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6-K Filing
Cosan (CSAN) 6-KCurrent report (foreign)
Filed: 14 Nov 22, 6:28am
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 November 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 ☒
Report on the review of quarterly information
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 September 30, 2022, comprising the statement of financial position as of September 30, 2022 and the related statements of profit or loss and of comprehensive income for the three-month and nine-month periods then ended, and the statements of changes in equity and of cash flows for the nine-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 the review in the accounting policy adopted by the Company in 2022, the corresponding figures for the three-month and nine-month periods ended September 30, 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 nine-month period ended September 30, 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, November 11, 2022.
ERNST & YOUNG
Auditores Independentes S.S.
CRC SP-034519/O
Clinton L. Fernandes
Accountant CRC-1SP205541/O-2
121
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 2,401,907 |
| 1,718,077 |
| 15,487,103 |
| 16,174,130 |
Restricted cash | 5.2 |
| — |
| — |
| 9,713 |
| — |
Marketable securities | 5.2 |
| 387,085 |
| 893,087 |
| 9,044,339 |
| 4,372,696 |
Trade receivables | 5.3 |
| — |
| — |
| 4,150,629 |
| 2,580,776 |
Derivative financial instruments | 5.10 |
| 8,827 |
| 54,963 |
| 249,010 |
| 194,878 |
Inventories | 7 |
| — |
| — |
| 1,847,260 |
| 1,149,304 |
Receivables from related parties | 5.5 |
| 139,583 |
| 135,924 |
| 175,728 |
| 98,280 |
Income tax receivable |
|
| 273,255 |
| 222,981 |
| 515,570 |
| 442,957 |
Other current tax receivable | 6 |
| 22,757 |
| 33,616 |
| 1,447,085 |
| 921,472 |
Dividends receivable | 17 |
| 423,384 |
| 540,091 |
| 320,198 |
| 519,965 |
Properties held for sale | 11.5 |
| — |
| — |
| 8,048 |
| — |
Sector financial assets | 5.9 |
| — |
| — |
| 298,719 |
| 489,601 |
Other financial assets | 5.4 |
| — |
| — |
| 92,376 |
| 466 |
Other current assets |
|
| 110,578 |
| 124,851 |
| 478,828 |
| 348,658 |
|
|
| 3,767,376 |
| 3,723,590 |
| 34,124,606 |
| 27,293,183 |
Current assets held for sale | 8 |
| 4,057 |
| — |
| 1,143,599 |
| — |
Total current assets |
|
| 3,771,433 |
| 3,723,590 |
| 35,268,205 |
| 27,293,183 |
Trade receivables | 5.3 |
| — |
| — |
| 148,724 |
| 165,077 |
Marketable securities | 5.2 |
| — |
| — |
| 84,678 |
| 15,311 |
Restricted cash | 5.2 |
| 33,953 |
| 31,181 |
| 109,256 |
| 58,990 |
Deferred tax assets | 15 |
| 1,633,556 |
| 777,686 |
| 4,139,006 |
| 3,051,628 |
Receivables from related parties | 5.5 |
| 413,890 |
| 393,440 |
| 315,683 |
| 318,211 |
Income tax receivable |
|
| — |
| — |
| 488,918 |
| 344,059 |
Other non-current tax receivable | 6 |
| 44,688 |
| 42,932 |
| 1,046,979 |
| 1,879,695 |
Judicial deposits | 16 |
| 428,396 |
| 431,591 |
| 897,173 |
| 923,061 |
Derivative financial instruments | 5.10 |
| 1,464,657 |
| 2,507,893 |
| 2,377,449 |
| 4,538,048 |
Sector financial assets | 5.9 |
| — |
| — |
| 160,255 |
| 68,709 |
Other non-current assets |
|
| 73,355 |
| 67,613 |
| 262,964 |
| 179,598 |
Other financial assets | 5.4 |
| — |
| — |
| — |
| 319,727 |
Investments in subsidiaries and associates | 9.1 |
| 22,835,824 |
| 14,787,469 |
| 3,248,378 |
| 780,067 |
Investments in joint venture | 10 |
| 11,500,529 |
| 10,936,663 |
| 11,500,529 |
| 10,936,663 |
Property, plant and equipment | 11.1 |
| 47,704 |
| 53,007 |
| 18,385,109 |
| 16,648,553 |
Intangible assets and goodwill | 11.2 |
| 1,678 |
| 1,804 |
| 21,830,838 |
| 17,781,498 |
Contract asset | 11.3 |
| — |
| — |
| 989,646 |
| 705,982 |
Right-of-use assets | 11.4 |
| 21,341 |
| 34,171 |
| 8,086,609 |
| 7,947,267 |
Investment properties | 11.5 |
| — |
| — |
| 3,935,653 |
| 3,886,696 |
Total non-current assets |
|
| 38,499,571 |
| 30,065,450 |
| 78,007,847 |
| 70,548,840 |
Total assets |
|
| 42,271,004 |
| 33,789,040 |
| 113,276,052 |
| 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 |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Liabilities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| 8,708,478 |
| 269,793 |
| 11,654,313 |
| 4,241,368 |
Lease liabilities | 5.8 |
| 6,892 |
| 8,423 |
| 469,696 |
| 405,820 |
Derivative financial instruments | 5.10 |
| 15,712 |
| 31,202 |
| 1,101,781 |
| 925,650 |
Trade payables | 5.7 |
| 23,194 |
| 4,506 |
| 4,375,553 |
| 3,253,504 |
Employee benefits payables |
|
| 48,848 |
| 57,393 |
| 578,414 |
| 552,991 |
Income tax payables |
|
| 523 |
| 4,013 |
| 188,407 |
| 71,224 |
Other taxes payable | 14 |
| 135,560 |
| 134,956 |
| 593,460 |
| 536,220 |
Dividends payable | 17 |
| 671 |
| 754,282 |
| 197,213 |
| 799,634 |
Concessions payable | 13 |
| — |
| — |
| 184,970 |
| 160,771 |
Payables to related parties | 5.5 |
| 1,182,600 |
| 302,607 |
| 373,682 |
| 287,609 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 71,167 |
| 85,866 |
Other financial liabilities | 5 |
| — |
| — |
| 1,011,341 |
| 726,423 |
Other current liabilities |
|
| 368,154 |
| 368,188 |
| 2,287,956 |
| 909,956 |
|
|
| 10,490,632 |
| 1,935,363 |
| 23,087,953 |
| 12,957,036 |
Liabilities related to assets held for sale | 8 |
| — |
| — |
| 298,592 |
| — |
Total current liabilities |
|
| 10,490,632 |
| 1,935,363 |
| 23,386,545 |
| 12,957,036 |
Loans, borrowings and debentures | 5.6 |
| 4,666,869 |
| 7,894,463 |
| 40,069,012 |
| 41,417,669 |
Lease liabilities | 5.8 |
| 21,733 |
| 31,624 |
| 3,087,224 |
| 2,861,858 |
Derivative financial instruments | 5.10 |
| 291,043 |
| 110,278 |
| 656,647 |
| 150,511 |
Other taxes payable | 14 |
| 146,517 |
| 141,423 |
| 152,180 |
| 146,889 |
Provision for legal proceedings | 16 |
| 427,697 |
| 361,859 |
| 1,743,682 |
| 1,644,061 |
Concessions payable | 13 |
| — |
| — |
| 3,000,494 |
| 2,893,477 |
Provision for uncovered liability of associates | 9.1 |
| 98,437 |
| 356,442 |
| — |
| — |
Payables to related parties | 5.5 |
| 9,404,510 |
| 7,397,822 |
| — |
| — |
Post-employment benefits | 23 |
| 265 |
| 219 |
| 642,460 |
| 669,475 |
Deferred tax liabilities | 15 |
| — |
| — |
| 4,838,631 |
| 3,818,056 |
Sector financial liabilities | 5.9 |
| — |
| — |
| 1,518,151 |
| 1,286,417 |
Deferred revenue |
|
| 141 |
| — |
| 626,292 |
| 36,440 |
Other financial liabilities | 5 |
| — |
| — |
| 29,985 |
| — |
Other non-current liabilities |
|
| 754,608 |
| 818,610 |
| 1,091,067 |
| 1,090,112 |
Total non-current liabilities |
|
| 15,811,820 |
| 17,112,740 |
| 57,455,825 |
| 56,014,965 |
Total liabilities |
|
| 26,302,452 |
| 19,048,103 |
| 80,842,370 |
| 68,972,001 |
Shareholders' equity | 17 |
|
|
|
|
|
|
|
|
Share capital |
|
| 8,402,544 |
| 6,365,853 |
| 8,402,544 |
| 6,365,853 |
Treasury shares |
|
| (51,874) |
| (69,064) |
| (51,874) |
| (69,064) |
Additional paid-in capital |
|
| (1,665,793) |
| (1,690,235) |
| (1,665,793) |
| (1,690,235) |
Accumulated other comprehensive loss |
|
| 527,120 |
| (521,609) |
| 527,120 |
| (521,609) |
Retained earnings |
|
| 8,573,565 |
| 10,655,992 |
| 8,573,565 |
| 10,655,992 |
Profit for the period |
|
| 182,990 |
| — |
| 182,990 |
| — |
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 15,968,552 |
| 14,740,937 |
| 15,968,552 |
| 14,740,937 |
Non-controlling interests | 9.3 |
| — |
| — |
| 16,465,130 |
| 14,129,085 |
Total shareholders' equity |
|
| 15,968,552 |
| 14,740,937 |
| 32,433,682 |
| 28,870,022 |
Total shareholders' equity and liabilities |
|
| 42,271,004 |
| 33,789,040 |
| 113,276,052 |
| 97,842,023 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$, except earnings per share)
|
|
| Parent Company | ||||||
| Note |
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
General and administrative expenses | 20 |
| (77,575) |
| (214,121) |
| (95,262) |
| (205,009) |
Other income (expense), net | 21 |
| (27,223) |
| 27,456 |
| (27,160) |
| (25,074) |
Operating expenses |
|
| (104,798) |
| (186,665) |
| (122,422) |
| (230,083) |
Result before equity in earnings of investees, finance results and taxes |
|
| (104,798) |
| (186,665) |
| (122,422) |
| (230,083) |
Interest in earnings in subsidiaries and associates | 9.1 |
| 859,572 |
| 2,156,274 |
| 4,252,565 |
| 6,048,170 |
Interest in earnings of joint venture | 10 |
| (414,887) |
| (153,558) |
| (288,197) |
| (362,696) |
Equity in earnings of investees |
|
| 444,685 |
| 2,002,716 |
| 3,964,368 |
| 5,685,474 |
Finance expense |
|
| (508,854) |
| (1,183,257) |
| (419,304) |
| (796,186) |
Finance income |
|
| 71,038 |
| 192,710 |
| 90,173 |
| 129,961 |
Foreign exchange, net |
|
| (313,494) |
| 312,399 |
| (876,397) |
| (236,111) |
Net effect of derivatives |
|
| (141,076) |
| (1,810,783) |
| 594,686 |
| 209,771 |
Finance results, net | 22 |
| (892,386) |
| (2,488,931) |
| (610,842) |
| (692,565) |
Profit (loss) before taxes |
|
| (552,499) |
| (672,880) |
| 3,231,104 |
| 4,762,826 |
Income taxes | 15 |
|
|
|
|
|
|
|
|
Current |
|
| — |
| — |
| — |
| 313 |
Deferred |
|
| 350,591 |
| 855,870 |
| 33,577 |
| 82,706 |
|
|
| 350,591 |
| 855,870 |
| 33,577 |
| 83,019 |
Profit (loss) for the period |
|
| (201,908) |
| 182,990 |
| 3,264,681 |
| 4,845,845 |
Statement of profit or loss
(In thousands of Brazilian Reais - R$, except earnings per share)
|
|
| Consolidated | ||||||
| Note |
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 (Restated) |
| January 1, 2021 to September 30, 2021 (Restated) |
Net sales | 19 |
| 11,507,301 |
| 28,983,273 |
| 6,890,471 |
| 18,157,271 |
Cost of sales | 20 |
| (8,698,843) |
| (22,166,959) |
| (5,099,251) |
| (13,668,850) |
Gross profit |
|
| 2,808,458 |
| 6,816,314 |
| 1,791,220 |
| 4,488,421 |
