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6-K Filing
Cosan (CSAN) 6-KCurrent report (foreign)
Filed: 13 May 22, 8:13pm
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 2022
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 ☒
Contents
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, 2022, comprising the statement of financial position as of March 31, 2022 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.
Officers are 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
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 (CVM).
Emphasis of matter
Restatement of corresponding figures
As mentioned in Note 3.1, due to change in the accounting policy adopted by the Company in 2022, the corresponding figures for the three-month period ended March 31, 2021, presented for comparison purposes, were adjusted and restated as provided for in NBC TG 23 – Políticas Contábeis, Mudanças de Estimativa e Retificação de Erro. Our conclusion is not modified in respect of this matter.
Other matters
Statements of value added
The abovementioned quarterly information includes the individual and consolidated statements of value added (SVA) for the three-month period ended March 31, 2022, prepared under Company’s Officers 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 these statements of value added were not prepared, in all material respects, according with the criteria of NBC TG 09 and consistently with the overall individual and consolidated interim financial information.
São Paulo, May 13, 2022.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP034519/O-6
Clinton L. Fernandes
Accountant CRC-1SP205541/O-2
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 1,068,787 |
| 1,718,077 |
| 12,083,132 |
| 16,174,130 |
Marketable securities | 5.2 |
| 532,777 |
| 893,087 |
| 4,341,475 |
| 4,372,696 |
Trade receivables | 5.3 |
| — |
| — |
| 3,056,157 |
| 2,580,776 |
Derivative financial instruments | 5.10 |
| 126,079 |
| 54,963 |
| 260,371 |
| 194,878 |
Inventories | 7 |
| — |
| — |
| 1,048,660 |
| 1,149,304 |
Receivables from related parties | 5.5 |
| 135,743 |
| 135,924 |
| 106,347 |
| 98,280 |
Income tax receivable |
|
| 230,076 |
| 222,981 |
| 475,278 |
| 442,957 |
Other current tax receivable | 6 |
| 32,533 |
| 33,616 |
| 1,829,546 |
| 921,472 |
Dividends receivable |
|
| 211,454 |
| 540,091 |
| 108,583 |
| 519,965 |
Sector financial assets | 5.9 |
| — |
| — |
| 454,138 |
| 489,601 |
Other financial assets | 5.4 |
| — |
| — |
| 388 |
| 466 |
Other current assets |
|
| 141,125 |
| 124,851 |
| 430,541 |
| 348,658 |
Total current assets |
|
| 2,478,574 |
| 3,723,590 |
| 24,194,616 |
| 27,293,183 |
Trade receivables | 5.3 |
| — |
| — |
| 160,576 |
| 165,077 |
Marketable securities | 5.2 |
| — |
| — |
| 44,436 |
| 15,311 |
Restricted cash | 5.2 |
| 31,937 |
| 31,181 |
| 60,725 |
| 58,990 |
Deferred tax assets | 14 |
| 827,505 |
| 777,686 |
| 3,017,882 |
| 3,051,628 |
Receivables from related parties | 5.5 |
| 396,667 |
| 393,440 |
| 314,917 |
| 318,211 |
Income tax receivable |
|
| — |
| — |
| 421,475 |
| 344,059 |
Other non-current tax receivable | 6 |
| 43,412 |
| 42,932 |
| 1,159,098 |
| 1,879,695 |
Judicial deposits | 15 |
| 435,845 |
| 431,591 |
| 888,313 |
| 923,061 |
Derivative financial instruments | 5.10 |
| 1,665,244 |
| 2,507,893 |
| 2,644,087 |
| 4,538,048 |
Sector financial assets | 5.9 |
| — |
| — |
| 94,955 |
| 68,709 |
Other non-current assets |
|
| 69,750 |
| 67,613 |
| 183,624 |
| 179,598 |
Other financial assets | 5.4 |
| — |
| — |
| 189,128 |
| 319,727 |
Investments in subsidiaries and associates | 8.1 |
| 15,452,112 |
| 14,787,469 |
| 395,551 |
| 780,067 |
Investments in joint venture | 9 |
| 11,444,873 |
| 10,936,663 |
| 11,444,873 |
| 10,936,663 |
Property, plant and equipment | 10.1 |
| 51,244 |
| 53,007 |
| 17,373,461 |
| 16,648,553 |
Intangible assets and goodwill | 10.2 |
| 1,961 |
| 1,804 |
| 20,796,070 |
| 17,781,498 |
Contract asset | 10.3 |
| — |
| — |
| 807,748 |
| 705,982 |
Right-of-use assets | 10.4 |
| 32,690 |
| 34,171 |
| 7,925,368 |
| 7,947,267 |
Investment properties | 10.5 |
| — |
| — |
| 3,889,956 |
| 3,886,696 |
Total non-current assets |
|
| 30,453,240 |
| 30,065,450 |
| 71,812,243 |
| 70,548,840 |
Total assets |
|
| 32,931,814 |
| 33,789,040 |
| 96,006,859 |
| 97,842,023 |
The accompanying notes are an integral part of these interim financial statements.
Statements of financial position
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Liabilities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| 41,929 |
| 269,793 |
| 3,821,515 |
| 4,241,368 |
Lease liabilities | 5.8 |
| 8,446 |
| 8,423 |
| 427,989 |
| 405,820 |
Derivative financial instruments | 5.10 |
| 159,870 |
| 31,202 |
| 1,318,706 |
| 925,650 |
Trade payables | 5.7 |
| 1,577 |
| 4,506 |
| 3,137,134 |
| 3,253,504 |
Employee benefits payables |
|
| 36,531 |
| 57,393 |
| 402,981 |
| 552,991 |
Income tax payables |
|
| 8,695 |
| 4,013 |
| 49,796 |
| 71,224 |
Other taxes payable | 13 |
| 133,538 |
| 134,956 |
| 542,008 |
| 536,220 |
Dividends payable |
|
| 754,282 |
| 754,282 |
| 921,502 |
| 799,634 |
Concessions payable | 12 |
| — |
| — |
| 161,584 |
| 160,771 |
Payables to related parties | 5.5 |
| 1,009,811 |
| 302,607 |
| 430,992 |
| 287,609 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 82,380 |
| 85,866 |
Other financial liabilities | 5 |
| — |
| — |
| 675,538 |
| 726,423 |
Other current liabilities |
|
| 369,030 |
| 368,188 |
| 854,684 |
| 909,956 |
Total current liabilities |
|
| 2,523,709 |
| 1,935,363 |
| 12,826,809 |
| 12,957,036 |
Loans, borrowings and debentures | 5.6 |
| 7,274,723 |
| 7,894,463 |
| 36,234,054 |
| 41,417,669 |
Lease liabilities | 5.8 |
| 29,020 |
| 31,624 |
| 2,865,773 |
| 2,861,858 |
Derivative financial instruments | 5.10 |
| 383,536 |
| 110,278 |
| 715,430 |
| 150,511 |
Other taxes payable | 13 |
| 142,698 |
| 141,423 |
| 148,448 |
| 146,889 |
Provision for legal proceedings | 15 |
| 376,361 |
| 361,859 |
| 1,712,599 |
| 1,644,061 |
Concessions payable | 12 |
| — |
| — |
| 2,965,727 |
| 2,893,477 |
Provision for uncovered liability of associates | 8.1 |
| 196,621 |
| 356,442 |
| — |
| — |
Payables to related parties | 5.5 |
| 5,539,285 |
| 7,397,822 |
| — |
| — |
Post-employment benefits | 22 |
| 253 |
| 219 |
| 652,901 |
| 669,475 |
Deferred tax liabilities | 14 |
| — |
| — |
| 4,742,269 |
| 3,818,056 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 1,427,193 |
| 1,286,417 |
Deferred revenue |
|
| — |
| — |
| 113,071 |
| 36,440 |
Other non-current liabilities |
|
| 818,177 |
| 818,610 |
| 1,044,909 |
| 1,090,112 |
Total non-current liabilities |
|
| 14,760,674 |
| 17,112,740 |
| 52,622,374 |
| 56,014,965 |
Total liabilities |
|
| 17,284,383 |
| 19,048,103 |
| 65,449,183 |
| 68,972,001 |
Shareholders' equity | 16 |
|
|
|
|
|
|
|
|
Share capital |
|
| 6,365,853 |
| 6,365,853 |
| 6,365,853 |
| 6,365,853 |
Treasury shares |
|
| (69,223) |
| (69,064) |
| (69,223) |
| (69,064) |
Additional paid-in capital |
|
| (1,673,787) |
| (1,690,235) |
| (1,673,787) |
| (1,690,235) |
Accumulated other comprehensive loss |
|
| (141,594) |
| (521,609) |
| (141,594) |
| (521,609) |
Retained earnings |
|
| 10,655,992 |
| 10,655,992 |
| 10,655,992 |
| 10,655,992 |
Profit for the period |
|
| 510,190 |
| — |
| 510,190 |
| — |
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 15,647,431 |
| 14,740,937 |
| 15,647,431 |
| 14,740,937 |
Non-controlling interests | 8.3 |
| — |
| — |
| 14,910,245 |
| 14,129,085 |
Total shareholders' equity |
|
| 15,647,431 |
| 14,740,937 |
| 30,557,676 |
| 28,870,022 |
Total shareholders' equity and liabilities |
|
| 32,931,814 |
| 33,789,040 |
| 96,006,859 |
| 97,842,023 |
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, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 (Restated) |
Net sales | 18 |
| — |
| — |
| 7,904,887 |
| 4,715,799 |
Cost of sales | 19 |
| — |
| — |
| (6,189,236) |
| (3,506,146) |
Gross profit |
|
| — |
| — |
| 1,715,651 |
| 1,209,653 |
Selling expenses | 19 |
| — |
| — |
| (176,389) |
| (158,655) |
General and administrative expenses | 19 |
| (65,192) |
| (47,337) |
| (385,826) |
| (227,329) |
Other income (expenses), net | 20 |
| (28,611) |
| (25,040) |
| (100,716) |
| (28,926) |
Operating income (expenses) |
|
| (93,803) |
| (72,377) |
| (662,931) |
| (414,910) |
Result before equity in earnings of investees, finance results and taxes |
|
| (93,803) |
| (72,377) |
| 1,052,720 |
| 794,743 |
Interest in earnings in subsidiaries and associates | 8.1 |
| 662,580 |
| 954,353 |
| 11,399 |
| (1,194) |
Interest in earnings of joint venture |
|
| 82,792 |
| (54,936) |
| 82,792 |
| 254,801 |
Equity in earnings of investees |
|
| 745,372 |
| 899,417 |
| 94,191 |
| 253,607 |
Finance expense |
|
| (309,687) |
| (202,357) |
| (734,188) |
| (171,818) |
Finance income |
|
| 50,012 |
| 36,325 |
| 579,076 |
| 191,152 |
Foreign exchange, net |
|
| 1,582,295 |
| (729,972) |
| 2,754,031 |
| (991,459) |
Net effect of derivatives |
|
| (1,513,819) |
| 590,696 |
| (3,120,883) |
| 590,214 |
Finance results, net | 21 |
| (191,199) |
| (305,308) |
| (521,964) |
| (381,911) |
Profit before taxes |
|
| 460,370 |
| 521,732 |
| 624,947 |
| 666,439 |
Income taxes | 14 |
|
|
|
|
|
|
|
|
Current |
|
| — |
| — |
| (31,575) |
| 399,860 |
Deferred |
|
| 49,820 |
| 117,075 |
| (17,536) |
| (358,036) |
|
|
| 49,820 |
| 117,075 |
| (49,111) |
| 41,824 |
Profit for the period |
|
| 510,190 |
| 638,807 |
| 575,836 |
| 708,263 |
Profit attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 510,190 |
| 638,807 |
| 510,190 |
| 638,807 |
Non-controlling interests |
|
| — |
| — |
| 65,646 |
| 69,456 |
|
|
| 510,190 |
| 638,807 |
| 575,836 |
| 708,263 |
Earnings per share | 17 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
| R$0.2730 |
| R$0.3685 |
Diluted |
|
|
|
|
|
| R$0.2721 |
| R$0.3662 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$)
|
| Parent Company |
| Consolidated | |||||
|
| March 31, 2022 |
| March 31, 2021 |
|
| March 31, 2022 |
| March 31, 2021 |
Profit for the period |
| 510,190 |
| 638,807 |
|
| 575,836 |
| 708,263 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
| 364,374 |
| 244,947 |
|
| 294,358 |
| 272,535 |
Loss on cash flow hedges |
| (2,930) |
| (255,795) |
|
| (2,764) |
| (256,387) |
Actuarial gain with defined benefit plan net of tax |
| 17,120 |
| — |
|
| 17,120 |
| — |
Change in fair value of financial assets |
| 1,451 |
| 139 |
|
| 225 |
| 139 |
Total other comprehensive (loss) income, net of tax |
| 380,015 |
| (10,709) |
|
| 308,939 |
| 16,287 |
Total comprehensive income for the period |
| 890,205 |
| 628,098 |
|
| 884,775 |
| 724,550 |
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
| 890,205 |
| 628,098 |
|
| 890,205 |
| 628,098 |
Non-controlling interests |
| — |
| — |
|
| (5,430) |
| 96,452 |
|
| 890,205 |
| 628,098 |
|
| 884,775 |
| 724,550 |
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 |
| Equity attributable to owners of the Company |
| Non-controlling interest |
| Total equity |
At January 1, 2022 |
| 6,365,853 |
| (69,064) |
| 737 |
| (1,690,972) |
| (521,609) |
| 348,753 |
| 9,872,037 |
| 171,021 |
| 264,181 |
| — |
| 14,740,937 |
| 14,129,085 |
| 28,870,022 |
Profit for the period |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 510,190 |
| 510,190 |
| 65,646 |
| 575,836 |
Other comprehensive income: (note 16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) on cash flow hedges |
| — |
| — |
| — |
| — |
| (2,930) |
| — |
| — |
| — |
| — |
| — |
| (2,930) |
| 166 |
| (2,764) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| 364,374 |
| — |
| — |
| — |
| — |
| — |
| 364,374 |
| (70,016) |
| 294,358 |
Actuarial income on defined benefit plan |
| — |
| — |
| — |
| — |
| 17,120 |
| — |
| — |
| — |
| — |
| — |
| 17,120 |
| — |
| 17,120 |
Change in fair value of financial assets |
| — |
| — |
| — |
| — |
| 1,451 |
| — |
| — |
| — |
| — |
| — |
| 1,451 |
| (1,226) |
| 225 |
Total comprehensive income (loss) for the period |
| — |
| — |
| — |
| — |
| 380,015 |
| — |
| — |
| — |
| — |
| 510,190 |
| 890,205 |
| (5,430) |
| 884,775 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation - settled in shares |
| — |
| (159) |
| — |
| (6,946) |
| — |
| — |
| — |
| — |
| — |
| — |
| (7,105) |
| (1,079) |
| (8,184) |
Dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (18,007) |
| (18,007) |
Business combination (Note 8.2) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 917,783 |
| 917,783 |
Transactions with share-based compensation |
| — |
| — |
| — |
| 17,179 |
| — |
| — |
| — |
| — |
| — |
| — |
| 17,179 |
| 5,662 |
| 22,841 |
Total contributions and distributions |
| — |
| (159) |
| — |
| 10,233 |
| — |
| — |
| — |
| — |
| — |
| — |
| 10,074 |
| 904,359 |
| 914,433 |
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (Note 8.1/ 8.3) |
| — |
| — |
| — |
| 6,215 |
| — |
| — |
| — |
| — |
| — |
| — |
| 6,215 |
| (117,769) |
| (111,554) |
Total changes in ownership interests |
| — |
| — |
| — |
| 6,215 |
| — |
| — |
| — |
| — |
| — |
| — |
| 6,215 |
| (117,769) |
| (111,554) |
Total transactions with owners of the Company |
| — |
| (159) |
| — |
| 16,448 |
| — |
| — |
| — |
| — |
| — |
| — |
| 16,289 |
| 786,590 |
| 802,879 |
At March 31, 2022 |
| 6,365,853 |
| (69,223) |
| 737 |
| (1,674,524) |
| (141,594) |
| 348,753 |
| 9,872,037 |
| 171,021 |
| 264,181 |
| 510,190 |
| 15,647,431 |
| 14,910,245 |
| 30,557,676 |
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 |
| Equity attributable to owners of the Company |
| 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 16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) on cash flow hedges |
| — |
| — |
| — |
| — |
| (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 (loss) for the period |
| — |
| — |
| — |
| — |
| (10,709) |
| — |
| — |
| — |
| — |
| 638,807 |
| 628,098 |
| 96,452 |
| 724,550 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
| 638,375 |
| — |
| — |
| (638,375) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,750 |
| 1,750 |
Cancellation of treasury shares |
| — |
| 496,916 |
| — |
| — |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| — |
| — |
| — |
Share-based compensation - settled in shares |
| — |
| 645 |
| — |
| 1,543 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,188 |
| — |
| 2,188 |
Proposed dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,407) |
| (3,407) |
Treasury shares acquired |
| — |
| (4,778) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (4,778) |
| — |
| (4,778) |
|
| — |
| — |
| — |
| (1,400,557) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,400,557) |
| 10,836,134 |
| 9,435,577 |
Transactions with share-based compensation |
| — |
| — |
| — |
| 1,564 |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,564 |
| 964 |
| 2,528 |
Total contributions and distributions |
| 638,375 |
| 492,783 |
| — |
| (2,035,825) |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| (1,401,583) |
| 10,835,441 |
| 9,433,858 |
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
| — |
| — |
| — |
| (3,288) |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,288) |
| (21,582) |
| (24,870) |
Total changes in ownership interests |
| — |
| — |
| — |
| (3,288) |
| — |
| — |
| — |
| — |
| — |
| — |
| (3,288) |
| (21,582) |
| (24,870) |
Total transactions with owner 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.
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Profit before taxes |
|
| 460,370 |
| 521,732 |
| 624,947 |
| 666,439 |
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 19 |
| 3,690 |
| 2,474 |
| 754,862 |
| 311,311 |
Interest in earnings of associates | 8.1 |
| (662,580) |
| (954,353) |
| (11,399) |
| 1,194 |
Interest in earnings of joint venture | 9 |
| (82,792) |
| 54,936 |
| (82,792) |
| (254,801) |
Loss (gain) on disposals assets |
|
| — |
| — |
| 9,272 |
| (316) |
Share-based payment |
|
| 15,244 |
| 2,689 |
| 25,734 |
| 6,177 |
Legal proceedings provision, receivables and tax installments | 20 |
| 13,973 |
| 24,013 |
| 93,837 |
| 35,459 |
Interest and exchange, net |
|
| 206,226 |
| 306,928 |
| 825,148 |
| 400,649 |
Sectorial financial assets and liabilities, net | 5.9 |
| — |
| — |
| 24,646 |
| 96,608 |
Provisions for employee benefits |
|
| 8,206 |
| 1,626 |
| 67,465 |
| 35,355 |
Allowance for expected credit losses |
|
| — |
| — |
| 7,992 |
| (1,079) |
Recovering tax credits | 20 |
| — |
| — |
| (28,771) |
| — |
Other |
|
| 13,033 |
| 26 |
| (20,362) |
| (37,995) |
|
|
| (24,630) |
| (39,929) |
| 2,290,579 |
| 1,259,001 |
Changes in: |
|
|
|
|
|
|
|
|
|
Trade receivables |
|
| — |
| — |
| (477,799) |
| (45,005) |
Inventories |
|
| — |
| — |
| 57,692 |
| (6,828) |
Other current tax, net |
|
| (11,969) |
| (15,252) |
| (16,822) |
| 98,432 |
Income tax |
|
| 18,754 |
| 12,349 |
| (143,674) |
| (97,078) |
Related parties, net |
|
| (39,981) |
| 6,063 |
| 145,011 |
| (16,146) |
Trade payables |
|
| (2,436) |
| (3,156) |
| (154,112) |
| (152,515) |
Employee benefits |
|
| (29,067) |
| (23,591) |
| (215,527) |
| (140,415) |
Provision for legal proceedings |
|
| 1,228 |
| (166) |
| (41,343) |
| (19,570) |
Other financial liabilities |
|
| — |
| — |
| (30,190) |
| (15,614) |
Judicial deposits |
|
| (505) |
| (633) |
| 5,304 |
| (10,472) |
Post-employment benefits |
|
| — |
| — |
| (31,388) |
| (7,861) |
Other assets and liabilities, net |
|
| (31,341) |
| (22,494) |
| (87,391) |
| (3,185) |
|
|
| (95,317) |
| (46,880) |
| (990,239) |
| (416,257) |
Net cash (used in) generated from operating activities |
|
| (119,947) |
| (86,809) |
| 1,300,340 |
| 842,744 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Capital contribution in associates |
|
| (411,374) |
| (1,500) |
| (15,000) |
| — |
Acquisition of subsidiary, net of cash acquired |
|
| — |
| — |
| (1,211,350) |
| — |
Sale (purchase) of marketable securities |
|
| 375,133 |
| (52,254) |
| 125,322 |
| 1,574,984 |
Restricted cash |
|
| (756) |
| (30,012) |
| (2,884) |
| 24,405 |
Dividends received from associates |
|
| 1,419 |
| 198,020 |
| 3,407 |
| — |
Dividends received from joint venture | 9 |
| 517,233 |
| — |
| 517,233 |
| — |
Acquisition of instruments designated at fair value |
|
| — |
| — |
| (33,807) |
| 8 |
Acquisition of property, plant and equipment, intangible assets and contract assets |
|
| (603) |
| (65) |
| (1,075,612) |
| (467,800) |
Proceeds from legal merger |
|
| — |
| 353,601 |
| — |
| 8,125,855 |
Other |
|
| (300) |
| — |
| (300) |
| — |
Net cash generated (used in) investing activities |
|
| 480,752 |
| 467,790 |
| (1,692,991) |
| 9,257,452 |
Statement of cash flows
(In thousands of Brazilian Reais - R$)
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures raised | 5.6 |
| — |
| — |
| 2,075,048 |
| 583,128 |
Repayment of principal on loans, borrowings and debentures | 5.6 |
| — |
| (5,427) |
| (3,965,112) |
| (6,945,855) |
Payment of interest on loans, borrowings and debentures | 5.6 |
| (402,752) |
| (134,759) |
| (990,888) |
| (513,490) |
Payment of derivative financial instruments |
|
| (321,764) |
| (25,383) |
| (409,128) |
| (505,080) |
Receipt of derivative financial instruments |
|
| 36,432 |
| 103,738 |
| 88,249 |
| 550,961 |
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 |
| (1,220) |
| (305) |
| (86,474) |
| (27,769) |
Payment of interest on leases | 5.8 |
| (1,012) |
| (315) |
| (51,676) |
| (18,482) |
Equity contribution from non-controlling interest |
|
| — |
| — |
| 1,625 |
| 1,750 |
Related parties |
|
| (195,181) |
| (185,547) |
| — |
| — |
Sale (purchase) of treasury shares |
|
| — |
| (4,778) |
| (25,084) |
| (34,529) |
Acquisition of non-controlling interests |
|
| (6,082) |
| (6,675) |
| — |
| — |
Dividends paid |
|
| — |
| — |
| — |
| (3,319) |
Net cash used in financing activities |
|
| (891,579) |
| (280,581) |
| (3,363,440) |
| (6,933,815) |
(Decrease) increase in cash and cash equivalents |
|
| (530,774) |
| 100,400 |
| (3,756,091) |
| 3,166,381 |
Cash and cash equivalents at beginning of the period |
|
| 1,718,077 |
| 1,149,267 |
| 16,174,130 |
| 4,614,053 |
Effect of foreign exchange rate changes |
|
| (118,516) |
| — |
| (334,907) |
| 152,736 |
Cash and cash equivalents at end of the period |
|
| 1,068,787 |
| 1,249,667 |
| 12,083,132 |
| 7,933,170 |
Additional information |
|
|
|
|
|
|
|
|
|
Income tax paid |
|
| — |
| — |
| 76,632 |
| 37,560 |
The accompanying notes are an integral part of these interim financial statements.
Non-cash transactions
Disclosure of interest and dividends
The Company classifies dividends and interest on shareholder’s equity received as cash flow from investing activities.
Interest received or paid is classified as cash flow in financing activities.
