UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of May 2021
Commission File Number: 333-251238
|
COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
|
Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
A free translation from Portuguese into English of Independent Auditor’s Review Report on Interim Financial Information prepared in Brazilian currency in accordance with NBC TG 21 and IAS 34 and the rules issued by the Brazilian Securities Commission (CVM), applicable to the preparation of Quarterly Information (ITR) |
To
Shareholders, Board of Director and Officers of
Cosan S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information, contained in the Quarterly Information Form (ITR) of - Cosan S.A. (“Company”) for the quarter ended March 31, 2021, comprising the statement of financial position as of March 31, 2021 and the related statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the three month period then ended, including the explanatory notes.
Management is responsible for preparation of the individual and consolidated interim financial information in accordance with Accounting Pronouncement NBC TG 21 - Demonstrações intermediárias, and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information in conformity with the rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information Form (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review engagements (NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE 2410 - Review of Interim Financial Information performed by the Independent Auditor of the Entity, respectively). A review of interim 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.
Conclusion on the individual and the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred to above are not prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of Quarterly Information Form (ITR), and presented consistently with the rules issued by the Brazilian Securities and Exchange Commission.
Emphasis of matter
Restatement of Earnings per share
As mentioned in Note 16, due to the share split, the Company adjusted earnings per share and the related notes correspondents for the thee-month period ended March 31, 2020, as provided for in Brazilian Accounting Standard CPC 41 – Resultado por ação / IAS 33 – Earnings per share. Our conclusion is not qualified in respect of this matter.
Other matters
Statements of value added
The abovementioned quarterly information includes the statement of value added (SVA) for the three-month period ended March 31, 2021, prepared under Company’s Management responsibility and presented as supplementary information by IAS 34. These statements have been subject to review procedures performed together with the review of the quarterly information with the objective to conclude whether they are reconciled to the interim financial information and the accounting records, as applicable, and if its format and content are in accordance with the criteria set forth by NBC TG 09 - Demonstração do Valor Adicionado. Based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the overall interim financial information.
São Paulo, May 14, 2021.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP034519/O-6
/s/Marcos Alexandre S. Pupo |
Marcos Alexandre S. Pupo |
Accountant CRC-1SP221749/O-0 |
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 1,249,667 |
| 1,149,267 |
| 7,933,170 |
| 4,614,053 |
Marketable securities | 5.2 |
| 844,191 |
| 788,965 |
| 3,735,659 |
| 2,271,570 |
Trade receivables | 5.3 |
| — |
| — |
| 2,285,407 |
| 1,585,708 |
Derivative financial instruments | 5.10 |
| 86,858 |
| — |
| 382,585 |
| 156,208 |
Inventories | 7 |
| — |
| — |
| 961,975 |
| 685,900 |
Receivables from related parties | 5.5 |
| 130,865 |
| 286,993 |
| 94,402 |
| 71,783 |
Income tax receivable |
|
| 150,766 |
| 141,018 |
| 261,698 |
| 178,501 |
Other current tax receivable | 6 |
| 35,525 |
| 35,507 |
| 675,385 |
| 434,480 |
Dividends receivable |
|
| 177,032 |
| 160,694 |
| 102,592 |
| 77,561 |
Sector financial assets | 5.9 |
| — |
| — |
| 184,105 |
| 241,749 |
Other financial assets | 5.4 |
| — |
| 779,695 |
| 69,381 |
| 848,821 |
Other current assets |
|
| 117,683 |
| 101,673 |
| 396,752 |
| 270,065 |
Total current assets |
|
| 2,792,587 |
| 3,443,812 |
| 17,083,111 |
| 11,436,399 |
Trade receivables | 5.3 |
| — |
| — |
| 25,995 |
| 19,131 |
Restricted cash | 5.2 |
| 30,012 |
| — |
| 59,872 |
| — |
Deferred tax assets | 13 |
| 251,591 |
| 54,032 |
| 2,150,103 |
| 629,591 |
Receivables from related parties | 5.5 |
| 575,972 |
| 473,349 |
| 283,064 |
| 199,983 |
Income tax receivable |
|
| — |
| — |
| 145,791 |
| 836 |
Other non-current tax receivable | 6 |
| 37,651 |
| 37,533 |
| 978,329 |
| 167,224 |
Judicial deposits | 14 |
| 385,292 |
| 380,727 |
| 884,403 |
| 544,226 |
Derivative financial instruments | 5.10 |
| 3,089,713 |
| 2,457,604 |
| 5,850,020 |
| 2,971,210 |
Other non-current assets |
|
| 170,936 |
| 165,310 |
| 297,633 |
| 227,857 |
Investments in associates | 8.1 |
| 16,250,838 |
| 11,026,580 |
| 382,640 |
| 333,705 |
Investments in joint ventures | 9 |
| 2,259,602 |
| 2,314,537 |
| 8,145,564 |
| 7,988,208 |
Property, plant and equipment | 10.1 |
| 62,722 |
| 61,459 |
| 14,680,228 |
| 416,996 |
Intangible assets and goodwill | 10.2 |
| 2,022 |
| 2,191 |
| 17,503,169 |
| 10,045,296 |
Contract asset | 10.3 |
| — |
| — |
| 602,093 |
| 695,938 |
Right-of-use assets | 10.4 |
| 32,460 |
| 24,809 |
| 7,885,307 |
| 84,224 |
Total non-current assets |
|
| 23,148,811 |
| 16,998,131 |
| 59,874,211 |
| 24,324,425 |
Total assets |
|
| 25,941,398 |
| 20,441,943 |
| 76,957,322 |
| 35,760,824 |
The accompanying notes are an integral part of these interim financial statements..
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Liabilities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| 44,863 |
| — |
| 2,413,080 |
| 2,352,057 |
Leases | 5.8 |
| 7,070 |
| 11,108 |
| 533,515 |
| 20,466 |
Derivative financial instruments | 5.10 |
| 569 |
| 7,291 |
| 225,870 |
| 293,656 |
Trade payables | 5.7 |
| 1,323 |
| 4,066 |
| 2,309,971 |
| 1,875,192 |
Employee benefits payables |
|
| 14,285 |
| 25,168 |
| 262,518 |
| 195,881 |
Income tax payables |
|
| 6,909 |
| 2,571 |
| 88,421 |
| 374,339 |
Other taxes payable | 12 |
| 109,828 |
| 125,368 |
| 427,666 |
| 367,076 |
Dividends payable |
|
| 68,899 |
| 216,929 |
| 147,214 |
| 285,177 |
Concessions payable | 11 |
| — |
| — |
| 159,745 |
| — |
Payables to related parties | 5.5 |
| 193,655 |
| 278,740 |
| 366,835 |
| 150,484 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 92,386 |
| 91,912 |
Other financial liabilities |
|
| — |
| — |
| 509,656 |
| 149,293 |
Other current liabilities |
|
| 95,450 |
| 103,501 |
| 388,399 |
| 259,580 |
Total current liabilities |
|
| 542,851 |
| 774,742 |
| 7,925,276 |
| 6,415,113 |
Loans, borrowings and debentures | 5.6 |
| 5,971,015 |
| — |
| 34,162,954 |
| 13,075,170 |
Leases | 5.8 |
| 30,544 |
| 17,037 |
| 2,553,675 |
| 59,297 |
Preferred shareholders payable in subsidiaries |
|
| 391,187 |
| 387,044 |
| 391,187 |
| 387,044 |
Derivative financial instruments | 5.10 |
| 114,599 |
| 124,171 |
| 114,599 |
| 124,171 |
Other taxes payable | 12 |
| 140,827 |
| 141,233 |
| 148,397 |
| 146,895 |
Provision for legal proceedings | 14 |
| 312,708 |
| 308,819 |
| 1,394,453 |
| 887,794 |
Concessions payable | 11 |
| — |
| — |
| 2,855,739 |
| — |
Provision for uncovered liability of associates | 8.1 |
| 331,041 |
| 458,852 |
| — |
| — |
Payables to related parties | 5.5 |
| 7,745,942 |
| 7,096,139 |
| — |
| — |
Post-employment benefits | 21 |
| 181 |
| 177 |
| 734,291 |
| 728,677 |
Deferred tax liabilities | 13 |
| — |
| — |
| 3,680,685 |
| 1,271,208 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 511,124 |
| 473,999 |
Deferred revenue |
|
| — |
| — |
| 40,393 |
| — |
Other non-current liabilities |
|
| 289,611 |
| 286,064 |
| 805,197 |
| 685,642 |
Total non-current liabilities |
|
| 15,327,655 |
| 8,819,536 |
| 47,392,694 |
| 17,839,897 |
Total liabilities |
|
| 15,870,506 |
| 9,594,278 |
| 55,317,970 |
| 24,255,010 |
Shareholders' equity | 15 |
|
|
|
|
|
|
|
|
Share capital |
|
| 6,365,853 |
| 5,727,478 |
| 6,365,853 |
| 5,727,478 |
Treasury shares |
|
| (91,158) |
| (583,941) |
| (91,158) |
| (583,941) |
Additional paid-in capital |
|
| (2,978,460) |
| (939,347) |
| (2,978,460) |
| (939,347) |
Accumulated other comprehensive loss |
|
| (263,319) |
| (252,610) |
| (263,319) |
| (252,610) |
Retained earnings |
|
| 6,399,169 |
| 6,896,085 |
| 6,399,169 |
| 6,896,085 |
Profit for the period |
|
| 638,807 |
| — |
| 638,807 |
| — |
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 10,070,892 |
| 10,847,665 |
| 10,070,892 |
| 10,847,665 |
Non-controlling interests | 8.2 |
| — |
| — |
| 11,568,460 |
| 658,149 |
Total shareholders' equity |
|
| 10,070,892 |
| 10,847,665 |
| 21,639,352 |
| 11,505,814 |
Total shareholders' equity and liabilities |
|
| 25,941,398 |
| 20,441,943 |
| 76,957,322 |
| 35,760,824 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$, except earnings per share)
|
|
| Parent Company | Consolidated | |||||||||
| Note |
| March 31, 2021 |
| March 31, 2020 |
| March 31, 2021 |
| March 31, 2020 (Restated) | ||||
Net sales | 17 |
| — |
| — |
| 4,715,799 |
| 3,506,512 | ||||
Cost of sales | 18 |
| — |
| — |
| (3,369,867) |
| (2,486,377) | ||||
Gross profit |
|
| — |
| — |
| 1,345,932 |
| 1,020,135 | ||||
Selling expenses | 18 |
| — |
| — |
| (158,655) |
| (279,396) | ||||
General and administrative expenses | 18 |
| (47,337) |
| (34,922) |
| (363,608) |
| (171,225) | ||||
Other expenses, net | 19 |
| (25,040) |
| (74,548) |
| (28,926) |
| (35,954) | ||||
Operating expenses |
|
| (72,377) |
| (109,470) |
| (551,189) |
| (486,575) | ||||
Result before equity in earnings of investees, finance results and taxes |
|
| (72,377) |
| (109,470) |
| 794,743 |
| 533,560 | ||||
Interest in earnings of associates | 8.1 |
| 954,353 |
| 435,575 |
| (1,194) |
| 820 | ||||
Interest in earnings of joint ventures | 9 |
| (54,936) |
| (24,159) |
| 254,801 |
| 191,344 | ||||
Equity in earnings of investees |
|
| 899,417 |
| 411,416 |
| 253,607 |
| 192,164 | ||||
Finance expense |
|
| (202,357) |
| (291,755) |
| (171,818) |
| (748,020) | ||||
Finance income |
|
| 36,325 |
| 60,779 |
| 191,152 |
| 265,649 | ||||
Foreign exchange, net |
|
| (729,972) |
| (1,406,185) |
| (991,459) |
| (1,538,025) | ||||
Net effect of derivatives |
|
| 590,696 |
| 1,284,503 |
| 590,214 |
| 1,397,199 | ||||
Finance results, net | 20 |
| (305,308) |
| (352,658) |
| (381,911) |
| (623,197) | ||||
Profit before taxes |
|
| 521,732 |
| (50,712) |
| 666,439 |
| 102,527 | ||||
Income taxes | 13 |
|
|
|
|
|
|
|
| ||||
Current |
|
| — |
| — |
| 399,860 |
| (125,231) | ||||
Deferred |
|
| 117,075 |
| 152,962 |
| (358,036) |
| 139,409 | ||||
|
|
| 117,075 |
| 152,962 |
| 41,824 |
| 14,178 | ||||
Profit for the period |
|
| 638,807 |
| 102,250 |
| 708,263 |
| 116,705 | ||||
Profit attributable to: |
|
|
|
|
|
|
|
|
| ||||
Owners of the Company |
|
| 638,807 |
| 102,250 |
| 638,807 |
| 102,250 | ||||
Non-controlling interests |
|
| — |
| — |
| 69,456 |
| 14,455 | ||||
|
|
| 638,807 |
| 102,250 |
| 708,263 |
| 116,705 | ||||
Earnings per share | 16 | ||||||||||||
Basic |
|
|
|
|
|
| R$ | 0.3685 |
| R$ | 0.0655 | ||
Diluted |
|
|
|
|
|
| R$ | 0.3662 |
| R$ | 0.0647 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$)
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| March 31, 2020 |
| March 31, 2021 |
| March 31, 2020 |
Profit for the period |
| 638,807 |
| 102,250 |
| 708,263 |
| 116,705 |
Items that are or may subsequently be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
Foreign currency translation differences |
| 244,947 |
| 563,497 |
| 272,535 |
| 610,682 |
Gain on cash flow hedge |
| (255,795) |
| (155,635) |
| (256,387) |
| (155,635) |
Change in fair value of financial assets |
| 139 |
| (1) |
| 139 |
| (1) |
|
| (10,709) |
| 407,861 |
| 16,287 |
| 455,046 |
Total comprehensive income for the period |
| 628,098 |
| 510,111 |
| 724,550 |
| 571,751 |
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
Owners of the Company |
| 628,098 |
| 510,111 |
| 628,098 |
| 510,111 |
Non-controlling interests |
| — |
| — |
| 96,452 |
| 61,640 |
|
| 628,098 |
| 510,111 |
| 724,550 |
| 571,751 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
| Capital reserve |
|
|
| Profit reserve |
|
|
|
|
|
|
|
| ||||||||
|
| Share capital |
| Treasury share |
| Corporate transactions - Law 6404 |
| Capital transactions |
| Accumulated other comprehensive loss |
| Legal |
| Statutory reserve |
| Profit to be realized |
| Retained earnings |
| Accumulated profits |
| Total |
| Non-controlling interest |
| Total equity |
At January 1, 2021 |
| 5,727,478 |
| (583,941) |
| 737 |
| (940,084) |
| (252,610) |
| 42,593 |
| 6,334,427 |
| 171,021 |
| 348,044 |
| — |
| 10,847,665 |
| 658,149 |
| 11,505,814 |
Profit for the period |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 638,807 |
| 638,807 |
| 69,456 |
| 708,263 |
Other comprehensive income: (note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on cash flow hedge |
| — |
| — |
| — |
| — |
| (255,795) |
| — |
| — |
| — |
| — |
| — |
| (255,795) |
| (592) |
| (256,387) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| 244,947 |
| — |
| — |
| — |
| — |
| — |
| 244,947 |
| 27,588 |
| 272,535 |
Change in fair value of financial assets |
| — |
| — |
| — |
| — |
| 139 |
| — |
| — |
| — |
| — |
| — |
| 139 |
| — |
| 139 |
Total comprehensive income for the period |
| — |
| — |
| — |
| — |
| (10,709) |
| — |
| — |
| — |
| — |
| 638,807 |
| 628,098 |
| 96,452 |
| 724,550 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (Note 15) |
| 638,375 |
| — |
| — |
| (638,375) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,750 |
| 1,750 |
Cancellation of treasury shares (Note 15) |
| — |
| 496,916 |
| — |
| — |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| — |
| — |
| — |
Share options exercised |
| — |
| 645 |
| — |
| 1,543 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,188 |
| — |
| 2,188 |
Dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,407) |
| (3,407) |
Treasury shares acquired (Note 15) |
| — |
| (4,778) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (4,778) |
| — |
| (4,778) |
Corporate reorganization (Note 1.2) |
| — |
| — |
| — |
| (1,400,557) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,400,557) |
| 10,836,134 |
| 9,435,577 |
Share-based payment transactions |
| — |
| — |
| — |
| 1,564 |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,564 |
| 964 |
| 2,528 |
Total contributions by and distributions to owners of the Company |
| 638,375 |
| 492,783 |
| — |
| (2,035,825) |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| (1,401,583) |
| 10,835,441 |
| 9,433,858 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (Note 8.2) |
| — |
| — |
| — |
| (3,288) |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,288) |
| (21,582) |
| (24,870) |
Total changes in ownership interests |
| — |
| — |
| — |
| (3,288) |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,288) |
| (21,582) |
| (24,870) |
Total transactions with owners of the Company |
| 638,375 |
| 492,783 |
| — |
| (2,039,113) |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| (1,404,871) |
| 10,813,859 |
| 9,408,988 |
At March 31, 2021 |
| 6,365,853 |
| (91,158) |
| 737 |
| (2,979,197) |
| (263,319) |
| 42,593 |
| 5,837,511 |
| 171,021 |
| 348,044 |
| 638,807 |
| 10,070,892 |
| 11,568,460 |
| 21,639,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these interim financial statements. |
|
|
|
|
|
| Capital reserve |
|
|
| Profit reserve |
|
|
|
|
|
|
|
| ||||||||
|
| Share capital |
| Treasury share |
| Corporate transactions - Law 6404 |
| Capital transactions |
| Accumulated other comprehensive loss |
| Legal |
| Statutory reserve |
| Profit to be realized |
| Retained earnings |
| Accumulated profits |
| Total |
| Non-controlling interest |
| Total equity |
At January 1, 2020 |
| 5,045,214 |
| (112,785) |
| 737 |
| (958,738) |
| (349,501) |
| 121,270 |