Selling expenses | 20 |
| (378,616) |
| (816,026) |
| (178,919) |
| (518,325) |
General and administrative expenses | 20 |
| (563,979) |
| (1,397,568) |
| (407,177) |
| (988,868) |
Other income (expense), net | 21 |
| (63,856) |
| (48,472) |
| (44,107) |
| 205,365 |
Operating expenses |
|
| (1,006,451) |
| (2,262,066) |
| (630,203) |
| (1,301,828) |
Profit before equity in earnings of investees, finance results and taxes |
|
| 1,802,007 |
| 4,554,248 |
| 1,161,017 |
| 3,186,593 |
Interest in earnings of associates | 9.1 |
| 254,652 |
| 293,545 |
| 15,577 |
| 32,396 |
Interest in earnings of joint venture | 10 |
| (414,885) |
| (153,558) |
| 3,321,519 |
| 4,001,118 |
Equity in earnings of investees |
|
| (160,233) |
| 139,987 |
| 3,337,096 |
| 4,033,514 |
Finance expense |
|
| (1,199,642) |
| (2,681,384) |
| (628,515) |
| (1,860,700) |
Finance income |
|
| 425,785 |
| 1,739,298 |
| 347,766 |
| 776,251 |
Foreign exchange, net |
|
| (572,510) |
| 504,071 |
| (1,416,858) |
| (177,129) |
Net effect of derivatives |
|
| (291,684) |
| (3,691,234) |
| 640,210 |
| (392,470) |
Finance results, net | 22 |
| (1,638,051) |
| (4,129,249) |
| (1,057,397) |
| (1,654,048) |
Profit (loss) before taxes |
|
| 3,723 |
| 564,986 |
| 3,440,716 |
| 5,566,059 |
Income taxes | 15 |
|
|
|
|
|
|
|
|
Current |
|
| (378,889) |
| (985,483) |
| (140,918) |
| (371,859) |
Deferred |
|
| 629,012 |
| 1,302,047 |
| 58,222 |
| 67,201 |
|
|
| 250,123 |
| 316,564 |
| (82,696) |
| (304,658) |
Profit (loss) for the period |
|
| 253,846 |
| 881,550 |
| 3,358,020 |
| 5,261,401 |
Profit attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| (201,907) |
| 182,990 |
| 3,264,681 |
| 4,845,845 |
Non-controlling interests |
|
| 455,753 |
| 698,560 |
| 93,339 |
| 415,556 |
|
|
| 253,846 |
| 881,550 |
| 3,358,020 |
| 5,261,401 |
Earnings per share | 18 |
|
|
|
|
|
|
|
|
Basic |
|
| (R$ 0.1081) |
| R$ 0.0979 |
| R$1.7487 |
| R$2.6580 |
Diluted |
|
| (R$ 0.1080) |
| R$ 0.0969 |
| R$1.7461 |
| R$2.6504 |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$)
|
| Parent Company | |||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
|
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Profit (loss) for the period |
| (201,908) |
| 182,990 |
|
| 3,264,681 |
| 4,845,845 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
| 300,792 |
| 837,466 |
|
| 271,019 |
| (26,289) |
Result with cash flow hedge accounting |
| 347 |
| (4,022) |
|
| (605,113) |
| (610,453) |
Actuarial gain with defined benefit plan net of tax |
| — |
| 17,120 |
|
| 507 |
| 507 |
Change in fair value of financial assets |
| 190,492 |
| 198,165 |
|
| 78 |
| 461 |
Total other comprehensive (loss) income, net of tax |
| 491,631 |
| 1,048,729 |
|
| (333,509) |
| (635,774) |
Total comprehensive income for the period |
| 289,723 |
| 1,231,719 |
|
| 2,931,172 |
| 4,210,071 |
|
|
Consolidated | |||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
|
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Profit (loss) for the period |
| 253,846 |
| 881,550 |
|
| 3,358,020 |
| 5,261,401 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
Foreign currency translation effect |
| 300,837 |
| 787,017 |
|
| 294,481 |
| (17,349) |
Result with cash flow hedge accounting |
| 781 |
| (2,959) |
|
| (605,119) |
| (610,917) |
Actuarial gain with defined benefit plan net of tax |
| — |
| 17,120 |
|
| 507 |
| 507 |
Changes in fair value of financial assets |
| 193,962 |
| 209,308 |
|
| 77 |
| 461 |
|
| 495,580 |
| 1,010,486 |
|
| (310,054) |
| (627,298) |
Total other comprehensive (loss) income, net of tax |
| 495,580 |
| 1,010,486 |
|
| (310,054) |
| (627,298) |
Total comprehensive income for the period |
| 749,426 |
| 1,892,036 |
|
| 3,047,966 |
| 4,634,103 |
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
| 289,725 |
| 1,231,719 |
|
| 2,931,172 |
| 4,210,071 |
Non-controlling interests |
| 459,701 |
| 660,317 |
|
| 116,794 |
| 424,032 |
|
| 749,426 |
| 1,892,036 |
|
| 3,047,966 |
| 4,634,103 |
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 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 182,990 |
| 182,990 |
| 698,560 |
| 881,550 |
Other comprehensive income: (note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) on cash flow hedges |
| — |
| — |
| — |
| — |
| (4,022) |
| — |
| — |
| — |
| — |
| — |
| (4,022) |
| 1,063 |
| (2,959) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| 837,466 |
| — |
| — |
| — |
| — |
| — |
| 837,466 |
| (50,449) |
| 787,017 |
Actuarial income (loss) on defined benefit plan |
| — |
| — |
| — |
| — |
| 17,120 |
| — |
| — |
| — |
| — |
| — |
| 17,120 |
| — |
| 17,120 |
Change in fair value of financial assets |
| — |
| — |
| — |
| — |
| 198,165 |
| — |
| — |
| — |
| — |
| — |
| 198,165 |
| 11,143 |
| 209,308 |
Total other comprehensive income |
| — |
| — |
| — |
| — |
| 1,048,729 |
| — |
| — |
| — |
| — |
| 182,990 |
| 1,231,719 |
| 660,317 |
| 1,892,036 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (note 17) |
| 2,036,691 |
| — |
| — |
| — |
| — |
| (348,753) |
| (1,423,757) |
| — |
| (264,181) |
| — |
| — |
| — |
| — |
Share-based compensation |
| — |
| 17,190 |
| — |
| (19,394) |
| — |
| — |
| — |
| — |
| — |
| — |
| (2,204) |
| (7,008) |
| (9,212) |
Dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| (45,736) |
| — |
| — |
| — |
| (45,736) |
| (272,068) |
| (317,804) |
Business combination (Note 9.2) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,924,376 |
| 2,924,376 |
Transactions with share-based compensation |
| — |
| — |
| — |
| 41,047 |
| — |
| — |
| — |
| — |
| — |
| — |
| 41,047 |
| (12,889) |
| 28,158 |
Total contributions and distributions |
| 2,036,691 |
| 17,190 |
| — |
| 21,653 |
| — |
| (348,753) |
| (1,469,493) |
| — |
| (264,181) |
| — |
| (6,893) |
| 2,632,411 |
| 2,625,518 |
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling interest (Note 9.3) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (888,450) |
| (888,450) |
Change of shareholding interest in subsidiary (Note 9.3) |
| — |
| — |
| — |
| 2,789 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,789 |
| (68,233) |
| (65,444) |
Total changes in ownership interests |
| — |
| — |
| — |
| 2,789 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,789 |
| (956,683) |
| (953,894) |
Total transactions with owners of the Company |
| 2,036,691 |
| 17,190 |
| — |
| 24,442 |
| — |
| (348,753) |
| (1,469,493) |
| — |
| (264,181) |
| — |
| (4,104) |
| 1,675,728 |
| 1,671,624 |
At September 30, 2022 |
| 8,402,544 |
| (51,874) |
| 737 |
| (1,666,530) |
| 527,120 |
| — |
| 8,402,544 |
| 171,021 |
| — |
| 182,990 |
| 15,968,552 |
| 16,465,130 |
| 32,433,682 |
The accompanying notes are an integral part of these financial statements.
Statement of changes in equity
(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, 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 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,845,845 |
| 4,845,845 |
| 415,556 |
| 5,261,401 |
Other comprehensive income: (note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) on cash flow hedges |
| — |
| — |
| — |
| — |
| (610,453) |
| — |
| — |
| — |
| — |
| — |
| (610,453) |
| (464) |
| (610,917) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| (26,289) |
| — |
| — |
| — |
| — |
| — |
| (26,289) |
| 8,940 |
| (17,349) |
Actuarial income (loss) on defined benefit plan |
| — |
| — |
| — |
| — |
| 507 |
| — |
| — |
| — |
| — |
| — |
| 507 |
| — |
| 507 |
Change in fair value of financial assets |
| — |
| — |
| — |
| — |
| 461 |
| — |
| — |
| — |
| — |
| — |
| 461 |
| — |
| 461 |
Total other comprehensive income |
| — |
| — |
| — |
| — |
| (635,774) |
| — |
| — |
| — |
| — |
| 4,845,845 |
| 4,210,071 |
| 424,032 |
| 4,634,103 |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
| 638,375 |
| — |
| — |
| (638,375) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,622,306 |
| 1,622,306 |
Cancellation of treasury shares |
| — |
| 496,916 |
| — |
| — |
| — |
| — |
| (496,916) |
| — |
| — |
| — |
| — |
| — |
| — |
Share-based compensation |
| — |
| 14,440 |
| — |
| (27,107) |
| — |
| — |
| — |
| — |
| — |
| — |
| (12,667) |
| (12,689) |
| (25,356) |
Proposed dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| (328,267) |
| — |
| (83,863) |
| — |
| (412,130) |
| (24,896) |
| (437,026) |
Treasury shares acquired |
| — |
| (4,778) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (4,778) |
| — |
| (4,778) |
Corporate reorganization |
| — |
| — |
| — |
| (1,400,557) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,400,557) |
| 10,836,134 |
| 9,435,577 |
Transactions with share-based compensation |
| — |
| — |
| — |
| (23,153) |
| — |
| — |
| — |
| — |
| — |
| — |
| (23,153) |
| 22,860 |
| (293) |
Total contributions and distributions |
| 638,375 |
| 506,578 |
| — |
| (2,089,192) |
| — |
| — |
| (825,183) |
| — |
| (83,863) |
| — |
| (1,853,285) |
| 12,443,715 |
| 10,590,430 |
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
| — |
| — |
| — |
| 957,660 |
| — |
| — |
| — |
| — |
| — |
| — |
| 957,660 |
| (1,451,995) |
| (494,335) |
Total changes in ownership interests |
| — |
| — |
| — |
| 957,660 |
| — |
| — |
| — |
| — |
| — |
| — |
| 957,660 |
| (1,451,995) |
| (494,335) |
Total transactions with owner of the Company |
| 638,375 |
| 506,578 |
| — |
| (1,131,532) |
| — |
| — |
| (825,183) |
| — |
| (83,863) |
| — |
| (895,625) |
| 10,991,720 |
| 10,096,095 |
At September 30, 2021 |
| 6,365,853 |
| (77,363) |
| 737 |
| (2,071,616) |
| (888,384) |
| 42,593 |
| 5,509,244 |
| 171,021 |
| 264,181 |
| 4,845,845 |
| 14,162,111 |
| 12,073,901 |
| 26,236,012 |
The accompanying notes are an integral part of these financial statements.