(In thousands of Brazilian Reais - R$)
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Revenues |
|
|
|
|
|
|
|
|
Sales of products and services net of returns |
| — |
| — |
| 9,475,205 |
| 5,766,154 |
Other operating revenues (expenses), net |
| (7,186) |
| (1,291) |
| (32,054) |
| 7,526 |
Allowance for doubtful accounts |
| — |
| — |
| (7,992) |
| 931 |
|
| (7,186) |
| (1,291) |
| 9,435,159 |
| 5,774,611 |
Raw materials acquired from third parties |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
| — |
| — |
| 3,412,116 |
| 3,259,106 |
Materials, energy, third party services, others |
| 37,135 |
| 47,657 |
| 2,970,367 |
| 150,534 |
|
| 37,135 |
| 47,657 |
| 6,382,483 |
| 3,409,640 |
Gross value added |
| (44,321) |
| (48,948) |
| 3,052,676 |
| 2,364,971 |
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
| 3,690 |
| 2,474 |
| 754,862 |
| 311,311 |
|
| 3,690 |
| 2,474 |
| 754,862 |
| 311,311 |
Net value added |
| (48,011) |
| (51,422) |
| 2,297,814 |
| 2,053,660 |
Value added transferred in |
|
|
|
|
|
|
|
|
Interest in earnings of subsidiaries |
| 662,580 |
| 954,353 |
| 11,399 |
| (1,194) |
Interest in earnings of joint ventures |
| 82,792 |
| (54,936) |
| 82,792 |
| 254,801 |
Finance income |
| 50,012 |
| 36,325 |
| 509,785 |
| 191,152 |
|
| 795,384 |
| 935,742 |
| 603,976 |
| 444,759 |
Value added to be distributed |
| 747,373 |
| 884,320 |
| 2,901,790 |
| 2,498,419 |
Distribution of value added |
|
|
|
|
|
|
|
|
Payroll and social charges |
| 40,445 |
| 14,431 |
| 442,454 |
| 166,138 |
Direct remuneration |
| 37,763 |
| 12,217 |
| 359,872 |
| 148,297 |
Benefits |
| 1,786 |
| 1,552 |
| 67,249 |
| 17,192 |
FGTS and others |
| 896 |
| 662 |
| 15,333 |
| 649 |
Taxes and contributions |
| (44,478) |
| (112,690) |
| 814,086 |
| 1,051,816 |
Federal |
| (46,051) |
| (113,539) |
| 258,744 |
| 350,308 |
State |
| — |
| — |
| 521,696 |
| 679,281 |
Municipal |
| 1,573 |
| 849 |
| 33,646 |
| 22,227 |
Finance expense and rents |
| 241,216 |
| 343,772 |
| 1,069,414 |
| 572,202 |
Interest and exchange variation |
| 226,260 |
| 333,409 |
| 992,892 |
| 491,704 |
Rents |
| — |
| 2,140 |
| 40,018 |
| 3,334 |
Others |
| 14,956 |
| 8,223 |
| 36,504 |
| 77,164 |
Non-controlling interests |
| — |
| — |
| 65,646 |
| 69,456 |
Profit for the period |
| 510,190 |
| 638,807 |
| 510,190 |
| 638,807 |
|
| 747,373 |
| 884,320 |
| 2,901,790 |
| 2,498,419 |
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 on the B3 S.A. - Brasil, Bolsa, Balcão, or “B3”, on the special New Market (Novo Mercado) segment under the ticker symbol “CSAN3”. The Company’s American Depositary Shares, or “ADSs”, are listed on the New York Stock Exchange, or “NYSE”, and traded under the symbol “CSAN”. Cosan is a corporation headquartered in the city of São Paulo, state of São Paulo. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
1.1 Recent developments and other events
1.1.1 Acquisition of control of Sulgás by the subsidiary Compass Um
On January 3, 2022, the subsidiary Compass Um Participações S.A. (“Compass Um”), concluded the acquisition of 51% of the capital stock of Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) for the amount of R$955,244, consequently obtaining control of the concessionaire, as detailed in note 8.2.
1.1.2 Acquisition of control of TUP Porto São Luís by the subsidiary Atlântico Participações
On February 11, 2022 (“Acquisition Date”), the acquisition of the remaining shares of 51% of the capital stock of Porto São Luís was concluded, for the amount of R$411,224, with the transfer of control, held by São Luís Port Company S.A.R.L., a company of the China Communications Construction Company Limited (“CCCC”) group. The total amount paid for both transactions was R$804,803. With the conclusion of this stage, the Company now holds 100% of the equity interest in Porto, as detailed in note 8.2.
1.1.3 Russian-Ukrainian conflict
On February 24, 2022, Russian troops started invading Ukraine. The ongoing military attack has led, and continues to lead, to significant casualties, dislocation of the population, damage to infrastructure and disruption to economic activity in Ukraine.
In response, multiple jurisdictions, including the European Union, the United Kingdom and the United States have imposed initial tranches of economic sanctions on Russia (and in certain cases Belarus). In addition to the imposition of sanctions, a growing number of large public and private companies have announced voluntary actions to curtail business activities with Russia and Belarus. These actions include plans to dispose of assets or discontinue operations in Russia/Belarus, curtailing exports to, or imports from, these countries and discontinuing the provision of services. Moreover, the war has added to mounting concerns of a sharp global growth slowdown.
As a company that operates globally through its subsidiaries and joint venture, the ongoing conflict between Russia and Ukraine, and/or economic sanctions and import and/or export controls have not materially affected the Company’s financial statements to date. The main operations that may be affected are:
Although the Company, its subsidiaries and joint venture do not do material business in Russia or Ukraine, we closely monitor the indirect effects that the war in Ukraine could have on international supply chains, and therefore cost of inputs and overall inflation.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
1.1.4 Senior Notes Prepayment 2025
On January 14, 2022, the Rumo subsidiary prepaid the Senior Notes 2025, in the amount of USD 500,000, equivalent to R$ 2,848,332, with original maturity in January 2025, in accordance with the conditions established in the transaction agreement signed in January 2018. The derivatives contracted to hedge the operation were settled in the same period.
17
2 Statement of compliance
These individual and consolidated interim financial statements were 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 accordance with the rules issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR.
The presentation of individual and consolidated Statements of Value Added (DVA) is required by Brazilian corporate law and 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 result, under IFRS, this statement is presented as supplementary information, without prejudice to the set of interim financial statements.
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 as of December 31, 2021 and should be read as a whole.
The information in the explanatory notes that did not undergo significant changes compared to the financial statements as of December 31, 2021 were not fully presented in this quarterly information.
The relevant information specific to the interim financial statements, and only these, are being evidenced and that correspond to those used by Management in its management.
The Board of Directors authorized these interim financial statements for issue on May 13, 2022.
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 as of December 31, 2021, except for the mentions described in the respective explanatory notes that refer to the updates and changes described in note 3.1. All balances have been rounded to the nearest thousand, unless otherwise indicated.
3.1 Changes in the presentation and classification of concession intangible assets amortization expense
The Company re-assessed its presentation of the amortization expense related to its concession intangible assets in its statement of profit or. The Company had previously presented the amortization expense related to its concession intangible assets in selling expenses. The Company elected to change the presentation of the amortization expense related to its concession intangible assets to cost of sales, as the Company believes that such presentation provides more relevant information to the users of its financial statements as it is more aligned to practices adopted by industry. This reclassification does not impact regulatory margins or key indicators used by the Company.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The Company has recast the statement of profit or loss for prior period as follows:
|
| 31/03/2021 |
| Reclassification |
| 31/03/2021 (Restated) |
Net sales |
| 4,715,799 |
| — |
| 4,715,799 |
Cost of sales |
| (3,369,867) |
| (136,279) |
| (3,506,146) |
Gross profit |
| 1,345,932 |
| (136,279) |
| 1,209,653 |
|
|
|
|
|
|
|
Selling expenses |
| (158,655) |
| — |
| (158,655) |
General and administrative expenses |
| (363,608) |
| 136,279 |
| (227,329) |
Other income (expenses), net |
| (28,926) |
| — |
| (28,926) |
Operating expenses |
| (551,189) |
| 136,279 |
| (414,910) |
|
|
|
|
|
|
|
Profit before equity in earnings of investees, finance results and taxes |
| 794,743 |
| — |
| 794,743 |
|
|
|
|
|
|
|
Equity in earnings of investees |
| 253,607 |
| — |
| 253,607 |
|
|
|
|
|
|
|
Finance results, net |
| (381,911) |
| — |
| (381,911) |
|
|
|
|
|
|
|
Profit before taxes |
| 666,439 |
| — |
| 666,439 |
|
|
|
|
|
|
|
Income taxes |
| 41,824 |
| — |
| 41,824 |
|
|
|
|
|
|
|
Profit for the period |
| 708,263 |
| — |
| 708,263 |
This reclassification was also reflected in the segment information, as detailed in note 4.
4 Segment information
The following segment information is used by Company’s senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions regarding the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the interim financial statements. The Company evaluates the performance of its operating segments based on the measure of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Reported segments:
Reconciliation:
Although, Raízen S.A. is a joint venture recorded under the equity method and is not proportionally consolidated, senior management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of jointly controlled company”.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2022 | |||||||||||||||||||||||||
| Reported segments |
| Reconciliation |
| Consolidated | |||||||||||||||||||||
| Raízen |
| Gas and Energy |
| Moove |
| Logistics |
| Cosan Investments |
| Cosan Corporate |
| Deconsolidated effects |
| Segments eliminations |
| ||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross sales | 57,215,878 |
| 5,077,689 |
| 2,092,210 |
| 2,333,243 |
| 52,768 |
| — |
| (57,215,878 | ) |
| (15,692 | ) |
| 9,540,218 | |||||||
Domestic market (i) | 57,215,878 |
| 5,077,689 |
| 1,938,927 |
| 2,277,761 |
| 52,768 |
| — |
| (57,215,878 | ) |
| (15,692 | ) |
| 9,331,453 | |||||||
External market (i) | — |
| — |
| 153,283 |
| 55,482 |
| — |
| — |
| — |
| — |
| 208,765 | |||||||||
Net sales | 53,477,656 |
| 4,005,830 |
| 1,657,694 |
| 2,206,362 |
| 50,694 |
| — |
| (53,477,656 | ) |
| (15,692 | ) |
| 7,904,888 | |||||||
Cost of sales | (50,976,770 | ) |
| (3,300,672 | ) |
| (1,328,188 | ) |
| (1,573,863 | ) |
| (2,205 | ) |
| — |
| 50,976,770 |
| 15,692 |
| (6,189,236 | ) | |||
Gross profit | 2,500,886 |
| 705,158 |
| 329,506 |
| 632,499 |
| 48,489 |
| — |
| (2,500,886 | ) |
| — |
| 1,715,652 | ||||||||
Selling expenses | (1,170,662 | ) |
| (38,470 | ) |
| (129,271 | ) |
| (6,310 | ) |
| (2,338 | ) |
| — |
| 1,170,662 |
| — |
| (176,389 | ) | |||
General and administrative expenses | (674,476 | ) |
| (140,429 | ) |
| (62,714 | ) |
| (100,194 | ) |
| (25,710 | ) |
| (56,779 | ) |
| 674,476 |
| — |
| (385,826 | ) | ||
Other income (expenses), net | 50,454 |
| (28,932 | ) |
| 14,871 |
| (54,883 | ) |
| (3,163 | ) |
| (28,609 | ) |
| (50,454 | ) |
| — |
| (100,716 | ) | |||
Interest in earnings of associates | (23,060 | ) |
| — |
| — |
| 7,096 |
| (58 | ) |
| 504,122 |
| 23,060 |
| (499,761 | ) |
| 11,399 | ||||||
Interest in earnings of joint venture | — |
| — |
| — |
| — |
| — |
| 82,792 |
| — |
| — |
| 82,792 | |||||||||
Finance results, net | (645,660 | ) |
| (37,376 | ) |
| 1,729 |
| (500,770 | ) |
| (13,990 | ) |
| 28,443 |
| 645,660 |
| — |
| (521,964 | ) | ||||
Finance expense | (429,626 | ) |
| (319,198 | ) |
| (5,622 | ) |
| (348,155 | ) |
| 1,070 |
| (62,283 | ) |
| 429,626 |
| — |
| (734,188 | ) | |||
Finance income | 175,152 |
| 267,474 |
| 10,813 |
| 243,140 |
| 5,705 |
| 51,944 |
| (175,152 | ) |
| — |
| 579,076 | ||||||||
Foreign exchange, net | 1,999,144 |
| 277,106 |
| 48,380 |
| 890,724 |
| (20,765 | ) |
| 1,558,586 |
| (1,999,144 | ) |
| — |
| 2,754,031 | |||||||
Derivatives | (2,390,330 | ) |
| (262,758 | ) |
| (51,842 | ) |
| (1,286,479 | ) |
| — |
| (1,519,804 | ) |
| 2,390,330 |
| — |
| (3,120,883 | ) | |||
Income tax (expense)benefit | 235,776 |
| 22,514 |
| (8,598 | ) |
| (45,690 | ) |
| (6,136 | ) |
| (11,202 | ) |
| (235,776 | ) |
| — |
| (49,112 | ) | |||
Profit for the period | 273,258 |
| 482,465 |
| 145,523 |
| (68,252 | ) |
| (2,906 | ) |
| 518,767 |
| (273,258 | ) |
| (499,761 | ) |
| 575,836 | |||||
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Owners of the Company | 207,834 |
| 427,656 |
| 101,891 |
| (20,241 | ) |
| (18,122 | ) |
| 518,767 |
| (207,834 | ) |
| (499,761 | ) |
| 510,190 | |||||
Non-controlling interests | 65,424 |
| 54,809 |
| 43,632 |
| (48,011 | ) |
| 15,216 |
| — |
| (65,424 | ) |
| — |
| 65,646 | |||||||
| 273,258 |
| 482,465 |
| 145,523 |
| (68,252 | ) |
| (2,906 | ) |
| 518,767 |
| (273,258 | ) |
| (499,761 | ) |
| 575,836 | |||||
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Depreciation and amortization | 1,994,856 |
| 205,232 |
| 21,003 |
| 523,749 |
| 1,169 |
| 3,710 |
| (1,994,856 | ) |
| (1 | ) |
| 754,862 | |||||||
EBITDA | 2,677,998 |
| 702,559 |
| 173,395 |
| 1,001,957 |
| 18,389 |
| 505,236 |
| (2,677,998 | ) |
| (499,762 | ) |
| 1,901,774 | |||||||
Additions to PP&E, intangible and contract assets | 2,851,078 |
| 370,804 |
| 5,318 |
| 691,996 |
| 6,891 |
| 603 |
| (2,851,078 | ) |
| — |
| 1,075,612 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Profit for the period | 273,258 |
| 482,465 |
| 145,523 |
| (68,252 | ) |
| (2,906 | ) |
| 518,767 |
| (273,258 | ) |
| (499,761 | ) |
| 575,836 | |||||
Income tax and (expense) benefit | (235,776 | ) |
| (22,514 | ) |
| 8,598 |
| 45,690 |
| 6,136 |
| 11,202 |
| 235,776 |
| — |
| 49,112 | |||||||
Finance results, net | 645,660 |
| 37,376 |
| (1,729 | ) |
| 500,770 |
| 13,990 |
| (28,443 | ) |
| (645,660 | ) |
| — |
| 521,964 | ||||||
Depreciation and amortization | 1,994,856 |
| 205,232 |
| 21,003 |
| 523,749 |
| 1,169 |
| 3,710 |
| (1,994,856 | ) |
| (1 | ) |
| 754,862 | |||||||
EBITDA | 2,677,998 |
| 702,559 |
| 173,395 |
| 1,001,957 |
| 18,389 |
| 505,236 |
| (2,677,998 | ) |
| (499,762 | ) |
| 1,901,774 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2021 (Restated) | ||||||||||||||||||||||
| Reported segments |
| Reconciliation |
| Consolidated | ||||||||||||||||||
| Raízen |
| Gas and Energy |
| Moove |
| Logistics |
| Cosan Corporate |
| Deconsolidated effects |
| Segments eliminations |
| |||||||||
|
|
|
|
|
|
|
| ||||||||||||||||
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gross sales | 39,073,276 |
| 3,207,371 |
| 1,783,529 |
| 828,461 |
| 377 |
| (39,073,276 | ) |
| (4,083 | ) |
| 5,815,655 | ||||||
Domestic market (i) | 34,213,866 |
| 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 | 35,911,678 |
| 2,516,622 |
| 1,417,556 |
| 785,351 |
| 353 |
| (35,911,678 | ) |
| (4,083 | ) |
| 4,715,799 | ||||||
Cost of sales | (33,618,674 | ) |
| (1,954,060 | ) |
| (1,083,803 | ) |
| (471,989 | ) |
| (377 | ) |
| 33,618,674 |
| 4,083 |
| (3,506,146 | ) | ||
Gross profit | 2,293,004 |
| 562,562 |
| 333,753 |
| 313,362 |
| (24 | ) |
| (2,293,004 | ) |
| — |
| 1,209,653 | ||||||
Selling expenses | (854,308 | ) |
| (26,173 | ) |
| (128,739 | ) |
| (3,052 | ) |
| (691 | ) |
| 854,308 |
| — |
| (158,655 | ) | ||
General and administrative expenses | (358,870 | ) |
| (89,307 | ) |
| (56,036 | ) |
| (31,412 | ) |
| (50,574 | ) |
| 358,870 |
| — |
| (227,329 | ) | ||
Other income (expenses), net | 206,944 |
| (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 venture | 1,989 |
| — |
| — |
| — |
| 254,801 |
| (1,989 | ) |
| — |
| 254,801 | |||||||
Finance results, net | (541,281 | ) |
| (59,806 | ) |
| (51,423 | ) |
| (175,677 | ) |
| (95,005 | ) |
| 541,281 |
| — |
| (381,911 | ) | ||
Finance expense | (39,261 | ) |
| (145,108 | ) |
| (7,612 | ) |
| (444 | ) |
| (18,653 | ) |
| 39,261 |
| — |
| (171,817 | ) | ||
Finance income | 173,559 |
| 149,922 |
| 2,836 |
| 19,474 |
| 18,919 |
| (173,559 | ) |
| — |
| 191,151 | |||||||
Foreign exchange, net | (1,128,848 | ) |
| (83,347 | ) |
| (58,589 | ) |
| (164,859 | ) |
| (684,664 | ) |
| 1,128,848 |
| — |
| (991,459 | ) | ||
Derivatives | 453,269 |
| 18,727 |
| 11,942 |
| (29,848 | ) |
| 589,393 |
| (453,269 | ) |
| — |
| 590,214 | ||||||
Income tax (expense)benefit | (225,181 | ) |
| 90,030 |
| (43,557 | ) |
| (34,755 | ) |
| 30,106 |
| 225,181 |
| — |
| 41,824 | |||||
Profit for the period | 613,824 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824 | ) |
| (525,953 | ) |
| 708,263 | ||||||
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Owners of the Company | 604,582 |
| 462,399 |
| 46,487 |
| 17,067 |
| 638,807 |
| (604,582 | ) |
| (525,953 | ) |
| 638,807 | ||||||
Non-controlling interests | 9,242 |
| 8,740 |
| 20,439 |
| 40,747 |
| (470 | ) |
| (9,242 | ) |
| — |
| 69,456 | ||||||
| 613,824 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824 | ) |
| (525,953 | ) |
| 708,263 | ||||||
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Depreciation and amortization | 1,330,110 |
| 137,040 |
| 26,049 |
| 145,248 |
| 2,972 |
| (1,330,110 | ) |
| 2 |
| 311,311 | |||||||
EBITDA | 2,710,396 |
| 577,955 |
| 187,955 |
| 413,494 |
| 706,208 |
| (2,710,396 | ) |
| (525,951 | ) |
| 1,359,661 | ||||||
Additions to PP&E, intangible and contract assets | 1,459,223 |
| 231,244 |
| 6,579 |
| 229,235 |
| 742 |
| (1,459,223 | ) |
| — |
| 467,800 | |||||||
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Profit for the period | 613,824 |
| 471,139 |
| 66,926 |
| 57,814 |
| 638,337 |
| (613,824 | ) |
| (525,953 | ) |
| 708,263 | ||||||
Income tax and (expense) benefit | 225,181 |
| (90,030 | ) |
| 43,557 |
| 34,755 |
| (30,106 | ) |
| (225,181 | ) |
| — |
| (41,824 | ) | ||||
Finance results, net | 541,281 |
| 59,806 |
| 51,423 |
| 175,677 |
| 95,005 |
| (541,281 | ) |
| — |
| 381,911 | |||||||
Depreciation and amortization | 1,330,110 |
| 137,040 |
| 26,049 |
| 145,248 |
| 2,972 |
| (1,330,110 | ) |
| 2 |
| 311,311 | |||||||
EBITDA | 2,710,396 |
| 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.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2022 | |||||||||||||||||||||||||
| Reported segments |
| Reconciliation | Consolidated | ||||||||||||||||||||||
| Raízen |
| Gas and Energy |
| Moove |
| Logistics |
| Cosan Investments |
| Cosan Corporate |
| Deconsolidated effects |
| Segments eliminations |
| ||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Cash and cash equivalents | 8,234,568 |
| 3,276,823 |
| 889,455 |
| 6,377,309 |
| 250,835 |
| 1,288,710 |
| (8,234,568 | ) | — |
| 12,083,132 | |||||||||
Marketable securities | 87,530 |
| 2,190,588 |
| 218,150 |
| 1,359,262 |
| 85,084 |
| 532,827 |
| (87,530 | ) | — |
| 4,385,911 | |||||||||
Trade receivables | 6,637,840 |
| 1,661,274 |
| 750,322 |
| 587,966 |
| 217,262 |
| — |
| (6,637,840 | ) | — |
| 3,216,824 | |||||||||
Derivative financial instruments - assets | 7,491,566 |
| 123,888 |
| — |
| 947,865 |
| — |
| 1,832,705 |
| (7,491,566 | ) | — |
| 2,904,458 | |||||||||
Inventories | 9,945,240 |
| 132,297 |
| 675,351 |
| 240,916 |
| 95 |
| 1 |
| (9,945,240 | ) | — |
| 1,048,660 | |||||||||
Sectorial financial assets | — |
| 549,093 |
| — |
| — |
| — |
| — |
| — |
| — |
| 549,093 | |||||||||
Other financial assets | 267,038 |
| 2 |
| 388 |
| — |
| 189,126 |
| — |
| (267,038 | ) | — |
| 189,516 | |||||||||
Other current assets | 12,603,814 |
| 1,239,541 |
| 290,658 |
| 848,964 |
| 43,653 |
| 1,256,579 |
| (12,603,814 | ) | (729,189 | ) | 2,950,206 | |||||||||
Other non-current assets | 7,669,732 |
| 770,450 |
| 252,445 |
| 3,121,718 |
| 1,864 |
| 2,141,531 |
| (7,669,732 | ) | (241,974 | ) | 6,046,034 | |||||||||
Investments in associates | — |
| — |
| — |
| 64,347 |
| — |
| 15,394,154 |
| — |
| (15,062,950 | ) | 395,551 | |||||||||
Investments in joint venture | 1,354,420 |
| — |
| — |
| — |
| — |
| 11,444,873 |
| (1,354,420 | ) | — |
| 11,444,873 | |||||||||
Biological assets | 3,913,958 |
| — |
| — |
| — |
| — |
| — |
| (3,913,958 | ) | — |
| — | |||||||||
Investment properties | — |
| — |
| — |
| — |
| 3,889,956 |
| — |
| — |
| — |
| 3,889,956 | |||||||||
Contract assets | 3,178,350 |
| 784,161 |
| 23,587 |
| — |
| — |
| — |
| (3,178,350 | ) | — |
| 807,748 | |||||||||
Right-of-use assets | 10,779,636 |
| 73,264 |
| 46,230 |
| 7,769,820 |
| 3,364 |
| 32,690 |
| (10,779,636 | ) | — |
| 7,925,368 | |||||||||
Property, plant and equipment | 23,987,408 |
| 341,812 |
| 303,720 |
| 16,289,322 |