| 6,288,472 |
| 171,021 |
| 348,044 |
| — |
| 10,553,734 |
| 507,482 |
| 11,061,216 |
Profit for the period |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 102,250 |
| 102,250 |
| 14,455 |
| 116,705 |
Other comprehensive income: (note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on cash flow hedge |
| — |
| — |
| — |
| — |
| (155,635) |
| — |
| — |
| — |
| — |
| — |
| (155,635) |
| — |
| (155,635) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| 563,497 |
| — |
| — |
| — |
| — |
| — |
| 563,497 |
| 47,185 |
| 610,682 |
Change in fair value of financial assets |
| — |
| — |
| — |
| — |
| (1) |
| — |
| — |
| — |
| — |
| — |
| (1) |
| — |
| (1) |
Total comprehensive income for the period |
| — |
| — |
| — |
| — |
| 407,861 |
| — |
| — |
| — |
| — |
| 102,250 |
| 510,111 |
| 61,640 |
| 571,751 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 6,666 |
| 6,666 |
Share options exercised |
| — |
| 1,081 |
| (1,081) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Dividends - non-controlling interests |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,145) |
| (1,145) |
Treasury shares acquired |
| — |
| (290,772) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (290,772) |
| — |
| (290,772) |
Share-based payment transactions |
| — |
| — |
| — |
| 3,132 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,132 |
| 18 |
| 3,150 |
Total contributions by and distributions to owners of the Company |
| — |
| (289,691) |
| (1,081) |
| 3,132 |
| — |
| — |
| — |
| — |
| — |
| — |
| (287,640) |
| 5,539 |
| (282,101) |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
| — |
| — |
| — |
| 44,569 |
| — |
| — |
| — |
| — |
| — |
| — |
| 44,569 |
| 30,431 |
| 75,000 |
Total changes in ownership interests |
| — |
| — |
| — |
| 44,569 |
| — |
| — |
| — |
| — |
| — |
| — |
| 44,569 |
| 30,431 |
| 75,000 |
Total transactions with owners of the Company |
| — |
| (289,691) |
| (1,081) |
| 47,701 |
| — |
| — |
| — |
| — |
| — |
| — |
| (243,071) |
| 35,970 |
| (207,101) |
At March 31, 2020 |
| 5,045,214 |
| (402,476) |
| (344) |
| (911,037) |
| 58,360 |
| 121,270 |
| 6,288,472 |
| 171,021 |
| 348,044 |
| 102,250 |
| 10,820,774 |
| 605,092 |
| 11,425,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these interim financial statements. |
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2021 |
| March 31, 2020 |
| March 31, 2021 |
| March 31, 2020 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Profit before taxes |
|
| 521,732 |
| (50,712) |
| 666,439 |
| 102,527 |
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 2,474 |
| 2,814 |
| 311,311 |
| 143,520 |
Interest in earnings of associates | 8.1 |
| (954,353) |
| (435,575) |
| 1,194 |
| (820) |
Interest in earnings of joint ventures | 9 |
| 54,936 |
| 24,159 |
| (254,801) |
| (191,344) |
(Gain) loss on disposals assets |
|
| — |
| — |
| (316) |
| 1,781 |
Share-based payment |
|
| 2,689 |
| 2,208 |
| 6,177 |
| 3,145 |
Legal proceedings provision |
|
| 24,013 |
| 7,288 |
| 35,459 |
| 6,945 |
Interest and exchange, net |
|
| 306,928 |
| 375,470 |
| 400,649 |
| 659,776 |
Sectorial financial assets and liabilities, net | 5.9 |
| — |
| — |
| 96,608 |
| — |
Provisions for employee benefits |
|
| 1,626 |
| (750) |
| 35,355 |
| 16,298 |
Allowance for expected credit losses |
|
| — |
| — |
| (1,079) |
| 7,686 |
Other |
|
| 26 |
| 66,339 |
| (37,995) |
| 45,728 |
|
|
| (39,929) |
| (8,759) |
| 1,259,001 |
| 795,242 |
Trade receivables |
|
| — |
| — |
| (45,005) |
| (32,984) |
Inventories |
|
| — |
| — |
| (6,828) |
| (30,050) |
Other current tax, net |
|
| (15,252) |
| (13,210) |
| 98,432 |
| (20,875) |
Income tax (i) |
|
| 12,349 |
| (22,247) |
| (97,078) |
| (402,541) |
Related parties, net |
|
| 6,063 |
| (221,814) |
| (16,146) |
| (7,506) |
Trade payables |
|
| (3,156) |
| (3,770) |
| (152,515) |
| 6,442 |
Employee benefits |
|
| (23,591) |
| (13,233) |
| (140,415) |
| (69,409) |
Provision for legal proceedings |
|
| (166) |
| (2,469) |
| (19,570) |
| (5,327) |
Other financial liabilities |
|
| — |
| — |
| (15,614) |
| (34,758) |
Judicial deposits |
|
| (633) |
| (1,130) |
| (10,472) |
| 27,983 |
Contractual obligations for assignment of credit rights |
|
| — |
| (132,200) |
| — |
| (132,200) |
Post-employment benefits |
|
| — |
| — |
| (7,861) |
| (10,903) |
Other assets and liabilities, net |
|
| (22,494) |
| (3,686) |
| (3,185) |
| (121,388) |
|
|
| (46,880) |
| (413,759) |
| (416,257) |
| (833,516) |
Net cash (used in) generated by operating activities |
|
| (86,809) |
| (422,518) |
| 842,744 |
| (38,274) |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Capital contribution in associates | 8.1 |
| (1,500) |
| (11,142) |
| — |
| (1,142) |
Acquisition of subsidiary, net of cash acquired |
|
| — |
| — |
| — |
| (90,247) |
(Purchase) sale of marketable securities |
|
| (52,254) |
| (158,652) |
| 1,574,984 |
| (449,198) |
Restricted cash |
|
| (30,012) |
| — |
| 24,405 |
| — |
Dividends received from associates |
|
| 198,020 |
| — |
| — |
| — |
Other financial assets |
|
| — |
| — |
| 8 |
| — |
Acquisition of property, plant and equipment, intangible assets and contract assets |
|
| (65) |
| (3,072) |
| (467,800) |
| (258,645) |
Cash in the merger operation | 1.2 |
| 353,601 |
| — |
| 8,125,855 |
| — |
Net cash generated by (used in) investing activities |
|
| 467,790 |
| (172,866) |
| 9,257,452 |
| (799,232) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures raised | 5.6 |
| — |
| — |
| 583,128 |
| 76,108 |
Repayment of principal on loans, borrowings and debentures | 5.6 |
| (5,427) |
| (1,700,000) |
| (6,945,855) |
| (1,950,907) |
Payment of interest on loans, borrowings and debentures | 5.6 |
| (134,759) |
| (35,203) |
| (513,490) |
| (199,603) |
Payment of derivative financial instruments |
|
| (25,383) |
| (36,078) |
| (505,080) |
| (13,727) |
Receipt of derivative financial instruments |
|
| 103,738 |
| 79,857 |
| 550,961 |
| 106,243 |
Payment of derivative financial instruments, except debt |
|
| (218,809) |
| — |
| (218,809) |
| — |
Receipt of derivative financial instruments, except debt |
|
| 197,679 |
| — |
| 197,679 |
| — |
Repayment of principal on leases | 5.8 |
| (305) |
| (167) |
| (27,769) |
| (2,358) |
Payment of interest on leases | 5.8 |
| (315) |
| (208) |
| (18,482) |
| (937) |
Equity contribution from shareholders interest |
|
| — |
| — |
| — |
| 75,000 |
Equity contribution from non-controlling interest | 8.2 |
| — |
| — |
| 1,750 |
| 6,666 |
Related parties |
|
| (185,547) |
| — |
| — |
| (17,063) |
Payments to redeem entity's shares |
|
| (4,778) |
| (290,772) |
| (34,529) |
| (290,772) |
Acquisition of non-controlling interests |
|
| (6,675) |
| — |
| — |
| — |
Dividends paid |
|
| — |
| — |
| (3,319) |
| (1,213) |
Receipts of consideration assets |
|
| — |
| — |
| — |
| 65,478 |
Net cash used in financing activities |
|
| (280,581) |
| (1,982,571) |
| (6,933,815) |
| (2,147,085) |
Increase (decrease) in cash and cash equivalents |
|
| 100,400 |
| (2,577,955) |
| 3,166,381 |
| (2,984,591) |
Cash and cash equivalents at beginning of the period |
|
| 1,149,267 |
| 3,490,707 |
| 4,614,053 |
| 6,076,644 |
Effect of exchange rate fluctuations on cash held |
|
| — |
| (249) |
| 152,736 |
| 247,390 |
Cash and cash equivalents at end of the period |
|
| 1,249,667 |
| 912,503 |
| 7,933,170 |
| 3,339,443 |
Additional information |
|
|
|
|
|
|
|
|
|
Income tax paid (i) |
|
| — |
| 3,767 |
| 37,560 |
| 380,279 |
The accompanying notes are an integral part of these interim financial statements.
(i) | In the three-month period ended March 31, 2021, the Company paid the annual adjustment of the Income Tax and Social Contribution of 2020 using tax credits, so that the amount presented as payment in the supplementary information refers only to monthly advances based on gross revenue. |
Statement of cash flows
(In thousands of Brazilian Reais - R$)
Non-cash transaction
- Recognition of interest on shareholder’s equity decided by Raízen Combustíveis S.A. in the amount of R$19,221.
- Acquisition of assets for construction of the natural gas distribution pipeline in the Comgás subsidiary with payment in installments in the amount of R$1,982.
- Capital contribution to the subsidiary Payly Soluções de Pagamentos S.A. in the amount of R$3,750, through the capitalization of reimbursable expenses.
- Registration of right-of-use against the lease liability in the amount of R$6,209 related to new contracts covered by the commercial lease rule.
- Acquisition of assets logistics operations with payment in installments in the amount of R$14,209 on March 31, 2021.
Disclosure of interest and dividends
The Company discloses the dividends and interest on shareholders' equity received as cash flow from investing activities, with the purpose of avoiding distortions in its cash flows from operation activities.
Interest received or paid is classified as cash flow in financing activities, as it is considered to be part of the costs of obtaining financial resources.
(In thousands of Brazilian Reais - R$)
|
| Parent Company | Consolidated | |||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Revenues | ||||||||
Sales of products and services net of returns |
| — |
| — |
| 5,766,154 |
| 4,340,830 |
Other operating revenues (expenses), net |
| (1,291) |
| (69,299) |
| 7,526 |
| (26,697) |
Allowance for doubtful accounts |
| — |
| — |
| 931 |
| (7,686) |
|
| (1,291) |
| (69,299) |
| 5,774,611 |
| 4,306,447 |
Raw materials acquired from third parties |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
| — |
| — |
| (3,259,106) |
| (2,483,982) |
Materials, energy, third party services, others |
| (47,657) |
| (21,058) |
| (150,534) |
| (146,787) |
|
| (47,657) |
| (21,058) |
| (3,409,640) |
| (2,630,769) |
Gross value added |
| (48,948) |
| (90,357) |
| 2,364,971 |
| 1,675,678 |
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
| (2,474) |
| (2,814) |
| (311,311) |
| (143,520) |
|
| (2,474) |
| (2,814) |
| (311,311) |
| (143,520) |
Net value added |
| (51,422) |
| (93,171) |
| 2,053,660 |
| 1,532,158 |
Value added transferred in |
|
|
|
|
|
|
|
|
Interest in earnings of subsidiaries |
| 954,353 |
| 435,575 |
| (1,194) |
| 820 |
Interest in earnings of joint ventures |
| (54,936) |
| (24,159) |
| 254,801 |
| 191,344 |
Finance income |
| 36,325 |
| 60,779 |
| 191,152 |
| 265,649 |
|
| 935,742 |
| 472,195 |
| 444,759 |
| 457,813 |
Value added to be distributed |
| 884,320 |
| 379,024 |
| 2,498,419 |
| 1,989,971 |
Distribution of value added |
|
|
|
|
|
|
|
|
Payroll and social charges |
| 14,431 |
| 12,706 |
| 166,138 |
| 126,519 |
Direct remuneration |
| 12,217 |
| 11,248 |
| 148,297 |
| 109,120 |
Benefits |
| 1,552 |
| 1,353 |
| 17,192 |
| 16,504 |
FGTS and others |
| 662 |
| 105 |
| 649 |
| 895 |
Taxes and contributions |
| (112,690) |
| (150,791) |
| 1,051,816 |
| 857,902 |
Federal |
| (113,539) |
| (151,634) |
| 350,308 |
| 235,108 |
State |
| — |
| — |
| 679,281 |
| 607,582 |
Municipal |
| 849 |
| 843 |
| 22,227 |
| 15,212 |
Finance expense and rents |
| 343,772 |
| 414,859 |
| 572,202 |
| 888,845 |
Interest and exchange variation |
| 333,409 |
| 401,016 |
| 491,704 |
| 859,903 |
Rents |
| 2,140 |
| 1,422 |
| 3,334 |
| — |
Others |
| 8,223 |
| 12,421 |
| 77,164 |
| 28,942 |
Non-controlling interests |
| — |
| — |
| 69,456 |
| 14,455 |
Profit for the period |
| 638,807 |
| 102,250 |
| 638,807 |
| 102,250 |
|
| 884,320 |
| 379,024 |
| 2,498,419 |
| 1,989,971 |
The accompanying notes are an integral part of these interim financial statements. |
(In thousands of Brazilian Reais - R$, unless otherwise stated)
1 Operations
Cosan S.A. (“Cosan” or “the Company”) is a publicly traded Company with shares traded on the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão, or “B3”, under the ticker symbol CSAN3, on the São Paulo Stock Exchange. New York, or "NYSE", under the ticker symbol CSAN and is headquartered in the city of São Paulo, Brazil. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
Acquisition of Biosev S.A. by Raízen
On February 8, 2021, the jointly controlled subsidiary Raízen S.A. entered into an acquisition agreement with Biosev S.A., or "Biosev", and Hédera Investimentos e Participações S.A., or "Hédera", as the controlling shareholder of Biosev, among other parties, whereby Raízen agreed, under the terms and conditions established therein, to acquire up to 100% of the shares issued by Biosev.
The acquisition will involve an exchange of shares, with Raízen issuing preferred shares in the amount of 3.5% of its share capital and also paying an amount of R$3,600,000 in cash to refinance part of Hédera's debt. There will also be an issue of redeemable shares equivalent to 1.49% of Raízen's share capital for a symbolic amount. On March 1, 2021, the Brazilian Antitrust Authority (Conselho Administrativo de Defesa Econômica), or “CADE,” approved the transaction. The consummation of the acquisition is subject to compliance with certain conditions precedent established in the acquisition contract, there is no accounting impact in these financial statements. The expectation is that, after the acquisition, the shareholder structure of Raízen and Biosev will be as follows:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
1.1 Covid-19
During the quarter ended March 31, 2021, the Company, its subsidiaries and jointly controlled companies continue to monitor the evolution of the COVID-19 pandemic in Brazil and worldwide, in order to take preventive measures to minimize the spread of the virus, ensure continuity of operations and safeguard the health and safety of our employees and partners. The response to the pandemic has been effective in limiting the impacts on our operational facilities, employees, supply chain and logistics.
The Company ended the period ended March 31, 2021 with cash of R$7,933,170, net working capital with a positive balance of R$9,157,835 and a net profit of R$708,263.
Our covenants are assessed monthly for our need to generate sufficient cash flows to meet indebtedness and our ability to meet the covenants contained in the contracts that govern our indebtedness. Until March 31, 2021, the Company and its subsidiaries have been complying with all restrictive financial clauses.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Considering the low level of interest rates in Brazil and in the locations of our subsidiaries, we consider that despite the short-term fluctuations in some macroeconomic assumptions due to the impacts of the COVID-19 pandemic, our weighted average cost of capital should not undergo material changes.
The Company assessed the circumstances that could indicate impairment of its non-financial assets and concluded that there were no changes in the circumstances that would indicate an impairment loss. Our tax recovery projections are based on the same scenarios and assumptions used in the impairment assessment.
Losses due to the non-recoverability of financial assets were calculated based on the credit risk analysis, which includes the history of losses, the individual situation of the customers, the situation of the economic group to which they belong, the real guarantees for debts and macroeconomic indicators and is considered on March 31, 2021, sufficient to cover possible losses on the amounts receivable, in addition to a prospective assessment that consider the change or expected change in economic factors that affect the expected credit losses, which will be determined based on weighted probabilities and measured at an amount equal to the expected credit loss for life.
The credit quality of accounts receivable falling due is considered adequate, and the amount of the effective risk of possible losses in accounts receivable from customers is presented as losses due to the non-recoverability of financial assets.
Our inventories are composed, substantially, of lubricants, base oil and materials for the construction of gas pipelines, which are products that are not valid or have a long duration and, therefore, we do not observe indicators of obsolescence or non-performance.