(In thousands of Brazilian Reais - R$)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| September 30, 2022 |
| September 30, 2021 |
| September 30, 2022 |
| September 30, 2021 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Profit before taxes |
|
| (672,880) |
| 4,762,826 |
| 564,984 |
| 5,566,059 |
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 20 |
| 10,461 |
| 9,705 |
| 2,162,751 |
| 1,564,523 |
Interest in earnings of associates | 9.1 |
| (2,156,274) |
| (6,048,170) |
| (293,545) |
| (32,396) |
Interest in earnings of joint venture | 10 |
| 153,558 |
| 362,696 |
| 153,558 |
| (4,001,118) |
Loss on disposals assets | 21 |
| 1,858 |
| 61 |
| 27,343 |
| 13,110 |
Share-based payment | 24 |
| 34,631 |
| 13,844 |
| 70,455 |
| 28,187 |
Change in fair value of investment property | 11.5 |
| — |
| — |
| (59,061) |
| — |
Legal proceedings provision, receivables and tax installments | 21 |
| 51,388 |
| 71,092 |
| 237,395 |
| 165,015 |
Interest and exchange, net |
|
| 2,544,778 |
| 684,979 |
| 5,116,888 |
| 1,794,561 |
Gain from a bargain purchase | 21 |
| (92,946) |
| — |
| (92,946) |
| — |
Sectorial financial assets and liabilities, net | 5.9 |
| — |
| — |
| 209,528 |
| 240,166 |
Provisions for employee benefits |
|
| 23,579 |
| 16,977 |
| 274,325 |
| 194,071 |
Allowance (return) for expected credit losses |
|
| — |
| — |
| 16,262 |
| (296) |
Recovering tax credits |
|
| — |
| — |
| (74,330) |
| (650,685) |
Gain (loss) in energy derivative operations |
|
| — |
| — |
| (181,782) |
| 172,251 |
Other |
|
| 13,043 |
| (28,649) |
| 86,737 |
| 12,763 |
|
|
| (88,804) |
| (154,639) |
| 8,218,562 |
| 5,066,211 |
Changes in: |
|
|
|
|
|
|
|
|
|
Trade receivables |
|
| — |
| — |
| (1,042,720) |
| (482,975) |
Inventories |
|
| — |
| — |
| (243,785) |
| (268,849) |
Other current tax, net |
|
| (5,899) |
| (18,211) |
| 554,407 |
| 114,226 |
Income tax |
|
| (6,040) |
| (1,199) |
| (889,292) |
| (672,254) |
Related parties, net |
|
| (163,883) |
| (10,836) |
| 10,275 |
| (134,317) |
Trade payables |
|
| 14,680 |
| (2,029) |
| 795,022 |
| 659,693 |
Employee benefits |
|
| (32,124) |
| (5,581) |
| (214,783) |
| (96,615) |
Provision for legal proceedings |
|
| (5,506) |
| (6,985) |
| (220,888) |
| (84,059) |
Other financial liabilities |
|
| — |
| — |
| 213,246 |
| 103,661 |
Judicial deposits |
|
| 7,112 |
| (34,082) |
| (7,292) |
| (50,056) |
Post-employment benefits |
|
| — |
| — |
| (72,007) |
| (22,610) |
Lease and concession payable |
|
| — |
| — |
| (168,110) |
| (52,160) |
Deferred revenue |
|
| — |
| — |
| 592,601 |
| — |
Other assets and liabilities, net |
|
| (4,923) |
| (20,048) |
| 17,500 |
| (124,750) |
|
|
| (196,583) |
| (98,971) |
| (675,826) |
| (1,111,065) |
Net cash (used) generated in operating activities |
|
| (285,387) |
| (253,610) |
| 7,542,736 |
| 3,955,146 |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Capital contribution in associates |
|
| (6,442,536) |
| (89,635) |
| (52,308) |
| (88,271) |
Acquisition of subsidiary, net of cash acquired | 9.2 |
| — |
| — |
| (5,122,805) |
| — |
Sale (purchase) of marketable securities |
|
| 569,590 |
| (58,204) |
| (3,059,254) |
| 1,403,234 |
Restricted cash |
|
| (2,772) |
| (30,494) |
| (36,841) |
| 20,674 |
Dividends received from associates | 17 |
| 97,402 |
| 201,816 |
| 65,928 |
| 11,848 |
Dividends received from joint venture | 17 |
| 624,939 |
| 93,833 |
| 624,939 |
| 325,000 |
Acquisition of instruments designated at fair value |
|
| — |
| — |
| (157,979) |
| (23,286) |
Acquisition of property, plant and equipment, intangible assets and contract assets |
|
| (1,168) |
| (251) |
| (3,246,976) |
| (2,887,645) |
Resources from sale of investments | 1.1.9 |
| — |
| — |
| 726,243 |
| — |
Proceeds from legal merger |
|
| — |
| 353,601 |
| — |
| 8,125,855 |
Reclassification of assets held for sale | 8 |
| — |
| — |
| (217,119) |
| — |
Cash received on sale of fixed assets, and intangible assets |
|
| — |
| — |
| 6,166 |
| 3,090 |
Other |
|
| (300) |
| — |
| (435) |
| 116 |
Net cash (used) generated in investing activities |
|
| (5,154,845) |
| 470,666 |
| (10,470,441) |
| 6,890,615 |
Statement of cash flows
(In thousands of Brazilian Reais - R$)
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures raised | 5.6 |
| 9,450,210 |
| 2,000,000 |
| 14,231,104 |
| 9,630,222 |
Repayment of principal on loans, borrowings and debentures | 5.6 |
| — |
| (5,427) |
| (6,153,926) |
| (7,847,543) |
Payment of interest on loans, borrowings and debentures | 5.6 |
| (653,068) |
| (262,407) |
| (2,447,313) |
| (1,355,112) |
Payment of derivative financial instruments |
|
| (630,908) |
| (121,703) |
| (1,367,284) |
| (613,007) |
Receipt of derivative financial instruments |
|
| 226,684 |
| 209,887 |
| 318,059 |
| 775,485 |
Payment of derivative financial instruments, except debt |
|
| (235,290) |
| (226,516) |
| (235,290) |
| (226,516) |
Receipt of derivative financial instruments, except debt |
|
| 138,403 |
| 197,679 |
| 138,403 |
| 197,679 |
Repayment of principal on leases | 5.8 |
| (3,726) |
| (2,512) |
| (282,074) |
| (351,870) |
Payment of interest on leases | 5.8 |
| (2,981) |
| (2,496) |
| (155,290) |
| (103,104) |
Equity contribution from non-controlling interest |
|
| — |
| — |
| 21,626 |
| 1,622,306 |
Related parties |
|
| (1,167,462) |
| (322,341) |
| — |
| — |
Sale (purchase) of treasury shares |
|
| — |
| (4,778) |
| (25,084) |
| (34,529) |
Acquisition of non-controlling interests |
|
| (6,082) |
| (290,230) |
| (468,221) |
| (697,708) |
Dividends paid | 17 |
| (799,347) |
| (480,994) |
| (924,247) |
| (491,397) |
Dividends paid for preference shares |
|
| — |
| — |
| — |
| (522,592) |
Transactions with non-controlling interests |
|
| — |
| — |
| — |
| 69,155 |
Sale of equity interest in subsidiaries |
|
| — |
| 963 |
| — |
| 963 |
Share options exercised |
|
| — |
| (14,688) |
| (15,597) |
| (40,360) |
Net cash generated in financing activities |
|
| 6,316,433 |
| 674,437 |
| 2,634,866 |
| 12,072 |
Increase (decrease) in cash and cash equivalents |
|
| 876,201 |
| 891,493 |
| (292,839) |
| 10,857,833 |
Cash and cash equivalents at the beginning of the period |
|
| 1,718,077 |
| 1,149,267 |
| 16,174,130 |
| 4,614,053 |
Effect of foreign exchange rate changes |
|
| (192,371) |
| (6,967) |
| (394,188) |
| 156,311 |
Cash and cash equivalents at the end of the period |
|
| 2,401,907 |
| 2,033,793 |
| 15,487,103 |
| 15,628,197 |
Additional information |
|
|
|
|
|
|
|
|
|
Income tax paid |
|
| — |
| — |
| 532,647 |
| 441,033 |
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 equity received as cash flows from investing activities.
Interest received or paid is classified as cash flow from financing activities.
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
|
|
|
|
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| September 30, 2021 |
| September 30, 2022 |
| September 30, 2021 |
Revenues |
|
|
|
|
|
|
|
|
Sales of products and services net of returns |
| — |
| — |
| 34,579,820 |
| 21,854,308 |
Other operating revenues (expenses), net |
| 93,038 |
| 20,845 |
| 133,421 |
| 300,427 |
Allowance for doubtful accounts |
| — |
| — |
| (12,265) |
| (732) |
|
| 93,038 |
| 20,845 |
| 34,700,976 |
| 22,154,003 |
Raw materials acquired from third parties |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
| — |
| — |
| 12,049,413 |
| 12,477,940 |
Materials, energy, third party services, others |
| 122,854 |
| 131,273 |
| 11,084,735 |
| 442,941 |
|
| 122,854 |
| 131,273 |
| 23,134,148 |
| 12,920,881 |
Gross value added |
| (29,816) |
| (110,428) |
| 11,566,828 |
| 9,233,122 |
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
| 10,461 |
| 9,705 |
| 2,162,751 |
| 1,564,523 |
|
| 10,461 |
| 9,705 |
| 2,162,751 |
| 1,564,523 |
Net value added |
| (40,277) |
| (120,133) |
| 9,404,077 |
| 7,668,599 |
Value added transferred in |
|
|
|
|
|
|
|
|
Interest in earnings of subsidiaries |
| 2,156,274 |
| 6,048,170 |
| 293,545 |
| 32,396 |
Interest in earnings of joint ventures |
| (153,558) |
| (362,696) |
| (153,558) |
| 4,001,118 |
Finance income |
| 192,710 |
| 129,961 |
| 1,661,071 |
| 776,251 |
|
| 2,195,426 |
| 5,815,435 |
| 1,801,058 |
| 4,809,765 |
Value added to be distributed |
| 2,155,149 |
| 5,695,302 |
| 11,205,135 |
| 12,478,364 |
Distribution of value added |
|
|
|
|
|
|
|
|
Payroll and social charges |
| 122,500 |
| 84,123 |
| 1,604,907 |
| 702,819 |
Direct remuneration |
| 110,729 |
| 73,302 |
| 1,298,340 |
| 603,018 |
Benefits |
| 7,012 |
| 5,083 |
| 248,929 |
| 70,310 |
FGTS and others |
| 4,759 |
| 5,738 |
| 57,638 |
| 29,491 |
Taxes and contributions |
| (831,982) |
| (57,192) |
| 2,823,401 |
| 4,083,844 |
Federal |
| (839,294) |
| (61,249) |
| 665,309 |
| 1,680,380 |
State |
| — |
| — |
| 1,998,289 |
| 2,336,281 |
Municipal |
| 7,312 |
| 4,057 |
| 159,803 |
| 67,183 |
Finance expense and rents |
| 2,681,641 |
| 822,526 |
| 5,895,277 |
| 2,430,300 |
Interest and exchange variation |
| 2,624,610 |
| 779,664 |
| 5,533,078 |
| 2,167,039 |
Rents |
| — |
| — |
| 128,551 |
| 20,862 |
Others |
| 57,031 |
| 42,862 |
| 233,648 |
| 242,399 |
Non-controlling interests |
| — |
| — |
| 698,560 |
| 415,556 |
Retained profit |
| 182,990 |
| 4,845,845 |
| 182,990 |
| 4,845,845 |
|
| 2,155,149 |
| 5,695,302 |
| 11,205,135 |
| 12,478,364 |
The accompanying notes are an integral part of these interim financial statements. |
(In thousands of Brazilian Reais - R$)
1 Operations
Cosan S.A. (“Cosan” or “the Company”) is a publicly-held company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special Novo Mercado segment under the symbol “CSAN3”. The Company's American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange, or “NYSE”, and are 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 share capital of Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) for the amount of R$ 945,980, consequently obtaining the assumption of control of the concessionaire, as detailed in note 9.2.
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 share capital of Porto São Luís S.A. was concluded. (“Porto São Luís” or “Porto”), for the amount of R$411,224, with the transfer of control, held by São Luís Port Company S.A.R.L., a company of the China Communications Construction Company Limited (“CCCC”) group. The total amount paid totaled R$ 804,803. With the conclusion of this stage, the Company now holds 100% of the equity interest in Porto, as detailed in note 9.2.
1.1.3 Russian-Ukrainian conflict
After the outbreak of war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions of Ukraine. There has been an abrupt change in the geopolitical situation, with uncertainties about the duration of the conflict, changes in the scope of sanctions and retaliatory actions, including new laws. These new circumstances limit the freedom of operation of Cosan Group companies in the Russian region and lead to distortion and volatility in the level of activity. The war also contributed to increased volatility in currency markets, energy prices, raw materials and other input costs, as well as supply chain tensions and a rise in inflation in many countries.
Risks related to cybersecurity, loss of reputation, possible additional sanctions, export controls and other regulations (including restrictions on the transfer of funds to and from Russia) have increased. The ongoing war could continue to affect production and consumer demand. The Group assessed the consequences of the war in the Interim Financial Statements, mainly considering the impacts on the main judgments and significant estimates as detailed in the Financial Statements as of December 31, 2021, in addition to the operations that may be affected, such as:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
To date, the impacts on the annual financial statements remain uncertain. The Group will continue to monitor the increased risk in these areas for material changes.