| 374,468 |
| 64,139 |
| (23,987,408 | ) | — |
| 17,373,461 | |||||||||
Intangible assets and goodwill | 9,220,172 |
| 12,054,748 |
| 1,173,216 |
| 7,107,257 |
| 458,843 |
| 2,006 |
| (9,220,172 | ) | — |
| 20,796,070 | |||||||||
Loans, borrowings and debentures | (22,274,946 | ) |
| (8,551,263 | ) |
| (753,943 | ) |
| (17,048,631 | ) |
| — |
| (13,701,732 | ) |
| 22,274,946 |
| — |
| (40,055,569 | ) | |||
Derivative financial instruments - liabilities | (8,452,526 | ) |
| (316,301 | ) |
| (77,716 | ) |
| (1,096,712 | ) |
| — |
| (543,407 | ) |
| 8,452,526 |
| — |
| (2,034,136 | ) | |||
Trade payables | (19,059,514 | ) |
| (1,631,811 | ) |
| (815,318 | ) |
| (686,254 | ) |
| (1,894 | ) |
| (1,857 | ) |
| 19,059,514 |
| — |
| (3,137,134 | ) | ||
Employee benefits payable | (1,090,396 | ) |
| (81,162 | ) |
| (88,600 | ) |
| (192,394 | ) |
| (4,313 | ) |
| (36,512 | ) |
| 1,090,396 |
| — |
| (402,981 | ) | ||
Sectorial financial liabilities | — |
| (1,509,573 | ) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,509,573 | ) | |||||||
Other current liabilities | (9,108,172 | ) |
| (621,562 | ) |
| (323,527 | ) |
| (1,463,737 | ) |
| (101,162 | ) |
| (1,355,160 | ) |
| 9,108,172 |
| 229,041 |
| (3,636,107 | ) | ||
Leases | (10,424,706 | ) |
| (66,121 | ) |
| (47,981 | ) |
| (3,138,737 | ) |
| (3,457 | ) |
| (37,466 | ) |
| 10,424,706 |
| — |
| (3,293,762 | ) | ||
Other non-current liabilities | (8,299,818 | ) |
| (2,748,058 | ) |
| (318,347 | ) |
| (6,153,080 | ) |
| (235,919 | ) |
| (2,666,641 | ) |
| 8,299,818 |
| 742,122 |
| (11,379,923 | ) | ||
Total assets (net of liabilities) allocated by segment | 26,661,194 |
| 7,672,090 |
| 2,198,090 |
| 14,935,201 |
| 5,167,805 |
| 15,647,440 |
| (26,661,194 | ) | (15,062,950 | ) | 30,557,676 | |||||||||
Total assets | 105,371,272 |
| 23,197,941 |
| 4,623,522 |
| 44,714,746 |
| 5,514,550 |
| 33,990,215 |
| (105,371,272 | ) | (16,034,113 | ) | 96,006,861 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Equity attributable to owners of the Company | 24,807,360 |
| 5,927,043 |
| 1,538,816 |
| 4,467,238 |
| 3,129,844 |
| 15,647,440 |
| (24,807,360 | ) | (15,062,950 | ) | 15,647,431 | |||||||||
Non-controlling interests | 1,853,834 |
| 1,745,047 |
| 659,274 |
| 10,467,963 |
| 2,037,961 |
| — |
| (1,853,834 | ) | — |
| 14,910,245 | |||||||||
Total shareholders' equity | 26,661,194 |
| 7,672,090 |
| 2,198,090 |
| 14,935,201 |
| 5,167,805 |
| 15,647,440 |
| (26,661,194 | ) | (15,062,950 | ) | 30,557,676 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| December 31, 2021 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Reported segments |
|
|
|
|
| Reconciliation | Consolidated | ||||||||||||||||||
| Raízen |
| Gas and Energy |
| Moove |
| Logistics |
| Cosan Investments |
| Cosan Corporate |
| Deconsolidated effects |
| Segments eliminations |
| ||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Cash and cash equivalents | 5,034,788 |
| 3,562,358 |
| 1,059,866 |
| 9,448,193 |
| 7,468 |
| 2,096,245 |
| (5,034,788 | ) |
| — |
| 16,174,130 | ||||||||
Marketable securities | 154,052 |
| 1,876,006 |
| 129,390 |
| 1,425,897 |
| 46,094 |
| 910,620 |
| (154,052 | ) |
| — |
| 4,388,007 | ||||||||
Trade receivables | 7,618,176 |
| 1,427,720 |
| 605,928 |
| 503,316 |
| 207,761 |
| 1,128 |
| (7,618,176 | ) |
| — |
| 2,745,853 | ||||||||
Derivative financial instruments - assets | 11,805,548 |
| 358,456 |
| 26,513 |
| 1,674,821 |
| — |
| 2,673,136 |
| (11,805,548 | ) |
| — |
| 4,732,926 | ||||||||
Inventories | 14,297,068 |
| 129,554 |
| 790,825 |
| 228,923 |
| — |
| 2 |
| (14,297,068 | ) |
| — |
| 1,149,304 | ||||||||
Sectorial financial assets | — |
| 558,310 |
| — |
| — |
| — |
| — |
| — |
| — |
| 558,310 | |||||||||
Other financial assets | 261,412 |
| — |
| 466 |
| — |
| 319,728 |
| (1 | ) |
| (261,412 | ) |
| — |
| 320,193 | |||||||
Other current assets | 12,545,650 |
| 340,909 |
| 298,004 |
| 747,308 |
| 13,470 |
| 1,599,793 |
| (12,545,650 | ) |
| (668,152 | ) |
| 2,331,332 | |||||||
Other non-current assets | 8,562,180 |
| 1,370,964 |
| 246,934 |
| 3,197,105 |
| 354 |
| 2,180,558 |
| (8,562,180 | ) |
| (240,675 | ) |
| 6,755,240 | |||||||
Investments in associates | — |
| — |
| — |
| 57,844 |
| — |
| 14,518,340 |
| — |
| (13,796,117 | ) |
| 780,067 | ||||||||
Investments in joint venture | 1,317,720 |
| — |
| — |
| — |
| — |
| 10,936,663 |
| (1,317,720 | ) |
| — |
| 10,936,663 | ||||||||
Biological assets | 3,106,744 |
| — |
| — |
| — |
| — |
| — |
| (3,106,744 | ) |
| — |
| — | ||||||||
Investment properties | — |
| — |
| — |
| — |
| 3,886,696 |
| — |
| — |
| — |
| 3,886,696 | |||||||||
Contract assets | 2,941,390 |
| 684,970 |
| 21,011 |
| 1 |
| — |
| — |
| (2,941,390 | ) |
| — |
| 705,982 | ||||||||
Right-of-use assets | 10,758,442 |
| 73,220 |
| 51,458 |
| 7,784,941 |
| 3,203 |
| 34,445 |
| (10,758,442 | ) |
| — |
| 7,947,267 | ||||||||
Property, plant and equipment | 22,506,160 |
| 271,490 |
| 334,065 |
| 15,974,562 |
| 31 |
| 68,405 |
| (22,506,160 | ) |
| — |
| 16,648,553 | ||||||||
Intangible assets and goodwill | 9,226,852 |
| 9,328,654 |
| 1,285,884 |
| 7,131,645 |
| — |
| 35,315 |
| (9,226,852 | ) |
| — |
| 17,781,498 | ||||||||
Loans, borrowings and debentures | (26,967,092 | ) |
| (7,667,987 | ) |
| (831,148 | ) |
| (21,178,748 | ) |
| — |
| (15,981,153 | ) |
| 26,967,092 |
| — |
| (45,659,036 | ) | |||
Derivative financial instruments - liabilities | (12,377,276 | ) |
| (357,932 | ) |
| — |
| (576,749 | ) |
| — |
| (141,480 | ) |
| 12,377,276 |
| — |
| (1,076,161 | ) | ||||
Trade payables | (15,678,442 | ) |
| (1,798,977 | ) |
| (828,690 | ) |
| (618,658 | ) |
| (1,006 | ) |
| (6,173 | ) |
| 15,678,442 |
| — |
| (3,253,504 | ) | ||
Employee benefits payable | (788,948 | ) |
| (104,404 | ) |
| (132,158 | ) |
| (255,963 | ) |
| — |
| (60,466 | ) |
| 788,948 |
| — |
| (552,991 | ) | |||
Sectorial financial liabilities | — |
| (1,372,283 | ) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,372,283 | ) | |||||||
Other current liabilities | (9,591,918 | ) |
| (472,592 | ) |
| (349,967 | ) |
| (1,384,611 | ) |
| (48,739 | ) |
| (1,384,091 | ) |
| 9,591,918 |
| 148,171 |
| (3,491,829 | ) | ||
Leases | (10,685,524 | ) |
| (63,752 | ) |
| (53,436 | ) |
| (3,106,883 | ) |
| (3,253 | ) |
| (40,358 | ) |
| 10,685,524 |
| — |
| (3,267,682 | ) | ||
Other non-current liabilities | (8,647,572 | ) |
| (1,771,568 | ) |
| (368,788 | ) |
| (6,034,881 | ) |
| (193,601 | ) |
| (2,691,341 | ) |
| 8,647,572 |
| 761,666 |
| (10,298,513 | ) | ||
Total assets (net of liabilities) allocated by segment | 25,399,410 |
| 6,373,116 |
| 2,286,157 |
| 15,018,063 |
| 4,238,206 |
| 14,749,587 |
| (25,399,410 | ) |
| (13,795,107 | ) |
| 28,870,022 | |||||||
Total assets | 110,136,182 |
| 19,982,611 |
| 4,850,344 |
| 48,174,556 |
| 4,484,805 |
| 35,054,649 |
| (110,136,182 | ) |
| (14,704,944 | ) |
| 97,842,021 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Equity attributable to owners of the Company | 23,870,251 |
| 5,585,768 |
| 1,599,949 |
| 4,479,944 |
| 2,119,104 |
| 14,751,279 |
| (23,870,251 | ) |
| (13,795,107 | ) |
| 14,740,937 | |||||||
Non-controlling interests | 1,529,159 |
| 787,348 |
| 686,208 |
| 10,538,119 |
| 2,119,102 |
| (1,692 | ) |
| (1,529,159 | ) |
| — |
| 14,129,085 | |||||||
Total shareholders' equity | 25,399,410 |
| 6,373,116 |
| 2,286,157 |
| 15,018,063 |
| 4,238,206 |
| 14,749,587 |
| (25,399,410 | ) |
| (13,795,107 | ) |
| 28,870,022 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
4.1 Net revenue by segment
| March 31, 2022 |
| March 31, 2021 (Restated) |
Reported segment |
|
|
|
|
|
|
|
Raízen |
|
|
|
Ethanol | 6,630,917 |
| 6,174,995 |
Sugar | 3,839,787 |
| 3,437,927 |
Gas | 16,139,575 |
| 10,463,228 |
Diesel | 23,252,234 |
| 14,362,343 |
Cogeneration | 727,321 |
| 494,691 |
Other | 2,887,822 |
| 978,494 |
| 53,477,656 |
| 35,911,678 |
|
|
|
|
Natural gas distribution |
|
|
|
Industrial | 2,641,572 |
| 1,508,875 |
Residential | 399,893 |
| 294,334 |
Cogeneration | 237,111 |
| 140,769 |
Automotive | 227,082 |
| 59,859 |
Commercial | 161,069 |
| 89,890 |
Construction revenue | 205,769 |
| 179,282 |
Other | 77,042 |
| 24,403 |
| 3,949,538 |
| 2,297,412 |
Electricity trading | 56,292 |
| 219,210 |
Gas and Energy | 4,005,830 |
| 2,516,622 |
|
|
|
|
Moove |
|
|
|
Finished goods | 1,528,255 |
| 1,257,545 |
Base oil | 93,649 |
| 128,952 |
Services | 35,790 |
| 31,059 |
| 1,657,694 |
| 1,417,556 |
|
|
|
|
Logistics |
|
|
|
North operations | 1,741,843 |
| 589,227 |
South operations | 369,639 |
| 169,880 |
Container operations | 94,880 |
| 26,244 |
| 2,206,362 |
| 785,351 |
|
|
|
|
Cosan Investments |
|
|
|
Land lease | 50,694 |
| — |
| 50,694 |
| — |
|
|
|
|
Reconciliation |
|
|
|
Cosan Corporate | — |
| 353 |
Deconsolidated effects and eliminations | (53,493,348) |
| (35,915,761) |
Total | 7,904,888 |
| 4,715,799 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5 Financial assets and liabilities
Financial assets and liabilities are as following:
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 154,576 |
| 683,036 |
| 1,177,106 |
| 1,680,328 |
Marketable securities | 5.2 |
| 532,777 |
| 893,087 |
| 4,385,911 |
| 4,388,007 |
Other financial assets | 5.4 |
| — |
| - |
| 189,516 |
| 320,193 |
Derivate financial instruments | 5.10 |
| 1,791,323 |
| 2,562,856 |
| 2,904,458 |
| 4,732,926 |
|
|
| 2,478,676 |
| 4,138,979 |
| 8,656,991 |
| 11,121,454 |
Amortized cost |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 914,211 |
| 1,035,041 |
| 10,906,026 |
| 14,493,802 |
Trade receivables | 5.3 |
| — |
| — |
| 3,216,733 |
| 2,745,853 |
Restricted cash | 5.2 |
| 31,937 |
| 31,181 |
| 60,725 |
| 58,990 |
Receivables from related parties | 5.5 |
| 532,410 |
| 529,364 |
| 421,264 |
| 416,491 |
Sector financial assets | 5.9 |
| — |
| — |
| 549,093 |
| 558,310 |
Dividends receivable |
|
| 211,454 |
| 540,091 |
| 108,583 |
| 519,965 |
|
|
| 1,690,012 |
| 2,135,677 |
| 15,262,424 |
| 18,793,411 |
Total |
|
| 4,168,688 |
| 6,274,656 |
| 23,919,415 |
| 29,914,865 |
Liabilities |
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (7,316,652) |
| (8,164,256) |
| (22,849,254) |
| (25,444,437) |
Trade payables | 5.7 |
| (1,577) |
| (4,506) |
| (3,137,134) |
| (3,253,504) |
Consideration payable |
|
| — |
| — |
| (234,960) |
| (234,960) |
Other financial liabilities (i) |
|
| — |
| — |
| (675,538) |
| (726,423) |
Lease liabilities | 5.8 |
| (37,466) |
| (40,047) |
| (3,293,762) |
| (3,267,678) |
Railroad concession payable | 12 |
| — |
| — |
| (3,127,311) |
| (3,054,248) |
Payables to related parties | 5.5 |
| (6,549,096) |
| (7,700,429) |
| (430,992) |
| (287,609) |
Dividends payable |
|
| (754,282) |
| (754,282) |
| (921,502) |
| (799,634) |
Sector financial liabilities | 5.9 |
| — |
| — |
| (1,509,573) |
| (1,372,283) |
Tax installments - REFIS | 13 |
| (195,700) |
| (194,228) |
| (202,510) |
| (200,664) |
|
|
| (14,854,773) |
| (16,857,748) |
| (36,382,536) |
| (38,641,440) |
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| — |
| — |
| (17,206,315) |
| (20,214,600) |
Derivative financial instruments | 5.10 |
| (543,406) |
| (141,480) |
| (2,034,136) |
| (1,076,161) |
|
|
| (543,406) |
| (141,480) |
| (19,240,451) |
| (21,290,761) |
Total |
|
| (15,398,179) |
| (16,999,228) |
| (55,622,987) |
| (59,932,201) |
(i) | The balance substantially presented comes from the subsidiary Rumo and refers to amounts that were advanced by its suppliers with financial institutions. As of March 31, 2022, the balance anticipated by our suppliers with financial institutions was R$553,236 (R$576,786 as of December 31, 2021). These operations had Banco Itaú and Banco Bradesco as counterparties, at an average rate of 13.02% p.a. (10.60% p.a. on December 31, 2021). The average term of these operations, which are recorded at present value at the aforementioned rate, is around 90 days. |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.1 Cash and cash equivalents
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Cash and bank accounts | 277 |
| 258 |
| 217,730 |
| 98,116 |
Savings account | 444,979 |
| 525,249 |
| 1,390,081 |
| 2,594,723 |
Financial investments | 623,531 |
| 1,192,570 |
| 10,475,321 |
| 13,481,291 |
| 1,068,787 |
| 1,718,077 |
| 12,083,132 |
| 16,174,130 |
Financial investments include the following:
|
| Parent company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Investment fund |
|
|
|
|
|
|
|
|
Repurchase agreements |
| 154,576 |
| 683,036 |
| 1,022,487 |
| 1,680,328 |
Bank deposits certificates |
| — |
| — |
| 154,619 |
| — |
|
| 154,576 |
| 683,036 |
| 1,177,106 |
| 1,680,328 |
Bank investments |
|
|
|
|
|
|
|
|
Repurchase agreements |
| — |
| — |
| 25,575 |
| 974,494 |
Bank deposits certificates |
| 468,778 |
| 509,376 |
| 9,140,330 |
| 8,744,999 |
Other (i) |
| 177 |
| 158 |
| 132,310 |
| 2,081,470 |
|
| 468,955 |
| 509,534 |
| 9,298,215 |
| 11,800,963 |
|
| 623,531 |
| 1,192,570 |
| 10,475,321 |
| 13,481,291 |
The Company's onshore financial investments are remunerated at rates around 102.1% of the Brazilian interbank offer rate (Certificado de Depósito Interbancário, or “CDI”), on March 31, 2022 (100% of the CDI on December 31, 2021). The sensitivity analysis of interest rate risks is in note 5.12.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.2 Marketable securities and restricted cash
| Parent company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Marketable securities |
|
|
|
|
|
|
|
Government security (i) | 532,777 |
| 893,087 |
| 4,340,400 |
| 4,371,645 |
Bank deposits certificates | — |
| — |
| 1,075 |
| 1,051 |
ESG Funds (ii) | — |
| — |
| 44,436 |
| 15,311 |
| 532,777 |
| 893,087 |
| 4,385,911 |
| 4,388,007 |
|
|
|
|
|
|
|
|
Current | 532,777 |
| 893,087 |
| 4,341,475 |
| 4,372,696 |
Non-current | — |
| — |
| 44,436 |
| 15,311 |
Total | 532,777 |
| 893,087 |
| 4,385,911 |
| 4,388,007 |
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
|
|
|
|
Securities pledged as collateral | 31,937 |
| 31,181 |
| 60,725 |
| 58,990 |
| 31,937 |
| 31,181 |
| 60,725 |
| 58,990 |
(i) | Sovereign debt securities declared interest linked to the Special System for Settlement and Custody, or “SELIC”, with a yield of approximately 100% of the CDI. |
(ii) | The subsidiary Cosan Global Limited invests in the Fifth Wall Climate Tech Fund, from the United States, as an investor and partner in a business that also gives it preferential access to investments in startups with development in carbon solutions. |
5.3 Trade receivables
|
| Consolidated | ||
|
| March 31, 2022 |
| December 31, 2021 |
Domestic - Brazilian reais |
| 2,243,374 |
| 1,810,867 |
Unbilled receivables (i) |
| 1,052,727 |
| 975,588 |
Export – foreign currency |
| 60,474 |
| 74,450 |
|
| 3,356,575 |
| 2,860,905 |
|
|
|
|
|
Expected credit losses |
| (139,842) |
| (115,052) |
|
| 3,216,733 |
| 2,745,853 |
|
|
|
|
|
Current |
| 3,056,157 |
| 2,580,776 |
Non-current |
| 160,576 |
| 165,077 |
|
| 3,216,733 |
| 2,745,853 |
(i) | Unbilled revenue refers to the part of the gas supply in the month, whose measurement and billing have not yet been carried out, although already recorded in the balance sheet for accrual purposes. |
2Notes 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:
|
| Consolidated | ||
|
| March 31, 2022 |
| December 31, 2021 |
Tellus and Janus shares (i) |
| 189,126 |
| 319,727 |
Other financial assets |
| 390 |
| 466 |
|
| 189,516 |
| 320,193 |
|
|
|
|
|
Current |
| 388 |
| 466 |
Non-current |
| 189,128 |
| 319,727 |
|
| 189,516 |
| 320,193 |
(i) | The Company's management carried out a corporate restructuring of its investments in order to optimize the operational and risk management of its assets. The transaction resulted in the spin-off of the preferred shares of Tellus Brasil Participações S.A. and Janus Participações Agrícolas S.A. for the same corporate structure as other companies in the agricultural property management segment. The corporate reorganization took place in such a way that there was no change in the economic interest of shareholders in these investments. |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.5 Related parties
a) Accounts receivable and payable with related parties
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Current asset |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
| 17,965 |
| 6,434 |
| 42,586 |
| 38,710 |
Rumo S.A |
| 3,091 |
| 3,930 |
| — |
| — |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 14,286 |
| 14,286 |
Cosan Lubrificantes e Especialidades S.A. |
| 13,999 |
| 12,007 |
| — |
| — |
Aguassanta Participações S.A. |
| 1,715 |
| 2,956 |
| 1,715 |
| 2,956 |
Compass Gás e Energia S.A. |
| 1,424 |
| 2,164 |
| — |
| — |
Payly Soluções de Pagamentos S.A |
| 1,857 |
| 1,078 |
| — |
| — |
Raízen S.A. |
| 45 |
| 3,947 |
| 15,219 |
| 15,489 |
Other |
| 1,163 |
| 2,492 |
| 41 |
| 361 |
|
| 41,259 |
| 35,008 |
| 73,847 |
| 71,802 |
Financial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
| — |
| 8,933 |
| — |
| 8,933 |
Raízen S.A. |
| — |
| 45 |
| — |
| 45 |
Trizy - Sinlog Tecnologia em Logistica Ltda |
| 1,501 |
| — |
| — |
| — |
Rio Minas Mineração S.A. (i) |
| — |
| — |
| 32,500 |
| 17,500 |
Cosan Lubrificantes e Especialidades S.A. |
| 92,983 |
| 91,938 |
| — |
| — |
|
| 94,484 |
| 100,916 |
| 32,500 |
| 26,478 |
Total current assets |
| 135,743 |
| 135,924 |
| 106,347 |
| 98,280 |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. |
| — |
| — |
| 47,732 |
| 47,732 |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 60,726 |
| 64,286 |
|
| — |
| — |
| 108,458 |
| 112,018 |
|
|
|
|
|
|
|
|
|
Corporate and financial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
| 205,958 |
| 205,957 |
| 205,958 |
| 205,958 |
Cosan Lubrificantes e Especialidades S.A. |
| 190,709 |
| 187,483 |
| — |
| — |
Other |
| — |
| — |
| 501 |
| 235 |
|
| 396,667 |
| 393,440 |
| 206,459 |
| 206,193 |
Total non-current assets |
| 396,667 |
| 393,440 |
| 314,917 |
| 318,211 |
Total assets |
| 532,410 |
| 529,364 |
| 421,264 |
| 416,491 |
(i) Contribution for future capital increase.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
| 74,531 |
| 21,173 |
| 97,831 |
| 50,289 |
Raízen S.A. |
| 11,862 |
| — |
| 327,080 |
| 171,084 |
Rumo S.A |
| — |
| 295 |
| — |
| — |
Payly Soluções de Pagamentos S.A. |
| 509 |
| 509 |
| — |
| — |
Other |
| 196 |
| 1,475 |
| 2,950 |
| 6,365 |
|
| 87,098 |
| 23,452 |
| 427,861 |
| 227,738 |
|
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. |
| — |
| 11,959 |
| 1,298 |
| 11,959 |
Cosan Lubrificantes e Especialidades S.A. |
| — |
| 13,146 |
| — |
| — |
Cosan Overseas Limited |
| 30,614 |
| 36,059 |
| — |
| — |
Cosan Luxembourg S.A. |
| 859,481 |
| 131,797 |
| — |
| — |
Aldwych Temple Venture Capital Limited |
| 32,618 |
| 39,975 |
| — |
| — |
Raízen Energia S.A. |
| — |
| 46,219 |
| 1,833 |
| 47,912 |
|
| 922,713 |
| 279,155 |
| 3,131 |
| 59,871 |
Total current liabilities |
| 1,009,811 |
| 302,607 |
| 430,992 |
| 287,609 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
| 688,432 |
| 709,275 |
| — |
| — |
Cosan Luxembourg S.A. |
| 2,456,549 |
| 3,870,077 |
| — |
| — |
Aldwych Temple Venture Capital Limited |
| 8,822 |
| 8,688 |
| — |
| — |
Cosan Overseas Limited |
| 2,385,482 |
| 2,809,782 |
| — |
| — |
Total non-current liabilities |
| 5,539,285 |
| 7,397,822 |
| — |
| — |
Total liabilities |
| 6,549,096 |
| 7,700,429 |
| 430,992 |
| 287,609 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
b) Related party transactions
| Parent Company |
| Consolidated | |||||
| March 31, 2022 |
|
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Revenue |
|
|
|
|
|
|
|
|
Rumo S.A | — |
|
| — |
| — |
| 10,636 |
Raízen Energia S.A. | — |
|
| — |
| 128,625 |
| 14,030 |
Raízen S.A | — |
|
| — |
| 57,181 |
| 8,945 |
Shell Energy do Brasil Ltda. | — |
|
| — |
| — |
| 7,934 |
| — |
|
| — |
| 185,806 |
| 41,545 |
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
|
Raízen Energia S.A. | — |
|
| — |
| (6,557) |
| (13,332) |
Raízen S.A. (i) | — |
|
| — |
| (533,491) |
| (823) |
| — |
|
| — |
| (540,048) |
| (14,155) |
Shared (expenses) income |
|
|
|
|
|
|
|
|
Rumo S.A | 1,064 |
|
| 842 |
| — |
| 842 |
Cosan Lubrificantes e Especialidades S.A. | 930 |
|
| 740 |
| — |
| — |
Payly Soluções de Pagamentos S.A. | 73 |
|
| 36 |
| — |
| — |
Compass Gas e Energia S.A. | 1,491 |
|
| 784 |
| — |
| — |
Companhia de Gás de São Paulo - COMGÁS | (1,425) |
|
| 328 |
| — |
| — |
Trizy - Sinlog Tec. em Logistica S.A. | 34 |
|
| 36 |
| — |
| 36 |
Raízen Energia S.A. | 1,059 |
|
| (1,258) |
| (18,153) |
| (12,245) |
| 3,226 |
|
| 1,508 |
| (18,153) |
| (11,367) |
|
|
|
|
|
|
|
|
|
Financial result |
|
|
|
|
|
|
|
|
Cosan Limited | — |
|
| 82 |
| — |
| 168 |
Cosan Luxembourg S.A. | 547,155 |
|
| (378,158) |
| — |
| — |
Cosan Overseas Limited | 374,751 |
|
| (311,234) |
| — |
| — |
Raízen S.A. | (106) |
|
| 1,308 |
| (106) |
| 1,308 |
Aldwych Temple Venture Capital Limited | 7,224 |