To date, there have been no changes in the scope of the Company's leases, including adding, terminating, extending, reducing the lease term. Also, there was no change in the consideration for the leases that we are both lessees and lessors.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
1.2 Corporate reorganization
On July 2, 2020, the Boards of Directors of Cosan S.A., Cosan Limited and Cosan Logística S.A. (“Cosan Logística”), or collectively the “Companies”, authorized studies to be carried out on the proposed corporate reorganization to simplify the structure of the economic group.
As part of an effort to streamline its operations, Cosan S.A. carried out a Corporate Reorganization to improve the current corporate structure, making Cosan S.A. the only holding company of the Cosan Group (“Grupo Cosan” refers to the economic entity previously represented by Cosan Limited , Cosan S.A., Cosan Logística and its subsidiaries before the Merger, which, after the Merger, is represented by Cosan S.A. and its subsidiaries, as the context requires). The Operation aimed to simplify the corporate structure of the Cosan Group, unify and consolidate the outstanding shares in the financial market (“free floats”) of the Companies, increase the liquidity of their securities, as well as unlock the value that exists within the Cosan Group and facilitate future fundraising.
As part of the Transaction carried out, Cosan Limited and Cosan Logística were merged into Cosan S.A.. After the completion of the transaction, the outstanding shares of Cosan S.A. were directly held by all shareholders of Cosan Limited, Cosan S.A. and Cosan Logística. As part of the Mergers, Cosan S.A. issued American Depositary Shares (“ADSs”) listed on the New York Stock Exchange (New York Stock Exchange - NYSE) or Cosan S.A. shares listed on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) for the shareholders of Cosan Limited. As for Cosan Logística, the shareholders of Cosan Logística became owners of shares of Cosan S.A.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Simplified operational structure after incorporations.
Respecting the Merger Protocols, subject to the terms and conditions described therein, and after the consummation of all transactions contemplated by them, Cosan Limited and Cosan Logística were merged, ceased to exist and their rights and obligations were transferred to Cosan S.A. as a Company successor.
The administrators of Cosan S.A., Cosan Limited and Cosan Logística evaluated the exchange ratio negotiated and recommended by the committees and stated as follows:
- The exchange ratio was 0.772788 shares issued by Cosan Limited for each share issued by Cosan S.A, or 1 American Depositary Receipts (“ADRs”) of the Company (each ADR representing a common share of the Company). Thus, as a result of the Merger and in view of the Exchange Ratio, 308,554,969 shares issued by Cosan S.A. were issued former Cosan Limited shareholders; and
- The exchange ratio was 3.943112 shares issued by Cosan Logística for each share issued by Cosan S.A. Thus, as a result of the Merger and in view of the Exchange Ratio, 31,025,350 shares issued by Cosan S.A. were issued to the former shareholders of Cosan Logística.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
On January 22, 2021, the proposed corporate reorganization of the Companies, which consisted of the merger of companies under common control Cosan Limited and Cosan Logística, was approved at the respective extraordinary general meetings of the Companies.
After the approval of the Mergers at the respective Extraordinary Shareholders' Meetings (“AGE”) of the companies, Cosan Logística shareholders were able to exercise the right of withdrawal within 30 days after the AGEs, based on the Valuation Report at Cosan's Market Price Logistics, resulting in R$12.40 per share. On February 22, 2021, the term ended and no shareholder exercised his right of withdrawal.
Also considering the meeting of the Company's Board of Directors held on February 5, 2021, among other matters, the Board decided to cancel 10,000,000 shares issued by the Company that were held in treasury.
The merged and consolidated subsidiaries as of March 1, 2021, generated a profit of R$57,814 in the Company's net income for the month March 2021.
Basis of preparation of reviewed financial information
The balance sheets as of March 1, 2021 are based on the individual and consolidated historical balances of Cosan S.A., Cosan Limited and Cosan Logística, as shown below:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Parent company
Open Balance (01/03/2021)
|
|
|
|
| Incorporated companies |
|
|
|
|
|
| ||||
|
|
| Consolidated Cosan S.A. |
| Corporate Cosan Limited |
| Consolidated Cosan Logística |
| Total incorporated assets |
| Elimination |
| Adjustments |
| Cosan S.A. post-reorganization |
Assets |
|
|
|
|
|
|
|
|
|
| 1.2.(a) |
| 1.2.(b) |
|
|
Cash and cash equivalents |
|
| 1,099,643 |
| 353,595 |
| 6 |
| 353,601 |
| — |
| — |
| 1,453,244 |
Marketable securities |
|
| 927,011 |
| — |
| — |
| — |
| — |
| — |
| 927,011 |
Derivative financial instruments |
|
| 71,133 |
| — |
| — |
| — |
| — |
| — |
| 71,133 |
Receivables from related parties |
|
| 279,718 |
| 54 |
| 194 |
| 248 |
| (12,481) |
| — |
| 267,485 |
Income tax receivable |
|
| 143,359 |
| 3 |
| 2,841 |
| 2,844 |
| — |
| — |
| 146,203 |
Other current tax receivable |
|
| 35,515 |
| — |
| 4 |
| 4 |
| — |
| — |
| 35,519 |
Dividends receivable |
|
| 160,694 |
| 148,271 |
| — |
| 148,271 |
| (148,271) |
| — |
| 160,694 |
Other financial assets |
|
| 734,903 |
| — |
| — |
| — |
| — |
| (734,903) |
| — |
Other current assets |
|
| 101,221 |
| 1,744 |
| — |
| 1,744 |
| — |
| — |
| 102,965 |
Total current assets |
|
| 3,553,197 |
| 503,667 |
| 3,045 |
| 506,712 |
| (160,752) |
| (734,903) |
| 3,164,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
| 75,959 |
| — |
| — |
| — |
| — |
| 80,483 |
| 156,442 |
Receivables from related parties |
|
| 576,929 |
| — |
| — |
| — |
| — |
| — |
| 576,929 |
Other non-current tax receivable |
|
| 37,623 |
| — |
| — |
| — |
| — |
| — |
| 37,623 |
Judicial deposits |
|
| 384,455 |
| — |
| 1,017 |
| 1,017 |
| — |
| — |
| 385,472 |
Derivative financial instruments |
|
| 2,758,732 |
| 183,426 |
| — |
| 183,426 |
| — |
| — |
| 2,942,158 |
Other non-current assets |
|
| 169,370 |
| — |
| — |
| — |
| — |
| — |
| 169,370 |
Investments in associates |
|
| 13,025,364 |
| 8,769,145 |
| 4,259,390 |
| 13,028,535 |
| (8,761,919) |
| 329,118 |
| 17,621,098 |
Property, plant and equipment |
|
| 60,457 |
| 2,724 |
| — |
| 2,724 |
| — |
| — |
| 63,181 |
Intangible assets and goodwill |
|
| 2,067 |
| — |
| — |
| — |
| — |
| — |
| 2,067 |
Right-of-use assets |
|
| 24,212 |
| 8,430 |
| — |
| 8,430 |
| — |
| — |
| 32,642 |
Total non-current assets |
|
| 17,115,168 |
| 8,963,725 |
| 4,260,407 |
| 13,224,132 |
| (8,761,919) |
| 409,601 |
| 21,986,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
| 20,668,365 |
| 9,467,392 |
| 4,263,452 |
| 13,730,844 |
| (8,922,671) |
| (325,302) |
| 25,151,236 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
|
|
| Incorporated companies |
|
|
|
|
|
| ||||
|
|
| Consolidated Cosan S.A. |
| Corporate Cosan Limited |
| Consolidated Cosan Logística |
| Total incorporated assets |
| Elimination |
| Adjustments |
| Cosan S.A. post-reorganization |
Liabilities |
|
|
|
|
|
|
|
|
|
| 1.2.(a) |
| 1.2.(b) |
|
|
Loans, borrowings and debentures |
|
| — |
| 98,397 |
| 38,981 |
| 137,378 |
| — |
| — |
| 137,378 |
Leases |
|
| 2,785 |
| 824 |
| — |
| 824 |
| — |
| — |
| 3,609 |
Derivative financial instruments |
|
| 1,253 |
| — |
| — |
| — |
| — |
| — |
| 1,253 |
Trade payables |
|
| 1,769 |
| 207 |
| 40 |
| 247 |
| — |
| — |
| 2,016 |
Employee benefits payables |
|
| 24,246 |
| — |
| — |
| — |
| — |
| — |
| 24,246 |
Income tax payables |
|
| 614 |
| 3 |
| 5 |
| 8 |
| — |
| — |
| 622 |
Other taxes payable |
|
| 115,593 |
| 9 |
| 1,251 |
| 1,260 |
| — |
| (11,544) |
| 105,309 |
Dividends payable |
|
| 216,929 |
| — |
| 241 |
| 241 |
| (148,271) |
| — |
| 68,899 |
Payables to related parties |
|
| 318,535 |
| 4,844 |
| 407 |
| 5,251 |
| (12,483) |
| — |
| 311,303 |
Other current liabilities |
|
| 107,502 |
| 7,902 |
| 992 |
| 8,894 |
| — |
| — |
| 116,396 |
Total current liabilities |
|
| 789,226 |
| 112,186 |
| 41,917 |
| 154,103 |
| (160,754) |
| (11,544) |
| 771,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
| — |
| 4,124,973 |
| 1,719,992 |
| 5,844,965 |
| — |
| — |
| 5,844,965 |
Leases |
|
| 24,930 |
| 8,887 |
| — |
| 8,887 |
| — |
| — |
| 33,817 |
Preferred shareholders payable in subsidiaries |
|
| 389,585 |
| — |
| — |
| — |
| — |
| — |
| 389,585 |
Derivative financial instruments |
|
| 110,554 |
| — |
| — |
| — |
| — |
| — |
| 110,554 |
Other taxes payable |
|
| 140,978 |
| — |
| — |
| — |
| — |
| — |
| 140,978 |
Provision for legal proceedings |
|
| 309,484 |
| — |
| — |
| — |
| — |
| — |
| 309,484 |
Provision for uncovered liability of associates |
|
| 432,350 |
| — |
| — |
| — |
| — |
| — |
| 432,350 |
Payables to related parties |
|
| 7,499,128 |
| 47,771 |
| — |
| 47,771 |
| — |
| — |
| 7,546,899 |
Post-employment benefits |
|
| 155 |
| — |
| — |
| — |
| — |
| — |
| 155 |
Other non-current liabilities |
|
| 288,658 |
| — |
| — |
| — |
| — |
| — |
| 288,658 |
Total non-current liabilities |
|
| 9,195,822 |
| 4,181,631 |
| 1,719,992 |
| 5,901,623 |
| — |
| — |
| 15,097,445 |
Total liabilities |
|
| 9,985,048 |
| 4,293,817 |
| 1,761,909 |
| 6,055,726 |
| (160,754) |
| (11,544) |
| 15,868,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
| 5,727,478 |
| 5,328 |
| 2,284,893 |
| 2,290,221 |
| (1,651,846) |
| — |
| 6,365,853 |
Reserves and other components of equity |
|
| 4,955,839 |
| 5,168,247 |
| 216,650 |
| 5,384,897 |
| (7,110,071) |
| (313,758) |
| 2,916,907 |
|
|
| 10,683,317 |
| 5,173,575 |
| 2,501,543 |
| 7,675,118 |
| (8,761,917) |
| (313,758) |
| 9,282,760 |
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 10,683,317 |
| 5,173,575 |
| 2,501,543 |
| 7,675,118 |
| (8,761,917) |
| (313,758) |
| 9,282,760 |
Total shareholders' equity |
|
| 10,683,317 |
| 5,173,575 |
| 2,501,543 |
| 7,675,118 |
| (8,761,917) |
| (313,758) |
| 9,282,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity and liabilities |
|
| 20,668,365 |
| 9,467,392 |
| 4,263,452 |
| 13,730,844 |
| (8,922,671) |
| (325,302) |
| 25,151,236 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Consolidated
Open Balance (01/03/2021)
|
|
|
|
| Incorporated companies |
|
|
|
|
|
| ||||
|
|
| Consolidated Cosan S.A. |
| Corporate Cosan Limited |
| Consolidated Cosan Logística |
| Total incorporated assets |
| Elimination |
| Adjustments |
| Cosan S.A. post-reorganization |
Assets |
|
|
|
|
|
|
|
|
|
| 1.2.(a) |
| 1.2.(b) |
|
|
Cash and cash equivalents |
|
| 4,367,675 |
| 356,410 |
| 7,769,445 |
| 8,125,855 |
| — |
| — |
| 12,493,530 |
Marketable securities |
|
| 1,686,029 |
| 327 |
| 3,025,185 |
| 3,025,512 |
| — |
| — |
| 4,711,541 |
Trade receivables |
|
| 1,639,123 |
| 305 |
| 617,546 |
| 617,851 |
| — |
| — |
| 2,256,974 |
Derivative financial instruments |
|
| 182,922 |
| — |
| 82,191 |
| 82,191 |
| — |
| — |
| 265,113 |
Inventories |
|
| 659,485 |
| 8 |
| 255,042 |
| 255,050 |
| — |
| — |
| 914,535 |
Receivables from related parties |
|
| 205,383 |
| 36 |
| 36,451 |
| 36,487 |
| (12,481) |
| — |
| 229,389 |
Income tax receivable |
|
| 169,644 |
| 7 |
| 98,343 |
| 98,350 |
| — |
| — |
| 267,994 |
Other current tax receivable |
|
| 372,525 |
| 172 |
| 345,539 |
| 345,711 |
| — |
| — |
| 718,236 |
Dividends receivable |
|
| 77,561 |
| 148,271 |
| 6,322 |
| 154,593 |
| (148,271) |
| — |
| 83,883 |
Sectorial financial assets |
|
| 216,488 |
| — |
| — |
| — |
| — |
| — |
| 216,488 |
Other financial assets |
|
| 804,256 |
| — |
| — |
| — |
| — |
| (734,903) |
| 69,353 |
Other current assets |
|
| 294,606 |
| 1,955 |
| 264,994 |
| 266,949 |
| — |
| — |
| 561,555 |
Total current assets |
|
| 10,675,697 |
| 507,491 |
| 12,501,058 |
| 13,008,549 |
| (160,752) |
| (734,903) |
| 22,788,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
| 19,476 |
| — |
| 6,303 |
| 6,303 |
| — |
| — |
| 25,779 |
Restricted cash |
|
| — |
| — |
| 29,835 |
| 29,835 |
| — |
| — |
| 29,835 |
Deferred tax assets |
|
| 631,987 |
| 33 |
| 1,350,121 |
| 1,350,154 |
| — |
| — |
| 1,982,141 |
Receivables from related parties |
|
| 207,905 |
| — |
| 94,473 |
| 94,473 |
| (47,770) |
| — |
| 254,608 |
Income taxes receivable |
|
| 309 |
| — |
| 40,707 |
| 40,707 |
| — |
| — |
| 41,016 |
Other non-current tax receivable |
|
| 168,666 |
| — |
| 782,580 |
| 782,580 |
| — |
| — |
| 951,246 |
Judicial deposits |
|
| 551,833 |
| — |
| 328,984 |
| 328,984 |
| — |
| — |
| 880,817 |
Derivative financial instruments |
|
| 3,311,933 |
| 183,426 |
| 2,346,374 |
| 2,529,800 |
| — |
| — |
| 5,841,733 |
Contract asset |
|
| 655,680 |
| — |
| — |
| — |
| — |
| — |
| 655,680 |
Other non-current assets |
|
| 235,161 |
| 2 |
| 57,726 |
| 57,728 |
| — |
| — |
| 292,889 |
Investments in associates |
|
| 331,005 |
| 8,758,462 |
| 49,953 |
| 8,808,415 |
| (9,087,580) |
| 329,118 |
| 380,958 |
Investments in joint ventures |
|
| 7,613,457 |
| — |
| — |
| — |
| — |
| — |
| 7,613,457 |
Property, plant and equipment |
|
| 424,651 |
| 4,335 |
| 14,032,909 |
| 14,037,244 |
| — |
| — |
| 14,461,895 |
Intangible assets and goodwill |
|
| 10,184,202 |
| 15,159 |
| 7,226,616 |
| 7,241,775 |
| — |
| — |
| 17,425,977 |
Right-of-use assets |
|
| 83,664 |
| 8,853 |
| 7,809,397 |
| 7,818,250 |
| — |
| — |
| 7,901,914 |
Total non-current assets |
|
| 24,419,929 |
| 8,970,270 |
| 34,155,978 |
| 43,126,248 |
| (9,135,350) |
| 329,118 |
| 58,739,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
| 35,095,626 |
| 9,477,761 |
| 46,657,036 |
| 56,134,797 |
| (9,296,102) |
| (405,785) |
| 81,528,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
|
|
| Incorporated companies |
|
|
|
|
|
| ||||
|
|
| Consolidated Cosan S.A. |
| Corporate Cosan Limited |
| Consolidated Cosan Logística |
| Total incorporated assets |
| Elimination |
| Adjustments |
| Cosan S.A. post-reorganization |
Liabilities |
|
|
|
|
|
|
|
|
|
| 1.2.(a) |
| 1.2.(b) |
|
|
Loans, borrowings and debentures |
|
| 842,781 |
| 98,420 |
| 2,318,462 |
| 2,416,882 |
| — |
| — |
| 3,259,663 |
Leases |
|
| 11,867 |
| 1,068 |
| 510,047 |
| 511,115 |