1.1.4 Senior Notes Prepayment 2025
On January 14, 2022, the subsidiary Rumo made the prepayment of Senior Notes 2025, in the amount of USD 500,000, equivalent to R$ 2,848,332, with original maturity in January 2025, according to the conditions established in the transaction agreement signed in January 2018.
1.1.5 Fourth issue of Cosan debentures
On May 6, 2022, Cosan issued debentures in the aggregate principal amount of R$1,500,000 divided into two tranches. The first tranche has a total principal amount of R$400,000, bears interest at a rate equal to the CDI plus 1.50% and matures in May 2028, with the principal being due upon maturity. The second tranche has a total principal amount of R$1,100,000, bears interest at a rate equal to the CDI plus 1.90% and matures in May 2032, with the principal due in the eighth, ninth and tenth years of the term.
1.1.6 Acquisition of investments in the Moove segment
On May 23, 2022, subsidiary Millennium Moove Corp, acquired 100% of Stryker Intermediate Holdings and its operating subsidiaries (together “PetroChoice”), a limited liability company in Delaware – USA. The entities are experts in comprehensive lubricant and contamination control solutions, serving a wide range of needs and industries.
On May 31, 2022, the subsidiary Moove also acquired 100% of the shares of Tirreno Indústria e Comércio de Produtos Químicos Ltda or “Tirreno”, a privately held company headquartered in Brazil, specialized in the production and sale of lubricating oils, additives and fluids. More details can be seen in note 9.2.
1.1.7 Senior Notes 2023 Prepayment
On August 5, 2022, the Company prepaid the Senior Notes 2023, in the amount of U.S.$ 123,689 thousand, equivalent to R$ 652,953, with original maturity in March 2023, pursuant to the conditions established in the transaction agreement signed in March 2013. Settled swaps generated financial income of R$ 143,400.
1.1.8 Acquisition of Control of Commit by Compass
On July 11, 2022, the subsidiary Compass Gás e Energia concluded the acquisition of 51% of the share capital of Petrobras Gás S.A. (“Gaspetro”) for the amount of R$ 2,097,758, consequently obtaining the assumption of control. On July 12, 2022, the Gaspetro annouced the change of the corporate name to Commit Gás e Energia S.A. (“Commit”).
More details can be seen in note 9.2.
1.1.9 Sale of Commit Distributors
The distributors that were classified as available-for-sale assets on the date of the acquisition of Commit, were sold in the total amount of R$ 726,243, to shareholders who held preemptive rights, as shown below:
On July 21, 2022, the State of Paraíba exercised a preemptive right to acquire the 41.5% equity interest in PBGás held by Commit. The sale was concluded upon payment, in cash, of the amount of R$ 47,251.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
On July 21, 2022, Termogás S.A. (“Termogás”) exercised preemptive rights to acquire the 24% equity interest in Cebgás held by Commit. The sale was concluded upon payment, in cash, of the amount of R$ 561.
On July 22, 2022, the State of Alagoas exercised its preemptive right to acquire the 12.06% equity interest in Algás held by Commit. The sale was concluded upon payment, in cash, of R$ 27,067. After this operation, Commit maintained a 29.44% interest in Algás.
On July 25, 2022, the State of Bahia exercised a preemptive right to acquire the 41.5% equity interest in BahiaGás held by Commit. The sale was concluded upon payment, in cash, of R$ 574,778.
On July 26, 2022, the State of Ceará exercised a preemptive right to acquire the 12.06% equity interest in Cegás held by Commit. The sale was concluded upon payment, in cash, of R$ 76,399. After this operation, Commit maintained a 29.44% interest in Cegás.
On July 29, 2022, Companhia Energética de Brasília (“CEB”) exercised a preemptive right to acquire the 8% equity interest in Cebgás held by Commit. The sale was concluded upon payment, in cash, of the amount of R$ 187.
Considering that the transactions are not, under the terms of the current legislation, subject to prior approval by the Conselho Administrativo de Defesa Econômica (“CADE”), there are no effects that suspend or prohibit the consummation of the transactions.
1.1.10 Acquisition of minority interest in Vale
On October 14, 2022, the subsidiary Cosan Oito S.A. (“Cosan Oito”) completed the acquisition of non-controlling interest at Vale S.A, (“Vale”) of 4.85% for a total investment of R$16,036,084 considering that 2.0% of this interest was acquired as of September 30, 2022 for the amount of R$ 6,192,438 with residual amount of R$1,214,757 paid in October 2022 and disclosed in “other accounts payable” in circulant liabilities. Vale is a Brazilian mining company that operates in 20 countries and that also operates in logistics - with railways, ports, terminals and infrastructure - in energy and steel. Our Vale shares on November 10, 2022 was quoted at R$74.55 per share, the most current information publicly available.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The acquisition process, completed on October 14, 2022, combined shares purchased on the spot market totaling 1.55% of Vale's share capital; and a collar of 3.3% of the capital, making up 4.85% of the share capital. The Company entered into another derivative called the call spread – which gives the Company financial exposure to an additional 1.6% of Vale's share capital. This derivative may be undone at any time to contract another collar operation.
The collar effectively protects the value of our investment in Vale shares from losses arising from market price drops below a certain value per share, while retaining gains from market price increases up to a certain amount per share. The collar structure guarantees options for the Company in liquidation, protecting the interests of our shareholders and limiting potential losses.
The financing sources for the operation and the respective counterparties are:
Funding | Settlement Date | Value | Due Date | Charges |
Itaú Unibanco S.A. (i) | 09/16/2022 | R$ 4,000,000 | September/2023 | CDI + 1.35% |
Bradesco BBI S.A. | 09/27/2022 | R$ 4,000,000 | September/2023 | CDI + 1.35% |
J.P. Morgan S.A. (ii) | 10/14/2022 | R$ 5,159,614 | October/2027 | 3.28% p.a. |
Citibank S.A. (ii) | 10/14/2022 | R$ 3,427,885 | October/2027 | 0.25% p.a. |
|
| R$ 16,587,499 |
|
|
(i) | The original maturity of the debt raised with Itaú Unibanco S.A. was October 28, 2022. Settlement was carried out on the date, and new debt was raised in the same amount and under the same conditions, maturing in September 2023. |
(ii) | The charges of this operation are in fixed interest, being financing in foreign currency in the amounts of € 1,009,650 thousand and JP¥, 95,298,449 thousand from J.P. Morgan S.A. and Citibank S.A., respectively. Subsequently, for these loans, derivative financial instruments were contracted at a cost of CDI+0.45% p.a.. |
Financing contracted with Itaú Unibanco S.A. (“Itaú”) and Bradesco BBI S.A. (“Bradesco”) are guaranteed all the shares of the subsidiary Compass Gás e Energia S.A. The J.P. Morgan S.A. and Citibank are guaranteed with 80% of Vale's shares held by Cosan.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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 interim financial statements do not include all the information necessary for a complete set of financial statements prepared in accordance with IFRS. However, specific explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Group's financial position and performance since the last annual financial statement.
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.
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.
These interim financial statements were authorized for issue by the Board of Directors on November 11, 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 the amortization expense of the intangible asset of the concession right
The subsidiary Comgás applies the intangible asset model according to ICPC 01 / IFRIC 12 and CPC 04 / IAS 38 for accounting for natural gas distribution concession contracts. However, it is noted that the rules do not specify the classification of the amortization of the concession asset in the income statement. Thus, since the acquisition of Companhia de Gás de São Paulo – Comgás (“Comgás”), in November 2012, the Company applied an accounting policy consistent with the understanding of the essence of the operation at the time, classifying the amortization of the asset from concession as general and administrative expenses as it is not directly attributable to the gas distribution process to compose the sales costs.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The advancement of the Brazilian market in the gas distribution segment and the entry of new market participants allowed the Company to reassess this policy on January 1, 2022, and to voluntarily change the presentation of the classification of the amortization of the concession agreement from general and administrative expenses to costs of sales, as it understands that such presentation provides more relevant information to the users of its financial statements, as it is more in line with the practices adopted by the market. This reclassification does not impact regulatory margins or the main indicators used by the Company.
The application of the change in accounting policy generated the following reclassification in the income statement in the comparative period:
|
|
| Consolidated | ||||
|
|
| July 1, 2021 to September 30, 2021 |
| Reclassification |
| July 1, 2021 to September 30, 2021 (Restated) |
Net sales |
|
| 6,890,471 |
| — |
| 6,890,471 |
Cost of sales |
|
| (4,957,086) |
| (142,165) |
| (5,099,251) |
Gross profit |
|
| 1,933,385 |
| (142,165) |
| 1,791,220 |
|
|
|
|
|
|
|
|
Selling expenses |
|
| (178,919) |
| — |
| (178,919) |
General and administrative expenses |
|
| (549,342) |
| 142,165 |
| (407,177) |
Other income net |
|
| (44,107) |
| — |
| (44,107) |
Operating income |
|
| (772,368) |
| 142,165 |
| (630,203) |
|
|
|
|
|
|
|
|
Earnings before net financial result and taxes |
|
| 1,161,017 |
| — |
| 1,161,017 |
|
|
|
|
|
|
|
|
Equity in earnings of investees |
|
| 3,337,096 |
| — |
| 3,337,096 |
|
|
|
|
|
|
|
|
Finance results, net |
|
| (1,057,397) |
| — |
| (1,057,397) |
|
|
|
|
|
|
|
|
Profit before taxes |
|
| 3,440,716 |
| — |
| 3,440,716 |
|
|
|
|
|
|
|
|
Income tax (expenses) benefits |
|
| (82,696) |
| — |
| (82,696) |
|
|
|
|
|
|
|
|
Profit for the period |
|
| 3,358,020 |
| — |
| 3,358,020 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
| Consolidated | ||||
|
|
| January 1, 2021 to September 30, 2021 |
| Reclassification |
| January 1, 2021 to September 30, 2021 (Restated) |
Net sales |
|
| 18,157,271 |
| — |
| 18,157,271 |
Cost of sales |
|
| (13,260,132) |
| (408,718) |
| (13,668,850) |
Gross profit |
|
| 4,897,139 |
| (408,718) |
| 4,488,421 |
|
|
|
|
|
|
|
|
Selling expenses |
|
| (518,325) |
| — |
| (518,325) |
General and administrative expenses |
|
| (1,397,586) |
| 408,718 |
| (988,868) |
Other income net |
|
| 205,365 |
| — |
| 205,365 |
Operating income |
|
| (1,710,546) |
| 408,718 |
| (1,301,828) |
|
|
|
|
|
|
|
|
Earnings before net financial result and taxes |
|
| 3,186,593 |
| — |
| 3,186,593 |
|
|
|
|
|
|
|
|
Equity in earnings of investees |
|
| 4,033,514 |
| — |
| 4,033,514 |
|
|
|
|
| — |
| — |
Finance results, net |
|
| (1,654,048) |
| — |
| (1,654,048) |
|
|
|
|
|
|
|
|
Profit before taxes |
|
| 5,566,059 |
| — |
| 5,566,059 |
|
|
|
|
|
|
|
|
Income tax (expenses) benefits |
|
| (304,658) |
| — |
| (304,658) |
|
|
|
|
|
|
|
|
Profit for the period |
|
| 5,261,401 |
| — |
| 5,261,401 |
This reclassification was also reflected in the segment information, as detailed in note 4.
