) 298, ,984-4,226, ,877 4,337,358 Net income for the period , ,164 7, ,711 Total comprehensive income , ,164 7, ,711 Contributions (distribution) to shareholders Capital increase ,588 3,588 Constitution of reserves - 2, ,095-2,095 Partial realization of the reserve - - (1,742) , Total contributions of shareholders and distributions to shareholders - 2,095 (1,742) - - 1,742 2,095 3,588 5,683 At June 30, ,069, ,975 6,071 (175) 298, , ,906 4,473, ,012 4,595,752 At April 1, ,194, ,401 4,263 (585) 341, ,097-4,452, ,161 4,604,715 Net income for the period , ,307 7, ,329 Total comprehensive income , ,307 7, ,329 Contributions (distribution) to shareholders Constitution of reserves - (570) (570) Payment of dividends (225,000) - - (225,000) (9,232) (234,232) Partial realization of the reserve - - (725) Total contributions (distributions) to shareholders - (570) (725) - (225,000) (225,570) (8,662) (234,232) At June 30, ,194, ,831 3,538 (585) 116, , ,032 4,452, ,521 4,602,812 The accompanying notes are an integral part of he consolidated and condensed interim financial information. 8

9 Consolidated statements of cash flows Three-months periods ended in June 30, 2015 and 2014 (All amounts in thousands of Reais) June 30, 2015 June 30, 2014 Cash flows from operating activities Income before income and social contribution taxes 358, ,695 Adjustments : Depreciation and amortization 130, ,613 Equity accounting (3,064) (2,078) Gain on disposal of property, plant and equipment (15,045) (44,802) Provision for doubtful accounts, net 5,911 1,010 Provision for claims, net Interest, monetary and exchange variation, net (24.819) (219) Amortization of deferred revenue (12,867) (12,231) Amortization of prepaid expenses 14,827 20,986 Derivatives 56,772 8,763 Others 6,353 (3,201) Changes in assets and liabilities: Trade accounts receivable (178,250) (104,581) Inventories (378,872) (142,617) Restricted cash 36,245 (44,105) Derivatives financial instruments 73,054 22,391 Taxes and contributions recoverable (11,768) (36,460) Advances to suppliers 4,053 9,804 Judicial deposits (405) 3,636 Wages and salaries payable 11,132 10,746 Taxes and contributions payable (37,898) (14,669) Related parties 8,055 (248,094) Suppliers (12,999) (366,963) Other assets and liabilities, net (56.885) (46,070) Income and social contribution taxes on net income paid (84,194) (39,233) Net cash used in operating activities ( ) ) (557,704) Cash flow from investing activities Acquisition of new business, net of acquired cash - (177,744) Addition to property, plant and equipment and intangible assets (114,631) (128,557) Cash received on the sale of property, plant and equipment 32,224 66,479 Dividends received - 2,580 Management of intra-group financial resources, net - 630,309 Net cash (used in) provided by investing activities (82,407) 393,067 Cash flow from financing activities New loans and financing - 776,051 Payment of principal of loans and financing (704) (806,651) Interest paid of loans and financing (5,240) (37,150) New loans and financing intra-group 227,118 - Payment of principal of loans and financing intra-group (240) - Interest paid of loans and financing intra-group (4,387) - Concessao of loans and financing intra-group (581) - Interest received on grant of loans and financing intra-group 5,604 - Management of intra-group financial resources, net Dividends paid (238,206) (6,628) Net cash provided by (used in) financing activities 95,141 (74,378) Net decrease in cash and cash equivalents (99,040) (239,015) Cash and cash equivalents at the beginning of the period 232, ,606 Exchange rate on cash and cash equivalents (721) - Cash and cash equivalents at the end of the period 133, ,591 The accompanying notes are an integral part of he consolidated and condensed interim financial information. 9

10 Explanatory notes to the consolidadted and condensed interim financial information as at June 30, 2015 (All amounts in thousands of Reais unless otherwise stated) 1. Operations Raízen Combustíveis S.A. ( Company or Raízen Combustíveis ) is a closely-held company with headquarters in the city and State of Rio de Janeiro. Brazil. The Company is jointly controlled indirectly by Royal Dutch Shell ("Shell") and Cosan SA Indústria e Comércio ("Cosan"). The Company s main activities are: (i) distribution and sale of oil and ethanol by products and other hydrocarbon fluids and their byproducts, mainly Shell branded; (ii) the sale of natural gas and acting as sales representative for the sale of lubricants in gas stations; (iii) the purchase and sale of products and goods for sale in convenience stores; (iv) the import and export of the aforementioned products; and (v) investments in other companies. 2. Significant accounting policies 2.1 Presentation of the consolidated and condensed interim financial information The consolidated and condensed interim financial information have been prepared in accordance with the accounting pronouncement CPC 21(R1) - Interim Financial Reporting. This consolidated and condensed interim financial information have been prepared solely for the use of the management of Raízen Combustíveis and financial institutions in its covenant compliance analysis. This financial infomation does not include all the information required to be disclosed by CPC 21 (R1). 2.2 Basis of preparation and accounting policies The consolidated and condensed interim financial information have been prepared according to the basis of preparation and accounting policies adopted in the annual financial statements of March 31, 2015, authorized and issued by the management on June 22, 2015, and should be read together with these information. In the preparation of this consolidadeted and condensed interim financial information, management has made judgments, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and assumptions are reviewed constantly and remain unchanged in the preparation of this financial information regarding the annual financial statements as at March 31,2015. This consolidated and condensed interim financial information were approved by the Company's Management on August 11,

11 Explanatory notes to the consolidadted and condensed interim financial information as at June 30, 2015 (All amounts in thousands of Reais unless otherwise stated) 3. Basis of Consolidation The consolidated and condensed financial informarion includes financial information of Raízen Combustíveis and its subsidiaries where Raízen Combustíveis has direct or indirect control. The subsidiaries are listed below: Direct interest June 30, 2015 March 31, 2015 Blueway Trading Importação e Exportação Ltda. 100% 100% Raízen Fuels Finance Limited. 100% 100% Sampras Participações Ltda. 100% 100% Saturno Investimentos Imobiliários Ltda. 100% 100% Petróleo Sabbá S.A. 80% 80% Raízen Mime Combustíveis S.A. 76% 76% 4. Subsequent events On July 31, 2015, at the Ordinary and Extraordinary General Meeting (" AGOE "), RCSA shareholders approved additional allocation to those accrued at the year ended March 31, 2015, as follows: (i) dividends of R$ 98,060, to be individually credited to shareholders Shell and Cosan in the amount of R$ 49,030; (ii) Interest on shareholders capital ( JCP ) calculated in the periods of 1st March, 2015 to 31st March, 2015 and 1st April, 2015 to 30 June, 2015, in the amounts of R$18,400 and R$ 57,000, respectively. The mentioned JCP will be individually credited to shareholders Shell and Cosan in the total amount of R$ 37,700, on which amount should be paid the withheld income tax to the rate of 15%, resulting a net payment of R$ 32,045; and (iii) interim dividends, calculated in the period of 1st April, 2015 to 30 June, 2015, in the amount of R$ 169,032, to be individually credited to shareholders Shell and Cosan in the amount of R$ 84,516. Dividends and JCP mentioned above shall be paid until 31 st October,