|
| (1,491) |
| — |
| — |
Other | — |
|
| — |
| (39) |
| — |
| 929,024 |
|
| (689,493) |
| (145) |
| 1,476 |
Total | 932,250 |
|
| (687,985) |
| (372,540) |
| 17,499 |
(i) The amount is related to the sale of fuel to the logistics segment.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
c) Officers’ and directors’ compensation
The Company has a compensation policy approved by the Board of Directors. Compensation for the Company's key management personnel includes salaries, contributions to a post-employment defined benefit plan and share-based compensation. We present below the balance of the parent company as of March 31, 2022, as follows:
| March 31, 2022 |
| March 31, 2021 |
Short-term benefits to officers and directors | 7,927 |
| 9,983 |
Share-based payment transactions | 13,245 |
| 445 |
Post-employment benefits | 114 |
| 87 |
| 21,286 |
| 10,515 |
5.6 Loans, borrowings and debentures
The terms and conditions of outstanding loans are as follows:
|
|
|
| Parent Company |
|
|
|
| ||||
Description |
| Index |
| Annual interest rate |
| March 31, 2022 |
| December 31, 2021 |
| Maturity |
| Objective |
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes Due 2029 |
| Fixed 5.50% |
| 5.50% |
| 3,536,351 |
| 4,226,142 |
| Sep-29 |
| Acquisition |
Debentures |
| CDI + 2,65 |
| 14.61% |
| 1,740,550 |
| 1,858,837 |
| Aug-25 |
| Investment |
|
| CDI + 1.65% |
| 13.49% |
| 755,867 |
| 774,215 |
| Aug-28 |
| Working capital |
|
| CDI + 2.00% |
| 13.88% |
| 907,325 |
| 930,301 |
| Aug-31 |
| Working capital |
|
| IPCA + 5.75% |
| 13.24% |
| 376,559 |
| 374,761 |
| Aug-31 |
| Working capital |
Total |
|
|
|
|
| 7,316,652 |
| 8,164,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
| 41,929 |
| 269,793 |
|
|
|
|
Non-current |
|
|
|
|
| 7,274,723 |
| 7,894,463 |
|
|
|
|
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| Interest |
| Consolidated |
|
|
|
| ||||
Description |
| Index |
| Annual interest rate |
| March 31, 2022 |
| December 31, 2021 |
| Maturity |
| Objective |
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| URTJLP |
| 8.31% |
| 2,511,239 |
| 2,598,623 |
| Jul-31 |
| Investment |
|
| Fixed |
| 5.72% |
| 416,055 |
| 461,756 |
| Jan-25 |
| Investment |
|
| IPCA |
| 11.08% |
| 670,330 |
| 646,624 |
| Jan-48 |
| Investment |
|
| Fixed |
| 3.50% |
| 640 |
| 727 |
| Jan-24 |
| Investment |
|
| IPCA + 3.25% |
| 10.57% |
| 1,487,880 |
| 945,663 |
| Apr-29 |
| Investment |
|
| IPCA + 4.10% |
| 11.48% |
| 149,740 |
| 154,843 |
| Apr-29 |
| Investment |
Export credit agreement |
| CDI + 1.03% |
| 12.77% |
| 89,049 |
| 86,707 |
| Feb-23 |
| Investment |
|
| CDI + 2.25% |
| 12.93% |
| 62,524 |
| 60,700 |
| May-26 |
| Investment |
|
| CDI + 2.07% |
| 11.35% |
| 50,454 |
| — |
| Mar-25 |
| Working capital |
|
| CDI + 0.80% |
| 12.54% |
| 511,735 |
| 515,928 |
| Dec-23 |
| Investment |
Resolution 4131 |
| USD |
| 1.13% |
| 126,955 |
| 148,932 |
| Nov-22 |
| Working capital |
Debentures |
| CDI + 1.79% |
| 13.65% |
| 775,423 |
| 753,770 |
| Jun-27 |
| Investment |
|
| CDI + 1.30% |
| 13.10% |
| 769,010 |
| 746,725 |
| Oct-27 |
| Investment |
|
| IPCA + 4.77% |
| 12.19% |
| 678,968 |
| 694,898 |
| Jun-31 |
| Investment |
Export credit agreement |
| Euribor + 0.58% |
| 0.58% |
| 70,145 |
| 95,460 |
| Sep-26 |
| Investment |
|
|
|
|
|
| 8,370,147 |
| 7,911,356 |
|
|
|
|
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
| GBP - Fixed |
| 1.40% |
| 31,305 |
| 37,674 |
| Nov-22 |
| Working capital |
|
| GBP+Libor-06 + 1.50% Base 360 |
| 1.92% |
| 219,247 |
| 263,501 |
| Dec-22 |
| Acquisition |
|
| EUR - Fixed |
| 4.42% |
| 447 |
| 857 |
| Sep-22 |
| Investment |
|
| GBP - Pré-fixado |
| 1.90% |
| 125,334 |
| 150,649 |
| Dec-23 |
| Investment |
|
| 5,50% base 360 |
| 5.50% |
| 45,028 |
| — |
| May-23 |
| Investment |
|
| USD + 3.67% |
| 3.67% |
| 368,621 |
| 438,823 |
| May-23 |
| Investment |
|
| USD + 2,13% |
| 2.13% |
| 935,512 |
| — |
| Feb-25 |
| Investment |
|
| USD + 1.36% |
| 1.36% |
| 345,748 |
| 414,378 |
| Feb-24 |
| Investment |
Perpetual Notes |
| USD |
| 8.25% |
| 2,398,758 |
| 2,825,420 |
| Nov-40 |
| Acquisition |
Senior Notes Due 2023 |
| USD |
| 5.00% |
| 575,081 |
| 685,550 |
| Mar-23 |
| Acquisition |
Senior Notes Due 2025 |
| USD |
| 0.00% |
| — |
| 2,981,335 |
| Jan-22 |
| Acquisition |
Senior Notes Due 2027 |
| USD |
| 7.00% |
| 3,411,241 |
| 4,305,928 |
| Jan-27 |
| Acquisition |
Senior Notes Due 2028 |
| USD |
| 5.25% |
| 2,131,612 |
| 2,700,621 |
| Jan-28 |
| Acquisition |
Senior Notes Due 2029 |
| Fixed 5.50% |
| 5.50% |
| 3,536,350 |
| 4,226,142 |
| Sep-29 |
| Acquisition |
Senior Notes Due 2032 |
| USD |
| 4.20% |
| 2,176,079 |
| 2,800,716 |
| Jan-32 |
| Acquisition |
|
| 100% Libor-03 - 1% base 360 |
| 1.59% |
| 95,032 |
| 111,955 |
| Oct-23 |
| Working capital |
|
| 1,27% Base 360 |
| 1.27% |
| 137,406 |
| 166,355 |
| Jul-23 |
| Working capital |
Debentures |
| IPCA + 4.68% |
| 12.10% |
| 525,824 |
| 543,752 |
| Feb-26 |
| Investment |
|
| IPCA + 4.50% |
| 11.91% |
| 1,514,806 |
| 1,483,873 |
| Feb-29 |
| Investment |
|
| IPCA + 3.60% |
| 8.55% |
| 371,520 |
| 361,862 |
| Dec-30 |
| Working capital |
|
| CDI + 2.65 |
| 14.61% |
| 1,740,550 |
| 1,858,837 |
| Aug-25 |
| Investment |
|
| IPCA + 6.80% |
| 14.37% |
| 919,908 |
| 891,972 |
| Apr-30 |
| Investment |
|
| IPCA + 3.90% |
| 11.26% |
| 1,050,958 |
| 1,018,844 |
| Oct-29 |
| Investment |
|
| IPCA + 5.73% |
| 13.22% |
| 527,204 |
| 505,584 |
| Oct-33 |
| Investment |
|
| IPCA + 4.00% |
| 11.37% |
| 978,114 |
| 952,671 |
| Dec-35 |
| Investment |
|
| IPCA + 4.54% |
| 11.95% |
| 120,078 |
| 126,668 |
| Jun-36 |
| Investment |
|
| IPCA + 7.48% |
| 15.10% |
| 173,095 |
| 165,478 |
| Dec-22 |
| Investment |
|
| IPCA + 7.36% |
| 14.97% |
| 113,406 |
| 108,451 |
| Dec-25 |
| Investment |
|
| IPCA + 5.87% |
| 13.37% |
| 908,142 |
| 873,474 |
| Dec-23 |
| Investment |
|
| IPCA + 4.33% |
| 11.72% |
| 520,393 |
| 501,278 |
| Oct-24 |
| Investment |
|
| IGPM + 6.10% |
| 17.92% |
| 375,516 |
| 352,235 |
| May-28 |
| Investment |
|
| CDI +0.50% |
| 12.21% |
| 1,042,327 |
| 2,033,161 |
| Oct-22 |
| Investment |
|
| CDI + 1.95% |
| 13.83% |
| 739,229 |
| 717,651 |
| Aug-24 |
| Investment |
|
| CDI + 1.45% |
| 13.27% |
| 408,781 |
| — |
| Dec-26 |
| Investment |
|
| IPCA + 5.12% |
| 12.57% |
| 498,074 |
| 484,974 |
| Aug-31 |
| Investment |
|
| IPCA + 5.22% |
| 12.68% |
| 484,800 |
| 477,578 |
| Aug-36 |
| Investment |
|
| CDI + 1.65% |
| 13.49% |
| 755,867 |
| 774,215 |
| Aug-28 |
| Working capital |
|
| CDI + 2.00% |
| 13.88% |
| 907,325 |
| 930,301 |
| Aug-31 |
| Working capital |
|
| IPCA + 5.75% |
| 13.65% |
| 376,559 |
| 374,761 |
| Aug-31 |
| Working capital |
Working capital |
| 100% CDI - 2.75% |
| 13.44% |
| 100,145 |
| 100,157 |
| Jun-22 |
| Working capital |
|
|
|
|
|
| 31,685,422 |
| 37,747,681 |
|
|
|
|
Total |
|
|
|
|
| 40,055,569 |
| 45,659,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
| 3,821,515 |
| 4,241,368 |
|
|
|
|
Non-current |
|
|
|
|
| 36,234,054 |
| 41,417,669 |
|
|
|
|
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
To calculate the average rates, on an annual basis, the average annual CDI rate of 5.22% p.a. was considered. (4.45% p.a. on December 31, 2021) and TJLP of 6.48% p.a. (4.80% p.a. on December 31, 2021).
Non-current borrowings are scheduled to fall due as follows:
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
13 to 24 months |
| 569,676 |
| 569,676 |
| 3,704,243 |
| 4,339,743 |
25 to 36 months |
| 569,676 |
| 569,676 |
| 3,632,688 |
| 2,968,458 |
37 to 48 months |
| 568,403 |
| 571,582 |
| 1,300,043 |
| 4,029,690 |
49 to 60 months |
| — |
| — |
| 4,846,264 |
| 984,015 |
61 to 72 months |
| 370,393 |
| 365,786 |
| 4,893,516 |
| 6,902,914 |
73 to 84 months |
| 370,641 |
| 370,455 |
| 2,054,599 |
| 4,701,952 |
85 to 96 months |
| 3,976,452 |
| 4,604,494 |
| 5,881,486 |
| 6,595,854 |
Over 97 months |
| 849,482 |
| 842,794 |
| 9,921,215 |
| 10,895,043 |
|
| 7,274,723 |
| 7,894,463 |
| 36,234,054 |
| 41,417,669 |
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Brazilian reais |
| 3,780,302 |
| 3,938,114 |
| 23,325,667 |
| 23,304,742 |
U.S. dollar |
| 3,536,350 |
| 4,226,142 |
| 16,283,423 |
| 21,806,154 |
British pound |
| — |
| — |
| 375,887 |
| 451,824 |
Euro |
| — |
| — |
| 70,592 |
| 96,317 |
|
| 7,316,652 |
| 8,164,256 |
| 40,055,569 |
| 45,659,037 |
All debts denominated in U.S. dollar have currency risk protection through derivative financial instruments (Note 5.11), except for perpetual notes.
Below are the movements in loans, borrowings and debentures occurred for the period ended March 31, 2022:
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| Parent Company |
| Consolidated |
December 31, 2021 |
| 8,164,256 |
| 45,659,037 |
Raised |
| — |
| 2,075,048 |
Repayment of principal |
| — |
| (3,965,112) |
Payment of interest |
| (402,752) |
| (990,888) |
Interest, exchange rate and fair value |
| (444,852) |
| (2,722,516) |
March 31, 2022 |
| 7,316,652 |
| 40,055,569 |
a) Guarantees
The Company has financing agreements with the European Investment Bank (“EIB”), intended for investments, guaranteed by a bank guarantee, in accordance with each agreement. Some financing contracts with the National Bank for Economic and Social Development (“BNDES”), intended for investments, are also guaranteed, according to each contract, by a bank guarantee with an average cost of 0.82% p.a. or by real guarantees (assets) and escrow account. As of March 31, 2022, the balance of bank guarantees contracted was R$3,224,901 (R$3,328,076 as of December 31, 2021).
b) Available credit line
As of March 31, 2022, the Company has unused credit lines with banks rated AA, in the amount of R$250,000 (R$250,000 on December 31, 2021) and R$867,242 (R$898,023 as of December 31, 2021), to Rumo S.A. and R$1,929,510 for Comgás, there is no comparative balance as of December 31, 2021. The use of these lines of credit is subject to certain contractual conditions.
c) Financial covenants
Under the terms of the major borrowing facilities, the Company and its subsidiaries are required to comply with the following financial covenants:
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Debt | Company | Triggers | Ratios |
Debenture of 4th issue | Comgás S.A. | Short-term indebtedness/ Total indebtedness (iii) cannot exceed 0.6 | 0.19 |
Debenture 4th to 9th issues | Comgás S.A. | Net debt (i) / EBITDA (ii) cannot exceed 4.00 | 1.58 |
BNDES | Comgás S.A. | ||
Resolution 4131 | Comgás S.A. | ||
Debenture 1st issue - Cosan Logística | Cosan S.A. | 2.27 | |
Senior Notes Due 2027 | Cosan S.A. | Net debt proforma (iv) / EBITDA proforma (ii) | (iv) not higher than or equal to 3.5 | 2.02 |
Senior Notes Due 2029 | Cosan S.A. | ||
Senior Notes Due 2025 | Rumo S.A. | Net debt (i) / EBITDA (ii) not higher than or equal to 3.3 | 2.72 |
BNDES | Rumo S.A. | EBITDA (ii) / Consolidated financial result (v) higher or equal 2.0x | 11.00 |
(i) | Net debt consists of current and non-current debt, net of cash and cash equivalents and marketable securities. | ||
(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. | ||
(iv) | Net debt and EBITDA pro forma, including joint venture 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) | Senior Notes 2032 was an issue in Sustainability-Linked Bonds (SLBs), with the following sustainable targets: reduction of 17.6% by 2026 and 21.6% by 2030 of greenhouse gas emissions per ton of useful kilometer (TKU), starting with the base date of December 2020. Rumo is subject to a step-up of 25 basis points if it does not reach these targets, which would increase the interest rate to 4.45% p.a. | ||
For the other loans, borrowings and debentures of the Company there are no debt financial covenants. |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
On March 31, 2022, the Company and its subsidiaries were in compliance with all debt financial and non-financial covenants.
The terms of loans included cross-default provisions.
d) Fair value and exposure to financial risk
The fair value of the loans is based on the discounted cash flow using its implicit discount rate. They are classified as a level 2 fair value in the hierarchy (Note 5.11) due to the use of unobservable data, including own credit risk.
The details of the Company’s exposure to risks arising from loans are shown in Note 5.12.
5.7 Trade payables
The carrying amounts of trade payables and other payables are the same as their fair values, due to their short-term nature.
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Materials and service suppliers |
| 1,577 |
| 4,506 |
| 1,800,058 |
| 1,891,023 |
Natural gas/ transport and logistics suppliers |
| — |
| — |
| 1,337,076 |
| 1,362,481 |
|
| 1,577 |
| 4,506 |
| 3,137,134 |
| 3,253,504 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.8 Leases
The movement in leases for the period ended March 31, 2022 was as follows:
| Parent company |
| Consolidated |
At January 1, 2022 | 40,047 |
| 3,267,678 |
Business combination | — |
| 3,940 |
Additions | — |
| 49,870 |
Interest | (349) |
| 82,910 |
Repayments of principal | (1,220) |
| (86,474) |
Payments of interest | (1,012) |
| (51,676) |
Monetary adjustment | — |
| 27,514 |
At March 31, 2022 | 37,466 |
| 3,293,762 |
|
|
|
|
Current | 8,446 |
| 427,989 |
Non-current | 29,020 |
| 2,865,773 |
| 37,466 |
| 3,293,762 |
In addition to the amortization and appropriation of interest and exchange variation highlighted in the previous tables, the following impacts on income were recorded for the other lease contracts that were not included in the measurement of lease liabilities:
| Consolidated | ||
| March 31, 2022 |
| March 31, 2021 |
Variable lease payments not included in the measurement of lease liabilities | 11,754 |
| 6,940 |
Expenses relating to short-term leases | 3,970 |
| 9,546 |
Expenses relating to leases of low-value assets, excluding short-term leases | 347 |
| 234 |
| 16,071 |
| 16,720 |
Additional Information
In compliance with CVM Instruction Circular Official Letter 2/2019, if, in transactions where the incremental rate is used, the measurement was made at the present value of expected installments plus projected future inflation, the balances of lease liabilities, right of use, financial expense and depreciation expense for the period ended March 31, 2022, would be those presented in the “Official note” column:
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| March 31, 2022 |
| March 31, 2021 | ||||||||
Accounts |
| Registered |
| Official note |
| % Variation |
| Registered |
| Official note |
| % Variation |
Lease liabilities |
| (2,117,706) |
| (2,287,715) |
| 8% |
| (2,121,577) |
| (2,287,777) |
| 8% |
Residual right of use |
| 6,675,171 |
| 6,687,702 |
| 0% |
| 6,743,631 |
| 6,755,661 |
| 0% |
Financial expense |
| (234,031) |
| (245,584) |
| 5% |
| (253,446) |
| (265,511) |
| 5% |
Depreciation expense |
| (258,781) |
| (262,434) |
| 1% |
| (280,462) |
| (285,462) |
| 2% |
Rates ranging from 10.9% to 14.8% were used, according to the term of each contract.
The balances recorded by the subsidiary Rumo include the Malha Central contract and the amendment for the renewal of the Malha Paulista contract, which have an implicit rate identified, so that their valuation does not generate the distortions in the liabilities and right of use object of the Circular Letter of the CVM. As of March 31, 2022, the lease liability for these contracts was R$1,731,449 (R$1,185,207 as of December 31, 2021). The potential PIS/COFINS credit included in liabilities as of March 31, 2022 is R$7,510 (R$6,154 as of December 31, 2021).
5.9 Sector financial asset and liability
The changes in net sector financial asset (liability) for the period ended March 31, 2022, were as follows:
|
|
| Sectorial assets |
| Sectorial liabilities |
| Total |
January 1, 2022 |
|
| 558,310 |
| (1,372,283) |
| (813,973) |
Cost of gas (i) |
|
| (51,790) |
| — |
| (51,790) |
Credits of taxes (ii) |
|
| — |
| 3,486 |
| 3,486 |
Monetary variations (iii) |
|
| 18,915 |
| (22,895) |
| (3,980) |
Deferral of IPG-M (iv) |
|
| 23,658 |
| — |
| 23,658 |
Business combination (Note 8.2) |
|
| — |
| (117,881) |
| (117,881) |
March 31, 2022 |
|
| 549,093 |
| (1,509,573) |
| (960,480) |
|
|
|
|
|
|
|
|
Current |
|
| 454,138 |
| (82,380) |
| 371,758 |
Non-current |
|
| 94,955 |
| (1,427,193) |
| (1,332,238) |
|
|
| 549,093 |
| (1,509,573) |
| (960,480) |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(i) | Refers to the cost of gas purchased compared to that contained in the tariffs, 100% classified in current assets, since ARSESP's resolution provides for tariff recovery on a quarterly basis for the industrial segment, which is a substantial part of the volume of gas distributed by the subsidiary Comgás. | ||
(ii) | Refers to the net amount of tax credits on tax benefits in the period, pursuant to resolution No. 1,274 of March 3, 2022. | ||
(iii) | Monetary update on the gas current account and extemporaneous credit, based on the SELIC rate. | ||
(iv) | Appropriation of the IGP-M deferral for the residential and commercial segments. |
5.10 Derivative financial instruments
Parent Company | Notional |
| Fair value | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Exchange rate derivatives |
|
|
|
|
|
|
|
Forward agreements | 2,009,175 |
| 2,994,267 |
| (159,870) |
| (220) |
|
|
|
|
|
|
|
|
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
Swap agreements (shares) | 1,643,632 |
| 1,074,113 |
| 444,523 |
| 270,462 |
Swap agreements (interest rate) | 324,300 |
| 324,300 |
| (25,647) |
| (75,618) |
Swap agreements (exchange and interest rate) | 5,830,002 |
| 5,495,733 |
| 988,911 |
| 2,226,752 |
| 7,797,934 |
| 6,894,146 |
| 1,407,787 |
| 2,421,596 |
|
|
|
|
|
|
|
|
Total financial instruments |
| 1,247,917 |
| 2,421,376 | |||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 126,079 |
| 54,963 |
Non-current assets |
|
|
|
| 1,665,244 |
| 2,507,893 |
Current liabilities |
|
|
|
| (159,870) |
| (31,202) |
Non-current liabilities |
|
|
|
| (383,536) |
| (110,278) |
Total |
|
|
|
| 1,247,917 |
| 2,421,376 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Consolidated | Notional |
| Fair value | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Exchange rate derivatives |
|
|
|
|
|
|
|
Forward agreements (i) | 2,634,680 |
| 3,313,428 |
| (210,439) |
| 21,305 |
|
|
|
|
|
|
|
|
Electricity derivatives |
|
|
|
|
|
|
|
Forward agreements (ii) | 1,234,857 |
| 1,407,476 |
| (181,317) |
| (248,123) |
Forward agreements option | 355,335 |
| — |
| 22,590 |
| — |
| 1,590,192 |
| 1,407,476 |
| (158,727) |
| (248,123) |
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
Swap agreements (shares) (iii) | 1,643,632 |
| 1,074,113 |
| 444,523 |
| 270,462 |
Swap agreements (interest rate and inflation) (iv) | 7,239,545 |
| 6,590,408 |
| 92,726 |
| 77,913 |
Swap agreements (interest rate) | 3,019,917 |
| 3,019,917 |
| 137,742 |
| 154,654 |
Swap agreements (exchange and interest rate) (iv) | 15,324,949 |
| 13,223,981 |
| 564,497 |
| 3,380,554 |
| 27,228,043 |
| 23,908,419 |
| 1,239,488 |
| 3,883,583 |
|
|
|
|
|
|
|
|
Total financial instruments |
| 870,322 |
| 3,656,765 | |||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 260,371 |
| 194,878 |
Non-current assets |
|
|
|
| 2,644,087 |
| 4,538,048 |
Current liabilities |
|
|
|
| (1,318,706) |
| (925,650) |
Non-current liabilities |
|
|
|
| (715,430) |
| (150,511) |
Total |
|
|
|
| 870,322 |
| 3,656,765 |
(i) | The Company and its subsidiaries TRSP and Moove have forward foreign exchange contracts to hedge exposures and expenses in foreign currency. | ||
(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. | ||
(iii) | The Company entered into derivative negotiations, or Total Return Swap, with commercial banks. Under the Total Return Swap, which will have 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 annual interest referenced to CDI + Spread. The contracted value of CSAN3 shares with total return swap was 61,983,012 shares and the total initial value is R$1,074,112. Part of these operations are guaranteed by RAIL3 shares of its subsidiary Rumo S.A. On March 31, the mark-to-market income, recorded in the Company's financial income line, was R$174,060. |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(iv) | The subsidiary Rumo contracted interest and exchange swap operations, in order to be assets in USD + fixed interest and liabilities as a percentage of CDI. In the interest and inflation swap operations, the Company is active in IPCA + fixed interest and passive in a percentage of the CDI. |
Derivatives are only used for economic hedging purposes and not as speculative investments.
a) Fair value hedge
The Company adopts fair value hedge accounting for some of its operations, both hedge instruments and hedge-protected items are measured and recognized at fair value through profit or loss.