4 Segment information
Segment information is used by the Company's senior management (the Chief Operating Decision Maker) to assess the performance of operating segments and make decisions regarding resource allocation. This information is prepared in a manner consistent with the accounting policies used in the preparation of the interim financial statements. The Company evaluates the performance of its operating segments based on earnings before interest, depreciation and amortization (“EBITDA - Earnings before interest, taxes, depreciation, and amortization”).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Reported segments:
Reconciliation:
Although Raízen S.A. is an equity-accounted joint venture and is not proportionately consolidated, Management continues to review the segment information. The reconciliation of these segments is presented in the column “Deconsolidation of jointly-owned subsidiaries”.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| July 1, 2022 to September 30, 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 | 67,860,584 |
| 7,345,580 |
| 3,223,327 |
| 3,134,764 |
| 69,098 |
| — |
| (67,860,584) |
| (17,303) |
| 13,755,466 |
Domestic market (i) | 67,860,584 |
| 7,345,580 |
| 3,056,469 |
| 3,045,541 |
| 69,098 |
| — |
| (67,860,584) |
| (17,303) |
| 13,499,385 |
External market (i) | — |
| — |
| 166,858 |
| 89,223 |
| — |
| — |
| — |
| — |
| 256,081 |
Net sales | 64,222,114 |
| 5,844,440 |
| 2,663,381 |
| 2,950,600 |
| 66,183 |
| — |
| (64,222,114) |
| (17,303) |
| 11,507,301 |
Cost of sales | (62,020,188) |
| (4,856,992) |
| (2,025,135) |
| (1,829,015) |
| (5,004) |
| — |
| 62,020,188 |
| 17,303 |
| (8,698,843) |
Gross profit | 2,201,926 |
| 987,448 |
| 638,246 |
| 1,121,585 |
| 61,179 |
| — |
| (2,201,926) |
| — |
| 2,808,458 |
Selling expenses | (1,432,024) |
| (44,150) |
| (323,088) |
| (8,884) |
| (2,494) |
| — |
| 1,432,024 |
| — |
| (378,616) |
General and administrative expenses | (574,738) |
| (235,989) |
| (109,507) |
| (121,927) |
| (26,243) |
| (70,313) |
| 574,738 |
| — |
| (563,979) |
Other income (expenses), net | (615,338) |
| (29,193) |
| 3,212 |
| (8,905) |
| (1,869) |
| (27,101) |
| 615,338 |
| — |
| (63,856) |
Interest in earnings of associates | (39,224) |
| 85,653 |
| — |
| 11,556 |
| 16,675 |
| 855,024 |
| 39,224 |
| (714,256) |
| 254,652 |
Interest in earnings of joint venture | — |
| — |
| — |
| — |
| — |
| (414,885) |
| — |
| — |
| (414,885) |
Finance results, net | (1,165,218) |
| (117,152) |
| (35,936) |
| (611,729) |
| 11,434 |
| (884,668) |
| 1,165,218 |
| — |
| (1,638,051) |
Finance expense | (864,256) |
| (308,028) |
| (38,884) |
| (354,572) |
| 2,186 |
| (500,344) |
| 864,256 |
| — |
| (1,199,642) |
Finance income | 262,070 |
| 23,329 |
| 28,741 |
| 293,564 |
| 5,092 |
| 75,059 |
| (262,070) |
| — |
| 425,785 |
Foreign exchange, net | (481,974) |
| (64,987) |
| (23,543) |
| (173,852) |
| 4,156 |
| (314,284) |
| 481,974 |
| — |
| (572,510) |
Derivatives | (81,058) |
| 232,534 |
| (2,250) |
| (376,869) |
| — |
| (145,099) |
| 81,058 |
| — |
| (291,684) |
Income tax (expense)benefit | 655,421 |
| (80,638) |
| 63,069 |
| (72,559) |
| (7,114) |
| 347,365 |
| (655,421) |
| — |
| 250,123 |
Profit for the period | (969,195) |
| 565,979 |
| 235,996 |
| 309,137 |
| 51,568 |
| (194,578) |
| 969,195 |
| (714,256) |
| 253,846 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | (915,675) |
| 421,610 |
| 165,215 |
| 93,150 |
| 34,276 |
| (194,578) |
| 915,675 |
| (721,580) |
| (201,907) |
Non-controlling interests | (53,520) |
| 144,369 |
| 70,781 |
| 215,987 |
| 17,292 |
| — |
| 53,520 |
| 7,324 |
| 455,753 |
| (969,195) |
| 565,979 |
| 235,996 |
| 309,137 |
| 51,568 |
| (194,578) |
| 969,195 |
| (714,256) |
| 253,846 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 2,881,156 |
| 202,104 |
| 36,522 |
| 435,812 |
| 1,470 |
| 3,138 |
| (2,881,156) |
| 1 |
| 679,047 |
EBITDA | 2,421,758 |
| 965,873 |
| 245,385 |
| 1,429,237 |
| 48,718 |
| 345,863 |
| (2,421,758) |
| (714,255) |
| 2,320,821 |
Additions to PP&E, intangible and contracts assets | 1,922,276 |
| 417,825 |
| 42,764 |
| 606,924 |
| 7,520 |
| 285 |
| (1,922,276) |
| — |
| 1,075,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period | (969,195) |
| 565,979 |
| 235,996 |
| 309,137 |
| 51,568 |
| (194,578) |
| 969,195 |
| (714,256) |
| 253,846 |
Income tax and (expense) benefit | (655,421) |
| 80,638 |
| (63,069) |
| 72,559 |
| 7,114 |
| (347,365) |
| 655,421 |
| — |
| (250,123) |
Finance results, net | 1,165,218 |
| 117,152 |
| 35,936 |
| 611,729 |
| (11,434) |
| 884,668 |
| (1,165,218) |
| — |
| 1,638,051 |
Depreciation and amortization | 2,881,156 |
| 202,104 |
| 36,522 |
| 435,812 |
| 1,470 |
| 3,138 |
| (2,881,156) |
| 1 |
| 679,047 |
EBITDA | 2,421,758 |
| 965,873 |
| 245,385 |
| 1,429,237 |
| 48,718 |
| 345,863 |
| (2,421,758) |
| (714,255) |
| 2,320,821 |
(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$)
| January 1, 2022 to September 30, 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 | 195,375,824 |
| 18,626,438 |
| 7,930,411 |
| 8,075,580 |
| 207,707 |
| — |
| (195,375,824) |
| (45,600) |
| 34,794,536 |
Domestic market (i) | 195,375,824 |
| 18,626,438 |
| 7,432,575 |
| 7,848,050 |
| 207,707 |
| — |
| (195,375,824) |
| (45,600) |
| 34,069,170 |
External market (i) | — |
| — |
| 497,836 |
| 227,530 |
| — |
| — |
| — |
| — |
| 725,366 |
Net sales | 183,941,704 |
| 14,746,639 |
| 6,461,114 |
| 7,621,593 |
| 199,527 |
| — |
| (183,941,704) |
| (45,600) |
| 28,983,273 |
Cost of sales | (176,745,172) |
| (12,155,714) |
| (4,979,370) |
| (5,060,460) |
| (17,015) |
| — |
| 176,745,172 |
| 45,600 |
| (22,166,959) |
Gross profit | 7,196,532 |
| 2,590,925 |
| 1,481,744 |
| 2,561,133 |
| 182,512 |
| — |
| (7,196,532) |
| — |
| 6,816,314 |
Selling expenses | (3,794,044) |
| (120,754) |
| (665,993) |
| (21,915) |
| (7,364) |
| — |
| 3,794,044 |
| — |
| (816,026) |
General and administrative expenses | (1,817,722) |
| (529,382) |
| (275,186) |
| (325,481) |
| (77,087) |
| (190,432) |
| 1,817,722 |
| — |
| (1,397,568) |
Other income (expenses), net | 255,648 |
| (60,114) |
| 24,299 |
| (93,497) |
| 53,261 |
| 27,579 |
| (255,648) |
| — |
| (48,472) |
Interest in earnings of associates | (99,910) |
| 85,654 |
| — |
| 26,724 |
| 16,618 |
| 1,898,204 |
| 99,910 |
| (1,733,655) |
| 293,545 |
Interest in earnings of joint venture | — |
| — |
| — |
| — |
| — |
| (153,558) |
| — |
| — |
| (153,558) |
Finance results, net | (2,656,906) |
| (267,588) |
| (53,494) |
| (1,704,015) |
| 7,065 |
| (2,111,217) |
| 2,656,906 |
| — |
| (4,129,249) |
Finance expense | (1,638,692) |
| (959,440) |
| (59,185) |
| (880,294) |
| 5,430 |
| (787,895) |
| 1,638,692 |
| — |
| (2,681,384) |
Finance income | 597,360 |
| 663,623 |
| 53,326 |
| 810,432 |
| 5,923 |
| 205,994 |
| (597,360) |
| — |
| 1,739,298 |
Foreign exchange, net | 417,242 |
| 36,359 |
| (5,795) |
| 184,526 |
| (4,288) |
| 293,269 |
| (417,242) |
| — |
| 504,071 |
Derivatives | (2,032,816) |
| (8,130) |
| (41,840) |
| (1,818,679) |
| — |
| (1,822,585) |
| 2,032,816 |
| — |
| (3,691,234) |
Income tax (expense)benefit | 774,370 |
| (237,713) |
| 12,357 |
| (171,934) |
| (22,543) |
| 736,397 |
| (774,370) |
| — |
| 316,564 |
Profit for the period | (142,032) |
| 1,461,028 |
| 523,727 |
| 271,015 |
| 152,462 |
| 206,973 |
| 142,032 |
| (1,733,655) |
| 881,550 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | (207,968) |
| 1,104,158 |
| 366,680 |
| 83,206 |
| 86,105 |
| 206,978 |
| 207,968 |
| (1,664,136) |
| 182,990 |
Non-controlling interests | 65,936 |
| 356,870 |
| 157,047 |
| 187,809 |
| 66,358 |
| (5) |
| (65,936) |
| (69,519) |
| 698,560 |
| (142,032) |
| 1,461,028 |
| 523,727 |
| 271,015 |
| 152,462 |
| 206,973 |
| 142,032 |
| (1,733,655) |
| 881,550 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 7,182,686 |
| 580,119 |
| 86,026 |
| 1,482,133 |
| 3,959 |
| 10,514 |
| (7,182,686) |
| — |
| 2,162,751 |
EBITDA | 8,923,190 |
| 2,546,448 |
| 650,890 |
| 3,629,097 |
| 171,899 |
| 1,592,307 |
| (8,923,190) |
| (1,733,655) |
| 6,856,986 |
Additions to PP&E, intangible and contract assets | 6,549,352 |
| 1,179,488 |
| 66,743 |
| 1,977,274 |
| 22,303 |
| 1,168 |
| (6,549,352) |
| — |
| 3,246,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period | (142,032) |
| 1,461,028 |
| 523,727 |
| 271,015 |
| 152,462 |
| 206,973 |
| 142,032 |
| (1,733,655) |
| 881,550 |
Income tax and (expense) benefit | (774,370) |
| 237,713 |
| (12,357) |
| 171,934 |
| 22,543 |
| (736,397) |
| 774,370 |
| — |
| (316,564) |
Finance results, net | 2,656,906 |
| 267,588 |
| 53,494 |
| 1,704,015 |
| (7,065) |
| 2,111,217 |
| (2,656,906) |
| — |
| 4,129,249 |
Depreciation and amortization | 7,182,686 |
| 580,119 |
| 86,026 |
| 1,482,133 |
| 3,959 |
| 10,514 |
| (7,182,686) |
| — |
| 2,162,751 |
EBITDA | 8,923,190 |
| 2,546,448 |
| 650,890 |
| 3,629,097 |
| 171,899 |
| 1,592,307 |
| (8,923,190) |
| (1,733,655) |
| 6,856,986 |
(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$)
| July 1, 2021 to September 30, 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 | 51,939,174 |
| 4,243,139 |
| 2,042,450 |
| 2,108,555 |
| 2,139 |
| (51,939,174) |
| (9,820) |
| 8,386,463 |
Domestic market (i) | 51,939,174 |
| 4,243,139 |
| 1,864,602 |
| 2,012,293 |
| 2,139 |
| (51,939,174) |
| (9,820) |
| 8,112,353 |
External market (i) | — |
| — |
| 177,848 |
| 96,262 |
| — |
| — |
| — |
| 274,110 |
Net sales | 48,324,180 |
| 3,315,562 |
| 1,617,204 |
| 1,965,570 |
| 1,955 |
| (48,324,180) |
| (9,820) |
| 6,890,471 |
Cost of sales | (45,742,762) |
| (2,434,144) |
| (1,284,284) |
| (1,389,276) |
| (1,367) |
| 45,742,762 |
| 9,820 |
| (5,099,251) |
Gross profit | 2,581,418 |
| 881,418 |
| 332,920 |
| 576,294 |
| 588 |
| (2,581,418) |
| — |
| 1,791,220 |