| — |
| — |
| 522,982 |
Derivative financial instruments |
|
| 146,261 |
| — |
| — |
| — |
| — |
| — |
| 146,261 |
Trade payables |
|
| 1,813,517 |
| 1,335 |
| 566,273 |
| 567,608 |
| — |
| — |
| 2,381,125 |
Employee benefits payables |
|
| 214,941 |
| 1,782 |
| 154,262 |
| 156,044 |
| — |
| — |
| 370,985 |
Income tax payables |
|
| 331,264 |
| 580 |
| 245,826 |
| 246,406 |
| — |
| — |
| 577,670 |
Other taxes payable |
|
| 375,996 |
| 10 |
| 33,092 |
| 33,102 |
| — |
| (11,544) |
| 397,554 |
Dividends payable |
|
| 285,209 |
| — |
| 10,267 |
| 10,267 |
| (148,271) |
| — |
| 147,205 |
Concessions payable |
|
| — |
| — |
| 159,330 |
| 159,330 |
| — |
| — |
| 159,330 |
Payables to related parties |
|
| 304,021 |
| 5,786 |
| 188,971 |
| 194,757 |
| (12,483) |
| — |
| 486,295 |
Sectorial financial liabilities |
|
| 93,244 |
| — |
| — |
| — |
| — |
| — |
| 93,244 |
Other financial liabilities |
|
| 120,247 |
| — |
| 361,494 |
| 361,494 |
| — |
| — |
| 481,741 |
Other current liabilities |
|
| 229,603 |
| 9,289 |
| 298,692 |
| 307,981 |
| — |
| — |
| 537,584 |
Total current liabilities |
|
| 4,768,951 |
| 118,270 |
| 4,846,716 |
| 4,964,986 |
| (160,754) |
| (11,544) |
| 9,561,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
| 14,091,982 |
| 4,125,001 |
| 20,275,636 |
| 24,400,637 |
| — |
| — |
| 38,492,619 |
Leases |
|
| 67,882 |
| 9,097 |
| 2,430,749 |
| 2,439,846 |
| — |
| — |
| 2,507,728 |
Preferred shareholders payable in subsidiaries |
|
| 389,585 |
| — |
| — |
| — |
| — |
| — |
| 389,585 |
Derivative financial instruments |
|
| 110,554 |
| — |
| — |
| — |
| — |
| — |
| 110,554 |
Other taxes payable |
|
| 146,539 |
| — |
| 2,112 |
| 2,112 |
| — |
| — |
| 148,651 |
Provision for legal proceedings |
|
| 890,189 |
| — |
| 497,574 |
| 497,574 |
| — |
| — |
| 1,387,763 |
Concessions payable |
|
| — |
| — |
| 2,849,861 |
| 2,849,861 |
| — |
| — |
| 2,849,861 |
Payables to related parties |
|
| — |
| 47,771 |
| — |
| 47,771 |
| (47,771) |
| — |
| — |
Post-employment benefits |
|
| 733,047 |
| — |
| 57 |
| 57 |
| — |
| — |
| 733,104 |
Deferred tax liabilities |
|
| 1,326,171 |
| — |
| 1,988,261 |
| 1,988,261 |
| — |
| (80,483) |
| 3,233,949 |
Sectorial financial liabilities |
|
| 499,016 |
| — |
| — |
| — |
| — |
| — |
| 499,016 |
Deferred revenue |
|
| — |
| — |
| 42,100 |
| 42,100 |
| — |
| — |
| 42,100 |
Other non-current liabilities |
|
| 694,781 |
| — |
| 64,680 |
| 64,680 |
| — |
| — |
| 759,461 |
Total non-current liabilities |
|
| 18,949,746 |
| 4,181,869 |
| 28,151,030 |
| 32,332,899 |
| (47,771) |
| (80,483) |
| 51,154,391 |
Total liabilities |
|
| 23,718,697 |
| 4,300,139 |
| 32,997,746 |
| 37,297,885 |
| (208,525) |
| (92,027) |
| 60,716,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
| 5,727,478 |
| 5,328 |
| 2,284,893 |
| 2,290,221 |
| (1,651,846) |
| — |
| 6,365,853 |
Reserves and other components of equity |
|
| 4,955,839 |
| 5,168,247 |
| 216,650 |
| 5,384,897 |
| (7,110,071) |
| (313,758) |
| 2,916,907 |
|
|
| 10,683,317 |
| 5,173,575 |
| 2,501,543 |
| 7,675,118 |
| (8,761,917) |
| (313,758) |
| 9,282,760 |
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 10,683,317 |
| 5,173,575 |
| 2,501,543 |
| 7,675,118 |
| (8,761,917) |
| (313,758) |
| 9,282,760 |
Non-controlling interests |
|
| 693,612 |
| 4,047 |
| 11,157,747 |
| 11,161,794 |
| (325,660) |
| — |
| 11,529,746 |
Total shareholders' equity |
|
| 11,376,929 |
| 5,177,622 |
| 13,659,290 |
| 18,836,912 |
| (9,087,577) |
| (313,758) |
| 20,812,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity and liabilities |
|
| 35,095,626 |
| 9,477,761 |
| 46,657,036 |
| 56,134,797 |
| (9,296,102) |
| (405,785) |
| 81,528,536 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Adjustments and assumptions used
The financial information was prepared and presented based on the individual and consolidated balances and the adjustments were determined following Management's assumptions and best estimates that include the following adjustments:
1.2.(a) Elimination
The consummate operation was an intra-group reorganization, in which: (1) it involved only entities that are under common control; and (2) all the entities involved were already presented at Cosan Limited on a consolidated basis. As a result, the investment balances that Cosan Limited held in Cosan logistics and Cosan S.A. were eliminated, as well as the effects of transactions between related parties.
1.2.(b) Adjustment of other financial assets
Cosan S.A. owned 40,065,607 shares of Rumo S.A., representing 2.16% of its shareholders 'equity, and 477,196 shares of Cosan Logística, representing 0.10% of its shareholders' equity. These shares were recorded in the balance sheet as a financial asset, being measured at fair value through profit or loss, as Management considered trading these shares.
With the corporate reorganization, the financial asset, as well as its applicable taxes, was derecognized for R$734,903 and, consequently, an investment in subsidiary of R$329,118 was recorded. Additionally, the amount of R$313,758 was recognized in equity.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
2 Statement of compliance
These individual and consolidated interim financial statements have been prepared and are being presented in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Statements and with international standards IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and also based on the provisions contained in the Brazilian Corporation Law, and presented in a manner consistent with the rules issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR.
The presentation of the Statements of Value Added (DVA), individual and consolidated, is required by Brazilian corporate law and the accounting practices adopted in Brazil applicable to publicly-held companies CPC 09 - Statement of Added Value. IFRS standards do not require the presentation of this statement. As a consequence, under IFRS, this statement is presented as supplementary information, without prejudice to the set of interim financial statements.
Except for information from the merged companies, these interim financial statements were prepared following the basis of preparation and accounting policies consistent with those adopted in the preparation of the financial statements of December 31, 2020 and should be read together.
The information in the explanatory notes that have not undergone any significant changes compared to December 31, 2020 has not been fully presented in this quarterly information.
The relevant information proper to the interim financial statements, and only them, are being disclosed and that correspond to those used by Management in its management.
These interim financial statements were authorized for issue by Management on May 14, 2021.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
3 Accounting policies
These interim financial statements were prepared following the basis of preparation and accounting policies consistent with those adopted in the preparation of the financial statements of December 31, 2020, except for the statements described in the respective notes from the companies incorporated in the corporate reorganization, as per note 1.2. All balances have been rounded to the nearest thousand, except where otherwise indicated.
4 Segment information
The following segment information is used by Company’s senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. The Company evaluates the performance of its operating segments based on the measure of Earnings Before Interest Taxes, Depreciation and Amortization (“EBITDA”).
Reported segments:
- Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (Very High Polarization, or “VHP”), and renewable products, such as anhydrous and hydrated ethanol, second generation ethanol and activities related to energy cogeneration from sugarcane bagasse, among other. In addition, this segment holds interests in companies engaged in research and development on new technology;
- Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the “Shell” brand throughout Brazil, petroleum refining, the operation of fuel resellers, a convenience store business, the manufacture and sale of automotive and industrial lubricants, and the production and sale of liquefied petroleum gas throughout Argentina;
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
- Gas and Energy: its main activities are: (i) distribution of piped natural gas in part of the State of São Paulo to customers in the industrial, residential, commercial, automotive and cogeneration sectors; and (ii) the sale of electricity, comprising the purchase and sale of electricity to other traders, to consumers who have a free choice of supplier and to other agents permitted by law, other investments in the development process and corporate activities, including TRSP - LNG Regasification Terminal of São Paulo S.A. (“TRSP”), Rota 4 Participações S.A. (“Rota 4”) and Edge II - Empresa de Geração de Energia S.A..
- Moove: production and distribution of lubricants under the Mobil brand in Brazil, Argentina, Bolivia, Uruguay, Paraguay, the United States of America and Europe, as well as in the European and Asian markets under the “Comma” trademark and corporate activities;
- Logistics: logistics services for rail transportation, storage and port loading of commodities, mainly for grains and sugar, leasing of locomotives, wagons and another railroad equipment; and
Reconciliation:
- Cosan Corporate: digital wallet platform and other investments, in addition to the corporate activities of the Company. The Cosan corporate segment includes the financing subsidiaries for the Cosan group.
Although, Raízen Energia S.A. (“Raízen Energia”) and Raízen Combustíveis are equity accounted joint ventures and are no longer proportionally consolidated, senior management continues to review segment information. A reconciliation of these segments is presented in the column “Deconsolidated effects.”
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2021 | ||||||||||||||||||
| Reported segments |
| Reconciliation |
| Consolidated | ||||||||||||||
| Raízen Energia |
| Raízen Combustíveis |
| Gas and Energy |
| Moove |
| Logistics (ii) |
| Cosan Corporate |
| Deconsolidated effects |
| Segment elimination |
| |||
|
| Brazil |
| Argentina |
|
|
|
|
|
|
| ||||||||
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales | 9,909,774 |
| 23,919,738 |
| 5,243,764 |
| 3,207,371 |
| 1,783,529 |
| 828,461 |
| 377 |
| (39,073,276) |
| (4,083) |
| 5,815,655 |
Domestic market (i) | 5,050,364 |
| 23,919,738 |
| 5,243,764 |
| 3,207,371 |
| 1,627,996 |
| 828,461 |
| 377 |
| (34,213,866) |
| (4,083) |
| 5,660,122 |
External market (i) | 4,859,410 |
| — |
| — |
| — |
| 155,533 |
| — |
| — |
| (4,859,410) |
| — |
| 155,533 |
Net sales | 9,424,596 |
| 22,945,322 |
| 3,541,760 |
| 2,516,622 |
| 1,417,556 |
| 785,351 |
| 353 |
| (35,911,678) |
| (4,083) |
| 4,715,799 |
Cost of sales | (8,655,960) |
| (21,935,380) |
| (3,027,334) |
| (1,817,781) |
| (1,083,803) |
| (471,989) |
| (377) |
| 33,618,674 |
| 4,083 |
| (3,369,867) |
Gross profit | 768,636 |
| 1,009,942 |
| 514,426 |
| 698,841 |
| 333,753 |
| 313,362 |
| (24) |
| (2,293,004) |
| — |
| 1,345,932 |
Selling expenses | (262,598) |
| (344,589) |
| (247,121) |
| (26,173) |
| (128,739) |
| (3,052) |
| (691) |
| 854,308 |
| — |
| (158,655) |
General and administrative expenses | (165,706) |
| (137,025) |
| (56,139) |
| (225,586) |
| (56,036) |
| (31,412) |
| (50,574) |
| 358,870 |
| — |
| (363,608) |
Other income (expenses), net | 113,048 |
| 61,219 |
| 32,677 |
| (6,167) |
| 12,928 |
| (10,782) |
| (24,905) |
| (206,944) |
| — |
| (28,926) |
Interest in earnings of associates | — |
| 91,527 |
| — |
| — |
| — |
| 130 |
| 524,629 |
| (91,527) |
| (525,953) |
| (1,194) |
Interest in earnings of joint ventures | 10,382 |
| (8,393) |
| — |
| — |
| — |
| — |
| 254,801 |
| (1,989) |
| — |
| 254,801 |
Finance results, net | (240,798) |
| (201,154) |
| (99,329) |
| (59,806) |
| (51,423) |
| (175,677) |
| (95,005) |
| 541,281 |
| — |
| (381,911) |
Finance expense | (78,574) |
| 57,448 |
| (18,135) |
| (145,108) |
| (7,612) |
| (444) |
| (18,653) |
| 39,261 |
| — |
| (171,817) |
Finance income | 81,136 |
| 52,822 |
| 39,601 |
| 149,922 |
| 2,836 |
| 19,474 |
| 18,919 |
| (173,559) |
| — |
| 191,151 |
Foreign exchange, net | (234,400) |
| (811,895) |
| (82,553) |
| (83,347) |
| (58,589) |
| (164,859) |
| (684,664) |
| 1,128,848 |
| — |
| (991,459) |
Derivatives | (8,960) |
| 500,471 |
| (38,242) |
| 18,727 |
| 11,942 |
| (29,848) |
| 589,393 |
| (453,269) |
| — |
| 590,214 |
Income tax (expense)benefit | (46,216) |
| (125,978) |
| (52,987) |
| 90,030 |
| (43,557) |
| (34,755) |
| 30,106 |
| 225,181 |
| — |
| 41,824 |
Profit (loss) for the period | 176,748 |
| 345,549 |
| 91,527 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824) |
| (525,953) |
| 708,263 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | 181,822 |
| 331,233 |
| 91,527 |
| 462,399 |
| 46,487 |
| 17,067 |
| 638,807 |
| (604,582) |
| (525,953) |
| 638,807 |
Non-controlling interests | (5,074) |
| 14,316 |
| — |
| 8,740 |
| 20,439 |
| 40,747 |
| (470) |
| (9,242) |
| — |
| 69,456 |
| 176,748 |
| 345,549 |
| 91,527 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824) |
| (525,953) |
| 708,263 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 1,083,642 |
| 82,247 |
| 164,221 |
| 137,040 |
| 26,049 |
| 145,248 |
| 2,972 |
| (1,330,110) |
| 2 |
| 311,311 |
EBITDA | 1,547,404 |
| 754,928 |
| 408,064 |
| 577,955 |
| 187,955 |
| 413,494 |
| 706,208 |
| (2,710,396) |
| (525,951) |
| 1,359,661 |
Additions to PP&E, intangible and contract assets | 1,257,312 |
| 54,332 |
| 147,579 |
| 231,244 |
| 6,579 |
| 229,235 |
| 742 |
| (1,459,223) |
| — |
| 467,800 |
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period | 176,748 |
| 345,549 |
| 91,527 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824) |
| (525,953) |
| 708,263 |
Income tax and (expense) benefit | 46,216 |
| 125,978 |
| 52,987 |
| (90,030) |
| 43,557 |
| 34,755 |
| (30,106) |
| (225,181) |
| — |
| (41,824) |
Finance results, net | 240,798 |
| 201,154 |
| 99,329 |
| 59,806 |
| 51,423 |
| 175,677 |
| 95,005 |
| (541,281) |
| — |
| 381,911 |
Depreciation and amortization | 1,083,642 |
| 82,247 |
| 164,221 |
| 137,040 |
| 26,049 |
| 145,248 |
| 2,972 |
| (1,330,110) |
| 2 |