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. The sources of hedge ineffectiveness that are expected to affect the hedging relationship during its term evaluated by the Company are mainly: (i) reduction or modification of the hedged item; and (ii) a change in the credit risk of the Company or the counterparty of the contracted swaps. The amounts related to the items designated as hedge instruments were as following:
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
| Book value |
| Accumulated fair value adjustment | ||||
| Notional |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Exchange rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
Senior notes 2025 (Rumo Luxembourg) | (1,740,550) |
| — |
| — |
| — |
| 259,866 |
Senior notes 2028 (Rumo Luxembourg) | (2,791,600) |
| (2,131,612) |
| (2,700,621) |
| (120,467) |
| 43,154 |
Senior notes 2032 (Rumo Luxembourg) | (2,758,400) |
| (2,176,079) |
| (2,938,939) |
| (305,791) |
| (679,564) |
Total debt | (7,290,550) |
| (4,307,691) |
| (5,639,560) |
| (426,258) |
| (376,544) |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Swaps Notes 2025 (Rumo Luxembourg) | — |
| — |
| — |
| — |
| (120,326) |
Senior Swaps Notes 2028 (Rumo Luxembourg) | 2,791,600 |
| 308,657 |
| 266,526 |
| 575,182 |
| 277,542 |
Senior Notes 2032 (Rumo Luxembourg) | 2,259,375 |
| (41,873) |
| 675,572 |
| 633,699 |
| 675,572 |
Derivative total | 5,050,975 |
| 266,784 |
| 942,098 |
| 1,208,881 |
| 832,788 |
|
|
|
|
|
|
|
|
|
|
Total | (2,239,575) |
| (4,040,907) |
| (4,697,462) |
| 782,623 |
| 456,244 |
|
|
|
|
|
|
|
|
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
| Notional |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Interest rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
Senior Notes 2023 (Cosan Luxembourg) | (266,800) |
| (574,989) |
| — |
| — |
| (188,083) |
Debenture 5th issue - single series (Comgás) | (684,501) |
| (908,142) |
| (873,474) |
| (34,668) |
| 17,184 |
Debenture 9rd issue - 1rd series (Comgás) | (500,000) |
| (498,074) |
| (484,974) |
| (13,100) |
| (484,974) |
Debenture 9rd issue - 2rd series (Comgás) | (500,000) |
| (484,800) |
| (477,578) |
| (7,222) |
| (477,578) |
BNDES Project VIII | (1,000,000) |
| (923,862) |
| (921,949) |
| (1,913) |
| (921,949) |
Debenture/CDB (Rumo) | (6,179,546) |
| (6,156,126) |
| (5,359,574) |
| (88,669) |
| 149,491 |
Total debt | (9,130,847) |
| (9,545,993) |
| (8,117,549) |
| (145,572) |
| (1,905,909) |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps Notes 2023 (Cosan Luxembourg) | 266,800 |
| 123,106 |
| — |
| — |
| 10,057 |
Debenture 5th issue - single series (Comgás) | 684,501 |
| (207,734) |
| (189,928) |
| (17,806) |
| (401,669) |
Debenture 9rd issue - 1rd series (Comgás) | 500,000 |
| 7,799 |
| 5,776 |
| 2,023 |
| 5,776 |
Debenture 9rd issue - 2rd series (Comgás) | 500,000 |
| 21,002 |
| 12,939 |
| 8,063 |
| 12,939 |
BNDES Project VIII | 1,000,000 |
| 56,925 |
| 51,220 |
| 5,705 |
| 51,220 |
Swaps Debenture/CDB (Rumo) | 6,179,546 |
| (80,959) |
| (75,806) |
| 5,152 |
| (196,959) |
Derivative total | 9,130,847 |
| (79,861) |
| (195,799) |
| 3,137 |
| (518,636) |
|
|
|
|
|
|
|
|
|
|
Total | — |
| (9,625,854) |
| (8,313,348) |
| (142,435) |
| (2,424,545) |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
b) Fair value option
Certain derivative instruments have not been linked to documented hedge structures.
The Company chose to designate the protected liabilities (hedge objects) to record at fair value through the income. Considering that derivative instruments are always accounted for at fair value through income, the accounting effects are the same as those obtained through a hedging documentation:
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Exchange rate |
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 | USD+7.0% |
| (3,079,570) |
| 3,411,241 |
| (4,305,928) |
| 1,020,297 |
| 313,052 |
Export Credit Agreement | EUR + 0.58% |
| (63,423) |
| (70,145) |
| (95,460) |
| (1,626) |
| 15,827 |
Resolution 4,131 (Rumo) | USD + 2.20% |
| (100,000) |
| (126,955) |
| (148,932) |
| 512 |
| 9,185 |
Resolution 4,131 (Comgás - 2018) | US$ + 3.67% |
| (268,125) |
| (368,621) |
| (438,823) |
| (8,863) |
| (18,230) |
Resolution 4,131 (Comgás - 2021) | US$ + 1.36% |
| (407,250) |
| (345,748) |
| (414,378) |
| 10,071 |
| 5,526 |
Resolution 4,131 (Comgás - 2022) | US$ + 2.51% |
| (1,097,400) |
| (935,512) |
| — |
| 15,136 |
| — |
Total |
|
| (5,015,768) |
| 1,564,260 |
| (5,403,521) |
| 1,035,527 |
| 325,360 |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Swap Notes 2027 | BRL + 126.85% do CDI |
| 3,079,570 |
| 1,220,721 |
| 2,047,237 |
| (833,753) |
| 45,181 |
Inflation and interest rate swaps | BRL + 107% do CDI |
| 63,423 |
| 12,589 |
| 30,535 |
| 17,946 |
| (10,658) |
Inflation and interest rate swaps | BRL + 118% do CDI |
| 100,000 |
| 25,313 |
| 47,527 |
| 22,214 |
| (15,874) |
EIB 3rd Tranche | BRL + 88.5% do CDI |
| — |
| — |
| — |
| — |
| 844 |
EIB 4th Tranche | BRL + 81.1% do CDI |
| — |
| — |
| — |
| — |
| 2,583 |
Resolution 4,131 (Comgás - 2018) | BRL + 107.9% do CDI |
| 268,125 |
| 91,927 |
| 168,358 |
| (76,431) |
| 20,794 |
Resolution 4,131 (Comgás - 2020) | BRL + CDI + 2.75% |
| — |
| — |
| — |
| — |
| 15,711 |
Resolution 4,131 (Comgás - 2021) | BRL + CDI + 1.25% |
| 407,250 |
| (66,080) |
| (514) |
| (80,819) |
| (6,628) |
Resolution 4,131 (Comgás - 2022) | BRL + CDI + 1.20% |
| 1,097,400 |
| (180,667) |
| — |
| (180,667) |
| — |
Derivative total |
|
| 5,015,768 |
| 1,103,803 |
| 2,293,143 |
| (1,131,510) |
| 51,953 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| — |
| 2,668,063 |
| (3,110,378) |
| (95,983) |
| 377,313 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Debenture (Rumo) | IPCA + 4,68% |
| (460,000) |
| (525,824) |
| (543,752) |
| (1,409) |
| (59,494) |
Debenture (Rumo) | IPCA + 4,50% |
| (600,000) |
| (675,759) |
| (676,798) |
| (7,086) |
| (9,264) |
Total |
|
| (1,060,000) |
| (1,201,583) |
| (1,220,550) |
| (8,495) |
| (68,758) |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
FX and interest swap | 107% CDI |
| 460,000 |
| 79,909 |
| 71,375 |
| (8,534) |
| 11,772 |
FX and interest swap | 105% CDI |
| 600,000 |
| 93,776 |
| 82,344 |
| (11,432) |
| (1,789) |
Derivative total |
|
| 1,060,000 |
| 173,685 |
| 153,719 |
| (19,966) |
| 9,983 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| — |
| (1,027,898) |
| (1,066,831) |
| (28,461) |
| (58,775) |
c) Cash flow hedge
The subsidiary Rumo contracted certain derivative instruments to protect certain contracted costs for the year 2022, for some of which it chose not to link the instruments to the documented hedging structures, since both the instruments and the hedged costs will impact the result during the year:
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
NDF (Non deliverable forwards) | USD |
| 142,772 |
| (12,691) |
| — |
| (12,691) |
| — |
Total |
|
| 142,772 |
| (12,691) |
| — |
| (12,691) |
| — |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.11 Recognized fair value measurements
The market values 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, 2022 |
| December 31, 2021 |
Senior Notes 2023 |
| Cosan Luxembourg S.A. |
| 100.10% |
| 100.26% |
Senior Notes 2025 | Rumo Luxembourg S.à r.l. | — | 103.04% | |||
Senior Notes 2027 |
| Cosan Luxembourg S.A. |
| 103.33% |
| 103.79% |
Senior Notes 2028 |
| Rumo Luxembourg S.à r.l. |
| 86.63% |
| 103.42% |
Senior Notes 2029 |
| Cosan S.A. |
| 98.29% |
| 104.39% |
Senior Notes 2032 |
| Rumo Luxembourg S.à r.l. |
| 99.79% |
| 94.34% |
Perpetual Notes |
| Cosan Overseas Limited |
| 100.61% |
| 102.17% |
All the resulting fair value estimates are included in level 2 except for a contingent consideration payable where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
The carrying amounts and fair value of assets and liabilities are as follows:
|
|
| Carrying amount | Assets and liabilities measured at fair value | ||||||||||||||
|
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 | |||||||||
| Note |
|
|
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Level 1 |
| Level 2 |
| Level 3 | |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment funds | 5.1 |
| 1,177,106 |
| 1,680,328 |
| — |
| 1,177,106 |
| — |
| — |
| 1,680,328 |
| — | |
Marketable securities | 5.2 |
| 4,385,911 |
| 4,388,007 |
| — |
| 4,385,911 |
| — |
| — |
| 4,388,007 |
| — | |
Other financial assets | 5.4 |
| 189,516 |
| 320,193 |
| 189,516 |
| — |
| — |
| 320,193 |
| — |
| — | |
Investment properties (i) | 10.5 |
| 3,889,956 |
| 3,886,696 |
| — |
| — |
| 3,889,956 |
| — |
| — |
| 3,886,696 | |
Derivate financial instruments | 5.10 |
| 2,904,458 |
| 4,732,926 |
| — |
| 2,904,458 |
| — |
| — |
| 4,732,926 |
| — | |
Total |
|
| 12,546,947 |
| 15,008,150 |
| 189,516 |
| 8,467,475 |
| 3,889,956 |
| 320,193 |
| 10,801,261 |
| 3,886,696 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loans, borrowings and debentures | 5.6 |
| (40,055,569) |
| (45,659,037) |
| (23,877,506) |
| (17,206,315) |
| — |
| (30,157,655) |
| (20,214,600) |
| — | |
Derivative financial instruments | 5.10 |
| (2,034,136) |
| (1,076,161) |
| — |
| (2,034,136) |
| — |
| — |
| (1,076,161) |
| — | |
Total |
|
| (42,089,705) |
| (46,735,198) |
| (23,877,506) |
| (19,240,451) |
| — |
| (30,157,655) |
| (21,290,761) |
| — |
(i) | The fair value of agricultural properties was determined based on the direct comparative method of market data applied to transactions with similar properties (type, location and quality of the property), and to some extent based on sales quotations for potential transactions with comparable assets (level 3). The methodology used to determine fair value takes into account direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, use of land (type of crop) and rainfall, among other data, in line with the standards issued by the Brazilian Association of Technical Standards (ABNT). Significant unobservable inputs range from 6.5% p.a. and 9% p.a. on March 31, 2022. |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
5.12 Financial risk management
This note explains the Company’s exposure to financial risks and how these risks could affect the group’s future financial performance. Current period profit and loss information has been included where relevant to add further context.
Risk | Exposure arising from | Measurement | Management |
Market risk – foreign exchange | (i) Future commercial transactions. (ii) Recognized financial assets and liabilities not denominated in Brazilian reais. | (i) Cash flow forecasting (ii) Sensitivity analysis | Foreign currency forwards. |
Market risk – interest rate | Cash and cash equivalents, marketable securities, loans, borrowings and debentures, leases and derivative. | (i) Sensitivity analysis | Interest rate Swap. |
Market risk – prices | Future commercial transactions. | (i) Cash flow forecasting (ii) Sensitivity analysis | Future electric energy price (purchase and sale). |
Credit risk | Cash and cash equivalents, marketable securities trade receivables, derivatives, receivables from related parties, dividends e investment properties. | (i) Ageing analysis (ii) Credit ratings | Diversification of bank deposits, credit limits and letters of credit. |
Liquidity risk | Loans, borrowings and debentures, trade payables, other financial liabilities, REFIS, leases, derivative, payables to related parties and dividends. | (i) Rolling cash flow forecasts | Availability of committed credit lines and borrowing facilities. |
The Company's Management identifies, evaluates and hedges financial risks in close cooperation with the operating units. The Board of Directors provides written principles for managing global risk as well as policies covering specific areas such as currency risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and excess investment of liquidity.
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
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.
The Company may opt for the formal designation of new debt operations for which it has swap-type derivative financial instruments for exchange variation and interest, as measured at fair value. The option for fair value is intended to eliminate or inconsistencies in the result arising from differences between the measurement credits of certain liabilities and their hedging instruments. Thus, both the swaps and the respective debts are now measured at fair value. Such option is irrevocable and must only be made in the initial accounting record 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.
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
On March 31, 2022 and December 31, 2021, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in U.S. Dollar (U.S.$.) and Euro:
| March 31, 2022 |
| December 31, 2021 |
Cash and cash equivalents | 664,088 |
| 3,811,598 |
Trade receivables | 88,417 |
| 93,326 |
Trade payables | (103,715) |
| (4,721) |
Loans, borrowings and debentures | (15,499,434) |
| (19,640,300) |
Leases | (92,925) |
| (108,365) |
Contingent consideration | (234,960) |
| (234,960) |
Derivative financial instruments (notional) | 20,255,165 |
| 21,105,358 |
Foreign exchange exposure, net | 5,076,636 |
| 5,021,936 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The sensitivity of profit or loss to changes in the exchange rates arises mainly from U.S. dollar and Euro denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.
A reasonably possible strengthening (weakening) of the Brazilian reais to U.S. dollar and Euro as of March 31, 2022, would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. dollar and Euro exchange rate used in the probable scenario. The Company’s exposure to foreign currency changes for all other currencies is not material:
|
|
|
|
|
| Variation scenario | ||||||
Instrument |
| Risk factor |
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Cash and cash equivalents |
| Currency fluctuation |
| 422,104 |
| 1,425,201 |
| 2,428,297 |
| (580,992) |
| (1,584,089) |
Trade receivables |
| Currency fluctuation |
| 73,427 |
| 98,770 |
| 124,112 |
| 48,085 |
| 22,742 |
Trade payables |
| Currency fluctuation |
| 5,249 |
| 29,495 |
| 53,743 |
| (18,997) |
| (43,244) |
Derivative financial instruments |
| Currency fluctuation |
| 3,121,040 |
| 3,760,936 |
| 6,274,436 |
| (1,266,063) |
| (3,779,563) |
Loans, borrowings and debentures |
| Currency fluctuation |
| (1,816,510) |
| (6,426,894) |
| (10,843,719) |
| (2,663,942) |
| 6,823,581 |
Leases |
| Currency fluctuation |
| (18,872) |
| (46,821) |
| (74,770) |
| 9,077 |
| 37,026 |
Consideration payable |
| Currency fluctuation |
| 191,411 |
| 239,264 |
| 287,117 |
| 143,558 |
| 95,705 |
Impacts on profit or loss |
|
|
| 1,977,849 |
| (920,049) |
| (1,750,784) |
| (4,329,274) |
| 1,572,158 |
The probable scenario considers the estimated exchange rates, made by a specialized third part, at the due date of the transactions for the companies with functional currency Brazilian reais (positive and negative, before tax effects), as follows:
|
| Exchange rate sensitivity analysis | ||||||||||
|
| March 31, 2022 |
| Scenario | ||||||||
|
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% | |
U.S.$ |
| 4.7378 |
| 5.2936 |
| 6.6170 |
| 7.9404 |
| 3.9702 |
| 2.6468 |
Euro |
| 5.2561 |
| 6.0347 |
| 7.5434 |
| 9.0521 |
| 4.5260 |
| 3.0174 |
GBP |
| 6.2307 |
| 7.0035 |
| 8.7543 |
| 10.5052 |
| 5.2526 |
| 3.5017 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with their borrowings and uses derivative instruments in order to minimize variable interest rate fluctuation risks.
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments with pre-tax increases and decreases of 25% and 50% is presented below:
|
|
|
| Variation scenario | ||||||
Exposure interest rate |
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Cash and cash equivalents |
| 1,331,184 |
| 2,097,370 |
| 2,474,151 |
| 1,349,750 |
| 974,950 |
Marketable securities |
| 525,050 |
| 797,431 |
| 928,693 |
| 534,906 |
| 403,644 |
Lease and concession in installments |
| (121,902) |
| (152,377) |
| (182,853) |
| (91,426) |
| (60,951) |
Leases |
| (377,044) |
| (377,049) |
| (377,054) |
| (377,039) |
| (377,034) |
Derivative financial instruments |
| 1,310,277 |
| (1,100,770) |
| (1,771,596) |
| 412,624 |
| 1,270,262 |
Loans, borrowings and debentures |
| (2,021,569) |
| (2,376,347) |
| (2,741,997) |
| (1,645,045) |
| (1,279,395) |
Other financial liabilities |
| (69,044) |
| (84,465) |
| (99,887) |
| (53,622) |
| (38,201) |
Impacts on profit or loss |
| 576,952 |
| (1,196,207) |
| (1,770,543) |
| 130,148 |
| 893,275 |
The probable scenario considers the estimated interest rate, made by a specialized third party and Central Bank of Brazil (Banco Central do Brasil), or “BACEN,” as follows:
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
SELIC |
| 12.53% |
| 15.66% |
| 18.79% |
| 9.39% |
| 6.26% |
CDI |
| 12.53% |
| 15.66% |
| 18.79% |
| 9.39% |
| 6.26% |
TJLP462 (TJLP + 1% p.a.) |
| 7.70% |
| 9.38% |
| 11.05% |
| 6.03% |
| 4.35% |
TJLP |
| 6.70% |
| 8.38% |
| 10.05% |
| 5.03% |
| 3.35% |
IPCA |
| 5.58% |
| 6.98% |
| 8.37% |
| 4.19% |
| 2.79% |
IGPM |
| 6.26% |
| 7.82% |
| 9.38% |
| 4.69% |
| 3.13% |
Libor |
| 3.07% |
| 3.84% |
| 4.61% |
| 2.30% |
| 1.54% |
Fed Funds |
| 2.90% |
| 3.63% |
| 4.35% |
| 2.18% |
| 1.45% |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Electricity trading operations are carried out in an active market and recognized at fair value through profit or loss, based on the difference between the contracted price and the market price of open contracts at the reporting date.
This fair value is estimated, to a large extent, in the price quotations used in the active over-the-counter market, to the extent that such observable market data exist, and, to a lesser extent, by the use of valuation techniques that consider prices established in the operations of purchase and sale and market prices projected by specialized entities, in the period of availability of this information, which may not be confirmed in the future.
Statement of financial position balances referring to outstanding energy trading operations are as follows:
|
|
|
|
|
| March 31, 2022 |
|
|
|
|
| December 31, 2021 |
|
| Assets |
| Liabilities |
| Net loss |
| Assets |
| Liabilities |
| Net loss |
Trading operations |
| 101,298 |
| (282,615) |
| (181,317) |
| 69,576 |
| (317,699) |
| (248,123) |
The main risk factor that impacts the pricing of energy trading operations is the exposure to market energy prices. The scenarios for sensitivity analysis considering this factor are prepared using market data and specialized sources, considering future prices, applied to the market curves as of March 31, 2022, as follows:
|
|
|
| Variation scenario | ||||||
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Unrealized loss on trading operations |
| (181,317) |
| (177,207) |
| (173,098) |
| (185,401) |
| (189,456) |
|
| (181,317) |
| (177,207) |
| (173,098) |
| (185,401) |
| (189,456) |
The projection of settlement of positions, at nominal value, follows the schedule below:
|
| 2023 |
| 2024 |
| 2025 |
| Above 2026 |
Positions to be settled |
| (14,657) |
| 1,117 |
| 1,612 |
| 11,771 |
2Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
b) Credit risk
The Company’s regular operations expose it to potential defaults when customers, suppliers and counterparties are unable to comply with their financial or other commitments. The Company seeks to mitigate this risk by entering into transactions with a diverse pool of counterparties. However, the Company remains subject to unexpected financial failures from third parties that may affect its operations. The exposure to credit risk was as follows:
| March 31, 2022 |
| December 31, 2021 |
Cash and cash equivalents | 12,083,132 |
| 16,174,130 |
Trade receivables | 3,216,733 |
| 2,745,853 |
Marketable securities | 4,385,911 |
| 4,388,007 |
Restricted cash | 60,725 |
| 58,990 |
Derivative financial instruments | 2,904,458 |
| 4,732,926 |
Receivables from related parties | 421,264 |
| 416,491 |
Dividends receivable and interest on equity receivables | 108,583 |
| 519,965 |
Other financial assets | 189,516 |
| 320,193 |
| 23,370,322 |
| 29,356,555 |
The Company is also exposed to risks in connection with its cash management activities and temporary investments.
Net assets are invested primarily in government security and other investments in Banks with a minimum grade of “A.” Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.
The credit risk of lease receivables is classified into two categories of customers: (i) Level 1 and (ii) Level 2. Most investment properties of subsidiaries are leased to customers classified as Level 1, with no history of late payment or default and with a sound financial situation. To mitigate the credit risk related to lease receivables, the Company's policy limits its exposure to Level 2 customers to a minimum.
For accounts receivable related to the sale of investment properties, the risk is mitigated by granting ownership of land to the customer only when a down payment for the transaction is received. In addition, title to ownership is transferred only upon receipt of outstanding payments in full.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed on an annual basis and may be updated throughout the period. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure to make payments. The credit risk on cash and cash equivalents, marketable securities, restricted cash and derivative financial instruments are determined by rating instruments widely accepted by the market and are arranged as follows:
| March 31, 2022 |
| December 31, 2021 |
AAA | 17,041,518 |
| 23,080,390 |
AA | 2,171,466 |
| 2,239,266 |
A | 83,916 |
| — |
BBB | 36,028 |
| 34,397 |
Not rated | 101,298 |
| — |
| 19,434,226 |
| 25,354,053 |
c) Liquidity risk
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| March 31, 2022 | December 31, 2021 | ||||||||||
| Up to 1 year |
| 1 - 2 years |
| 3 - 5 years |
| More than 5 years |
| Total |
| Total | |
Loans, borrowings and debentures | (3,670,101) |
| (3,473,857) |
| (12,717,198) |
| (19,259,867) |
| (39,121,023) |
| (57,375,287) | |
Trade payables | (3,137,134) |
| — |
| — |
| — |
| (3,137,134) |
| (3,253,504) | |
Other financial liabilities | (675,538) |
| — |
| — |
| — |
| (675,538) |
| (726,423) | |
Tax installments - REFIS | (53,002) |
| (3,137) |
| (608) |
| (145,763) |
| (202,510) |
| (200,664) | |
Leases | (425,695) |
| (433,923) |
| (1,168,301) |
| (13,816,144) |
| (15,844,063) |
| (15,631,812) | |
Lease and concession instalments | (187,972) |
| (201,876) |
| (198,532) |
| (596,696) |
| (1,185,076) |
| (1,185,076) | |
Payables to related parties | (430,992) |
| — |
| — |
| — |
| (430,992) |
| (287,609) | |
Dividends payable | (921,502) |
| — |
| — |
| — |
| (921,502) |
| (799,634) | |
Derivative financial instruments | (2,299,557) |
| (1,136,554) |
| 800,384 |
| 2,616,595 |
| (19,132) |
| 6,313,208 | |
| (11,801,493) |
| (5,249,347) |
| (13,284,255) |
| (31,201,875) |
| (61,536,970) |
| (73,146,801) |
d) Capital management risk
The Company's policy is to maintain a solid capital base to promote the trust of its parent companies, creditors and the market, and to ensure the future development of the business. Management monitors the return on capital, which is defined by the Company as the result of its operating activities divided by the total shareholders' equity, so that it is adequate for each of its businesses.