Selling expenses | (1,055,290) |
| (29,649) |
| (137,088) |
| (10,281) |
| (1,901) |
| 1,055,290 |
| — |
| (178,919) |
General and administrative expenses | (510,162) |
| (113,656) |
| (66,226) |
| (126,561) |
| (100,734) |
| 510,162 |
| — |
| (407,177) |
Other income (expenses), net | 202,278 |
| (10,843) |
| 4,831 |
| (10,936) |
| (27,159) |
| (202,278) |
| — |
| (44,107) |
Interest in earnings of associates | (16,750) |
| — |
| — |
| 7,829 |
| 677,057 |
| 16,750 |
| (669,309) |
| 15,577 |
Interest in earnings of joint venture | — |
| — |
| — |
| — |
| 3,321,519 |
| — |
| — |
| 3,321,519 |
Finance results, net | (560,782) |
| (84,999) |
| (7,008) |
| (358,922) |
| (606,467) |
| 560,782 |
| — |
| (1,057,396) |
Finance expense | (409,514) |
| (196,789) |
| (1,906) |
| (54,062) |
| (375,758) |
| 409,514 |
| — |
| (628,515) |
Finance income | 152,790 |
| 194,578 |
| 6,828 |
| 127,698 |
| 18,662 |
| (152,790) |
| — |
| 347,766 |
Foreign exchange, net | (1,048,448) |
| (60,697) |
| (24,088) |
| (486,445) |
| (845,628) |
| 1,048,448 |
| — |
| (1,416,858) |
Derivatives | 744,390 |
| (22,091) |
| 12,158 |
| 53,887 |
| 596,257 |
| (744,390) |
| — |
| 640,211 |
Income tax (expense)benefit | 45,978 |
| (12,337) |
| (44,249) |
| (26,746) |
| 635 |
| (45,978) |
| — |
| (82,697) |
Profit for the period | 686,690 |
| 629,934 |
| 83,180 |
| 50,677 |
| 3,263,538 |
| (686,690) |
| (669,309) |
| 3,358,020 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | 668,468 |
| 595,879 |
| 58,014 |
| 15,419 |
| 3,264,678 |
| (668,468) |
| (669,309) |
| 3,264,681 |
Non-controlling interests | 18,222 |
| 34,055 |
| 25,166 |
| 35,258 |
| (1,140) |
| (18,222) |
| — |
| 93,339 |
| 686,690 |
| 629,934 |
| 83,180 |
| 50,677 |
| 3,263,538 |
| (686,690) |
| (669,309) |
| 3,358,020 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 1,873,628 |
| 143,512 |
| 22,183 |
| 466,813 |
| 4,486 |
| (1,873,628) |
| — |
| 636,994 |
EBITDA | 3,075,122 |
| 870,782 |
| 156,620 |
| 903,158 |
| 3,873,856 |
| (3,075,122) |
| (669,309) |
| 5,135,107 |
Additions to PP&E, intangible and contract assets | 1,299,936 |
| 308,035 |
| 10,306 |
| 774,459 |
| 2,314 |
| (1,299,936) |
| — |
| 1,095,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period | 686,690 |
| 629,934 |
| 83,180 |
| 50,677 |
| 3,263,538 |
| (686,690) |
| (669,309) |
| 3,358,020 |
Income tax and (expense) benefit | (45,978) |
| 12,337 |
| 44,249 |
| 26,746 |
| (635) |
| 45,978 |
| — |
| 82,697 |
Finance results, net | 560,782 |
| 84,999 |
| 7,008 |
| 358,922 |
| 606,467 |
| (560,782) |
| — |
| 1,057,396 |
Depreciation and amortization | 1,873,628 |
| 143,512 |
| 22,183 |
| 466,813 |
| 4,486 |
| (1,873,628) |
| — |
| 636,994 |
EBITDA | 3,075,122 |
| 870,782 |
| 156,620 |
| 903,158 |
| 3,873,856 |
| (3,075,122) |
| (669,309) |
| 5,135,107 |
(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$)
| January 1, 2021 to September 30, 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 | 129,512,460 |
| 11,109,908 |
| 5,674,376 |
| 5,276,432 |
| 3,511 |
| (129,512,460) |
| (35,600) |
| 22,028,627 |
Domestic market (i) | 129,512,460 |
| 11,109,908 |
| 5,173,139 |
| 5,028,918 |
| 3,511 |
| (129,512,460) |
| (35,600) |
| 21,279,876 |
External market (i) | — |
| — |
| 501,237 |
| 247,514 |
| — |
| — |
| — |
| 748,751 |
Net sales | 119,674,028 |
| 8,712,761 |
| 4,510,089 |
| 4,966,814 |
| 3,207 |
| (119,674,028) |
| (35,600) |
| 18,157,271 |
Cost of sales | (112,091,858) |
| (6,958,004) |
| (3,509,452) |
| (3,234,213) |
| (2,781) |
| 112,091,858 |
| 35,600 |
| (13,668,850) |
Gross profit | 7,582,170 |
| 1,754,757 |
| 1,000,637 |
| 1,732,601 |
| 426 |
| (7,582,170) |
| — |
| 4,488,421 |
Selling expenses | (2,784,874) |
| (88,027) |
| (402,840) |
| (22,832) |
| (4,626) |
| 2,784,874 |
| — |
| (518,325) |
General and administrative expenses | (1,233,910) |
| (305,998) |
| (191,830) |
| (271,516) |
| (219,524) |
| 1,233,910 |
| — |
| (988,868) |
Other income (expenses), net | 601,654 |
| 220,364 |
| 13,714 |
| (3,774) |
| (24,939) |
| (601,654) |
| — |
| 205,365 |
Interest in earnings of associates | (27,468) |
| — |
| — |
| 10,555 |
| 1,686,239 |
| 27,468 |
| (1,664,398) |
| 32,396 |
Interest in earnings of joint venture | — |
| — |
| — |
| — |
| 4,001,118 |
| — |
| — |
| 4,001,118 |
Finance results, net | (1,379,630) |
| (136,023) |
| (32,184) |
| (885,584) |
| (600,257) |
| 1,379,630 |
| — |
| (1,654,048) |
Finance expense | (941,302) |
| (598,931) |
| (38,057) |
| (608,614) |
| (615,098) |
| 941,302 |
| — |
| (1,860,700) |
Finance income | 424,390 |
| 518,035 |
| 42,344 |
| 201,025 |
| 14,847 |
| (424,390) |
| — |
| 776,251 |
Foreign exchange, net | (713,384) |
| (33,036) |
| (47,210) |
| 115,687 |
| (212,570) |
| 713,384 |
| — |
| (177,129) |
Derivatives | (149,334) |
| (22,091) |
| 10,739 |
| (593,682) |
| 212,564 |
| 149,334 |
| — |
| (392,470) |
Income tax (expense)benefit | (778,658) |
| (22,805) |
| (149,365) |
| (136,571) |
| 4,083 |
| 778,658 |
| — |
| (304,658) |
Profit for the period | 1,979,284 |
| 1,422,268 |
| 238,132 |
| 422,879 |
| 4,842,520 |
| (1,979,284) |
| (1,664,398) |
| 5,261,401 |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company | 2,029,720 |
| 1,371,763 |
| 165,348 |
| 127,291 |
| 4,845,841 |
| (2,029,720) |
| (1,664,398) |
| 4,845,845 |
Non-controlling interests | (50,436) |
| 50,505 |
| 72,784 |
| 295,588 |
| (3,321) |
| 50,436 |
| — |
| 415,556 |
| 1,979,284 |
| 1,422,268 |
| 238,132 |
| 422,879 |
| 4,842,520 |
| (1,979,284) |
| (1,664,398) |
| 5,261,401 |
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 4,479,930 |
| 411,859 |
| 73,435 |
| 1,067,506 |
| 11,723 |
| (4,479,930) |
| — |
| 1,564,523 |
EBITDA | 8,617,502 |
| 1,992,955 |
| 493,116 |
| 2,512,540 |
| 5,450,417 |
| (8,617,502) |
| (1,664,398) |
| 8,784,630 |
Additions to PP&E, intangible and contract assets | 3,529,974 |
| 813,407 |
| 24,385 |
| 2,044,967 |
| 4,887 |
| (3,529,974) |
| — |
| 2,887,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period | 1,979,284 |
| 1,422,268 |
| 238,132 |
| 422,879 |
| 4,842,520 |
| (1,979,284) |
| (1,664,398) |
| 5,261,401 |
Income tax and (expense) benefit | 778,658 |
| 22,805 |
| 149,365 |
| 136,571 |
| (4,083) |
| (778,658) |
| — |
| 304,658 |
Finance results, net | 1,379,630 |
| 136,023 |
| 32,184 |
| 885,584 |
| 600,257 |
| (1,379,630) |
| — |
| 1,654,048 |
Depreciation and amortization | 4,479,930 |
| 411,859 |
| 73,435 |
| 1,067,506 |
| 11,723 |
| (4,479,930) |
| — |
| 1,564,523 |
EBITDA | 8,617,502 |
| 1,992,955 |
| 493,116 |
| 2,512,540 |
| 5,450,417 |
| (8,617,502) |
| (1,664,398) |
| 8,784,630 |
(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$)
| September 30, 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 | 6,655,462 |
| 4,032,442 |
| 1,163,338 |
| 6,588,742 |
| 133,648 |
| 3,568,933 |
| (6,655,462) |
| — |
| 15,487,103 |
Marketable securities | 116,490 |
| 868,627 |
| 362,894 |
| 863,091 |
| 157,650 |
| 6,876,755 |
| (116,490) |
| — |
| 9,129,017 |
Trade receivables | 9,069,452 |
| 2,256,259 |
| 1,199,091 |
| 654,671 |
| 189,332 |
| — |
| (9,069,452) |
| — |
| 4,299,353 |
Derivative financial instruments - assets | 7,801,720 |
| 226,816 |
| 1,274 |
| 883,857 |
| — |
| 1,514,512 |
| (7,801,720) |
| — |
| 2,626,459 |
Inventories | 17,464,414 |
| 129,414 |
| 1,498,311 |
| 219,465 |
| 69 |
| 1 |
| (17,464,414) |
| — |
| 1,847,260 |
Sectorial financial assets | — |
| 458,974 |
| — |
| — |
| — |
| — |
| — |
| — |
| 458,974 |
Other financial assets | 276,052 |
| — |
| 661 |
| — |
| — |
| 91,715 |
| (276,052) |
| — |
| 92,376 |
Other current assets | 10,900,178 |
| 1,121,116 |
| 377,134 |
| 1,793,273 |
| 186,376 |
| 1,426,974 |
| (10,900,178) |
| (806,104) |
| 4,098,769 |
Other non-current assets | 8,522,270 |
| 982,538 |
| 289,602 |
| 3,305,504 |
| 833 |
| 2,935,430 |
| (8,522,270) |
| (253,928) |
| 7,259,979 |
Investments in associates | — |
| 2,542,385 |
| — |
| 79,157 |
| 66,585 |
| 16,581,912 |
| — |
| (16,021,661) |
| 3,248,378 |
Investments in joint venture | 1,385,362 |
| — |
| — |
| — |
| — |
| 11,500,529 |
| (1,385,362) |
| — |
| 11,500,529 |
Biological assets | 2,174,944 |
| — |
| — |
| — |
| — |
| — |
| (2,174,944) |
| — |
| — |
Investment properties | — |
| — |
| — |
| — |
| 3,935,653 |
| — |
| — |
| — |
| 3,935,653 |
Contract assets | 3,186,162 |
| 976,072 |
| 13,573 |
| 1 |
| — |
| — |
| (3,186,162) |
| — |
| 989,646 |
Right-of-use assets | 9,590,840 |
| 81,569 |
| 180,930 |
| 7,798,881 |
| 3,888 |
| 21,341 |
| (9,590,840) |
| — |
| 8,086,609 |
Property, plant and equipment | 24,132,996 |
| 566,212 |
| 851,338 |
| 16,526,906 |
| 380,086 |
| 60,567 |
| (24,132,996) |
| — |
| 18,385,109 |
Intangible assets and goodwill | 9,303,516 |
| 11,818,228 |
| 2,751,606 |
| 6,804,971 |
| 454,311 |
| 1,722 |
| (9,303,516) |
| — |
| 21,830,838 |
Loans, borrowings and debentures | (34,607,424) |
| (8,010,842) |
| (3,181,416) |
| (16,780,954) |
| — |
| (23,750,113) |
| 34,607,424 |
| — |
| (51,723,325) |
Derivative financial instruments - liabilities | (6,140,692) |
| (238,102) |
| (16,477) |
| (1,197,095) |
| — |
| (306,754) |
| 6,140,692 |
| — |
| (1,758,428) |
Trade payables | (17,301,732) |
| (2,017,112) |
| (1,755,187) |
| (578,642) |
| (1,368) |
| (23,244) |
| 17,301,732 |
| — |
| (4,375,553) |
Employee benefits payable | (939,228) |
| (161,508) |
| (96,853) |
| (264,924) |
| (6,301) |
| (48,828) |
| 939,228 |
| — |
| (578,414) |
Sectorial financial liabilities | — |
| (1,589,318) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,589,318) |
Other current liabilities | (6,228,094) |
| (983,894) |
| (412,872) |
| (1,713,835) |
| (282,658) |
| (1,794,935) |
| 6,228,094 |
| 52,573 |
| (5,135,621) |
Leases | (10,407,918) |
| (73,968) |
| (176,205) |
| (3,274,130) |
| (3,993) |
| (28,624) |
| 10,407,918 |
| — |
| (3,556,920) |