| 311,311 |
EBITDA | 1,547,404 |
| 754,928 |
| 408,064 |
| 577,955 |
| 187,955 |
| 413,494 |
| 706,208 |
| (2,710,396) |
| (525,951) |
| 1,359,661 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
(ii) The results of the Logistics segment were consolidated as of March 1, 2021 as a result of the corporate reorganization, as detailed in Note 1.2.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2020 | ||||||||||||||||
| Reported segments |
| Reconciliation |
| Consolidated | ||||||||||||
| Raízen Energia |
| Raízen Combustíveis |
| Gas and Energy |
| Moove |
| Cosan Corporate |
| Deconsolidated effects |
| Segment elimination |
| |||
|
| Brazil |
| Argentina |
|
|
|
|
|
| |||||||
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales | 9,455,018 |
| 21,610,931 |
| 4,187,768 |
| 3,098,875 |
| 1,313,842 |
| — |
| (35,253,717) |
| — |
| 4,412,717 |
Domestic market (i) | 4,910,943 |
| 21,610,931 |
| 4,187,768 |
| 3,098,875 |
| 1,260,713 |
| — |
| (30,709,642) |
| — |
| 4,359,588 |
External market (i) | 4,544,075 |
| — |
| — |
| — |
| 53,129 |
| — |
| (4,544,075) |
| — |
| 53,129 |
Net sales | 8,995,333 |
| 20,537,673 |
| 2,986,452 |
| 2,475,345 |
| 1,031,167 |
| — |
| (32,519,458) |
| — |
| 3,506,512 |
Cost of sales | (8,179,782) |
| (19,744,529) |
| (2,732,934) |
| (1,680,462) |
| (804,738) |
| (1,177) |
| 30,657,245 |
| — |
| (2,486,377) |
Gross profit | 815,551 |
| 793,144 |
| 253,518 |
| 794,883 |
| 226,429 |
| (1,177) |
| (1,862,213) |
| — |
| 1,020,135 |
Selling expenses | (209,245) |
| (368,841) |
| (190,759) |
| (158,828) |
| (119,623) |
| (945) |
| 768,845 |
| — |
| (279,396) |
General and administrative expenses | (144,462) |
| (127,058) |
| (37,248) |
| (85,668) |
| (46,670) |
| (38,887) |
| 308,768 |
| — |
| (171,225) |
Other income (expenses), net | 269,821 |
| 113,046 |
| 24,485 |
| 10,688 |
| 28,341 |
| (74,983) |
| (407,352) |
| — |
| (35,954) |
Interest in earnings of associates | — |
| (13,310) |
| — |
| 4 |
| — |
| 398,298 |
| 13,310 |
| (397,482) |
| 820 |
Interest in earnings of joint ventures | (4,338) |
| 449 |
| — |
| — |
| — |
| 191,344 |
| 3,889 |
| — |
| 191,344 |
Finance results, net | (336,010) |
| (165,145) |
| (51,673) |
| (595) |
| (39,040) |
| (583,562) |
| 552,828 |
| — |
| (623,197) |
Finance expense | (228,080) |
| (278,501) |
| (23,775) |
| (89,481) |
| (8,112) |
| (650,427) |
| 530,356 |
| — |
| (748,020) |
Finance income | 97,332 |
| 75,158 |
| 7,491 |
| 206,133 |
| 9,987 |
| 49,529 |
| (179,981) |
| — |
| 265,649 |
Foreign exchange, net | (608,211) |
| (2,879,339) |
| (30,724) |
| (151,280) |
| (74,013) |
| (1,312,732) |
| 3,518,274 |
| — |
| (1,538,025) |
Derivatives | 402,949 |
| 2,917,537 |
| (4,665) |
| 34,033 |
| 33,098 |
| 1,330,068 |
| (3,315,821) |
| — |
| 1,397,199 |
Income tax (expense)benefit | (109,232) |
| (96,560) |
| (11,633) |
| (182,896) |
| (13,612) |
| 210,686 |
| 217,425 |
| — |
| 14,178 |
Profit (loss) for the period | 282,085 |
| 135,725 |
| (13,310) |
| 377,588 |
| 35,825 |
| 100,774 |
| (404,500) |
| (397,482) |
| 116,705 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | 244,384 |
| 137,284 |
| (13,310) |
| 372,196 |
| 25,286 |
| 102,250 |
| (368,358) |
| (397,482) |
| 102,250 |
Non-controlling interests | 37,701 |
| (1,559) |
| — |
| 5,392 |
| 10,539 |
| (1,476) |
| (36,142) |
| — |
| 14,455 |
| 282,085 |
| 135,725 |
| (13,310) |
| 377,588 |
| 35,825 |
| 100,774 |
| (404,500) |
| (397,482) |
| 116,705 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 1,197,519 |
| 78,221 |
| 142,584 |
| 116,762 |
| 23,468 |
| 3,290 |
| (1,418,324) |
| — |
| 143,520 |
EBITDA | 1,924,846 |
| 475,651 |
| 192,580 |
| 677,841 |
| 111,945 |
| 476,940 |
| (2,593,077) |
| (397,482) |
| 869,244 |
Additions to PP&E, intangible and contract assets | 1,068,310 |
| 74,922 |
| 87,372 |
| 250,758 |
| 3,140 |
| 4,747 |
| (1,230,604) |
| — |
| 258,645 |
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period | 282,085 |
| 135,725 |
| (13,310) |
| 377,588 |
| 35,825 |
| 100,774 |
| (404,500) |
| (397,482) |
| 116,705 |
Income tax and (expense) benefit | 109,232 |
| 96,560 |
| 11,633 |
| 182,896 |
| 13,612 |
| (210,686) |
| (217,425) |
| — |
| (14,178) |
Finance results, net | 336,010 |
| 165,145 |
| 51,673 |
| 595 |
| 39,040 |
| 583,562 |
| (552,828) |
| — |
| 623,197 |
Depreciation and amortization | 1,197,519 |
| 78,221 |
| 142,584 |
| 116,762 |
| 23,468 |
| 3,290 |
| (1,418,324) |
| — |
| 143,520 |
EBITDA | 1,924,846 |
| 475,651 |
| 192,580 |
| 677,841 |
| 111,945 |
| 476,940 |
| (2,593,077) |
| (397,482) |
| 869,244 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2021 | ||||||||||||||||||
| Reported segments |
| Reconciliation | Consolidated | |||||||||||||||
| Raízen Energia |
| Raízen Combustíveis |
| Gas and Energy |
| Moove |
| Logistics |
| Cosan Corporate |
| Deconsolidated effects |
| Segment elimination |
| |||
|
| Brazil |
| Argentina |
|
|
|
|
|
|
| ||||||||
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 4,042,966 |
| 2,011,708 |
| 593,072 |
| 1,424,003 |
| 900,064 |
| 3,724,605 |
| 1,884,498 |
| (6,647,746) |
| — |
| 7,933,170 |
Marketable securities | — |
| — |
| — |
| 788,702 |
| 186,220 |
| 1,746,047 |
| 1,014,690 |
| — |
| — |
| 3,735,659 |
Trade receivables | 1,421,788 |
| 2,230,966 |
| 580,390 |
| 1,073,911 |
| 615,839 |
| 620,870 |
| 782 |
| (4,233,144) |
| — |
| 2,311,402 |
Derivative financial instruments | 4,814,134 |
| 3,381,132 |
| — |
| 526,832 |
| 30,973 |
| 2,383,630 |
| 3,291,170 |
| (8,195,266) |
| — |
| 6,232,605 |
Inventories | 1,227,966 |
| 2,904,582 |
| 1,498,494 |
| 126,141 |
| 578,053 |
| 257,774 |
| 7 |
| (5,631,042) |
| — |
| 961,975 |
Sectorial financial assets | — |
| — |
| — |
| 184,105 |
| — |
| — |
| — |
| — |
| — |
| 184,105 |
Other financial assets | 154,940 |
| — |
| — |
| — |
| 69,381 |
| — |
| — |
| (154,940) |
| — |
| 69,381 |
Other current assets | 5,218,462 |
| 3,188,185 |
| 736,231 |
| 250,143 |
| 190,841 |
| 591,686 |
| 1,002,862 |
| (9,142,878) |
| (504,703) |
| 1,530,829 |
Other non-current assets | 5,758,948 |
| 2,199,360 |
| 51,234 |
| 174,664 |
| 303,242 |
| 2,878,845 |
| 1,905,722 |
| (8,009,542) |
| (463,278) |
| 4,799,195 |
Investments in associates | — |
| 3,713,879 |
| 390 |
| (1) |
| — |
| 50,082 |
| 9,956,732 |
| (3,714,269) |
| (9,624,173) |
| 382,640 |
Investments in joint ventures | 560,064 |
| 757,228 |
| — |
| — |
| — |
| — |
| 8,145,564 |
| (1,317,292) |
| — |
| 8,145,564 |
Biological assets | 1,353,186 |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,353,186) |
| — |
| — |
Derivative financial instruments | — |
| 2,768,998 |
| 117,434 |
| 589,634 |
| 12,459 |
| — |
| — |
| (2,886,432) |
| — |
| 602,093 |
Right-of-use assets | 5,233,892 |
| 81,424 |
| 430,312 |
| 19,119 |
| 45,585 |
| 7,787,692 |
| 32,911 |
| (5,745,628) |
| — |
| 7,885,307 |
Property, plant and equipment | 12,640,458 |
| 2,495,398 |
| 4,327,190 |
| 21,439 |
| 334,271 |
| 14,247,292 |
| 77,226 |
| (19,463,046) |
| — |
| 14,680,228 |
Intangible assets and goodwill | 3,596,404 |
| 2,471,303 |
| 40,239 |
| 8,946,407 |
| 1,315,639 |
| 7,214,055 |
| 27,068 |
| (6,107,946) |
| — |
| 17,503,169 |
Loans, borrowings and debentures | (16,849,614) |
| (6,728,597) |
| (856,567) |
| (6,185,908) |
| (847,762) |
| (15,594,719) |
| (13,947,645) |
| 24,434,778 |
| — |
| (36,576,034) |
Derivative financial instruments | (5,906,602) |
| (154,953) |
| (19,597) |
| (225,301) |
| — |
| — |
| (115,168) |
| 6,081,152 |
| — |
| (340,469) |
Trade payables | (4,253,194) |
| (5,646,695) |
| (1,011,285) |
| (1,127,985) |
| (683,358) |
| (496,192) |
| (2,436) |
| 10,911,174 |
| — |
| (2,309,971) |
Employee benefits payable | (478,168) |
| (93,398) |
| (84,356) |
| (48,450) |
| (64,243) |
| (133,822) |
| (16,003) |
| 655,922 |
| — |
| (262,518) |
Sectorial financial liabilities | — |
| — |
| — |
| (603,510) |
| — |
| — |
| — |
| — |
| — |
| (603,510) |
Other current liabilities | (2,089,192) |
| (3,727,929) |
| (1,524,233) |
| (385,124) |
| (244,394) |
| (996,903) |
| (502,583) |
| 7,341,354 |
| 41,068 |
| (2,087,936) |
Preferred shareholders payable in subsidiaries | — |
| — |
| — |
| — |
| — |
| — |
| (391,187) |
| — |
| — |
| (391,187) |
Leases | (4,588,316) |
| (95,631) |
| (391,249) |
| (9,767) |
| (47,754) |
| (2,991,574) |
| (38,095) |
| 5,075,196 |
| — |
| (3,087,190) |
Other non-current liabilities | (2,189,300) |
| (4,699,358) |
| (773,430) |
| (1,921,606) |
| (576,807) |
| (5,841,934) |
| (2,245,717) |
| 7,662,088 |
| 926,909 |
| (9,659,155) |
Total assets (net of liabilities) allocated by segment | 9,668,822 |
| 7,057,602 |
| 3,714,269 |
| 3,617,448 |
| 2,118,249 |
| 15,447,434 |
| 10,080,398 |
| (20,440,693) |
| (9,624,177) |
| 21,639,352 |
Total assets | 46,023,208 |
| 28,204,163 |
| 8,374,986 |
| 14,125,099 |
| 4,582,567 |
| 41,502,578 |
| 27,339,232 |
| (82,602,357) |
| (10,592,154) |
| 76,957,322 |
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company | 9,578,833 |
| 6,777,863 |
| 3,714,269 |
| 3,554,347 |
| 1,473,416 |
| 4,596,413 |
| 10,070,893 |
| (20,070,965) |
| (9,624,177) |
| 10,070,892 |
Non-controlling interests | 89,989 |
| 279,739 |
| — |
| 63,101 |
| 644,833 |
| 10,851,021 |
| 9,505 |
| (369,728) |
| — |
| 11,568,460 |
Total shareholders' equity | 9,668,822 |
| 7,057,602 |
| 3,714,269 |
| 3,617,448 |
| 2,118,249 |
| 15,447,434 |
| 10,080,398 |
| (20,440,693) |
| (9,624,177) |
| 21,639,352 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| December 31, 2020 | ||||||||||||||||
| Reported segments |
| Reconciliation | Consolidated | |||||||||||||
| Raízen Energia |
| Raízen Combustíveis |
| Gas and Energy |
| Moove |
| Cosan Corporate |
| Deconsolidated effects |
| Segment elimination |
| |||
|
| Brazil |
| Argentina |
|
|
|
|
|
| |||||||
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 2,293,506 |
| 752,369 |
| 396,039 |
| 1,899,533 |
| 936,345 |
| 1,778,175 |
| (3,441,914) |
| — |
| 4,614,053 |
Marketable securities | — |
| — |
| — |
| 1,188,625 |
| 168,066 |
| 914,879 |
| — |
| — |
| 2,271,570 |
Trade receivables | 1,835,656 |
| 2,070,824 |
| 358,816 |
| 1,121,612 |
| 483,227 |
| — |
| (4,265,296) |
| — |
| 1,604,839 |
Derivative financial instruments | 4,904,580 |
| 2,835,980 |
| — |
| 517,181 |
| 28,463 |
| 2,581,774 |
| (7,740,560) |
| — |
| 3,127,418 |
Inventories | 3,975,086 |
| 3,068,435 |
| 1,274,045 |
| 121,064 |
| 564,836 |
| — |
| (8,317,566) |
| — |
| 685,900 |
Sectorial financial assets | — |
| — |
| — |
| 241,749 |
| — |
| — |
| — |
| — |
| 241,749 |
Other financial assets | 160,600 |
| — |
| — |
| — |
| 69,126 |
| 779,695 |
| (160,600) |
| — |
| 848,821 |
Other current assets | 4,862,274 |
| 3,003,780 |
| 769,740 |
| 276,139 |
| 146,166 |
| 1,211,108 |
| (8,635,794) |
| (601,024) |
| 1,032,389 |
Other non-current assets | 5,374,084 |
| 2,247,516 |
| 61,018 |
| 169,905 |
| 398,796 |
| 1,566,400 |
| (7,682,618) |
| (365,383) |
| 1,769,718 |
Investments in associates | — |
| 3,299,738 |
| 356 |
| — |
| — |
| 4,989,472 |
| (3,300,094) |
| (4,655,767) |
| 333,705 |
Investments in joint ventures | 536,540 |
| 769,252 |
| — |
| — |
| — |
| 7,988,208 |
| (1,305,792) |
| — |
| 7,988,208 |
Biological assets | 1,073,582 |
| — |
| — |
| — |
| — |
| — |
| (1,073,582) |
| — |
| — |
Derivative financial instruments | — |
| 2,764,818 |
| 95,840 |
| 686,690 |
| 9,248 |
| — |
| (2,860,658) |
| — |
| 695,938 |
Right-of-use assets | 4,698,238 |
| 86,737 |
| 425,391 |
| 19,865 |
| 39,550 |
| 24,809 |
| (5,210,366) |
| — |
| 84,224 |
Property, plant and equipment | 11,667,442 |
| 2,544,094 |
| 3,953,982 |
| 15,326 |
| 327,535 |
| 74,135 |
| (18,165,518) |
| — |
| 416,996 |
Intangible assets and goodwill | 3,599,864 |
| 2,479,947 |
| 9,221 |
| 8,769,986 |
| 1,268,095 |
| 7,215 |
| (6,089,032) |
| — |
| 10,045,296 |
Loans, borrowings and debentures | (17,516,886) |
| (6,258,929) |
| (781,703) |
| (7,043,909) |
| (802,938) |
| (7,580,380) |
| 24,557,518 |
| — |
| (15,427,227) |
Derivative financial instruments | (4,502,866) |
| (246,237) |
| (15,155) |
| (286,018) |
| (348) |
| (131,461) |
| 4,764,258 |
| — |
| (417,827) |
Trade payables | (3,244,436) |
| (5,203,174) |
| (863,672) |
| (1,182,111) |
| (688,139) |
| (4,942) |
| 9,311,282 |
| — |
| (1,875,192) |
Employee benefits payable | (383,114) |
| (85,993) |
| (65,269) |
| (74,543) |
| (96,192) |
| (25,146) |
| 534,376 |
| — |
| (195,881) |
Sectorial financial liabilities | — |
| — |
| — |
| (565,911) |
| — |
| — |
| — |
| — |
| (565,911) |
Other current liabilities | (3,014,286) |
| (2,729,837) |
| (1,186,505) |
| (662,779) |
| (290,827) |
| (673,340) |
| 6,930,628 |
| 40,998 |
| (1,585,948) |
Preferred shareholders payable in subsidiaries | — |
| — |
| — |
| — |
| — |
| (387,044) |
| — |
| — |
| (387,044) |
Leases | (4,246,196) |
| (101,500) |
| (387,074) |
| (10,320) |
| (41,299) |
| (28,144) |
| 4,734,770 |
| — |
| (79,763) |
Other non-current liabilities | (2,015,788) |
| (4,942,688) |
| (744,976) |
| (1,856,161) |
| (554,141) |
| (2,235,324) |
| 7,703,452 |
| 925,409 |
| (3,720,217) |
Total assets (net of liabilities) allocated by segment | 10,057,880 |
| 6,355,132 |
| 3,300,094 |
| 3,345,923 |
| 1,965,569 |
| 10,850,089 |
| (19,713,106) |
| (4,655,767) |
| 11,505,814 |
Total assets | 44,981,452 |
| 25,923,490 |
| 7,344,448 |
| 15,027,675 |
| 4,439,453 |
| 21,915,870 |
| (78,249,390) |
| (5,622,174) |
| 35,760,824 |
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company | 9,967,891 |
| 6,075,393 |
| 3,300,094 |
| 3,288,315 |
| 1,367,157 |
| 10,847,666 |
| (19,343,378) |
| (4,655,473) |
| 10,847,665 |
Non-controlling interests | 89,989 |
| 279,739 |
| — |
| 57,608 |
| 598,412 |
| 2,423 |
| (369,728) |
| (294) |
| 658,149 |
Total shareholders' equity | 10,057,880 |
| 6,355,132 |
| 3,300,094 |
| 3,345,923 |
| 1,965,569 |
| 10,850,089 |
| (19,713,106) |
| (4,655,767) |
| 11,505,814 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
4.1 Net sales by segment
| March 31, 2021 |
| December 31, 2020 |
Reported segment |
|
|
|
Raízen Energia |
|
|
|
Ethanol | 3,735,930 |
| 3,669,801 |
Sugar | 3,437,927 |
| 2,302,881 |
Gas | 587,717 |
| 824,047 |
Diesel | 1,025,346 |
| 1,512,534 |
Cogeneration | 494,691 |
| 667,281 |
Other | 142,985 |
| 18,789 |
| 9,424,596 |
| 8,995,333 |
Raízen Combustíveis |
|
|
|
Fuels | 26,030,763 |
| 23,240,477 |
Other | 456,319 |
| 283,648 |
| 26,487,082 |
| 23,524,125 |
Gas and Energy |
|
|
|
Natural gas |
|
|
|
Industrial | 1,508,875 |