6 Other tax receivables
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
COFINS - Revenue tax (i) |
| 23,050 |
| 28,696 |
| 1,539,672 |
| 1,333,868 |
ICMS - State VAT |
| — |
| 10 |
| 899,386 |
| 873,203 |
ICMS CIAP - State VAT |
| — |
| — |
| 101,971 |
| 106,250 |
PIS - Revenue tax (i) |
| 6,540 |
| 1,968 |
| 322,052 |
| 299,610 |
Credit installment |
| 43,412 |
| 42,932 |
| 43,412 |
| 42,932 |
Other |
| 2,943 |
| 2,942 |
| 82,151 |
| 145,304 |
|
| 75,945 |
| 76,548 |
| 2,988,644 |
| 2,801,167 |
|
|
|
|
|
|
|
|
|
Current |
| 32,533 |
| 33,616 |
| 1,829,546 |
| 921,472 |
Non-current |
| 43,412 |
| 42,932 |
| 1,159,098 |
| 1,879,695 |
(i) | On February 12, 2022, the subsidiary Comgás submitted to the Federal Revenue Service (“SRF”) the request for qualification of PIS and COFINS credits calculated since July 2008, which was granted on March 30, 2022. Thus, the expectation is that the amount recorded in the short term will be used in the next 12 months for the monthly payments of PIS and COFINS, as well as the quarterly payments of IRPJ and CSLL. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
7 Inventories
|
| Consolidated | ||
|
| March 31, 2022 |
| December 31, 2021 |
Finished goods |
| 704,849 |
| 814,320 |
Spare parts and accessories |
| 190,547 |
| 180,286 |
Raw material |
| 110,140 |
| 126,889 |
Warehouse and other |
| 43,124 |
| 27,809 |
|
| 1,048,660 |
| 1,149,304 |
The balances are presented net of the provision for obsolete inventories in the amount of R$ 24,295 on March 31, 2022 (R$ 26,841 on December 31, 2021).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
8 Investments in associates
8.1 Investments in subsidiaries and associates
Cosan’s subsidiaries and associates are listed below:
| March 31, 2022 |
| December 31, 2021 |
Directly owned subsidiaries |
|
|
|
Compass Gás e Energia | 88.00% |
| 88.00% |
Cosan Lubes Investments Limited (CLI) | 70.00% |
| 70.00% |
Cosan Cayman II Limited | 100.00% |
| 100.00% |
Cosan Global Limited | 100.00% |
| 100.00% |
Cosan Luxembourg S.A. (i) | 100.00% |
| 100.00% |
Cosan Overseas Limited | 100.00% |
| 100.00% |
Pasadena Empreendimentos e Participações S.A. | 100.00% |
| 100.00% |
Atlântico Participações Ltda | 100.00% |
| 100.00% |
Payly Soluções de Pagamentos S.A. | 75.00% |
| 75.00% |
Cosan Limited Partners Brasil Consultoria Ltda | 97.50% |
| 97.50% |
Sinlog Tecnologia em Logística S.A. | 73.10% |
| 72.25% |
Rumo S.A. | 30.35% |
| 30.35% |
Violeta Fundo de Investimento Multimercado | 100.00% |
| 100.00% |
|
|
|
|
Interest of Compass Gás e Energia in its subsidiaries |
|
|
|
Companhia de Gás de São Paulo - Comgás | 99.15% |
| 99.15% |
Companhia de Gás do Estado do Rio Grande do Sul S.A. - Sulgás | 51.00% |
| — |
Compass Comercialização S.A. | 100.00% |
| 100.00% |
Compass Um Participações S.A. | 100.00% |
| 100.00% |
Compass Energia Ltda | 100.00% |
| 100.00% |
Terminal de Regaseificação de São Paulo - TRSP | 100.00% |
| 100.00% |
Rota 4 Participações S.A. | 100.00% |
| 100.00% |
Edge II - Empresa de Geração de Energia | 100.00% |
| 100.00% |
|
|
|
|
Interest of Cosan Lubes Investments Limited in its subsidiaries |
|
|
|
Moove Lubricants Limited | 100.00% |
| 100.00% |
Cosan Cinco S.A. | 100.00% |
| 100.00% |
Airport Energy Limited | 100.00% |
| 100.00% |
Airport Energy Services Limited | 100.00% |
| 100.00% |
Wessex Petroleum Limited | 100.00% |
| 100.00% |
Stanbridge Group Limited | 100.00% |
| 100.00% |
Cosan Lubricants España S.L.U. | 100.00% |
| 100.00% |
Techniques ET Technologies Appliquees SAS - TTA | 100.00% |
| 100.00% |
Cosan Lubrificantes S.R.L. | 98.00% |
| 98.00% |
Lubrigrupo II - Comércio e Distribuição de Lubrificantes S.A. | 100.00% |
| 100.00% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Comma Oil & Chemicals Marketing SRL | 100.00% |
| 100.00% |
Comma Otomotiv Yag Ve Kimyasallari | 100.00% |
| 100.00% |
Pazarlama Limited Sirketi | 100.00% |
| 100.00% |
Comma Oil & Chemicals Marketing B | 100.00% |
| 100.00% |
Commercial Lubricants Moove Corp | 100.00% |
| 100.00% |
Cosan Lubrificantes e Especialidades S.A. | 100.00% |
| 100.00% |
Cosan US, Inc | 100.00% |
| 100.00% |
Ilha Terminal Distribuição de Produtos Derivados de Petróleo Ltda. | 100.00% |
| 100.00% |
Zip Lube S.A. | 100.00% |
| 100.00% |
Cosan Paraguay S.A. | 100.00% |
| 100.00% |
|
|
|
|
Interest of Rumo S.A. in its subsidiaries |
|
|
|
Elevações Portuárias S.A. | 100.00% |
| 100.00% |
Rumo Intermodal S.A. | 100.00% |
| 100.00% |
Rumo Malha Central S.A. | 100.00% |
| 100.00% |
Boswells S.A. | 100.00% |
| 100.00% |
Rumo Malha Sul S.A. | 100.00% |
| 100.00% |
Rumo Luxembourg Sarl | 100.00% |
| 100.00% |
Rumo Malha Paulista S.A. | 100.00% |
| 100.00% |
ALL Armazéns Gerais Ltda. | 100.00% |
| 100.00% |
Rumo Malha Oeste S.A. | 100.00% |
| 100.00% |
ALL Argentina S.A. | 100.00% |
| 100.00% |
Portofer Transporte Ferroviário Ltda | 100.00% |
| 100.00% |
Servicios de Inversión Logística Integrales S.A. | 100.00% |
| 100.00% |
Paranaguá S.A. | 99.90% |
| 99.90% |
Rumo Malha Norte S.A. | 99.74% |
| 99.74% |
Brado Participações S.A. | 77.65% |
| 77.65% |
ALL Central S.A. | 73.55% |
| 73.55% |
ALL Mesopotâmica S.A. | 70.56% |
| 70.56% |
Logispot Armazéns Gerais S.A. | 51.00% |
| 51.00% |
Terminal São Simão S.A. | 51.00% |
| 51.00% |
|
|
|
|
Interest of Violeta Fundo de Investimento Multimercado in its subsidiaries |
|
|
|
Verde Pinho Fundo de Investimento em Participações | 100.00% |
| 100.00% |
Radar Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Radar II Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Nova Agrícola Ponte Alta S.A. | 50.00% |
| 50.00% |
Nova Amaralina S.A Propriedades Agrícolas | 50.00% |
| 50.00% |
Nova Santa Bárbara Agrícola S.A. | 50.00% |
| 50.00% |
Terras da Ponta Alta S.A. | 50.00% |
| 50.00% |
Castanheira Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Manacá Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Paineira Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
|
|
|
|
Interest of Atlântico Participações in its subsidiaries |
|
|
|
TUP Porto São Luis S.A. | 100.00% |
| 49.00% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(i) | Management has concluded that there are no material uncertainties that cast doubt on the continuity of the subsidiary. Despite presenting on March 31, 2022, the amount with an unsecured liability of R$196,621, as shown below, no events or conditions were identified that, individually or collectively, could raise significant doubts as to the ability to maintain their continuity operational. The subsidiaries have the financial support of the Company |
Set out below are investments in subsidiaries and associates as of March 31, 2022, which are material to the Company:
a) Parent company
|
| Shares issued by the associate |
| Shares held by Cosan |
| Cosan ownership interest |
| Economic benefit (%) |
Compass Gás e Energia |
| 714,190,095 |
| 628,487,691 |
| 88.00% |
| 88.00% |
Cosan Global Limited |
| 1 |
| 1 |
| 100.00% |
| 100.00% |
Cosan Luxemburgo S.A. |
| 500,000 |
| 500,000 |
| 100.00% |
| 100.00% |
Tellus Brasil Participações S.A. |
| 120,920,515 |
| 61,359,623 |
| 50.74% |
| 5.00% |
Janus Brasil Participações S.A. |
| 229,689,888 |
| 116,620,166 |
| 50.77% |
| 5.00% |
Cosan Lubes Investment |
| 34,963,764 |
| 24,474,635 |
| 70.00% |
| 70.00% |
Payly Soluções de Pagamentos S.A. |
| 78,527,201 |
| 58,895,877 |
| 75.00% |
| 75.00% |
Pasadena Empreendimentos e Participações S.A. |
| 32,752,251 |
| 32,751,751 |
| 99.99% |
| 99.99% |
Sinlog Tecnologia em Logística S.A. |
| 85,370 |
| 62,403 |
| 73.10% |
| 73.10% |
Rumo S.A. |
| 1,854,158,791 |
| 562,529,490 |
| 30.34% |
| 30.35% |
Violeta Fundo de Investimento Multimercado |
| 2,115,452,842 |
| 2,115,452,842 |
| 100.00% |
| 100.00% |
Cosan Limited Partners Brasil Consultoria Ltda |
| 160,000 |
| 156,000 |
| 97.50% |
| 97.50% |
TUP Porto São Luis S.A. |
| 42,635,878 |
| 42,635,878 |
| 100.00% |
| 100.00% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
|
| At January 1, 2022 |
| Interest in earnings of subsidiaries |
| Sales or purchase of interests |
| Other comprehensive income (loss) |
| Dividends |
| Capital increase |
| At March 31, 2022 |
Rumo S.A. |
| 4,490,787 |
| (20,203) |
| 3,561 |
| (6,907) |
| — |
| — |
| 4,467,238 |
Cosan Global |
| 137,527 |
| (20,763) |
| — |
| — |
| — |
| — |
| 116,764 |
Compass Gás e Energia |
| 5,583,215 |
| 427,654 |
| (332) |
| 589 |
| (84,082) |
| — |
| 5,927,044 |
Atlântico Participações Ltda |
| 433,615 |
| (1,166) |
| — |
| — |
| — |
| 411,224 |
| 843,673 |
Cosan Limited Partners Brasil Consultoria Ltda |
| 555 |
| (156) |
| — |
| — |
| — |
| — |
| 399 |
Sinlog Tecnologia em Logística S.A. |
| 17,052 |
| (3,862) |
| 2,986 |
| — |
| — |
| 6,082 |
| 22,258 |
Cosan Lubes Investment |
| 1,600,170 |
| 101,891 |
| — |
| (163,540) |
| — |
| — |
| 1,538,521 |
Payly Soluções de Pagamentos S.A. |
| 9,607 |
| (701) |
| — |
| — |
| — |
| — |
| 8,906 |
Tellus Brasil Participações S.A. |
| 142,795 |
| 1,662 |
| — |
| — |
| (609) |
| — |
| 143,848 |
Pasadena Empreendimentos e Participações S.A. |
| 879 |
| (9) |
| — |
| — |
| — |
| 150 |
| 1,020 |
Janus Brasil Participações S.A. |
| 183,356 |
| 2,592 |
| — |
| — |
| — |
| — |
| 185,948 |
Violeta Fundo de Investimento Multimercado |
| 2,119,143 |
| 16,910 |
| — |
| 1,451 |
| — |
| — |
| 2,137,504 |
Other |
| 68,768 |
| (1,090) |
| — |
| (8,689) |
| — |
| — |
| 58,989 |
Total investments in associates |
| 14,787,469 |
| 502,759 |
| 6,215 |
| (177,096) |
| (84,691) |
| 417,456 |
| 15,452,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxemburg S.A. |
| (356,442) |
| 159,821 |
| — |
| — |
| — |
| — |
| (196,621) |
Total provision for uncovered liability of associates |
| (356,442) |
| 159,821 |
| — |
| — |
| — |
| — |
| (196,621) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| 14,431,027 |
| 662,580 |
| 6,215 |
| (177,096) |
| (84,691) |
| 417,456 |
| 15,255,491 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
b) Consolidated
|
| Shares issued by the associate |
| Shares held by Cosan |
| Cosan ownership interest |
| Economic benefit (%) (i) |
Tellus Brasil Participações S.A. |
| 120,920,515 |
| 61,359,623 |
| 50.74% |
| 5.00% |
Janus Brasil Participações S.A. |
| 229,689,888 |
| 116,620,166 |
| 50.77% |
| 5.00% |
Rhall Terminais Ltda |
| 28,580 |
| 8,574 |
| 30.00% |
| 30.00% |
Termag - Terminal Marítimo de Guarujá S.A. |
| 500,000 |
| 99,246 |
| 19.85% |
| 19.85% |
TGG - Terminal de Granéis do Guarujá S.A. |
| 79,747,000 |
| 7,914,609 |
| 9.92% |
| 9.92% |
Terminal XXXIX S.A. |
| 200,000 |
| 99,246 |
| 49.62% |
| 49.62% |
(i) | The Company has no significant influence, justifying the criteria to define the measurement of the retained portion of the investment using the equity method, although it does not consolidate due to the shareholders' agreement that inhibits its decision making. |
|
| At January 1, 2022 |
| Interest in earnings of subsidiaries |
| Other comprehensive income (loss) |
| Dividends |
| Business combination (note 8.2) |
| Other |
| At March 31, 2022 |
Tellus Brasil Participações S.A. |
| 142,798 |
| 1,662 |
| — |
| (609) |
| — |
| — |
| 143,851 |
Janus Brasil Participações S.A. |
| 183,357 |
| 2,592 |
| — |
| — |
| — |
| — |
| 185,949 |
Rhall Terminais Ltda |
| 4,907 |
| 159 |
| — |
| — |
| — |
| — |
| 5,066 |
Termag - Terminal Marítimo de Guarujá S.A. |
| 4,725 |
| 2,576 |
| — |
| — |
| — |
| 3 |
| 7,304 |
TGG - Terminal de Granéis do Guarujá S.A. |
| 17,563 |
| 1,022 |
| — |
| (595) |
| — |
| — |
| 17,990 |
Terminal XXXIX S.A. |
| 30,649 |
| 3,339 |
| — |
| — |
| — |
| — |
| 33,988 |
TUP Porto São Luis S.A. |
| 394,380 |
| 49 |
| — |
| — |
| (393,579) |
| (850) |
| — |
Other |
| 1,688 |
| — |
| (285) |
| — |
| — |
| — |
| 1,403 |
|
| 780,067 |
| 11,399 |
| (285) |
| (1,204) |
| (393,579) |
| (847) |
| 395,551 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
8.2 Acquisition of subsidiaries
Sulgás
On January 3, 2022, Compass Gás e Energia S.A., through its subsidiary Compass Um Participações S.A. (“Compass Um”) concluded the acquisition of 51% of the capital stock of Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) owned by the State Government of Rio Grande do Sul for the amount of R$955,244. As of that date, Sulgás began to be consolidated in the Company's financial information.
Sulgás is located in the city of Porto Alegre, and its main activity is the distribution of piped natural gas in the State of Rio Grande do Sul and operates this service exclusively through a concession model valid until August 2044. Its network of distribution totals approximately 1,400 km, serving more than 68,000 customers in 42 municipalities, with a distributed volume of 2 million m3/day.
In the preliminary assessment carried out by the Company, the acquisition price was allocated as a concession right for gas distribution. The table below shows the consideration paid, the fair value of the assets acquired, and liabilities assumed on the acquisition date.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
At January 03, 2022 |
|
Consideration | 955.244 |
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash received | 73,298 |
Customers | 90,828 |
Stocks | 7,274 |
Right of use | 3,786 |
Contract assets | 25,958 |
Intangible | 2,777,415 |
Other credits | 142,180 |
Suppliers | (107,833) |
Taxes to pay | (14,647) |
Deferred IR and CS | (880,540) |
Provision for contingencies | (10,551) |
Sectoral liabilities | (117,881) |
Other obligations | (116,260) |
Participation of non-controlling shareholders | (917,783) |
Liquid and acquired assets | 955,244 |
Cash received | (73,298) |
Transferred consideration, net of cash acquired | 881,946 |
The preliminary fair value of intangible assets of R$2,777,415 includes the effect of allocation of the concession right for R$2,609,599, calculated based on the concession agreement between Sulgás and the granting authority. The concession period is 50 years from the contracted date (19.04.1994 to 18.04.2044).
The consolidated income statement includes, since the acquisition date, revenues and net income for R$ 368,602 and R$ 16,130, respectively, generated by Sulgás.
TUP Porto São Luís
On August 23, 2021, the Company, through its subsidiary Atlântico Participações Ltda. (“Atlântico”), entered into a binding proposal for the acquisition of 100% of TUP Porto São Luís S.A. (“Porto São Luís” or “Porto”), for the amount of R$720,000. On November 3, 2021, the Company concluded the acquisition of the minority interest for the price of R$393,579.
On February 11, 2022 (“Acquisition Date”), the acquisition of the remaining shares of 51% of the capital stock of Porto São Luís was concluded, for the amount of R$411,224, with the transfer of control, held by São Luís Port Company S.A.R.L., a company of the China Communications Construction Company Limited (“CCCC”) group. The total amount paid for both transactions was R$804,803.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The acquisition generated preliminary goodwill for R$417,027 resulting from the acquisition of Porto, where the table below shows the consideration paid and the fair value of the assets acquired and liabilities on the acquisition date.
At February 11, 2022 |
|
1st Consideration | 393,579 |
2nd Consideration | 411,224 |
| 804,803 |
Cash Received | (81,820) |
Total consideration transferred | 722,983 |
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Tax Credits | 1,841 |
Fixed assets | 371,229 |
Intangible | 417,398 |
Other credits | 136 |
Suppliers | (202) |
Deferred IR and CS | (66,606) |
Provision for contingencies | (143) |
Other obligations | (670) |
Liquid and acquired assets | 722,983 |
Transferred consideration, net of cash acquired | 722,983 |
Porto São Luís, a company that owns a terminal for private use located in São Luis/MA, aims to boost international trade by uniting the port, highways and railways. The purpose of this transaction is to create a future joint venture in the mining sector, in which Cosan will join with its port logistics and management expertise.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
8.3 Non-controlling interests in subsidiaries
Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company elimination.
| Shares issued by the subsidiary |
| Shares held by non-controlling shareholders |
| Non-controlling interest |
Compass Gás e Energia | 714,190,095 |
| 85,702,404 |
| 12.00% |
Comgás | 132,520,587 |
| 1,139,210 |
| 0.86% |
Cosan Lubes | 34,963,764 |
| 10,489,129 |
| 30.00% |
Payly Soluções de Pagamentos S.A. | 78,527,201 |
| 19,631,324 |
| 25.00% |
Rumo S.A. | 1,854,158,791 |
| 1,291,629,301 |
| 69.65% |
Cosan Limited Partners Brasil Consultoria Ltda | 160,000 |
| 4,000 |
| 2.50% |
Sinlog Tecnologia em Logística S.A. | 85,370 |
| 22,967 |
| 26.90% |
Radar II Propriedades Agrícolas S.A. | 81,440,221 |
| 40,720,111 |
| 50.00% |
Radar Propriedades Agrícolas S.A. | 1,266,986 |
| 633,493 |
| 50.00% |
Nova Agrícola Ponte Alta S.A. | 160,693,378 |
| 80,346,689 |
| 50.00% |
Terras da Ponte Alta S.A. | 16,066,329 |
| 8,033,165 |
| 50.00% |
Nova Santa Bárbara Agrícola S.A. | 32,336,994 |
| 16,168,497 |
| 50.00% |
Nova Amaralina S.A. | 30,603,159 |
| 15,301,580 |
| 50.00% |
Paineira Propriedades Agrícolas S.A. | 132,667,061 |
| 66,333,531 |
| 50.00% |
Manacá Propriedades Agrícolas S.A. | 128,977,921 |
| 64,488,961 |
| 50.00% |
Castanheira Propriedades Agrícolas S.A. | 83,850,838 |
| 41,925,419 |
| 50.00% |
Companhia de Gás do Estado do Rio Grande do Sul S.A. - Sulgás | 21,562,644 |
| 10,565,696 |
| 49.00% |
The following table summarizes the information relating to each of the Company’s subsidiaries that has material non-controlling interests before any intra-group elimination.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
At January 1, 2022 | Interest in earnings of subsidiaries | Sales or purchase of interests | Other comprehensive income (loss) | Dividends | Business combination (note 8.2) | Other | At March 31, 2022 | ||||||||
Comgás | 28,466 |
| 3,858 |
| — |
| — |
| (6,395) |
| — |
| 383 |
| 26,312 |
Sulgás | — |
| (7,372) |
| — |
| — |
| — |
| 917,783 |
| — |
| 910,411 |
Compass Gás e Energia | 761,432 |
| 58,323 |
| — |
| — |
| (11,518) |
| — |
| 86 |
| 808,323 |
Rumo S.A. | 10,527,777 |
| (48,011) |
| (13,474) |
| (2,349) |
| (94) |
| — |
| 4,114 |
| 10,467,963 |
Sinlog Tecnologia em Logística S.A. | 6,549 |
| (1,421) |
| 3,064 |
| — |
| — |
| — |
| — |
| 8,192 |
Cosan Limited Partners Brasil | 14 |
| (4) |
| — |
| — |
| — |
| — |
| — |
| 10 |
Cosan Lubes | 683,143 |
| 43,632 |
| — |
| (67,501) |
| — |
| — |
| — |
| 659,274 |
Payly | 2,602 |
| (234) |
| — |
| — |
| — |
| — |
| — |
| 2,368 |
Violeta Fundo de Investimento Multimercado | 2,119,102 |
| 16,875 |
| (107,359) |
| (1,226) |
| — |
| — |
| — |
| 2,027,392 |
| 14,129,085 |
| 65,646 |
| (117,769) |
| (71,076) |
| (18,007) |
| 917,783 |
| 4,583 |
| 14,910,245 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
9 Investment in joint venture
Changes to investment in joint venture were as follows:
| Raízen S.A. |
Shares issued by the joint venture | 10,352,509,484 |
Shares held by Cosan | 4,557,597,117 |
Cosan ownership interest | 44.05% |
|
|
At January 1, 2022 | 10,936,663 |
Interest in earnings of joint ventures | 82,792 |
Other comprehensive (losses) income | 551,940 |
Interest on capital (i) | (126,522) |
At March 31, 2022 | 11,444,873 |
(i) | Amount proposed and allocated in the period. On March 25, 2022, dividends and interest on equity previously constituted were paid, in the amount of R$ 517,233. |
The statement of financial position and statement of profit or loss of the joint venture are disclosed in Note 4 – Segment information.
As of March 31, 2022, the Company was in compliance with the covenants of the contracts that govern the respective joint venture.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
10 Property, plant and equipment, intangible assets, goodwill and contract asset
10.1 Property, plant and equipment
a) Reconciliation of carrying amount
| Consolidated |
| Parent Company | ||||||||||||
| Land, buildings and improvements |
| Machinery, equipment and facilities |
| Railcars and locomotives (i) |
| Permanent easement |
| Construction in progress |
| Other |
| Total |
| Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 2,001,165 |
| 1,974,614 |
| 7,738,889 |
| 8,755,001 |
| 3,244,653 |
| 441,742 |
| 24,156,064 |
| 81,406 |
Business combination (Note 8.2) | — |
| — |
| — |
| — |
| 371,229 |
| — |
| 371,229 |
| — |
Additions | 64 |
| 6,223 |
| 772 |
| 339 |
| 798,705 |
| 263 |
| 806,366 |
| 589 |
Disposals | — |
| — |
| (23,171) |
| — |
| — |
| (1,477) |
| (24,648) |
| — |
Transfers (ii) | 20,118 |
| 143,072 |
| 105,727 |
| 809,276 |
| (1,103,135) |
| 6,650 |
| (18,292) |
| (340) |
Effect of exchange rate fluctuations | (15,975) |
| (23,963) |
| — |
| — |
| (228) |
| (11,966) |
| (52,132) |
| — |
At March 31, 2022 | 2,005,372 |
| 2,099,946 |
| 7,822,217 |
| 9,564,616 |
| 3,311,224 |
| 435,212 |
| 25,238,587 |
| 81,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | (618,618) |
| (882,542) |
| (2,842,050) |
| (3,115,641) |
| (13,379) |
| (35,281) |
| (7,507,511) |
| (28,399) |
Additions | (21,216) |
| (70,224) |
| (147,350) |
| (161,677) |
| — |
| (8,097) |
| (408,564) |
| (2,012) |
Disposals | — |
| — |
| 21,587 |
| — |
| — |
| 1,464 |
| 23,051 |
| — |
Transfers (ii) | (2,822) |
| (21,955) |
| — |
| 23,931 |
| — |
| (599) |
| (1,445) |
| — |
Effect of exchange rate fluctuations | 7,757 |
| 13,987 |
| — |
| — |
| — |
| 7,599 |
| 29,343 |
| — |
At March 31, 2022 | (634,899) |
| (960,734) |
| (2,967,813) |
| (3,253,387) |
| (13,379) |
| (34,914) |
| (7,865,126) |
| (30,411) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 1,382,547 |
| 1,092,072 |
| 4,896,839 |
| 5,639,360 |
| 3,231,274 |
| 406,461 |
| 16,648,553 |
| 53,007 |
At March 31, 2022 | 1,370,473 |
| 1,139,212 |
| 4,854,404 |
| 6,311,229 |
| 3,297,845 |
| 400,298 |
| 17,373,461 |
| 51,244 |
(i) | On March 31, 2022, wagons and locomotives in the amount of R$745,203 (R$745,203 as of December 31, 2021) were pledged to guarantee bank loans (Note 5.6). | |
(ii) | Transfers of property, plant and equipment as a result of capitalization and other reclassifications of said assets. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
a) Capitalization of borrowing costs
At Rumo, during the period ended March 31, 2022, capitalized borrowing costs were R$25,385 (R$15,556 on March 31, 2021), using an average rate of 13.10% (8.40 % on March 31, 2021) to capitalize borrowing costs.
While at TRSP, during the period ended March 31, 2022, the subsidiary capitalized R$8,826 at a weighted average rate of 1.98% p.a. (R$7,512 and 2.78% p.a. in the period ended December 31, 2021).