Other non-current liabilities | (8,216,984) |
| (3,353,372) |
| (420,013) |
| (6,419,238) |
| (276,234) |
| (2,659,346) |
| 8,216,984 |
| 1,003,412 |
| (12,124,791) |
Total assets (net of liabilities) allocated by segment | 26,737,786 |
| 9,632,536 |
| 2,630,729 |
| 15,289,701 |
| 4,937,877 |
| 15,968,547 |
| (26,737,786) |
| (16,025,708) |
| 32,433,682 |
Total assets | 110,579,858 |
| 26,060,652 |
| 8,689,752 |
| 45,518,519 |
| 5,508,431 |
| 44,580,391 |
| (110,579,858) |
| (17,081,693) |
| 113,276,052 |
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company | 24,850,344 |
| 7,533,196 |
| 2,629,997 |
| 15,061,024 |
| 2,978,446 |
| 15,968,547 |
| (24,850,344) |
| (28,202,658) |
| 15,968,552 |
Non-controlling interests | 1,887,442 |
| 2,099,340 |
| 732 |
| 228,677 |
| 1,959,431 |
| — |
| (1,887,442) |
| 12,176,950 |
| 16,465,130 |
Total shareholders' equity | 26,737,786 |
| 9,632,536 |
| 2,630,729 |
| 15,289,701 |
| 4,937,877 |
| 15,968,547 |
| (26,737,786) |
| (16,025,708) |
| 32,433,682 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| 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$)
4.1 Net revenue by segment
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Reported segment |
|
|
|
|
| ||
|
|
|
|
|
| ||
Raízen |
|
|
|
|
| ||
Ethanol | 7,353,646 |
| 21,440,624 |
| 7,985,640 | 18,559,465 | |
Sugar | 7,471,952 |
| 17,124,240 |
| 2,356,692 | 8,784,506 | |
Gas | 16,063,070 |
| 50,063,241 |
| 14,802,193 | 36,519,830 | |
Diesel | 29,263,615 |
| 80,920,987 |
| 18,897,550 | 48,592,870 | |
Cogeneration | 1,330,872 |
| 2,827,998 |
| 1,932,298 | 2,749,881 | |
Other | 2,738,959 |
| 11,564,614 |
| 2,349,807 | 4,467,476 | |
| 64,222,114 |
| 183,941,704 |
| 48,324,180 | 119,674,028 | |
|
|
|
|
| |||
Natural gas distribution |
|
|
|
|
| ||
Industrial | 4,044,571 |
| 9,914,098 |
| 1,978,970 | 5,171,900 | |
Residential | 603,121 |
| 1,554,189 |
| 484,365 | 1,189,394 | |
Cogeneration | 238,087 |
| 712,405 |
| 177,944 | 455,774 | |
Automotive | 252,155 |
| 755,529 |
| 99,438 | 235,530 | |
Commercial | 210,049 |
| 564,430 |
| 126,070 | 310,449 | |
Construction revenue | 330,300 |
| 798,360 |
| 227,262 | 669,760 | |
Other | 105,338 |
| 271,784 |
| 83,829 | 141,621 | |
| 5,783,621 |
| 14,570,795 |
| 3,177,878 | 8,174,428 | |
Electricity trading | 60,819 |
| 175,844 |
| 137,684 | 538,333 | |
Gas and Energy | 5,844,440 |
| 14,746,639 |
| 3,315,562 | 8,712,761 | |
|
|
|
| ||||
Moove |
|
|
|
|
| ||
Finished goods | 2,390,915 |
| 5,835,194 |
| 1,234,031 | 3,768,837 | |
Base oil | 160,316 |
| 410,922 |
| 106,030 | 393,575 | |
Services | 112,150 |
| 214,998 |
| 277,143 | 347,677 | |
| 2,663,381 |
| 6,461,114 |
| 1,617,204 |
| 4,510,089 |
|
|
|
|
|
| ||
Logistics |
|
|
|
|
| ||
North operations | 2,299,074 |
| 5,988,513 |
| 1,448,390 | 3,658,443 | |
South operations | 519,477 |
| 1,301,062 |
| 428,825 | 1,111,147 | |
Container operations | 132,049 |
| 332,018 |
| 88,355 | 197,224 | |
| 2,950,600 |
| 7,621,593 |
| 1,965,570 |
| 4,966,814 |
|
|
|
|
|
| ||
Cosan Investments |
|
|
|
| |||
Lease and sale of properties | 62,507 |
| 191,791 |
| — | — | |
Digital platforms | 815 |
| 2,326 |
| — | — | |
Logistical services | 2,861 |
| 5,410 |
| — | — | |
| 66,183 |
| 199,527 |
| — |
| — |
|
|
|
|
|
| ||
Reconciliation |
|
|
|
|
| ||
Cosan Corporate | — |
| — |
| 1,955 | 3,207 | |
Deconsolidated effects and eliminations | (64,239,417) |
| (183,987,304) |
| (48,334,000) |
| (119,709,628) |
Total | 11,507,301 |
| 28,983,273 |
| 6,890,471 |
| 18,157,271 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5 Financial assets and liabilities
Financial assets and liabilities are as following:
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 7,849 |
| 683,036 |
| 667,297 |
| 1,680,328 |
Marketable securities | 5.2 |
| 387,085 |
| 893,087 |
| 2,639,395 |
| 4,388,007 |
Other financial assets | 5.4 |
| — |
| — |
| 92,376 |
| 320,193 |
Derivate financial instruments | 5.10 |
| 1,473,484 |
| 2,562,856 |
| 2,626,459 |
| 4,732,926 |
|
|
| 1,868,418 |
| 4,138,979 |
| 6,025,527 |
| 11,121,454 |
Fair value through comprehensive income |
|
|
|
|
|
|
|
|
|
Marketable securities | 5.2 |
| — |
| — |
| 6,489,622 |
| — |
|
|
| — |
| — |
| 6,489,622 |
| — |
Amortized cost |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.1 |
| 2,394,058 |
| 1,035,041 |
| 14,819,806 |
| 14,493,802 |
Trade receivables | 5.3 |
| — |
| — |
| 4,299,353 |
| 2,745,853 |
Restricted cash | 5.2 |
| 33,953 |
| 31,181 |
| 118,969 |
| 58,990 |
Receivables from related parties | 5.5 |
| 553,473 |
| 529,364 |
| 491,411 |
| 416,491 |
Sector financial assets | 5.9 |
| — |
| — |
| 458,974 |
| 558,310 |
Dividends receivable | 17 |
| 423,384 |
| 540,091 |
| 320,198 |
| 519,965 |
|
|
| 3,404,868 |
| 2,135,677 |
| 20,508,711 |
| 18,793,411 |
Total |
|
| 5,273,286 |
| 6,274,656 |
| 33,023,860 |
| 29,914,865 |
Liabilities |
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (13,375,347) |
| (8,164,256) |
| (30,187,044) |
| (25,444,437) |
Trade payables | 5.7 |
| (23,194) |
| (4,506) |
| (4,375,553) |
| (3,253,504) |
Consideration payable |
|
| — |
| — |
| (219,304) |
| (234,960) |
Other financial liabilities (i) |
|
| — |
| — |
| (1,041,326) |
| (726,423) |
Lease liabilities | 5.8 |
| (28,625) |
| (40,047) |
| (3,556,920) |
| (3,267,678) |
Railroad concession payable | 13 |
| — |
| — |
| (3,185,464) |
| (3,054,248) |
Payables to related parties | 5.5 |
| (10,587,110) |
| (7,700,429) |
| (373,682) |
| (287,609) |
Dividends payable | 17 |
| (671) |
| (754,282) |
| (197,213) |
| (799,634) |
Sector financial liabilities | 5.9 |
| — |
| — |
| (1,589,318) |
| (1,372,283) |
Tax installments - REFIS | 14 |
| (199,948) |
| (194,228) |
| (206,635) |
| (200,664) |
|
|
| (24,214,895) |
| (16,857,748) |
| (44,932,459) |
| (38,641,440) |
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| — |
| — |
| (21,536,281) |
| (20,214,600) |
Derivative financial instruments | 5.10 |
| (306,755) |
| (141,480) |
| (1,758,428) |
| (1,076,161) |
|
|
| (306,755) |
| (141,480) |
| (23,294,709) |
| (21,290,761) |
Total |
|
| (24,521,650) |
| (16,999,228) |
| (68,227,168) |
| (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 September 30, 2022, the balance anticipated by our suppliers with financial institutions was R$920,444 (R$576,786 as of December 31, 2021). These operations had Banco Itaú and Banco Bradesco as counterparties, at an average rate of 14.50% p.a. (10.60% p.a. on December 31, 2021). The average term of these operations, which are recorded at present value at the afore mentioned rate, is around 108 days (90 days in December 2021). |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.1 Cash and cash equivalents
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Cash and bank accounts | 110 |
| 258 |
| 253,631 |
| 98,116 |
Savings account | 252,186 |
| 525,249 |
| 1,441,336 |
| 2,594,723 |
Financial investments | 2,149,611 |
| 1,192,570 |
| 13,792,136 |
| 13,481,291 |
| 2,401,907 |
| 1,718,077 |
| 15,487,103 |
| 16,174,130 |
Financial investments include the following:
|
| Parent company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Investment fund |
|
|
|
|
|
|
|
|
Repurchase agreements |
| 7,849 |
| 683,036 |
| 646,374 |
| 1,680,328 |
Bank deposits certificates |
| — |
| — |
| 20,923 |
| — |
|
| 7,849 |
| 683,036 |
| 667,297 |
| 1,680,328 |
Bank investments |
|
|
|
|
|
|
|
|
Repurchase agreements |
| — |
| — |
| 1,077,021 |
| 974,494 |
Bank deposits certificates |
| 2,141,103 |
| 509,376 |
| 11,841,767 |
| 8,744,999 |
Other |
| 659 |
| 158 |
| 206,051 |
| 2,081,470 |
|
| 2,141,762 |
| 509,534 |
| 13,124,839 |
| 11,800,963 |
|
| 2,149,611 |
| 1,192,570 |
| 13,792,136 |
| 13,481,291 |
The Company's onshore financial investments are remunerated at rates around 100% of the Brazilian interbank offer rate (Certificado de Depósito Interbancário, or “CDI”), on September 30, 2022 (100% of the CDI on December 31, 2021 ). The sensitivity analysis of interest rate risks is in note 5.12.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.2 Marketable securities and restricted cash
Accounting policy Upon initial recognition, the Company irrevocably chose to classify its financial instruments traded on the securities market at fair value through other comprehensive income. Gains and losses on these financial assets are never reclassified to income. Dividends are recognized as other income in the income statement when the right is constituted, except when the Company benefits from these dividends as part of the recovery of part of the cost of the financial asset, in which case these gains are recorded in other comprehensive income. Equity instruments designated at fair value through other comprehensive income are not subject to the impairment test. |
| Parent company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Marketable securities |
|
|
|
|
|
|
|
Government security (i) | 387,085 |
| 893,087 |
| 2,553,577 |
| 4,371,645 |
Bank deposits certificates | — |
| — |
| 1,139 |
| 1,051 |
ESG Funds (ii) | — |
| — |
| 84,678 |
| 15,311 |
Listed equity investments (iii) | — |
| — |
| 6,489,623 |
| — |
| 387,085 |
| 893,087 |
| 9,129,017 |
| 4,388,007 |
Current | 387,085 |
| 893,087 |
| 9,044,339 |
| 4,372,696 |
Non-current | — |
| — |
| 84,678 |
| 15,311 |
Total | 387,085 |
| 893,087 |
| 9,129,017 |
| 4,388,007 |
Restricted cash |
|
|
|
|
|
|
|
Securities pledged as collateral | 33,953 |
| 31,181 |
| 118,969 |
| 58,990 |
| 33,953 |
| 31,181 |
| 118,969 |
| 58,990 |
(i) | Sovereign debt securities declared interest linked to the Special System for Settlement and Custody (Sistema Especial de Liquidação e Custódia or “SELIC”), with a yield of approximately 100% of the CDI; |
(ii) | Subsidiary Cosan Global Limited invests in Fifth Wall Climate Tech Fund and Fifth Wall Ventures SPX, both 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 and other sustainable purposes; |