| 1,487,813 |
Residential | 294,334 |
| 311,140 |
Cogeneration | 140,769 |
| 94,195 |
Automotive | 59,859 |
| 76,296 |
Commercial | 89,890 |
| 126,311 |
Construction revenue | 179,282 |
| 197,221 |
Other | 24,403 |
| 13,594 |
| 2,297,412 |
| 2,306,570 |
Electricity trading | 219,210 |
| 168,775 |
Moove |
|
|
|
Finished goods | 1,257,545 |
| 953,350 |
Basic oil | 128,952 |
| 51,394 |
Services | 31,059 |
| 26,423 |
| 1,417,556 |
| 1,031,167 |
Logistics |
|
|
|
North operations | 589,227 |
| — |
South operations | 169,880 |
| — |
Container operations | 26,244 |
| — |
| 785,351 |
| — |
Reconciliation |
|
|
|
Cosan Corporate | 353 |
| — |
Deconsolidated effects and eliminations | (35,915,761) |
| (32,519,458) |
Total | 4,715,799 |
| 3,506,512 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5 Financial assets and liabilities
Financial assets and liabilities are as following:
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 704,884 |
| 1,148,860 |
| 1,509,462 |
| 2,154,257 |
Marketable securities | 5.2 |
| 844,191 |
| 788,965 |
| 3,735,659 |
| 2,271,570 |
Other financial assets | 5.4 |
| — |
| 779,695 |
| 69,381 |
| 848,821 |
Derivate financial instruments | 5.10 |
| 3,176,571 |
| 2,457,604 |
| 6,232,605 |
| 3,127,418 |
|
|
| 4,725,646 |
| 5,175,124 |
| 11,547,107 |
| 8,402,066 |
Amortized cost |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 544,783 |
| 407 |
| 6,423,708 |
| 2,459,796 |
Trade receivables | 5.3 |
| — |
| — |
| 2,311,402 |
| 1,604,839 |
Receivables from related parties | 5.5 |
| 706,837 |
| 760,342 |
| 377,466 |
| 271,766 |
Sector financial assets | 5.9 |
| — |
| — |
| 184,105 |
| 241,749 |
Dividends receivable |
|
| 177,032 |
| 160,694 |
| 102,592 |
| 77,561 |
|
|
| 1,428,652 |
| 921,443 |
| 9,399,273 |
| 4,655,711 |
Total |
|
| 6,154,298 |
| 6,096,567 |
| 20,946,380 |
| 13,057,777 |
| Note |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Liabilities |
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (1,761,793) |
| — |
| (17,224,203) |
| (8,590,199) |
Trade payables | 5.7 |
| (1,323) |
| (4,066) |
| (2,309,971) |
| (1,875,192) |
Other financial liabilities |
|
| — |
| — |
| (509,656) |
| (149,293) |
Lease liabilities | 5.8 |
| (37,614) |
| (28,145) |
| (3,087,190) |
| (79,763) |
Installment Leases and concessions under | 11 |
| — |
| — |
| (3,015,484) |
| — |
Payables to related parties | 5.5 |
| (7,939,597) |
| (7,374,879) |
| (366,835) |
| (150,484) |
Preferred shareholders payable in subsidiaries |
|
| (391,187) |
| (387,044) |
| (391,187) |
| (387,044) |
Dividends payable |
|
| (68,899) |
| (216,929) |
| (147,214) |
| (285,177) |
Sector financial liabilities | 5.9 |
| — |
| — |
| (603,510) |
| (565,911) |
Tax installments - REFIS | 12 |
| (193,108) |
| (193,353) |
| (201,885) |
| (199,586) |
|
|
| (10,393,521) |
| (8,204,416) |
| (27,857,135) |
| (12,282,649) |
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (4,254,085) |
| — |
| (19,351,831) |
| (6,837,028) |
Consideration payable |
|
| — |
| — |
| (218,115) |
| (224,787) |
Derivative financial instruments | 5.10 |
| (115,168) |
| (131,462) |
| (340,469) |
| (417,827) |
|
|
| (4,369,253) |
| (131,462) |
| (19,910,415) |
| (7,479,642) |
Total |
|
| (14,762,774) |
| (8,335,878) |
| (47,767,550) |
| (19,762,291) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.1 Cash and cash equivalents
| Parent Company |
| Consolidated | ||||
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Cash and bank accounts | 544,621 |
| 255 |
| 685,467 |
| 75,160 |
Savings account | — |
| — |
| 1,066,876 |
| 986,379 |
Financial investments | 705,046 |
| 1,149,012 |
| 6,180,827 |
| 3,552,514 |
| 1,249,667 |
| 1,149,267 |
| 7,933,170 |
| 4,614,053 |
Financial investments include the following:
|
| Parent company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Investment fund |
|
|
|
|
|
|
|
|
Repurchase agreements |
| 545,619 |
| 856,078 |
| 1,234,537 |
| 1,671,802 |
Bank certificate of deposits - CDB |
| 159,265 |
| 292,782 |
| 261,377 |
| 474,910 |
Other |
| — |
| — |
| 13,548 |
| 7,545 |
|
| 704,884 |
| 1,148,860 |
| 1,509,462 |
| 2,154,257 |
Bank investments |
|
|
|
|
|
|
|
|
Repurchase agreements |
| — |
| — |
| 54,397 |
| 1,293,833 |
Bank certificate of deposits - CDB |
| — |
| — |
| 4,500,543 |
| 104,272 |
Other |
| 162 |
| 152 |
| 116,425 |
| 152 |
|
| 162 |
| 152 |
| 4,671,365 |
| 1,398,257 |
|
| 705,046 |
| 1,149,012 |
| 6,180,827 |
| 3,552,514 |
The Company’s onshore financial investments are remunerated at rates around 100% of the Brazilian interbank offering rate (Certificado de Depósito Interbancário), or “CDI,” on March 31, 2021 (97% of CDI on December 31, 2020) and offshore financial investments are remunerated at rates around 100% of Fed funds. The sensitivity analysis on interest rate risks is in note 5.12.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.2 Marketable securities and restricted cash
Accounting policy Restricted cash are measured and classified at amortized cost, both of them with the average maturity of government bonds between two and five years, however they can be promptly redeemed and are subject to an insignificant risk of change in value. |
| Parent company |
| Consolidated | ||||
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Marketable securities |
|
|
|
|
|
|
|
Government security (i) | 844,191 |
| 788,965 |
| 3,730,333 |
| 2,271,570 |
Bank certificate of deposit - CDB | — |
| — |
| 5,326 |
| — |
| 844,191 |
| 788,965 |
| 3,735,659 |
| 2,271,570 |
Restricted cash |
|
|
|
|
|
|
|
Securities pledged as collateral | 30,012 |
| — |
| 59,872 |
| — |
| 30,012 |
| — |
| 59,872 |
| — |
(i) Government securities have stated interest connected to Special System for Settlement and Custody (Sistema Especial de Liquidação e de Custódia), or “SELIC”, with a return of approximately 100% of the CDI.
5.3 Trade receivables
|
| Consolidated | ||
|
| March 31, 2021 |
| December 31, 2020 |
Domestic – Local currency |
| 2,357,843 |
| 1,717,683 |
Export – Foreign currency |
| 81,750 |
| 17,502 |
|
| 2,439,593 |
| 1,735,185 |
|
|
|
|
|
Expected credit losses |
| (128,191) |
| (130,346) |
|
| 2,311,402 |
| 1,604,839 |
|
|
|
|
|
Current |
| 2,285,407 |
| 1,585,708 |
Non-current |
| 25,995 |
| 19,131 |
|
| 2,311,402 |
| 1,604,839 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.4 Other financial assets
The balance of other financial assets is composed as following:
|
|
| Parent Company |
| Consolidated | ||||
|
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Rumo S.A. Shares (i) |
|
| — |
| 770,862 |
| — |
| 770,862 |
Cosan Logística S.A. Shares (i) |
|
| — |
| 8,833 |
| — |
| 8,833 |
Other financial assets (ii) |
|
| — |
| — |
| 69,381 |
| 69,126 |
|
|
| — |
| 779,695 |
| 69,381 |
| 848,821 |
Current |
|
| — |
| 779,695 |
| 69,381 |
| 848,821 |
|
|
| — |
| 779,695 |
| 69,381 |
| 848,821 |
(i) | Through the corporate reorganization detailed in note 1.2, the registered value of the shares started to be classified as investments. |
(ii) | On March 31, 2020, Cosan Lubes Investments Limited (“CLI”) received R$65,478 due to the satisfaction of the conditions precedent on December 31, 2019, as provided for in the investment agreement between the Company and CVC Fund VII (“CVC”). On April 15, 2021, the updated amount of R$ 68,876 was liquidated. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.5 Related parties
a) Summary of balances to related parties
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Current asset |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. (i) |
| 13,833 |
| 23,274 |
| 45,213 |
| 29,485 |
Rumo S.A |
| 1,330 |
| 4,289 |
| — |
| 8,388 |
Aguassanta Participações S.A. |
| 947 |
| 837 |
| 947 |
| 837 |
Cosan Lubrificantes e Especialidades (ii) |
| 12,149 |
| 219,613 |
| — |
| — |
Compass Gás e Energia |
| 3,562 |
| 3,732 |
| — |
| — |
Payly Soluções e Pagamentos S.A |
| 1,747 |
| 2,390 |
| — |
| — |
Raízen Combustíveis S.A. (i) |
| 1,953 |
| 644 |
| 9,134 |
| 1,448 |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 14,286 |
| — |
Other |
| 1,780 |
| 9,190 |
| 694 |
| 8,601 |
|
| 37,301 |
| 263,969 |
| 70,274 |
| 48,759 |
Financial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. (i) |
| 22,245 |
| 21,141 |
| 22,245 |
| 21,141 |
Cosan Lubrificantes e Especialidades |
| 69,436 |
| — |
| — |
| — |
Raízen Combustíveis S.A. |
| 1,883 |
| 1,883 |
| 1,883 |
| 1,883 |
|
| 93,564 |
| 23,024 |
| 24,128 |
| 23,024 |
Total current assets |
| 130,865 |
| 286,993 |
| 94,402 |
| 71,783 |
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen Combustíveis S.A. (i) |
| — |
| — |
| 47,731 |
| — |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 75,000 |
| — |
|
| — |
| — |
| 122,731 |
| — |
Preferred shares |
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A |
| 4,959 |
| — |
| 4,959 |
| — |
Raízen Combustíveis S.A. (i) |
| — |
| — |
| 199 |
| — |
|
| 4,959 |
| — |
| 5,158 |
| — |
Corporate / financial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
| 155,175 |
| 155,175 |
| 155,175 |
| 155,175 |
Other |
| — |
| — |
| — |
| 44,808 |
Cosan Lubrificantes e Especialidades (ii) |
| 415,838 |
| 318,174 |
| — |
| — |
|
| 571,013 |
| 473,349 |
| 155,175 |
| 199,983 |
Total non-current assets |
| 575,972 |
| 473,349 |
| 283,064 |
| 199,983 |
Total assets |
| 706,837 |
| 760,342 |
| 377,466 |
| 271,766 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. (i) |
| 30,934 |
| 30,447 |
| 58,125 |
| 42,709 |
Raízen Combustíveis S.A. (i) |
| — |
| — |
| 206,382 |
| — |
Rumo S.A |
| 387 |
| 571 |
| — |
| 704 |
Cosan Lubrificantes e Especialidades (ii) |
| 533 |
| 8,059 |
| — |
| — |
Other |
| 5,041 |
| 258 |
| 933 |
| 53 |
|
| 36,895 |
| 39,335 |
| 265,440 |
| 43,466 |
Corporate / financial operations |
|
|
|
|
|
|
|
|
Raízen Combustíveis S.A. (i) |
| 14,693 |
| 11,386 |
| 14,693 |
| 11,387 |
Cosan Overseas Limited (iii) |
| 36,814 |
| 33,579 |
| — |
| — |
Cosan Luxembourg S.A. (iii) |
| 23,275 |
| 103,643 |
| — |
| — |
Raízen Energia S.A. |
| 81,978 |
| 90,797 |
| 86,561 |
| 95,631 |
Shell Brazil Holding B.V. |
| — |
| — |
| 141 |
| — |
|
| 156,760 |
| 239,405 |
| 101,395 |
| 107,018 |
Total current liabilities |
| 193,655 |
| 278,740 |
| 366,835 |
| 150,484 |
Non-current liabilities |
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades (ii) |
| 877,012 |
| 875,690 |
| — |
| — |
Cosan Luxembourg S.A. (iii) |
| 3,951,078 |
| 3,603,911 |
| — |
| — |
Aldwich |
| 49,261 |
| — |
| — |
| — |
Cosan Overseas Limited (iii) |
| 2,868,591 |
| 2,616,538 |
| — |
| — |
Total non-current liabilities |
| 7,745,942 |
| 7,096,139 |
| — |
| — |
Total liabilities |
| 7,939,597 |
| 7,374,879 |
| 366,835 |
| 150,484 |
(i) | Current and non-current assets receivable from Raízen Energia and Raízen Combustíveis are, primarily, tax credits which will be reimbursed to the Company when realized. The preferred shares are used to Raízen reimburse Cosan, with preferential dividends, when the net operating loss is consumed in Raízen. |
Current liabilities represent amounts owed to Raízen Energia and Raízen Combustíveis related to expenses regarding legal disputes and other liabilities, generated before the formation of joint ventures, which are responsibility of Cosan S.A.. | |
(ii) | On December 31, 2018, a contract for the assumption of rights and obligations between the Company and the subsidiary CLE was signed and assets and liabilities related to the fuel business were transferred from the acquisition of Esso Brasileira de Petróleo Ltda. (“Esso”) in 2008, which were not contributed to the formation of Raízen, a fact that generated an increase in the active and passive accounts of related parties of the Company in that year and which has been moved as the transactions are settled. This transfer of assets and liabilities does not impact the consolidated position of Company. nor the information by segment. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(iii) | These operations serve as a vehicle for the transfer of resources from the Company to the subsidiaries, which are the bondholders and who are responsible for honoring their obligations. The increases observed in these liability balances refer to the exchange rate variation, which affected the PPE (Export Prepayment) operations that we have today between the Companies and the subsidiaries Cosan Luxemburgo S.A and Cosan Overseas Limited. |
b) Related party transactions
| Parent Company |
| Consolidated | ||||
| March 31, 2021 |
| March 31, 2020 |
| March 31, 2021 |
| March 31, 2020 |
Revenue |
|
|
|
|
|
|
|
Rumo S.A (i) | — |
| — |
| 10,636 |
| 7,662 |
Raízen Energia S.A. | — |
| — |
| 14,030 |
| 5,725 |
Raízen Combustíveis S.A | — |
| — |
| 8,945 |
| 10,046 |
Shell Energy do Brasil Ltda. | — |
| — |
| 7,934 |
| — |
| — |
| — |
| 41,545 |
| 23,433 |
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
Raízen Energia S.A. | — |
| — |
| (13,332) |
| — |
Raízen Combustíveis S.A | — |
| — |
| (823) |
| — |
Other | — |
| — |
| — |
| (14) |
| — |
| — |
| (14,155) |
| (14) |
Shared (expenses) income |
|
|
|
|
|
|
|
Rumo S.A (i) | 842 |
| 1,192 |
| 842 |
| 1,192 |
Cosan Lubrificantes e Especialidades | 740 |
| 1,045 |
| — |
| — |
Payly Soluções de Pagtos S.A. | 36 |
| — |
| — |
| — |
Compass Gas e Energia S.A | 784 |
| — |
| — |
| — |
Comgas Cia De Gas De São Paulo | 328 |
| — |
| — |
| — |
Sinlog Tecnologia em Logística S.A. | 36 |
| — |
| 36 |
| — |
Raízen Energia S.A. | (1,258) |
| (1,061) |
| (12,245) |
| (13,201) |
| 1,508 |
| 1,176 |
| (11,367) |
| (12,009) |
Financial result |
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades | — |
| (1,750) |
| — |
| — |
Cosan Limited (i) | 82 |
| 286 |
| 168 |
| 533 |
Cosan Luxembourg S.A. | (378,158) |
| (849,240) |
| — |
| — |
Cosan Overseas Limited | (311,234) |
| (639,973) |
| — |
| — |
Raízen Combustíveis S.A | 1,308 |
| 2,067 |
| — |
| — |
Aldwych Temple Venture | (1,491) |
| — |
| 1,308 |
| 2,067 |
| (689,493) |
| (1,488,610) |
| 1,476 |
| 2,600 |
Total | (687,985) |
| (1,487,434) |
| 17,499 |
| 14,010 |
(i) Balances related to the months before the date of the corporate restructuring 1.2.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
c) Officers’ and directors’ compensation
The Company has a compensation policy approved by the Board of Directors that includes salaries, contributions to a post-employment defined benefit plan and share-based payment according notes 21 and 22.