10.2 Intangible assets and goodwill
| Consolidated |
| Parent Company | ||||||||||||
| Goodwill |
| Concession rights |
| Operating license |
| Trademarks |
| Customer relationships |
| Other |
| Total |
| Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 1,132,817 |
| 19,616,524 |
| 379,182 |
| 66,640 |
| 1,604,067 |
| 509,053 |
| 23,308,283 |
| 15,731 |
Additions | 5,405 |
| 12,699 |
| 763 |
| — |
| 27,220 |
| 118 |
| 46,205 |
| 14 |
Business combination (Note 8.2) | 417,027 |
| 2,777,415 |
| — |
| — |
| — |
| 371 |
| 3,194,813 |
| — |
Disposals | (13,475) |
| (6,037) |
| — |
| — |
| — |
| — |
| (19,512) |
| — |
Transfers (i) | — |
| 113,022 |
| — |
| — |
| (6) |
| 20,062 |
| 133,078 |
| 340 |
Effect of exchange rate fluctuations | (53,708) |
| — |
| — |
| (9,875) |
| (46,960) |
| (7,908) |
| (118,451) |
| — |
At March 31, 2022 | 1,488,066 |
| 22,513,623 |
| 379,945 |
| 56,765 |
| 1,584,321 |
| 521,696 |
| 26,544,416 |
| 16,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | — |
| (3,910,259) |
| (167,287) |
| (9,201) |
| (1,028,608) |
| (411,430) |
| (5,526,785) |
| (13,927) |
Additions | — |
| (207,045) |
| (2,960) |
| — |
| (33,096) |
| (8,237) |
| (251,338) |
| (197) |
Disposals | — |
| 4,045 |
| — |
| — |
| — |
| — |
| 4,045 |
| — |
Effect of exchange rate fluctuations | — |
| — |
| — |
| — |
| 18,010 |
| 7,722 |
| 25,732 |
| — |
At March 31, 2022 | — |
| (4,113,259) |
| (170,247) |
| (9,201) |
| (1,043,694) |
| (411,945) |
| (5,748,346) |
| (14,124) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 1,132,817 |
| 15,706,265 |
| 211,895 |
| 57,439 |
| 575,459 |
| 97,623 |
| 17,781,498 |
| 1,804 |
At March 31, 2022 | 1,488,066 |
| 18,400,364 |
| 209,698 |
| 47,564 |
| 540,627 |
| 109,751 |
| 20,796,070 |
| 1,961 |
(i) | The amount of transfers also includes a portion of R$6,774 of the intangible asset that was reclassified to a financial asset. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
a) Amortization methods and useful lives
Intangible assets (excluding goodwill) | Annual rate of amortization |
| March 31, 2022 |
| December 31, 2021 |
Compass (i) | During the concession and extension period |
| 11,677,626 |
| 8,953,495 |
Rumo(ii) | 1.59% |
| 6,722,738 |
| 6,752,770 |
|
|
| 18,400,364 |
| 15,706,265 |
|
|
|
|
|
|
Operating license for port terminal | 3.70% |
| 209,698 |
| 211,895 |
|
|
| 209,698 |
| 211,895 |
Trademarks |
|
|
|
|
|
Comma | Undefined |
| 47,564 |
| 57,439 |
|
|
| 47,564 |
| 57,439 |
Customers relationship |
|
|
|
|
|
Comgás | 20.00% |
| 278,129 |
| 276,811 |
Moove | 5% to 20% |
| 261,289 |
| 297,286 |
Other | 20.00% |
| 1,209 |
| 1,362 |
|
|
| 540,627 |
| 575,459 |
Other |
|
|
|
|
|
Software license | 20.00% |
| 84,563 |
| 46,770 |
Other | 20.00% |
| 25,188 |
| 50,853 |
|
|
| 109,751 |
| 97,623 |
|
|
|
|
|
|
Total |
|
| 19,308,004 |
| 16,648,681 |
(i) | Refers to the intangible asset for the public gas distribution service concession, which represents the right to charge users for the supply of gas, comprised of: (i) the concession rights. | |
(ii) | Refers to the railroad concession right agreement of Rumo. The amount will be amortized until the end of the concession in 2079. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
10.3 Contract asset
| Compass |
| Moove |
| Total |
Cost: |
|
|
|
|
|
At December 31, 2021 | 684,970 |
| 21,012 |
| 705,982 |
Additions | 205,769 |
| 8,207 |
| 213,976 |
Disposals | — |
| (5,632) |
| (5,632) |
Business combination (note 8.2) | 25,958 |
| — |
| 25,958 |
Transfers to intangible assets (i) | (132,536) |
| — |
| (132,536) |
At March 31, 2022 | 784,161 |
| 23,587 |
| 807,748 |
(i) | The amount of transfers also includes a portion of the intangible asset that was reclassified to a financial asset. |
During the period ended March 31, 2022, through its subsidiaries, R$20,833 were added to internally generated intangible assets (R$19,786 in the period ended March 31, 2021).
The Comgás subsidiary assumed commitments in its concession contract that include investments (improvements and maintenance) to be carried out during the concession period, estimated until 2049. The investment amounts for expansion projects are R$ 10,408, operational support in R$ 10,026 and administrative support in R$ 2,868, adjusted by rebalancing signed with the granting authority and updated annually by the tariff readjustment indexes.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
a) Capitalization of borrowing costs
During the period ended March 31, 2022, the indirect subsidiary Comgás capitalized R$12,508 at a weighted average rate of 11.87% p.a. (R$9,474 at a weighted average rate of 6.96% p.a. in the period ended March 31, 2021).
10.4 Right-of-use
| Consolidated |
| Parent Company | ||||||||||||
| Land, buildings and improvements (i) |
| Machinery, equipment and facilities |
| Freight cars and locomotives |
| Software |
| Vehicles |
| Port and rail infrastructure |
| Total |
| Total |
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 254,883 |
| 142,449 |
| 938,610 |
| 87,028 |
| 29,099 |
| 7,800,313 |
| 9,252,382 |
| 49,529 |
Additions | — |
| 53,886 |
| 1,006 |
| — |
| 2,340 |
| — |
| 57,232 |
| — |
Contractual adjustments | (1,567) |
| 8,522 |
| 3,480 |
| (1,079) |
| 1,539 |
| 16,618 |
| 27,513 |
| — |
Transfers | 9,819 |
| — |
| — |
| — |
| — |
| — |
| 9,819 |
| — |
Effect of exchange rate fluctuations | (6,683) |
| (3,179) |
| — |
| — |
| (440) |
| — |
| (10,302) |
| — |
At March 31, 2022 | 256,452 |
| 201,678 |
| 943,096 |
| 85,949 |
| 32,538 |
| 7,816,931 |
| 9,336,644 |
| 49,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | (67,919) |
| (29,258) |
| (399,218) |
| (16,959) |
| (15,125) |
| (776,636) |
| (1,305,115) |
| (15,358) |
Additions | (7,819) |
| (8,503) |
| (9,298) |
| (1,095) |
| (1,770) |
| (74,817) |
| (103,302) |
| (1,481) |
Transfers | (6,505) |
| — |
| — |
| — |
| — |
| — |
| (6,505) |
| — |
Effect of exchange rate fluctuations | 1,901 |
| 1,495 |
| — |
| — |
| 250 |
| — |
| 3,646 |
| — |
At March 31, 2022 | (80,342) |
| (36,266) |
| (408,516) |
| (18,054) |
| (16,645) |
| (851,453) |
| (1,411,276) |
| (16,839) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 186,964 |
| 113,191 |
| 539,392 |
| 70,069 |
| 13,974 |
| 7,023,677 |
| 7,947,267 |
| 34,171 |
At March 31, 2022 | 176,110 |
| 165,412 |
| 534,580 |
| 67,895 |
| 15,893 |
| 6,965,478 |
| 7,925,368 |
| 32,690 |
10.5 Investment properties
The balances of investment properties are shown below:
| Investment properties |
December 31, 2021 | 3,886,696 |
additions | 3,260 |
March 31, 2022 | 3,889,956 |
11 Commitments
Commitments to supply contracts
Considering the current gas supply contracts, the subsidiary Comgás has a total financial commitment in an estimated present value of R$21,463,423, whose value includes the minimum established in the contract both in commodities and in transport, with a term until December 2023.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The subsidiary Compass Gás e Energia, through Compass Comercialização, has a contract for the supply of Liquefied Natural Gas ("LNG") with Total Gas & Power Limited which after overcoming the preceding conditions, is committed to incurring the staggered acquisition LNG supply capacity of up to 120 TBTU for a period of 10 years.
The subsidiary Sulgás has a commitment to return or receive from its customers, that is considered an asset or liability in accordance with the regulatory chart of accounts and is not recognized in the interim financial statements presented herein in accordance with accounting practices adopted in Brazil and with IFRS, since their respective realization/settlement depends on deliberations by the regulatory agency.
12 Concessions payable and commitments
| March 31, 2022 |
| December 31, 2021 |
Court discussion: |
|
|
|
Rumo Malha Paulista S.A. | 55,483 |
| 55,170 |
Rumo Malha Oeste S.A. | 1,790,271 |
| 1,747,233 |
| 1,845,754 |
| 1,802,403 |
|
|
|
|
Railroad concession: |
|
|
|
Rumo Malha Paulista S.A. | 1,173,920 |
| 1,145,450 |
| 1,173,920 |
| 1,145,450 |
|
|
|
|
Payables: |
|
|
|
Rumo Malha Sul S.A. | 86,373 |
| 85,713 |
Rumo Malha Paulista S.A. | 21,264 |
| 20,682 |
| 107,637 |
| 106,395 |
|
|
|
|
Total | 3,127,311 |
| 3,054,248 |
|
|
|
|
Current | 161,584 |
| 160,771 |
Non-current | 2,965,727 |
| 2,893,477 |
| 3,127,311 |
| 3,054,248 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Lease and Court Discussion:
On July 21, 2020, the Company filed with the Brazilian Transportation Authority (Agência Nacional de Transporte Terrestre), or “ANTT,” a request to qualify for a new bidding process to third parties of the object of the Concession Contract signed between Rumo Malha Oeste and the Brazilian government, through the Ministry of Transport (“Re-bidding Process”), according to Federal Law No. 13,448 of June 5, 2017, and regulated by Decree No. 9,957 of August 7, 2019.
In the period ended March 31, 2022, the subsidiary Rumo Malha Oeste S.A. resumed payments of the quarterly installments falling due under the original Concession and Lease Agreements, in compliance with clause ten and item XII of the second addendum signed between the Company and Agência Nacional de Transportes Terrestres - ANTT on May 19, 2021.
Judicial deposits concerning the above claims totaled R$ 22,119.
Leases and grants under IFRS16 (Note 5.8)
| March 31, 2022 |
| December 31, 2021 |
Leases: |
|
|
|
Rumo Malha Sul S.A. | 607,761 |
| 623,155 |
Rumo Malha Paulista S.A. | 495,053 |
| 508,169 |
Rumo Malha Oeste S.A. | 216,227 |
| 216,101 |
Elevações Portuárias S.A. | 106,480 |
| 97,046 |
Portofer Transporte Ferroviário Ltda. | 13,111 |
| 13,921 |
| 1,438,632 |
| 1,458,392 |
|
|
|
|
Grants: |
|
|
|
Rumo Malha Paulista S.A. | 606,259 |
| 590,594 |
Malha Central S.A. | 630,137 |
| 614,410 |
| 1,236,396 |
| 1,205,004 |
|
|
|
|
Total | 2,675,028 |
| 2,663,396 |
|
|
|
|
Current | 280,538 |
| 274,774 |
Non-current | 2,394,490 |
| 2,388,622 |
| 2,675,028 |
| 2,663,396 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Investment commitments
The sub-concession agreements for which Rumo, through its subsidiaries, generally include commitments to execute investments with certain characteristics during the term of the agreement. We can highlight:
i | Capacity increase in Rumo Malha Paulista and reduction of urban conflicts, estimated by the agency at R$6,100,000. | |
ii | Investments in Rumo Malha Central in R$645,573. | |
iii | Improvements and modernization of the facilities and equipment of the port elevations estimated at R$340,000. Up to March 31, 2022, the subsidiary had made investments at a cost of R$270,629. |
13 Other taxes payable
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Tax amnesty and refinancing program |
| 195,700 |
| 194,228 |
| 202,510 |
| 200,664 |
ICMS – State VAT |
| — |
| — |
| 284,178 |
| 278,351 |
COFINS – Revenue tax |
| 46,471 |
| 48,229 |
| 86,420 |
| 88,214 |
PIS – Revenue tax |
| 7,411 |
| 8,530 |
| 14,292 |
| 15,082 |
INSS – Social security |
| 25,321 |
| 22,293 |
| 36,914 |
| 34,215 |
Withholding income tax |
| — |
| — |
| 24,650 |
| 11,024 |
Other |
| 1,333 |
| 3,099 |
| 41,492 |
| 55,559 |
|
| 276,236 |
| 276,379 |
| 690,456 |
| 683,109 |
|
|
|
|
|
|
|
|
|
Current |
| 133,538 |
| 134,956 |
| 542,008 |
| 536,220 |
Non-current |
| 142,698 |
| 141,423 |
| 148,448 |
| 146,889 |
|
| 276,236 |
| 276,379 |
| 690,456 |
| 683,109 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
14 Income tax and social contribution
a) Reconciliation of income and social contribution tax expenses
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Profit before taxes |
| 460,370 |
| 521,732 |
| 624,947 |
| 666,439 |
Income tax and social contribution nominal rate (34%) |
| (156,526) |
| (177,389) |
| (212,482) |
| (226,589) |
|
|
|
|
|
|
|
|
|
Adjustments to determine the effective rate |
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) (i) |
| 257,084 |
| 305,802 |
| 37,008 |
| 86,226 |
Differences in tax rates on earnings (losses) of overseas companies |
| — |
| (3,401) |
| 18,550 |
| (19,899) |
Granted income tax incentive |
| — |
| — |
| 27,127 |
| 23,519 |
Share-based payment transactions |
| (22) |
| (37) |
| (22) |
| (37) |
Interest on shareholders’ equity |
| (47,729) |
| — |
| (42,328) |
| (6,535) |
Non-deductible expenses (donations, gifts, etc.) |
| — |
| — |
| (1,285) |
| (792) |
Tax losses not recorded |
| — |
| — |
| (107,434) |
| (21,205) |
ICMS benefit - extemporaneous tax credits (ii) |
| — |
| — |
| 147,435 |
| 198,784 |
ICMS benefit - current period |
| — |
| — |
| 46,319 |
| 20,111 |
Selic on overdraft |
| 2,332 |
| — |
| 24,020 |
| — |
Other |
| (5,319) |
| (7,900) |
| 13,981 |
| (11,759) |
Income tax and social contribution (current and deferred) |
| 49,820 |
| 117,075 |
| (49,111) |
| 41,824 |
|
|
|
|
|
|
|
|
|
Effective rate - % |
| (10.82%) |
| (22.44%) |
| 7.86% |
| (6.28%) |
(i) | Equity, in the amount of R$3,657, referring to the amortization of the surplus value of Raízen, is treated as a temporary difference. | |
(ii) | In the current period, the subsidiary Comgás recognized an extemporaneous credit in the amount of R$ 147,083 (R$ 128,704 principal and R$ 18,379 interest), used through its offset against IR, CSLL, PIS and COFINS payable overdue in the period , related to the overpayments of IRPJ and CSLL in the years 2017, 2018,2019 and 2021, when this benefit was not computed in the calculation of the IR and CSLL due by the Company, due to the non-taxation of the benefit of the reduction in the tax base of ICMS in the State of São Paulo from 12% to 15.6% pursuant to art. 8 of Annex II of the ICMS Regulation, approved by State Decree No. 45,900 (“RICMS/SP”), as amended by State Decree No. 62.399/2016. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
b) Deferred income tax assets and liabilities
The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are presented below:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 (Restated) |
| March 31, 2022 |
| December 31, 2021 (Restated) |
Assets credit of: |
|
|
|
|
|
|
|
Income tax losses | 669,283 |
| 529,834 |
| 3,295,102 |
| 2,987,069 |
Social contribution losses | 241,477 |
| 191,274 |
| 1,198,598 |
| 1,087,742 |
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
Foreign exchange - Loans and borrowings | 947,143 |
| 1,482,132 |
| 717,503 |
| 1,667,500 |
Provision for legal proceedings | 87,371 |
| 82,440 |
| 395,774 |
| 374,369 |
Loss allowances for impairment (Rumo Malha Oeste) | — |
| — |
| 186,231 |
| 193,207 |
Post-employment benefits | — |
| — |
| 161,322 |
| 160,082 |
Allowance for expected credit losses | — |
| — |
| 31,723 |
| 28,948 |
Tax credit losses | 6,985 |
| 6,985 |
| 83,665 |
| 81,918 |
Share-based payment transactions | 22,639 |
| 17,479 |
| 60,062 |
| 50,114 |
Leases | 1,624 |
| 1,998 |
| 420,579 |
| 431,629 |
Profit sharing | 10,307 |
| 17,507 |
| 50,091 |
| 111,931 |
Interest on preferred shareholders payable in subsidiaries | (7,471) |
| — |
| (82,118) |
| — |
Miscellaneous expense allowance | 174,332 |
| 179,449 |
| 431,689 |
| 401,423 |
Other (i) | 77,645 |
| 75,049 |
| 275,905 |
| 300,307 |
Total | 2,231,335 |
| 2,584,147 |
| 7,226,126 |
| 7,876,239 |
|
|
|
|
|
|
|
|
(-) Deferred taxes assets net not recognized (ii) | — |
| — |
| (2,577,152) |
| (2,483,035) |
|
|
|
|
|
|
|
|
Liabilities credit of: |
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
Review of useful life of property, plant and equipment | — |
| — |
| (54,552) |
| (53,347) |
Fair value amortization of the property, plant and equipment | — |
| — |
| (16,107) |
| (15,976) |
Tax goodwill | 44,012 |
| 44,012 |
| (333,017) |
| (331,404) |
Unrealized gains on derivatives instruments | (349,897) |
| (748,873) |
| (131,229) |
| (1,034,373) |
Fair value option in loans | — |
| — |
| (298,148) |
| (127,318) |
Marketable securities | — |
| — |
| (37,479) |
| (62,593) |
Investment properties | — |
| — |
| (100,298) |
| (100,197) |
Income on formation of joint ventures | (664,851) |
| (668,508) |
| (664,851) |
| (668,508) |
Fair value amortization of the intangible asset | — |
| — |
| (4,402,392) |
| (3,551,836) |
Provision for realization - Goodwill recorded in equity (iii) | (449,153) |
| (449,153) |
| (449,153) |
| (449,153) |
Other | 16,059 |
| 16,061 |
| 113,865 |
| 235,073 |
Total | (1,403,830) |
| (1,806,461) |
| (6,373,361) |
| (6,159,632) |
|
|
|
|
|
|
|
|
Total of deferred taxes recorded, net | 827,505 |
| 777,686 |
| (1,724,387) |
| (766,428) |
|
|
|
|
|
|
|
|
Deferred tax assets | 827,505 |
| 777,686 |
| 3,017,882 |
| 3,051,628 |
Deferred tax liabilities | — |
| — |
| (4,742,269) |
| (3,818,056) |
|
|
|
|
|
|
|
|
Total deferred, net | 827,505 |
| 777,686 |
| (1,724,387) |
| (766,428) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
(i) | Refers mainly to pre-operating expenses added to Rumo Malha Central. |
(ii) | Refers mainly to tax losses and temporary differences of the Company, Rumo Malha Sul and Rumo Malha Oeste, which, under current conditions, do not meet the requirements for accounting for said income tax and social contribution assets deferred due to the lack of predictability of future generation of tax profits. |
(iii) | Provision for accounting realization of tax loss recognized in the capital contribution in a subsidiary. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
c) Analytical movement in deferred tax assets and liabilities
|
| Parent Company | ||||||||||
Assets |
| Tax loss and negative basis |
| Employee benefits |
| Provisions |
| Leases |
| Other |
| Total |
At December 31, 2021 |
| 721,108 |
| 34,986 |
| 268,874 |
| 1,998 |
| 1,557,181 |
| 2,584,147 |
Credited / (charged) to the profit for period |
| 189,652 |
| (2,040) |
| (186) |
| (374) |
| (4,875) |
| 182,177 |
Exchange differences |
| — |
| — |
| — |
| — |
| (534,989) |
| (534,989) |
At March 31, 2022 |
| 910,760 |
| 32,946 |
| 268,688 |
| 1,624 |
| 1,017,317 |
| 2,231,335 |
| Parent Company | ||||||
Liabilities | Effects on the formation of joint ventures |
| Unrealized gains on derivatives |
| Other |
| Total |
At December 31, 2021 | (668,508) |
| (748,873) |
| (389,080) |
| (1,806,461) |
(Charged) to the profit for period | 3,657 |
| 398,976 |
| (2) |
| 402,631 |
At March 31, 2022 | (664,851) |
| (349,897) |
| (389,082) |
| (1,403,830) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 827,505 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| Consolidated | ||||||||||||||||||||
Assets | Tax loss and negative basis |
| Post-employment obligations |
| Employee benefits |
| Provisions |
| Leases |
| Other |
| Total | ||||||||
At December 31, 2021 | 4,074,811 |
| 160,082 |
| 162,045 |
| 1,079,865 |
| 431,629 |
| 1,967,807 |
| 7,876,239 | ||||||||
Credited / (charged) to the profit for period | 418,889 |
| 1,240 |
| (51,892) |
| 19,114 |
| (11,050) |
| (131,634) |
| 244,667 | ||||||||
Recognized in equity | — |
| — |
| — |
| — |
| — |
| 25,114 |
| 25,114 | ||||||||
Business combination (Note 8.2.1) | — |
| — |
| — |
| 30,103 |
| — |
| — |
| 30,103 | ||||||||
Exchange differences | — |
| — |
| — |
| — |
| — |
| (949,997) |
| (949,997) | ||||||||
At March 31, 2022 | 4,493,700 |
| 161,322 |
| 110,153 |
| 1,129,082 |
| 420,579 |
| 911,290 |
| 7,226,126 |
Consolidated | |||||||||||||||||||||||||||
Liabilities | Effects on the formation of joint ventures |
| Intangible assets |
| Unrealized gains on derivatives |
| Property, plant and equipment |
| Fair value adjustment | Other | Unrealized credits | Total | |||||||||||||||
At December 31, 2021 | (668,508) |
| (3,551,836) |
| (1,034,373) |
| (53,347) |
| (127,318) | (724,250) | (2,483,035) | (8,642,667) | |||||||||||||||
Credited / (charged) to the profit for period | 3,657 |
| 36,708 |
| 888,960 |
| (1,205) |
| (104,224) | (41,985) | (94,117) | 687,794 | |||||||||||||||
Other comprehensive income | — |
| — |
| 14,184 |
| — |
| — | (32,575) | — | (18,391) | |||||||||||||||
Business combination (Note 8.2) | — |
| (887,264) |
| — |
| — |
| (66,606) | (23,379) | — | (977,249) | |||||||||||||||
At March 31, 2022 | (664,851) |
| (4,402,392) |
| (131,229) |
| (54,552) |
| (298,148) | (822,189) | (2,577,152) | (8,950,513) | |||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Total deferred taxes recorded |
|
|
|
|
|
|
|
|
| (1,724,387) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
15 Provision for legal proceedings and judicial deposits
The Company had provision for legal proceedings and judicial deposits recorded at March 31, 2022 and December 31, 2021 in respect of:
| Provision for legal proceedings | ||||||
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Tax | 171,069 |
| 164,652 |
| 654,765 |
| 647,610 |
Civil, environmental and regulatory | 130,875 |
| 123,420 |
| 628,449 |
| 585,034 |
Labor | 74,417 |
| 73,787 |
| 429,385 |
| 411,417 |
| 376,361 |
| 361,859 |
| 1,712,599 |
| 1,644,061 |
| Judicial deposit | ||||||
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Tax | 317,207 |
| 312,031 |
| 514,159 |
| 500,484 |
Civil, environmental and regulatory | 86,662 |
| 86,192 |
| 151,337 |
| 169,857 |
Labor | 31,976 |
| 33,368 |
| 222,817 |
| 252,720 |
| 435,845 |
| 431,591 |
| 888,313 |
| 923,061 |
Changes in provision for legal proceedings:
| Parent Company | ||||||
| Tax |
| Civil, environmental and regulatory |
| Labor |
| Total |
At December 31, 2021 | 164,652 |
| 123,420 |
| 73,787 |
| 361,859 |
Provisions | 5,603 |
| 2,877 |
| 1,117 |
| 9,597 |
Settlement / Write-offs | (184) |
| (650) |
| (2,471) |
| (3,305) |
Monetary variation (i) | 998 |
| 5,228 |
| 1,984 |
| 8,210 |
At March 31, 2022 | 171,069 |
| 130,875 |
| 74,417 |
| 376,361 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
| Consolidated | ||||||
| Tax |
| Civil, environmental and regulatory |
| Labor |
| Total |
At December 31, 2021 | 647,610 |
| 585,034 |
| 411,417 |
| 1,644,061 |
Provisions | 8,085 |
| 22,847 |
| 28,620 |
| 59,552 |
Settlement / Write-offs | (4,877) |
| (19,330) |
| (26,234) |
| (50,441) |
Exchange rate | (18) |
| 9,274 |
| 950 |
| 10,206 |
Monetary variation (i) | 3,965 |
| 30,624 |
| 14,632 |
| 49,221 |
At March 31, 2022 | 654,765 |
| 628,449 |
| 429,385 |
| 1,712,599 |
(i) Includes write-off of interest due to reversals.
The Company’s legal proceedings are secured by assets, cash deposit, bank guarantee or insurance guarantee.
The Company has indemnity actions in addition to those mentioned, which, since they are considered probable, were not recorded because they represent contingent assets.
a) Probable losses
Tax: The principal tax proceedings for which the risk of loss is probable are described below:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Compensation with FINSOCIAL | — |
| — |
| 302,903 |
| 300,470 |
INSS - Social security | 67,428 |
| 61,439 |
| 104,508 |
| 97,847 |
State VAT - ICMS credit | 23,334 |
| 23,166 |
| 86,633 |
| 85,965 |
PIS and COFINS | 26,870 |
| 26,343 |
| 29,037 |
| 28,427 |
IPI - Excise tax credit - NT | 43,531 |
| 43,461 |
| 43,531 |
| 43,461 |
Federal income taxes | 1,111 |
| 1,103 |
| 8,602 |
| 8,553 |
Other | 8,795 |
| 9,140 |
| 79,551 |
| 82,887 |
| 171,069 |
| 164,652 |
| 654,765 |
| 647,610 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Labor claims: The Company and its subsidiaries are also parties to a number of labor claims filed by former employees and service providers challenging, among other matters, the payment of overtime, night shift premiums and risk premiums, the recognition of employment relationships and the reimbursement of discounts from payroll, such as social contribution and trade union charges. Additionally, we are involved in several labor administrative and judicial proceedings such as labor investigations and class actions filed by the labor prosecutor’s office regarding alleged non-compliance with certain labor regulations, including work and safety rules, labor conditions and work environment, and social assistance plans. Moreover, we entered into certain consent orders (Termos de Ajustamento de Conduta) with Brazilian authorities and, in the event, we fail to comply with such consent orders, we could be subject to fines.