| March 31, 2021 |
| March 31, 2020 |
Short-term benefits to officers and directors | 9,983 |
| 7,044 |
Share-based payment transactions | 445 |
| 3,762 |
Post-employment benefits | 87 |
| — |
| 10,515 |
| 10,806 |
5.6 Loans, borrowings and debentures
Description |
| Index |
| Annual interest rate |
| March 31, 2021 |
| December 31, 2020 |
| Maturity |
| Objective |
Without guarantee |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes Due 2029 |
| Fixed 5,50% |
| 5.50% |
| 4,254,085 |
| — |
| Sep-29 |
| Acquisition |
Non-convertible debentures |
| CDI + 2,65 |
| 5.37% |
| 1,761,793 |
| — |
| Aug-25 |
| Investment |
Total |
|
|
|
|
| 6,015,878 |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
| 44,863 |
| — |
|
|
|
|
Non-current |
|
|
|
|
| 5,971,015 |
| — |
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| Interest |
| Consolidated |
|
|
|
| ||||||||||
Description |
| Index |
| Annual interest rate |
| March 31, 2021 |
| December 31, 2020 |
| Maturity |
| Objective | ||||||
Secured |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
BNDES |
| URTJLP |
| 6.51% |
| 3,060,887 |
| — |
| Dec-29 |
| Investment | ||||||
|
| Fixed |
| 5.63% |
| 600,795 |
| — |
| Jan-25 |
| Investment | ||||||
|
| IPCA |
| 7.46% |
| 831 |
| — |
| Nov-21 |
| Investment | ||||||
|
| URTJLP |
| 9.93% |
| 264 |
| — |
| Mar-22 |
| Investment | ||||||
|
| Fixed |
| 3.50% |
| 990 |
| — |
| Jan-24 |
| Investment | ||||||
|
| IPCA - 3.25% |
| 8.21% |
| 978,684 |
| 807,438 |
| Apr-29 |
| Investment | ||||||
|
| IPCA - 4.10% |
| 9.10% |
| 170,257 |
| 175,374 |
| Apr-29 |
| Investment | ||||||
Export Credit Agreement (ECA) |
| Euribor + 0,58% |
| 0.58% |
| 112,213 |
| — |
| Sep-26 |
| Investment | ||||||
European investment bank (EIB) |
| USD + Libor 6M + 0,54% |
| 0.80% |
| 33,725 |
| 30,817 |
| May-21 |
| Investment | ||||||
|
| USD + Libor 6M + 0,61% |
| 0.80% |
| 31,539 |
| 57,813 |
| Sep-21 |
| Investment | ||||||
|
|
|
|
|
| 4,990,185 |
| 1,071,442 |
|
|
|
| ||||||
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign loans |
| GBP+Libor 06 + 1,50% Base 365 |
| 1.40% |
| 157,557 |
| 143,039 |
| Jul-21 |
| Working capital | ||||||
|
| GBP - Fixed |
| 1.40% |
| 39,487 |
| 35,556 |
| Nov-22 |
| Working capital | ||||||
|
| GBP+Libor-06 + 1,10% Base 360 |
| 1.18% |
| 157,259 |
| 142,091 |
| Dec-21 |
| Acquisition | ||||||
|
| GBP+Libor-06 + 1,50% Base 360 |
| 1.53% |
| 276,269 |
| 248,666 |
| Dec-22 |
| Acquisition | ||||||
|
| EUR - Pré-fixado |
| 4.42% |
| 1,734 |
| 2,095 |
| Sep-22 |
| Investment | ||||||
|
| CDI + 1,03% |
| 3.70% |
| 82,792 |
| — |
| Feb-23 |
| Investment | ||||||
|
| CDI + 0,80% |
| 3.47% |
| 501,824 |
| — |
| Dec-23 |
| Investment | ||||||
Loan 4131 |
| USD |
| 0.93% |
| 299,534 |
| — |
| Nov-22 |
| Working capital | ||||||
|
| CDI |
| 4.60% |
| 209,466 |
| — |
| Apr-21 |
| Working capital | ||||||
|
| USD + 3,67% |
| 3.67% |
| 448,384 |
| 415,232 |
| May-23 |
| Investment | ||||||
|
| USD + 1,59% |
| 1.59% |
| — |
| 388,912 |
| Apr-21 |
| Investment | ||||||
|
| USD + 1,36% |
| 1.60% |
| 411,505 |
| — |
| Feb-24 |
| Investment | ||||||
|
| IPCA + 0,81% |
| 5.81% |
| 264,866 |
| — |
| Jan-48 |
| Working capital | ||||||
|
| Fixed |
| 1.87% |
| 20,209 |
| — |
| Oct-21 |
| Working capital | ||||||
Perpetual Notes |
| USD |
| 8.25% |
| 2,884,555 |
| 2,631,100 |
| Nov-40 |
| Acquisition | ||||||
Senior Notes Due 2023 |
| USD |
| 5.00% |
| 603,906 |
| 569,466 |
| Mar-23 |
| Acquisition | ||||||
Senior Notes Due 2025 |
| USD |
| 5.88% |
| 3,198,838 |
| — |
| Jan-25 |
| Acquisition | ||||||
Senior Notes Due 2027 |
| USD |
| 7.00% |
| 4,443,306 |
| 4,379,812 |
| Jan-27 |
| Acquisition | ||||||
Senior Notes Due 2028 |
| USD |
| 5.25% |
| 2,775,562 |
| — |
| Jan-28 |
| Acquisition | ||||||
Senior Notes Due 2029 |
| Fixed 5,50% |
| 5.50% |
| 4,254,085 |
| — |
| Sep-29 |
| Acquisition | ||||||
Prepayment |
| 100% Libor-03 - 3.50% base 360 |
| 0.00% |
| — |
| 27,129 |
| Mar-21 |
| Working capital | ||||||
|
| 100% Libor-03 - 1% base 360 |
| 1.20% |
| 115,420 |
| 104,318 |
| Nov-21 |
| Working capital | ||||||
Debentures |
| IPCA + 4,68% |
| 9.70% |
| 552,106 |
| — |
| Feb-26 |
| Investment | ||||||
|
| IPCA + 4,50% |
| 9.52% |
| 694,131 |
| — |
| Feb-29 |
| Investment | ||||||
|
| IPCA + 3,60% |
| 6.24% |
| 374,017 |
| — |
| Dec-30 |
| Working capital | ||||||
|
| CDI + 2,65 |
| 5.37% |
| 1,761,793 |
| — |
| Aug-25 |
| Investment | ||||||
|
| IPCA + 6,80% |
| 11.93% |
| 838,747 |
| — |
| Apr-30 |
| Investment | ||||||
|
| IPCA + 3,90% |
| 8.89% |
| 1,002,781 |
| — |
| Oct-29 |
| Investment | ||||||
|
| IPCA + 4,00% |
| 8.99% |
| 1,003,867 |
| — |
| Dec-35 |
| Investment | ||||||
|
| IPCA + 7,48% |
| 12.64% |
| 312,369 |
| 299,524 |
| Dec-22 |
| Investment | ||||||
|
| IPCA + 7,36% |
| 12.51% |
| 102,168 |
| 97,956 |
| Dec-25 |
| Investment | ||||||
|
| IPCA + 5,87% |
| 10.95% |
| 883,036 |
| 890,658 |
| Dec-23 |
| Investment | ||||||
|
| IPCA + 4,33% |
| 9.34% |
| 468,629 |
| 452,457 |
| Oct-24 |
| Investment | ||||||
|
| IGPM + 6,10% |
| 19.49% |
| 325,315 |
| 298,706 |
| May-28 |
| Investment | ||||||
|
| 100% CDI +0,50% |
| 3.16% |
| 2,020,296 |
| 2,007,849 |
| Oct-22 |
| Investment | ||||||
Working capital |
| 100% CDI - 2.75% |
| 5.47% |
| 100,036 |
| 100,045 |
| Jun-22 |
| Working capital | ||||||
Promissory notes |
| 100% CDI - 3.00% |
| 4.96% |
| — |
| 601,058 |
| Apr-21 |
| Investment | ||||||
|
| 100% CDI - 3.40% |
| 5.36% |
| — |
| 520,116 |
| Apr-21 |
| Investment | ||||||
|
|
|
|
|
| 31,585,849 |
| 14,355,785 |
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
|
| 36,576,034 |
| 15,427,227 |
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Current |
|
|
|
|
| 2,413,080 |
| 2,352,057 |
|
|
|
| ||||||
Non-current |
|
|
|
|
| 34,162,954 |
| 13,075,170 |
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The Company used the annual average rate of the CDI of 2.65% and Long-term Interest Rate (Taxa de Juros de Longo Prazo), or “TJLP,” of 4.39%.
Non-current borrowings are scheduled to fall due as follows:
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
13 to 24 months |
| — |
| — |
| 4,343,252 |
| 2,605,687 |
25 to 36 months |
| 580,000 |
| — |
| 3,322,477 |
| 2,039,863 |
37 to 48 months |
| 580,000 |
| — |
| 5,009,523 |
| 623,971 |
49 to 60 months |
| 580,000 |
| — |
| 1,304,915 |
| 171,794 |
61 to 72 months |
| — |
| — |
| 5,047,022 |
| 238,050 |
73 to 84 months |
| — |
| — |
| 3,996,770 |
| 4,512,773 |
85 to 96 months |
| — |
| — |
| 1,609,097 |
| 238,095 |
Thereafter |
| 4,231,015 |
| — |
| 9,529,898 |
| 2,644,937 |
|
| 5,971,015 |
| — |
| 34,162,954 |
| 13,075,170 |
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Brazilian reais (BRL) |
| 1,761,793 |
| — |
| 16,310,947 |
| 6,251,180 |
U.S. Dollar (USD) |
| 4,254,085 |
| — |
| 19,500,359 |
| 8,604,600 |
British pound (GBP) |
| — |
| — |
| 630,572 |
| 569,352 |
Euro (EUR) |
| — |
| — |
| 134,156 |
| 2,095 |
|
| 6,015,878 |
| — |
| 36,576,034 |
| 15,427,227 |
On February 23, 2021, the subsidiary Comgás, based on its Liability Management policy and current market conditions, decided to prepay the loan 4131 contracted with Scotiabank in April 2020, with exchange of indexer by means of swap considering tax of CDI + 2.75% and original maturity in April 2021, subsequently contracting a debt of equal value with the same counterparty, however, extending the term by three years to mature in February 2024, with exchange of indexer by means of swap tax of CDI + 1.25%. The only effect of this transaction on the interim financial statements for the three-month period ended March 31, 2021, was the positive result of the settlement of the swap for on 2020 operation with a net cash receipt of approximately R$5 million.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
All debts denominated in U.S. dollar have currency risk protection through derivative financial instruments (Note 5.10), except for perpetual notes.
Below are the movements in loans, borrowings and debentures occurred for the period ended March 31, 2021:
|
| Parent Company |
| Consolidated |
March 31, 2020 |
| — |
| 15,427,227 |
Corporate reorganization (Note 1.2) |
| 5,982,343 |
| 26,817,519 |
Raised |
| — |
| 583,128 |
Amortization of principal (i) |
| (5,427) |
| (6,945,855) |
Payment of interest |
| (134,759) |
| (513,490) |
Interest, exchange rate and fair value |
| 173,721 |
| 1,207,505 |
March 31, 2021 |
| 6,015,878 |
| 36,576,034 |
(i) Debt settlement: Senior Notes Due 2024 (R$4,514,289), NCE CDI + 3.05% (R$208,464) and NCE CDI + 3.15% (R$468,516), by the subsidiary Rumo S.A..
a) Guarantees
The subsidiary Comgás has financing contracts with the European Investiment Bank (“EIB”), destined for investments and is guaranteed, according to each contract, by bank guarantee, with an average cost of 1.47% per year or by real guarantees (assets) and guarantee account. As of March 31, 2021, the balance of bank guarantees contracted was R$123,885 (R$113,000 on December 31, 2020).
In Rumo some financing contracts with the National Bank for Economic and Social Development (“BNDES”), intended for investments, are also guaranteed, according to each contract, by bank guarantee, with an average cost of 0.93% per year or by real guarantees (assets) and guarantee account. On March 31, 2021, the balance of bank guarantees contracted was R$3,392,192 (R$3,687,323 on December 31, 2020).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
To calculate the average rates, the annual average CDI of 2.25% (2.78% as of December 31, 2020) and TJLP of 4.70% (4.87% as of December 31, 2020) were considered on an annual basis.
b) Available credit line
As of March 31, 2021, the Company had credit lines in banks with AA rating, which were not used, in the total amount of R$250,000 (R$250,000 on December 31, 2020) and R$1,201,981 (R$487,378 in December 31, 2020), to investee Rumo SA.
The use of these credit lines is subject to certain contractual conditions.
c) Financial covenants
Under the terms of the major borrowing facilities, the Company and its subsidiaries are required to comply with the following financial covenants:
Debt | Triggers | Ratios | ||
Debenture 4th Issue – Comgás | Short-term indebtedness/ Total indebtedness (iii) cannot exceed 0.6 | 0.05 | ||
Debenture 4th to 8th Issue – Comgás | Net debt (i) / EBITDA (ii) cannot exceed 4.00 | 1.70 | ||
BNDES - Comgás | 1.70 | |||
Resolution 4131 - Comgás | 1.70 | |||
Senior Notes Due 2027 - Cosan | Net debt pro forma (iv) / EBITDA (ii) | (iv) not higher than or equal to 3.5 | 3.00 | ||
Senior Notes Due 2029 - Cosan | Net debt (i) / EBITDA (ii) not higher than or equal to 3.5 | 3.00 | ||
Senior Notes Due 2025 - Rumo | Net debt (i) / EBITDA (ii) not higher than or equal to 3.3 | 2.00 | ||
BNDES - Rumo | EBITDA (ii) / Consolidated financial result (v) higher or equal 2.0x in December 2021 | 293.86 (vi) |
(i) | Net debt consists of current and non-current debt, net of cash and cash equivalents and marketable securities. Net debt is a non-GAAP measure. | |
(ii) | Corresponds to the accumulated EBITDA of the last twelve months. | |
(iii) | Indebtedness means the sum of current and noncurrent loans, financing and debentures, leases and current and noncurrent derivative financial instruments. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(iv) | Net debt and EBITDA pro forma, including joint ventures financial information. Net debt and EBITDA pro forma are a non-GAAP measure. | |
(v) | The financial result of the net debt is represented by the cost of the net debt. | |
(vi) | The Rumo S.A. presented a financial result from the consolidated debt due to the prepayment of Senior Notes 2024, excluding the effects of this operation, the index would be 11.11. |
For the other loans, borrowings and debentures of the Company there are no debt financial covenants.
The terms of loans included cross-default provisions.
On March 31, 2021, the Company and its subsidiaries was in compliance with all debt financial covenants.
d) Fair value and exposure to financial risk
The fair value of the loans is based on the discounted cash flow using its implicit discount rate. They are classified as a level 2 fair value in the hierarchy (Note 5.10) due to the use of unobservable data, including own credit risk.
The details of the Company’s exposure to risks arising from loans are shown in Note 5.12.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.7 Trade payables
The carrying amounts of suppliers and other accounts payable are the same as their fair values, due to their short-term nature.
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Materials and service suppliers |
| 1,323 |
| 4,066 |
| 1,450,456 |
| 1,095,051 |
Natural gas/ transport and logistics suppliers |
| — |
| — |
| 859,515 |
| 780,141 |
|
| 1,323 |
| 4,066 |
| 2,309,971 |
| 1,875,192 |
5.8 Leases
Accounting policy At the beginning or in the modification of a contract, the Company assesses whether a contract is or contains a lease.
The lease liability is initially measured at the present value of lease payments that are not made on the start date, discounted at the interest rate implicit in the lease or, if that rate cannot be determined immediately, by the Company’s incremental loan rate. The Company generally uses its incremental loan rate as a discount rate.
The lease payments included in the measurement of the lease liability comprise the following:
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Subsequent valuation of the lease liability is at amortized cost, using the effective interest method. It is remeasured when there is a change in future lease payments resulting from a change in index or rate, if there is a change in the amounts that are expected to be paid according to the residual value guarantee, if the Company changes its valuation, an option will be exercised purchase, extension or termination or if there is an essentially fixed revised lease payment.
When the lease liability is remeasured in this way, an adjustment corresponding to the carrying amount of the right-of-use asset is made or is recorded in the income statement if the carrying amount of the right-of-use asset has been reduced to zero. |
| Consolidated | ||||||
| Financial |
| Operational - concessions |
| Operational - other |
| Total |
At January 1, 2021 | — |
| — |
| 79,763 |
| 79,763 |
Corporate reorganization (Note 1.2) | 403,008 |
| 2,353,947 |
| 194,006 |
| 2,950,961 |
Additions | — |
| — |
| 22,693 |
| 22,693 |
Appropriation of interest and exchange variation | 4,142 |
| 22,484 |
| 5,538 |
| 32,164 |
Repayments of principal from debts | (10,739) |
| (12,124) |
| (4,906) |
| (27,769) |
Payments of interest from debts | — |
| (16,514) |
| (1,968) |
| (18,482) |
Contractual adjustment | — |
| 47,815 |
| 45 |
| 47,860 |
At March 31, 2021 | 396,411 |
| 2,395,608 |
| 295,171 |
| 3,087,190 |
|
|
|
|
|
|
|
|
Current | 223,399 |
| 239,256 |
| 70,860 |
| 533,515 |
Non-current | 173,012 |
| 2,156,352 |
| 224,311 |
| 2,553,675 |
| 396,411 |
| 2,395,608 |
| 295,171 |
| 3,087,190 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.9 Sector financial asset and liability
The changes in net sector financial asset (liability) for the period ended March 31, 2021 were as follows:
|
| Sectorial assets |
| Sectorial liabilities |
| Total |
January 01, 2021 |
| 241,749 |
| (565,911) |
| (324,162) |
Cost of gas (i) |
| (59,010) |
| - |
| (59,010) |
Credits of taxes (ii) |
| - |
| (37,599) |
| (37,599) |
Monetary variations (iii) |
| 1,366 |
| - |
| 1,366 |
Other revenue (iv) |
| - |
| - |
| - |
March 31, 2021 |
| 184,105 |
| (603,510) |
| (419,405) |
|
|
|
|
|
|
|
Current |
| 184,105 |
| (92,386) |
| 91,719 |
Non-current |
| - |
| (511,124) |
| (511,124) |
|
| 184,105 |
| (603,510) |
| (419,405) |
(i) | Refers to the cost of gas purchased higher than that contained in the tariffs, 100% classified in current assets, since ARSESP's resolution provides for tariff recovery on a quarterly basis. |
(ii) | Credits, mainly, from the exclusion of ICMS on the basis of PIS and COFINS, which will be returned to consumers when the lawsuit is final, and which should be discussed with ARSESP regarding the mechanisms and criteria for reimbursement. |
(iii) | Monetary restatement on the current gas account, based on the SELIC rate. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.10 Derivative financial instruments
| Notional |
| Fair value | ||||
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Fuel derivative agreements |
|
|
|
|
|
|
|
Forward agreements (i) | — |
| 13,422 |
| — |
| (348) |
|
|
|
|
|
|
|
|
Energy derivative agreements |
|
|
|
|
|
|
|
Forward agreements (ii) | 1,374,618 |
| 1,354,967 |
| (137,781) |
| (189,423) |
|
|
|
|
|
|
|
|
Exchange rate derivatives |
|
|
|
|
|
|
|
Forward agreements | 1,540,336 |
| 345,144 |
| 86,318 |
| (509) |
|
|
|
|
|
|
|
|
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
Swap agreements (shares) (iii) | 600,000 |
| — |
| 308,440 |
| — |
Swap agreements (interest rate) | 4,463,765 |
| 1,170,861 |
| 645,488 |
| 346,488 |
Swap agreements (exchange and interest rate) | 11,124,750 |
| 4,281,071 |
| 4,989,671 |
| 2,553,383 |
| 16,188,515 |
| 5,451,932 |
| 5,943,599 |
| 2,899,871 |
|
|
|
|
|
|
|
|
Total financial instruments |
| 5,892,136 |
| 2,709,591 | |||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 382,585 |
| 156,208 |
Non-current assets |
|
|
|
| 5,850,020 |
| 2,971,210 |
Current liabilities |
|
|
|
| (225,870) |
| (293,656) |
Non-current liabilities |
|
|
|
| (114,599) |
| (124,171) |
Total |
|
|
|
| 5,892,136 |
| 2,709,591 |
(i) | Forward contracts for fuels contracted by the subsidiary Moove, which seek to reduce possible impacts on the price fluctuation of the commodity that can affect our lubricant costs. |
(ii) | The subsidiary Compass Gás e Energia has a portfolio of energy contracts (purchase and sale) aimed at meeting demands and offers for consumption or supply of energy. In addition, there is a portfolio of contracts that comprises forward positions, usually short-term. For this portfolio, there is no purchase commitment with a sales contract. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(iii) | The Company contracted a Total Return Swap, with Banco Santander (Brasil) S.A. In accordance with the total return swap, which will have a financial settlement, Cosan will receive the return on the variation in the price of CSAN3 shares adjusted by the dividends for the period and will pay interest annual rates referenced to CDI + Spread. The equivalent contracted amount of CSAN3 shares with a total return swap was 9,937,003 and the total initial value is R$600,000. |
Derivatives are only used for economic hedging purposes and not as speculative investments.
Fair value hedge
Currently the Company has adopted the hedge accounting of fair value for some its operations. Both the hedging instruments and the hedged items are measured and recognized at fair value through profit or loss.
The effects of the foreign currency-related hedging instruments and interest rate swaps on the Company’s financial position and performance are as follows:
|
|
| Book value |
| Accumulated fair value adjustment | ||||
| Notional |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Exchange rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
Senior notes 2025 (Rumo Luxembourg) | (1,740,550) |
| (3,198,838) |
| — |
| 15,777 |
| — |
Senior notes 2028 (Rumo Luxembourg) | (2,791,600) |
| (2,775,562) |
| — |
| 71,314 |
| — |
Total debt | (4,532,150) |
| (5,974,400) |
| — |
| 87,091 |
| — |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior swaps notes 2025 (Rumo Luxembourg) | 1,740,550 |
| 1,485,832 |
| — |
| (13,748) |
| — |
Senior swaps notes 2028 (Rumo Luxembourg) | 2,791,600 |
| 494,411 |
| — |
| 5,589 |
| — |
Derivative total | 4,532,150 |
| 1,980,243 |
| — |
| (8,159) |
| — |
|
|
|
|
|
|
|
|
|
|
Total | — |
| (3,994,157) |
| — |
| 78,932 |
| — |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
| Book value |
| Accumulated fair value adjustment | ||||
| Notional |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Interest rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
Senior notes 2023 (Cosan Luxembourg) | (691,157) |
| (603,906) |
| (569,466) |
| (231,636) |
| (237,050) |
Debenture 3rd issue - 3rd series (Comgás) | — |
| — |
| — |
| — |
| 575 |
Debenture 5th issue - single series (Comgás) | (684,501) |
| (883,036) |
| (890,658) |
| 7,622 |
| (22,040) |
Debenture (Rumo) | (2,329,136) |
| (2,380,664) |
| — |
| 36,984 |
| — |
Total debt | (3,704,794) |
| (3,867,606) |
| (1,460,124) |
| (187,030) |
| (258,515) |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior swaps notes 2023 (Cosan Luxembourg) | 691,157 |
| 433,317 |
| 392,899 |
| 35,012 |
| (42,532) |
Debenture 3rd issue swaps - 3rd series (Comgás) | — |
| — |
| — |
| — |
| 862 |
Debenture 5th issue swaps - single series (Comgás) | 684,501 |
| 195,752 |
| 211,741 |
| (15,989) |
| 10,731 |
Debenture Swap (Rumo) | 2,354,965 |
| 123,905 |
| — |
| 7,627 |
| — |
Derivative total | 3,730,623 |
| 752,974 |
| 604,640 |
| 26,650 |
| (30,939) |
|
|
|
|
|
|
|
|
|
|
Total | 25,829 |
| (3,114,632) |
| (855,484) |
| (160,380) |
| (289,454) |
Fair value option
Certain derivative instruments have not been linked to documented hedge structures. The Company opted to designate the protected liabilities (hedge objects) to be recorded at fair value through profit or loss. Considering that derivative instruments are always accounted for at fair value through profit or loss, the accounting effects are the same that would be obtained through hedge documentation:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Exchange rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Sênior Notes 2027 | USD+7,0% |
| (3,703,245) |
| (4,461,557) |
| (4,379,812) |
| 207,213 |
| (349,181) |
EIB 3ª Tranche | US$ + LIBOR6M + 0,54% |
| (9,625) |
| (33,725) |
| (30,817) |
| 507 |
| 156 |
EIB 4ª Tranche | US$ + LIBOR6M + 0,61% |
| (9,237) |
| (31,539) |
| (57,813) |
| 441 |
| 308 |
Loan 4131 (Comgás - 2018) | US$ + 3,67% |
| (268,125) |
| (448,384) |
| (415,232) |
| (15,811) |
| (24,247) |
Loan 4131 (Comgás - 2020) | US$ + 1,59% |
| — |
| — |
| (388,912) |
| — |
| 1,967 |
Loan 4131 (Comgás - 2021) | US$ + 1,60% |
| (407,250) |
| (411,505) |
| — |
| 16,374 |
| — |
ECA | EUR + 0,58% |
| (100,198) |
| (112,213) |
| — |
| 11,588 |
| — |
Loan 4131 (Rumo) | USD + 2,20% |
| (220,000) |
| (299,534) |
| — |
| 3,162 |
| — |
Total |
|
| (4,717,680) |
| (5,798,457) |
| (5,272,586) |
| 223,474 |
| (370,997) |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX and interest swap | BRL + 126,85% do CDI |
| 3,703,245 |
| 2,157,170 |
| 2,272,648 |
| 270,391 |
| 1,320,629 |
EIB 3ª Tranche | BRL + 88,5% do CDI |
| 9,625 |
| 23,789 |
| 21,176 |
| 2,613 |
| 24,927 |
EIB 4ª Tranche | BRL + 81,1% do CDI |
| 9,237 |
| 22,120 |
| 39,256 |
| 4,891 |
| 26,219 |
Loan 4131 (Comgás - 2018) | BRL + 107,9% do CDI |
| 268,125 |
| 192,812 |
| 154,627 |
| 38,185 |
| 117,080 |
Loan 4131 (Comgás - 2020) | BRL + CDI + 2,75% |
| — |
| — |
| (6,214) |
| 15,711 |
| (12,904) |
Loan 4131 (Comgás - 2021) | BRL + CDI + 1,25% |
| 407,250 |
| 4,811 |
| — |
| 4,811 |
| — |
Inflation and interest rate swaps | BRL + 107% do CDI |
| 100,198 |
| 42,327 |
| — |
| (5,902) |
| — |
Inflation and interest rate swaps | BRL + 118% do CDI |
| 220,000 |
| 100,438 |
| — |
| 4,128 |
| — |
Derivative total |
|
| 4,717,680 |
| 2,543,467 |
| 2,481,493 |
| 334,828 |
| 1,475,951 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| — |
| (3,254,990) |
| (2,791,093) |
| 558,302 |
| 1,104,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 |
Interest rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Debenture (Rumo) | IPCA + 4,68% |
| (500,000) |
| (552,106) |
| — |
| (3,056) |
| — |
Debenture (Rumo) | IPCA + 4,50% |
| (600,000) |
| (694,131) |
| — |
| 1,757 |
| — |
Total |
|
| (1,100,000) |
| (1,246,237) |
| — |
| (1,299) |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX and interest swap | 107% CDI |
| 500,000 |
| 70,819 |
| — |
| (2,658) |
| — |
FX and interest swap | 105% CDI |
| 600,000 |
| 90,259 |
| — |
| (5,306) |
| — |
Derivative total |
|
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| (1,100,000) |
| (1,246,237) |
| — |
| (1,299) |
| — |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
There is an economic relationship between the hedged item and the hedge instrument, since the terms of the interest rate and foreign exchange swap correspond to the terms of the fixed rate loan, that is, notional amount, term and payment. The Company established a 1:1 hedge ratio for hedge relationships, since the underlying risk of the interest rate and exchange rate swap is identical to the hedged risk component. To test the effectiveness of the hedge, the Company uses the discounted cash flow method and compares the changes in the fair value of the hedge instrument with the changes in the fair value of the hedged item attributable to the hedged risk.
5.11 Recognized fair value measurements
The market value of the Senior Notes are listed on the Luxembourg Stock Exchange (Note 5.6) is based on their quoted market price are as follows:
|
| Company |
| March 31, 2021 |
| December 31, 2020 |
Senior notes 2023 |
| Cosan Luxembourg |
| 100.16% |
| 101.02% |
Senior notes 2025 |
| Rumo Luxembourg |
| 105.43% |
| 104.96% |
Senior notes 2028 |
| Rumo Luxembourg |
| 105.07% |
| 105.04% |
Senior notes 2027 |
| Cosan Luxembourg |
| 106.57% |
| 108.20% |
Senior notes 2029 |
| Cosan S.A. |
| 106.01% |
| 103.47% |
Perpetual notes |
| Cosan Overseas Limited |
| 102.79% |
| 102.88% |
All the resulting fair value estimates are included in level 2.
The carrying amounts and fair value of financial assets and financial liabilities are as follows:
|
|
| Carrying amount |
| Assets and liabilities measured at fair value | ||||||||
|
|
| March 31, 2021 |
| December 31, 2020 |
| March 31, 2021 |
| December 31, 2020 | ||||
| Note |
|
|
|
|
| Level 1 |
| Level 2 |
| Level 1 |
| Level 2 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment funds | 5.1 |
| 1,509,462 |
| 2,154,257 |
| — |
| 1,509,462 |
| — |
| 2,154,257 |
Marketable securities | 5.2 |
| 3,735,659 |
| 2,271,570 |
| — |
| 3,735,659 |
| — |
| 2,271,570 |
Other financial assets | 5.4 |
| 69,381 |
| 848,821 |
| 69,381 |
| — |
| 848,821 |
| — |
Derivate financial instruments | 5.10 |
| 6,232,605 |
| 3,127,418 |
| — |
| 6,232,605 |
| — |
| 3,127,418 |
Total |
|
| 11,547,107 |
| 8,402,066 |
| 69,381 |
| 11,477,726 |
| 848,821 |
| 7,553,245 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (19,351,831) |
| (6,837,028) |
| — |
| (19,351,831) |
| — |
| (6,837,028) |
Consideration payable |
|
| (218,115) |
| (224,787) |
| — |
| (218,115) |
| — |
| (224,787) |
Derivative financial instruments | 5.10 |
| (340,469) |
| (417,827) |
| — |
| (340,469) |
| — |
| (417,827) |
Total |
|
| (19,910,415) |
| (7,479,642) |
| — |
| (19,910,415) |
| — |
| (7,479,642) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.12 Financial risk management
This note explains the Company’s exposure to financial risks and how these risks could affect the group’s future financial performance. Current period profit and loss information has been included where relevant to add further context.
Risk | Exposure arising from | Measurement | Management |
Market risk – foreign exchange | (i) Future commercial transactions. (ii) Recognized financial assets and liabilities not denominated in Brazilian reais. | (i) Cash flow forecasting (ii) Sensitivity analysis | Foreign currency forwards. |
Market risk – interest rate | Cash and cash equivalents, marketable securities, loans, borrowings and debentures, leases and derivative. | (i) Sensitivity analysis | Interest rate Swap. |
Credit risk | Cash and cash equivalents, marketable securities trade receivables, derivatives, receivables from related parties and dividends. | (i) Ageing analysis (ii) Credit ratings | Diversification of bank deposits, credit limits and letters of credit. |
Liquidity risk | Loans, borrowings and debentures, trade payables, other financial liabilities, REFIS, leases, derivative, payables to related parties and dividends. | (i) Rolling cash flow forecasts | Availability of committed credit lines and borrowing facilities. |
The Company’s risk management is predominantly controlled by a central treasury department under policies approved by the Board of Directors. The Company’s Management identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognizing interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The Company may choose to formally designate new debt transactions involving hedging derivative financial instruments through swap between exchange variation and interest rates, as measured at fair value. The fair value option is intended to eliminate or reduce any inconsistency in measurement or recognition of certain liabilities, which would otherwise arise. Thus, both the swaps and the respective debts are measured at fair value and this option is irrevocable and should be made only upon initial recording (“inception”) of the operation.
The Company’s policy is to maintain capital base to promote the confidence of investors, creditors and the market, and to ensure the future development of the business. Management monitors that the return on capital is adequate for each of its businesses.
The usage of financial instruments in order to protect against these areas of volatility is determined through an analysis of the risk exposure that management intends to cover.
a) Market risk
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
- Foreign exchange risk
At March 31, 2021 and December 31, 2020, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in U.S. Dollar (U.S.$.) and Euro:
| March 31, 2021 |
| December 31, 2020 |
Cash and cash equivalents | 1,271,634 |
| 143,676 |
Trade receivables | 81,750 |
| 17,502 |
Trade payables | (97,488) |
| (174,178) |
Loans, borrowings and debentures | (19,579,128) |
| (8,007,493) |
Consideration payable | (218,115) |
| (224,787) |
Derivative financial instruments (notional) | 16,775,697 |
| 5,453,252 |
Foreign exchange exposure, net | (1,765,650) |
| (2,792,028) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The sensitivity of profit or loss to changes in the exchange rates arises mainly from U.S. Dollar denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges though its joint ventures.
A reasonably possible strengthening (weakening) of the Real against the US dollars and Euro as of March 31, 2021 would have affected the measurement of foreign currency-denominated financial instruments and the affected shareholders' equity and income by the amounts indicated below:
|
|
|
|
|
| Variation scenario | ||||||
Instrument |
| Risk factor |
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Cash and cash equivalents |
| Currency fluctuation |
| (160,033) |
| 766,053 |
| 1,647,756 |
| (997,354) |
| (1,879,057) |
Trade receivables |
| Currency fluctuation |
| 69,593 |
| 52,195 |
| 34,797 |
| 86,991 |
| 104,389 |
Trade payables |
| Currency fluctuation |
| (82,988) |
| (62,241) |
| (41,494) |
| (103,735) |
| (124,482) |
Derivative financial instruments |
| Currency fluctuation |
| 2,067,352 |
| 4,978,825 |
| 7,746,682 |
| (556,889) |
| (3,324,746) |
Loans, borrowings and debentures |
| Currency fluctuation |
| 949,259 |
| (4,427,509) |
| (9,804,277) |
| 6,326,026 |
| 11,702,794 |
Consideration payable |
| Currency fluctuation |
| 185,677 |
| 139,258 |
| 92,838 |
| 232,096 |
| 278,516 |
Impacts on profit or loss |
|
|
| 3,028,860 |
| 1,446,581 |
| (323,698) |
| 4,987,135 |
| 6,757,414 |
The probable scenario was defined based on the U.S dollar and Euro market rates projected for December 31, 2021, which determines the fair value of the derivatives at that date. Stressed scenarios (positive and negative effects, before taxes) were defined based on adverse impacts of 25% and 50% on the US dollar exchange rates used in the probable scenario.
Based on the financial instruments denominated in U.S. Dollars at March 31, 2021, the Company performed a sensitivity analysis with a 25% and 50% increase in the exchange rate (R$/ US$). The probable scenario considers the Company's projections made by specialized advisory services for 12-month exchange rates, as follows:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
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