Civil, Environmental and Regulatory Proceedings: The Company and its subsidiaries have several indemnity claims, public civil claims and administrative proceedings that individually are not material, where, in the opinion of its lawyers, the risk of loss is probable.
b) Possible losses
The principal proceedings for which we deem the risk of loss as possible are described below:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Tax | 4,640,672 |
| 4,652,106 |
| 14,870,686 |
| 14,647,917 |
Civil, environmental and regulatory | 928,537 |
| 900,472 |
| 7,441,028 |
| 6,939,743 |
Labor | 22,132 |
| 22,748 |
| 838,512 |
| 859,830 |
| 5,591,341 |
| 5,575,326 |
| 23,150,226 |
| 22,447,490 |
Civil, environmental and regulatory:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Civil | 886,657 |
| 860,971 |
| 4,690,798 |
| 4,221,797 |
Environmental | 41,838 |
| 39,459 |
| 1,498,735 |
| 1,472,542 |
Regulatory | 42 |
| 42 |
| 1,251,495 |
| 1,245,404 |
| 928,537 |
| 900,472 |
| 7,441,028 |
| 6,939,743 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
The Company and its subsidiaries are party to several legal and administrative proceedings in the civil, environmental and regulatory spheres, whose prognosis of loss is possible and which individually are not material. In civil, the portfolio of cases is mostly composed of indemnity claims of a contractual and non-contractual nature. In the environmental area, the processes deal with terms of commitment, civil inquiries and public civil actions.
Tax:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
Penalties related to tax positions | — |
| — |
| 460,217 |
| 461,747 |
Federal income taxes | 767,076 |
| 822,039 |
| 5,420,908 |
| 5,404,264 |
ICMS - State VAT | 1,351,857 |
| 1,386,895 |
| 2,887,095 |
| 2,877,144 |
IRRF - Withholding tax | 1,353 |
| 1,344 |
| 1,304,121 |
| 1,251,394 |
PIS and COFINS - Revenue taxes | 1,304,522 |
| 1,242,960 |
| 2,475,550 |
| 2,368,123 |
MP 470 - Tax installments | 243,688 |
| 243,115 |
| 400,262 |
| 398,184 |
IOF on Mutual | — |
| — |
| 138,776 |
| 136,286 |
Compensation with IPI - IN 67/98 | 140,239 |
| 139,387 |
| 187,536 |
| 186,048 |
IPI - Excise tax credit - NT | 349,063 |
| 347,953 |
| 495,132 |
| 492,025 |
INSS - Social security and other | 98,505 |
| 110,213 |
| 169,629 |
| 180,533 |
Other | 384,369 |
| 358,200 |
| 931,460 |
| 892,169 |
| 4,640,672 |
| 4,652,106 |
| 14,870,686 |
| 14,647,917 |
The Company's and its subsidiaries' lawyers assessed the probability of loss as possible, with a remote loss bias and, therefore, no provision was recorded in accordance with CPC 25 / IAS 37.
The Company has not identified effects of IFRIC 23 / ICPC 22 - Uncertain Tax Position that could affect Company’s accounting policies and these interim financial statements.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
16 Shareholders’ equity
a) Share capital
The subscribed capital on March 31, 2022 and December 31, 2021 is R$ 6,365,853, fully paid-in, represented by 1,874,070,932 registered, book-entry common shares with no par value. According to the bylaws, the authorized capital stock can be increased up to the limit of R$ 7,000,000 (9,000,000 as approved at the Board of Directors's Meeting or “AGOE” of April 29, 2022).
At March 31, 2022, the Company's share capital is composed of the following:
|
| Common shares | ||
Shareholders - Common shares |
| Quantity |
| % |
Controlling group |
| 672,312,942 |
| 35.87% |
Board of directors and executive officers |
| 25,240,945 |
| 1.35% |
Free float |
| 1,171,063,698 |
| 62.49% |
|
|
|
|
|
Total shares outstanding |
| 1,868,617,585 |
| 99.71% |
|
|
|
|
|
Treasury shares |
| 5,453,347 |
| 0.29% |
|
|
|
|
|
Total |
| 1,874,070,932 |
| 100.00% |
b) Treasury shares
As of March 31, 2022, the Company had 5,453,347 shares in treasury (5,440,772 shares as of December 31, 2021), whose market price was R$23.65. This increase refers to the return of 12,575 shares that had been allocated to members of the share-based compensation plans.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
c) Other comprehensive income
|
| December 31, 2021 |
| Comprehensive (loss) income |
| March 31, 2022 |
Loss on cash flow hedge |
| (1,362,618) |
| (2,764) |
| (1,365,382) |
Foreign currency translation effects |
| 1,093,366 |
| 294,358 |
| 1,387,724 |
Actuarial loss on defined benefit plan |
| (299,993) |
| 25,939 |
| (274,054) |
Deferred tax on actuarial losses of defined benefit plan |
| 101,997 |
| (8,819) |
| 93,178 |
Gain on measurement of derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in fair value of financial assets net of tax |
| 28,525 |
| 225 |
| 28,750 |
Total |
| (484,354) |
| 308,939 |
| (175,415) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| (521,609) |
| 380,015 |
| (141,594) |
Non-controlling interests |
| 37,255 |
| (71,076) |
| (33,821) |
|
| December 31, 2020 |
| Comprehensive (loss) income |
| March 31, 2021 |
Loss on cash flow hedge |
| (761,203) |
| (256,387) |
| (1,017,590) |
Foreign currency translation effects |
| 782,899 |
| 272,535 |
| 1,055,434 |
Actuarial loss on defined benefit plan |
| (363,375) |
| — |
| (363,375) |
Deferred tax on actuarial losses of defined benefit plan | 123,547 | — | 123,547 | |||
Gain on measurement of derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in fair value of financial assets net of tax |
| 26,256 |
| 139 |
| 26,395 |
Total |
| (237,507) |
| 16,287 |
| (221,220) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| (252,610) |
| (10,709) |
| (263,319) |
Non-controlling interests |
| 15,103 |
| 26,996 |
| 42,099 |
d) Dividends
Parent Company |
| Investments in associates |
| Investments in joint venture |
| Total |
At December 31, 2021 |
| 22,747 |
| 517,344 |
| 540,091 |
Proposed Dividends |
| 70,693 |
| — |
| 70,693 |
Interest on capital proposed |
| 11,778 |
| 107,544 |
| 119,322 |
Dividends received |
| (1,419) |
| (517,233) |
| (518,652) |
At March 31, 2022 |
| 103,799 |
| 107,655 |
| 211,454 |
|
|
|
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Consolidated |
| Investments in associates |
| Investments in joint venture |
| Total |
At December 31, 2021 |
| 2,621 |
| 517,344 |
| 519,965 |
Proposed Dividends |
| 1,714 |
| — |
| 1,714 |
Interest on capital proposed |
| — |
| 107,544 |
| 107,544 |
Dividends received |
| (3,407) |
| (517,233) |
| (520,640) |
At March 31, 2022 |
| 928 |
| 107,655 |
| 108,583 |
17 Earnings per share
Basic earnings per share are calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. The diluted earnings per share are calculated by adjusting the earnings and the number of shares by the impacts of potentially dilutive instruments.
The following table sets forth the calculation of earnings per share (in thousands of Brazilian reais, except per share amounts):
|
| March 31, 2022 |
| March 31, 2021 |
Profit attributable to the holders of the Company’s common shares used in the calculation of basic earnings per share |
| 510,190 |
| 638,807 |
|
|
|
|
|
Dilutive effect of the share-based plan of subsidiaries |
| — |
| (2,839) |
Dilution effect of Brado's liquidity option |
| — |
| (77) |
|
|
|
|
|
|
|
|
|
|
Profit attributable to the holders of the Company’s common shares used in the calculation of diluted earnings per share |
| 510,190 |
| 635,891 |
|
|
|
|
|
Weighted-average number of shares outstanding - basic (In thousands of shares) |
| 1,868,618 |
| 1,733,484 |
Dilutive effect of the share-based plan |
| 6,239 |
| 2,980 |
|
|
|
|
|
Dilutive |
| 1,874,857 |
| 1,736,464 |
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic |
| R$ 0.2730 |
| R$ 0.3685 |
Diluted |
| R$ 0.2721 |
| R$ 0.3662 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Dilutive instruments
The Company’s subsidiaries have two categories of potential dilutive effects: share options and put options. For the share options, a calculation is done to determine the effect of the dilution in the profit attributable to shareholders of the parent due the exercise of the share options at subsidiaries. For the put option, is assumed to have been converted into ordinary shares, and the profit attributable to shareholders of the parent is adjusted.
Anti-dilutive instruments
In the period ended March 31, 2022, 45,765,000 shares related to the Company's share buyback plan were not considered in the diluted earnings per share analysis, as they increase earnings per share
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
18 Net sales
The following is an analysis of the Company’s and its subsidiaries net sales for the period:
|
| Consolidated | ||
|
| March 31, 2022 |
| March 31, 2021 |
Gross revenue from sales of products and services |
| 9,334,448 |
| 5,636,373 |
Construction revenue |
| 205,769 |
| 179,282 |
Indirect taxes and deductions |
| (1,635,330) |
| (1,099,856) |
Net sales |
| 7,904,887 |
| 4,715,799 |
In the following table, products and service lines disaggregate revenue and timing of revenue recognition:
|
| Consolidated | ||
|
| March 31, 2022 |
| March 31, 2021 |
At a point in time |
|
|
|
|
Natural gas distribution |
| 3,666,727 |
| 2,093,727 |
Electricity trading |
| 56,292 |
| 219,210 |
Lubricants and base oil |
| 1,621,904 |
| 1,386,497 |
Other |
| 127,735 |
| 24,756 |
|
| 5,472,658 |
| 3,724,190 |
Over time |
|
|
|
|
Railroad transportation services |
| 2,111,483 |
| 759,107 |
Port elevation |
| 94,880 |
| 26,244 |
Construction revenue |
| 205,769 |
| 179,282 |
Services rendered |
| 35,789 |
| 31,059 |
|
| 2,447,921 |
| 995,692 |
|
|
|
|
|
Elimination |
| (15,692) |
| (4,083) |
|
|
|
|
|
Total of net sales |
| 7,904,887 |
| 4,715,799 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
19 Costs and expenses by nature
The costs and expenses are presented in the statement of profit and loss by function. The reconciliation of income by nature/purpose is as follows:
|
| Parent Company |
| Consolidated | ||||
|
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 (Restated) (i) |
Raw materials |
| — |
| — |
| (1,298,725) |
| (1,013,029) |
Commodity cost (natural gas) |
| — |
| — |
| (2,828,713) |
| (1,203,636) |
Electricity purchased for resale |
| — |
| — |
| (63,242) |
| (218,703) |
Transportation and elevation expenses |
| — |
| — |
| (644,603) |
| (196,181) |
Natural gas transport cost |
| — |
| — |
| (22,130) |
| (216,160) |
Other transport |
| — |
| — |
| (28,866) |
| (40,618) |
Depreciation and amortization |
| (3,690) |
| (2,474) |
| (754,862) |
| (311,311) |
Personnel expenses |
| (44,216) |
| (17,429) |
| (496,214) |
| (252,519) |
Construction cost |
| — |
| — |
| (205,769) |
| (179,282) |
Expenses with third-party services |
| (4,709) |
| (9,798) |
| (192,242) |
| (110,857) |
Selling expenses |
| — |
| — |
| (8,372) |
| (4,113) |
Other |
| (12,577) |
| (17,636) |
| (207,713) |
| (145,721) |
|
| (65,192) |
| (47,337) |
| (6,751,451) |
| (3,892,130) |
|
|
|
|
|
|
|
|
|
Cost of sales |
| — |
| — |
| (6,189,236) |
| (3,506,146) |
Selling expenses |
| — |
| — |
| (176,389) |
| (158,655) |
General and administrative expenses |
| (65,192) |
| (47,337) |
| (385,826) |
| (227,329) |
|
| (65,192) |
| (47,337) |
| (6,751,451) |
| (3,892,130) |
(i) As detailed restated in the Note 3.1.
20 Other income (expenses), net
| Parent company |
| Consolidated | ||||
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Tax extemporary credits (i) | — |
| — |
| 28,771 |
| — |
Gain (loss) on disposal of fixed assets and intangibles | — |
| — |
| (9,272) |
| 316 |
Legal proceedings provision, receivables and tax installments | (13,973) |
| (24,013) |
| (93,837) |
| (35,459) |
Revenue from scrap / eventual sales | 5,889 |
| 1,240 |
| 22,163 |
| 11,375 |
Other | (20,527) |
| (2,267) |
| (48,541) |
| (5,158) |
| (28,611) |
| (25,040) |
| (100,716) |
| (28,926) |
(i) Extemporaneous credit for the exclusion of ICMS from the PIS and COFINS base, see note 6.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
21 Finance results
Details of finance income and costs are as follows:
| Parent Company |
| Consolidated | ||||
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 |
Cost of gross debt |
|
|
|
|
|
|
|
Interest on debt | (191,004) |
| (47,266) |
| (1,061,338) |
| (440,964) |
Monetary and exchange rate variation | 638,437 |
| (125,730) |
| 2,875,738 |
| (1,029,497) |
Derivatives and fair value measurement | (1,756,776) |
| 477,239 |
| (2,415,575) |
| 1,064,956 |
Amortization of borrowing costs | (2,612) |
| (756) |
| (147,706) |
| (50,419) |
Guarantees and warranties | — |
| — |
| (12,574) |
| (8,643) |
| (1,311,955) |
| 303,487 |
| (761,455) |
| (464,567) |
|
|
|
|
|
|
|
|
Income from financial investment and exchange rate in cash and cash equivalents | 38,593 |
| 8,236 |
| 370,630 |
| 92,757 |
| 38,593 |
| 8,236 |
| 370,630 |
| 92,757 |
|
|
|
|
|
|
|
|
Cost of debt, net | (1,273,362) |
| 311,723 |
| (390,825) |
| (371,810) |
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
Interest on other receivables | 10,697 |
| 8,158 |
| 80,563 |
| 84,149 |
Monetary variation of other financial assets | (406) |
| (42,709) |
| (15,356) |
| (42,709) |
Interest on other payables | - |
| (4,143) |
| (83,780) |
| (22,976) |
Interest on lease liabilities | (1,012) |
| (841) |
| (80,874) |
| (76,732) |
Interest on shareholders' equity | (1,282) |
| 19,221 |
| (1,282) |
| — |
Interest on contingencies and contracts | (6,930) |
| (7,299) |
| (90,032) |
| (39,005) |
Bank charges and other | (8,744) |
| (3,237) |
| 10,974 |
| (6,786) |
Exchange variation and non-debt derivatives | 1,089,840 |
| (586,181) |
| 48,648 |
| 93,958 |
| 1,082,163 |
| (617,031) |
| (131,139) |
| (10,101) |
|
|
|
|
|
|
|
|
Finance results, net | (191,199) |
| (305,308) |
| (521,964) |
| (381,911) |
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
Finance expense | (309,687) |
| (202,357) |
| (734,188) |
| (171,818) |
Finance income | 50,012 |
| 36,325 |
| 579,076 |
| 191,152 |
Foreign exchange, net | 1,582,295 |
| (729,972) |
| 2,754,031 |
| (991,459) |
Derivatives | (1,513,819) |
| 590,696 |
| (3,120,883) |
| 590,214 |
Finance results, net | (191,199) |
| (305,308) |
| (521,964) |
| (381,911) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
22 Post-employment benefits
| Consolidated | ||
| March 31, 2022 |
| December 31, 2021 |
Defined contribution |
|
|
|
Futura II | 278 |
| 190 |
|
|
|
|
Defined benefit |
|
|
|
Futura | 178,452 |
| 198,761 |
Health Plan | 474,171 |
| 470,524 |
| 652,623 |
| 669,285 |
|
|
|
|
| 652,901 |
| 669,475 |
23 Share-based payment
The Company and its subsidiaries have Share-Based Compensation Plans that are settled in shares and cash. On 31 March 2022, the Group has the following share-based payment arrangements:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Type of award / Grant date |
| Company |
| Expected life (years) |
| Shares granted |
| Exercised / canceled / transferred |
| Available |
| Fair value at grant date - R$ |
Share-based payment plan |
|
|
|
|
|
|
|
|
|
|
|
|
April 27, 2017 |
| Cosan S.A. |
| 5 |
| 1,096,000 |
| (954,028) |
| 141,972 |
| 9.25 |
July 31, 2017 |
| Cosan S.A. |
| 5 |
| 1,192,428 |
| (396,848) |
| 795,580 |
| 8.06 |
July 31, 2018 |
| Cosan S.A. |
| 5 |
| 842,408 |
| (107,576) |
| 734,832 |
| 9.65 |
July 31, 2019 |
| Cosan S.A. |
| 5 |
| 229,020 |
| (20,080) |
| 208,940 |
| 12.46 |
July 31, 2020 |
| Cosan S.A. |
| 5 |
| 68,972 |
| (6,704) |
| 62,268 |
| 20.93 |
July 31, 2021 - Invest I |
| Cosan S.A. |
| 3 |
| 424,839 |
| — |
| 424,839 |
| 24.38 |
September 10, 2021 - Invest II |
| Cosan S.A. |
| 4 |
| 5,283,275 |
| (660,410) |
| 4,622,865 |
| 22.24 |
October 11, 2021 - Invest III |
| Cosan S.A. |
| 5 |
| 809,944 |
| — |
| 809,944 |
| 23.20 |
|
|
|
|
|
| 9,946,886 |
| (2,145,646) |
| 7,801,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1, 2018 |
| Comgás |
| 5 |
| 96,787 |
| (17,761) |
| 79,026 |
| 59.66 |
July 31, 2019 |
| Comgás |
| 5 |
| 83,683 |
| (14,794) |
| 68,889 |
| 79.00 |
|
|
|
|
|
| 180,470 |
| (32,555) |
| 147,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 01, 2017 |
| Rumo S.A. |
| 5 |
| 870,900 |
| (306,250) |
| 564,650 |
| 10.42 |
August 01, 2018 |
| Rumo S.A. |
| 5 |
| 1,149,544 |
| (379,237) |
| 770,307 |
| 13.94 |
August 15, 2019 |
| Rumo S.A. |
| 5 |
| 843,152 |
| (201,322) |
| 641,830 |
| 22.17 |
November 11, 2020 |
| Rumo S.A. |
| 5 |
| 776,142 |
| (140,998) |
| 635,144 |
| 20.01 |
May 05, 2021 |
| Rumo S.A. |
| 5 |
| 1,481,000 |
| (414,702) |
| 1,066,298 |
| 20.85 |
September 15, 2021 |
| Rumo S.A. |
| 3 |
| 1,560,393 |
| (42,388) |
| 1,518,005 |
| 18.20 |
|
|
|
|
|
| 6,681,131 |
| (1,484,897) |
| 5,196,234 |
|
|
Cash-settled transactions |
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2019 |
| Moove |
| 5 |
| 132,670 |
| — |
| 132,670 |
| 6.74 |
July 31, 2020 |
| Moove |
| 5 |
| 106,952 |
| — |
| 106,952 |
| 13.36 |
July 31, 2021 |
| Moove |
| 3 |
| 80,729 |
| — |
| 80,729 |
| 8.29 |
August 1st, 2021 |
| TRSP |
| 3 |
| 35,566 |
| — |
| 35,566 |
| 24.01 |
August 1st, 2021 |
| Compass Comercialização |
| 2 |
| 33,345 |
| — |
| 33,345 |
| 24.01 |
August 1st, 2021 |
| Compass Gás e Energia |
| 2 |
| 28,152 |
| — |
| 28,152 |
| 24.01 |
August 1st, 2021 |
| Compass Gás e Energia |
| 3 |
| 151,535 |
| — |
| 151,535 |
| 24.01 |
November 1st, 2021 |
| Compass Gás e Energia |
| 3 |
| 1,558,939 |
| — |
| 1,558,939 |
| 24.01 |
November 1st, 2021 |
| Comgás |
| 3 |
| 182,133 |
| — |
| 182,133 |
| 24.01 |
|
|
|
|
|
| 2,310,021 |
| — |
| 2,310,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
| 19,118,508 |
| (3,663,098) |
| 15,455,410 |
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
a) Reconciliation of outstanding share options
The movement in the number of awards outstanding and their related weighted-average exercise prices are as follows:
|
| Stock option programs |
At December 31, 2021 |
| 15,592,511 |
Granted |
| 98,488 |
Vested |
| (235,589) |
At March 31, 2022 |
| 15,455,410 |
b) Measurement of fair values
The weighted average fair value of the programs granted on March 31, 2022 and December 31, 2021 principal assumptions used in applying the Black-Scholes model were as follows:
|
| Share-based payment plan | ||||||||||||||||||
Cosan S.A. | Compass | Comgás | Rumo | |||||||||||||||||
|
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 |
| March 31, 2022 |
| December 31, 2021 | ||||
Key assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Share price at grant date |
| 23.20 |
| 23.20 |
| 24.01 |
| 27.27 |
| 79.00 |
| 78.58 |
| 18.20 |
| 18.20 | ||||
Risk-free interest rate |
| 6.82% |
| 6.82% |
| N/A |
| N/A |
| 6.82% |
| 6.82% |
| 6.94% |
| 6.94% | ||||
Volatility factor |
| 36.50% |
| 36.50% |
| N/A |
| N/A |
| 32.81% |
| 32.81% |
| 41.03% |
| 26.51% |
c) Expense recognized in profit or loss
Share-based compensation expenses included in the income statement for the periods ended March 31, 2022 and 2021 were R$25,734 and R$6,177, respectively.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
24 Subsequent events
AGO's deliberations
On April 29, 2022, the following was approved at the Annual General Meeting: (i) Approval of the management accounts, the management report and the Company's financial statements, accompanied by the report of the independent auditors, the opinion of the Fiscal Council and the opinion of the Statutory Audit Committee for the fiscal year ended December 31, 2021; (ii) Approval of the management's proposal for the allocation of the Company's results for the fiscal year ended December 31, 2021; (iii) Installation of the Company's Fiscal Council; (iv) Establishment of the number of members of the Company's Fiscal Council; (v) Election of the effective and alternate members of the Company's Fiscal Council; and (iv) Establishment of the annual global compensation of the managers and members of the Fiscal Council, if installed, for the fiscal year of 2022.
As a result of the resolutions:
• Distribution of dividends
The distribution of minimum mandatory and additional dividends in the total amount of R$1,454,264.
• Legal reserve
For the constitution of a legal reserve, the amount of R$ 45,736 corresponding to 5% (five percent) of the net income for the year, in accordance with the terms of article 193 of the Brazilian Corporation Law;
• Statutory reserve
And the remaining portion related to the fiscal year ended December 31, 2021 will be allocated to the Company's Special Reserve in the amount of R$4,317,056, as provided for in article 33, item (iv) of the Company's By-laws.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$, unless otherwise stated)
Extraordinary Shareholders’ Meeting
On April 29, 2022, the Extraordinary Shareholders' Meeting approved the increase in the Company's share capital, for R$2,036,691 and the increase in the Company's authorized capital to up to R$9,000,000.
Share Purchase agreement of our subsidiary Trizy
On January 26, 2022, we entered into a share purchase agreement governed by Brazilian law, with Nstech S.A. (“Nstech”), regulating the investment of Nstech in Trizy, one of our subsidiaries. The Company will remain as controlling shareholders of Trizy. The Brazilian Antitrust Authority (Conselho Administrativo de Defesa Econômica), or “CADE” approved the transaction on March 18, 2022. On April 08, 2022, was completed the subscription of R$40,000 (R$20,000 paid on that date and R$20,000 to be paid in until one year after the closing) representing 20% of Trizy’s share capital.
Conclusion of the Acquisition of the Lubricants Business by Raízen
On May 2, 2022, Raízen concluded the total acquisition of the lubrificants business of Shell Brasil Petróleo Ltda.
Cosan’s fourth debenture issuance
On May 6, 2022, Cosan issued debentures in an aggregate principal amount of R$1,500,000 divided into two tranches. The first tranche is in an aggregate principal amount of R$400,000, accrues interest at a rate equal to the CDI plus 1.50% and matures in May 2028, with the principal being due at maturity. The second tranche is in an aggregate principal amount of R$1,100,000, accrues interest at a rate equal to the CDI plus 1.90% and matures in May 2032, with the principal being due in the eighth, ninth and tenth years of the term.
New share buyback program
On May 9, 2022, the Company approved a new share buyback program pursuant to which up to 110,000,000 common shares of Cosan S.A, representing 9.39% of the total shares available on the market, with the deadline until November 9, 2023. The shares repurchased may be used to meet our obligations from potential exercises of our equity-based compensation plans, and may also be held in treasury, disposed of or cancelled in accordance with applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 13, 2022
COSAN S.A. | |
By: | /s/ Ricardo Lewin |
| Name: Ricardo Lewin |
| Title: Chief Financial Officer |