(iii) | Investment in the acquisition of equity interest in Vale, according to note 1.1.10, measured at fair value on the closing date. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.3 Trade receivables
|
| Consolidated | ||
|
| September 30, 2022 |
| December 31, 2021 |
Domestic - Brazilian reais |
| 3,139,014 |
| 1,810,867 |
Unbilled receivables (i) |
| 1,273,854 |
| 975,588 |
Export – foreign currency |
| 31,538 |
| 74,450 |
|
| 4,444,406 |
| 2,860,905 |
Expected credit losses |
| (145,053) |
| (115,052) |
|
| 4,299,353 |
| 2,745,853 |
Current |
| 4,150,629 |
| 2,580,776 |
Non-current |
| 148,724 |
| 165,077 |
|
| 4,299,353 |
| 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. |
At the subsidiary Comgás on March 10, June 10 and September 10, 2022, Ordinances No. 1,274, 1,294 and 1,329 were approved, respectively, with an average readjustment of 15.60%, 18.02% and -0.13% tariffs for all segments, except residential and commercial.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.4 Other financial assets
The balance of other financial assets is composed as following:
|
| Consolidated | ||
|
| September 30, 2022 |
| December 31, 2021 |
Tellus and Janus shares (i) |
| — |
| 319,727 |
Repurchase of securities |
| 91,715 |
| — |
Other financial assets |
| 661 |
| 466 |
|
| 92,376 |
| 320,193 |
Current |
| 92,376 |
| 466 |
Non-current |
| — |
| 319,727 |
|
| 92,376 |
| 320,193 |
(i) | In July 2022, the Company began the process of restructuring its investment fund structure, which included the Verde Pinho and Violeta Funds, and their respective investments in the group's real estate companies - Cosan Investments segment. In the restructuring, these investments were contributed to Cosan S.A. which now has direct participation. As Radar II Properties Agrícolas S.A., or “Radar II”, (real estate company), formerly controlled by Fundo Verde Pinho, also has an interest in Tellus Brasil Participações S.A. (“Tellus”) and Janus Brasil Participações S.A. (“Janus”) and were measured at fair value through other comprehensive income, and Cosan S.A already held a direct interest in these entities recorded by the equity method, the Company started to reclassify the shares held indirectly in Tellus and Janus for investment in subsidiaries and associates. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.5 Related parties
a) Accounts receivable and payable with related parties
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Current asset |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| 6,198 |
| 10,381 |
| 69,587 |
| 54,199 |
Rumo S.A. |
| 1,692 |
| 3,930 |
| — |
| — |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 14,286 |
| 14,286 |
Cosan Lubrificantes e Especialidades S.A. |
| 9,087 |
| 12,007 |
| — |
| — |
Aguassanta Participações S.A. |
| 2,187 |
| 2,956 |
| 2,187 |
| 2,956 |
Compass Gás e Energia S.A. |
| 1,512 |
| 2,164 |
| — |
| — |
Payly Soluções de Pagamentos S.A. |
| 5,736 |
| 1,078 |
| — |
| — |
Other |
| 1,634 |
| 2,492 |
| 285 |
| 361 |
|
| 28,046 |
| 35,008 |
| 86,345 |
| 71,802 |
Financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| 16,509 |
| 8,978 |
| 16,509 |
| 8,978 |
Ligga S.A. (i) |
| — |
| — |
| 72,874 |
| 17,500 |
Cosan Lubrificantes e Especialidades S.A. |
| 95,028 |
| 91,938 |
| — |
| — |
|
| 111,537 |
| 100,916 |
| 89,383 |
| 26,478 |
Total current assets |
| 139,583 |
| 135,924 |
| 175,728 |
| 98,280 |
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| — |
| — |
| 47,732 |
| 47,732 |
Termag - Terminal Marítimo de Guarujá S.A. |
| — |
| — |
| 53,571 |
| 64,286 |
|
| — |
| — |
| 101,303 |
| 112,018 |
Corporate and financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| 213,889 |
| 205,957 |
| 213,888 |
| 205,958 |
Cosan Lubrificantes e Especialidades S.A. |
| 200,001 |
| 187,483 |
| — |
| — |
Other |
| — |
| — |
| 492 |
| 235 |
|
| 413,890 |
| 393,440 |
| 214,380 |
| 206,193 |
Total non-current assets |
| 413,890 |
| 393,440 |
| 315,683 |
| 318,211 |
Receivables from related parties |
| 553,473 |
| 529,364 |
| 491,411 |
| 416,491 |
(i) | Advance for future capital increase. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| 5,242 |
| 21,173 |
| 310,092 |
| 221,373 |
Rumo S.A. |
| — |
| 295 |
| — |
| — |
Payly Soluções de Pagamentos S.A. |
| — |
| 509 |
| — |
| — |
Other |
| 144 |
| 1,475 |
| 7,561 |
| 6,365 |
|
| 5,386 |
| 23,452 |
| 317,653 |
| 227,738 |
|
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries |
| 52,322 |
| 58,178 |
| 56,029 |
| 59,871 |
Cosan Lubrificantes e Especialidades S.A. |
| — |
| 13,146 |
| — |
| — |
Cosan Overseas Limited |
| 34,935 |
| 36,059 |
| — |
| — |
Cosan Luxembourg S.A. (i) |
| 1,042,380 |
| 131,797 |
| — |
| — |
Aldwych Temple Venture Capital Limited |
| 47,577 |
| 39,975 |
| — |
| — |
|
| 1,177,214 |
| 279,155 |
| 56,029 |
| 59,871 |
Total current liabilities |
| 1,182,600 |
| 302,607 |
| 373,682 |
| 287,609 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
| 642,104 |
| 709,275 |
| — |
| — |
Cosan Luxembourg S.A. (i) |
| 6,040,183 |
| 3,870,077 |
| — |
| — |
Aldwych Temple Venture Capital Limited |
| — |
| 8,688 |
| — |
| — |
Cosan Overseas Limited |
| 2,722,223 |
| 2,809,782 |
| — |
| — |
Total non-current liabilities |
| 9,404,510 |
| 7,397,822 |
| — |
| — |
Payables to related parties |
| 10,587,110 |
| 7,700,429 |
| 373,682 |
| 287,609 |
(i) | Establishment of a loan, resulting from the transfer of the Bond 2029 debt. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Related party transactions
| Parent Company | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Shared (expenses) income |
|
|
|
|
|
|
|
Rumo S.A | 1,155 |
| 3,106 |
| 944 |
| 2,514 |
Cosan Lubrificantes e Especialidades S.A. | 1,072 |
| 2,804 |
| 893 |
| 2,310 |
Payly Soluções de Pagamentos S.A. | 83 |
| 226 |
| 45 |
| 113 |
Compass Gás e Energia S.A. | 1,632 |
| 4,506 |
| 1,070 |
| 1,581 |
Companhia de Gás de São Paulo - COMGÁS | — |
| (1,425) |
| 367 |
| 689 |
Sinlog Tecnologia em Logística S.A. | 45 |
| 107 |
| 45 |
| 113 |
Raízen S.A. and your subsidiaries | (808) |
| (489) |
| (1,222) |
| (3,647) |
| 3,179 |
| 8,835 |
| 2,142 |
| 3,673 |
Financial result |
|
|
|
|
|
|
|
Cosan Luxembourg S.A. | (207,651) |
| (52,932) |
| (335,043) |
| (255,002) |
Cosan Overseas Limited | (140,322) |
| (72,853) |
| (276,311) |
| (289,185) |
Raízen S.A. and your subsidiaries | — |
| (106) |
| 1,271 |
| 3,544 |
Aldwych Temple Venture Capital Limited | (1,624) |
| 1,086 |
| (3,924) |
| 474 |
Other | 2 |
| 12 |
| — |
| 82 |
| (349,595) |
| (124,793) |
| (614,007) |
| (540,087) |
Total | (346,416) |
| (115,958) |
| (611,865) |
| (536,414) |
| Consolidated | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Operating sales |
|
|
|
|
|
|
|
Rumo S.A | — |
| — |
| — |
| 10,636 |
Raízen S.A. and your subsidiaries | 291,907 |
| 703,980 |
| 148,309 |
| 362,046 |
Other | 7,508 |
| 8,188 |
| — |
| — |
| 299,415 |
| 712,168 |
| 148,309 |
| 372,682 |
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
Raízen S.A. and your subsidiaries (i) | (743,183) |
| (1,907,699) |
| (393,272) |
| (835,724) |
Other | (3,592) |
| (4,376) |
| — |
| — |
| (746,775) |
| (1,912,075) |
| (393,272) |
| (835,724) |
Shared (expenses) income |
|
|
|
|
|
|
|
Rumo S.A | — |
| — |
| — |
| 842 |
Sinlog Tecnologia em Logística S.A. | — |
| — |
| 45 |
| 113 |
Raízen S.A. and your subsidiaries | (14,776) |
| (50,187) |
| (21,347) |
| (52,344) |
| (14,776) |
| (50,187) |
| (21,302) |
| (51,389) |
Financial result |
|
|
|
|
|
|
|
Cosan Limited | — |
| — |
| — |
| 168 |
Raízen S.A. and your subsidiaries | — |
| (106) |
| 1,271 |
| 3,539 |
Other | 1 |
| (33) |
| 8 |
| 14 |
| 1 |
| (139) |
| 1,279 |
| 3,721 |
Total | (462,135) |
| (1,250,233) |
| (264,986) |
| (510,710) |
(i) | The amount is related to the sale of fuel to the logistics segment. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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 results of the Parent Company as of September 30, 2022, as follows:
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Short-term benefits to officers and directors | 12,234 |
| 30,155 |
| 4,319 |
| 25,308 |
Share-based payment transactions | 17,906 |
| 44,616 |
| 22,100 |
| 22,545 |
Post-employment benefits | 116 |
| 345 |
| 87 |
| 260 |
| 30,256 |
| 75,116 |
| 26,506 |
| 48,113 |
5.6 Loans, borrowings and debentures
The terms and conditions of outstanding loans are as follows:
|
|
|
| Parent Company |
|
|
|
| ||||
Description |
| Index |
| Annual interest rate |
| September 30, 2022 |
| December 31, 2021 |
| Maturity |
| Objective |
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes Due 2029 (i) |
| Prefixed |
| 0.00% |
| — |
| 4,226,142 |
| Sep-29 |
| Acquisition |
Debentures |
| CDI + 2.65% |
| 16.66% |
| 1,750,133 |
| 1,858,837 |
| Aug-25 |
| Investment |
|
| CDI + 1.65% |
| 15.53% |
| 759,707 |
| 774,215 |
| Aug-28 |
| Working capital |
|
| CDI + 1.50% |
| 15.35% |
| 421,898 |
| — |
| May-28 |
| Working capital |
|
| CDI + 1.90% |
| 15.81% |
| 1,161,980 |
| — |
| May-32 |
| Working capital |
|
| CDI + 2.00% |
| 15.92% |
| 911,977 |
| 930,301 |
| Aug-31 |
| Working capital |
|
| IPCA + 5.75% |
| 11.82% |
| 384,298 |
| 374,761 |
| Aug-31 |
| Working capital |
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial note (ii) |
| CDI + 1.35% |
| 15.18% |
| 7,985,354 |
| - |
| Sep-23 |
| Investment |
Total |
|
|
|
|
| 13,375,347 |
| 8,164,256 |
|
|
|
|
Current |
|
|
|
|
| 8,708,478 |
| 269,793 |
|
|
|
|
Non-current |
|
|
|
|
| 4,666,869 |
| 7,894,463 |
|
|
|
|
(i) | There was a transfer of the debt that was recognized in the Company and migrated to Cosan Luxembourg. Thus, as the respective recognition of the loan agreement between the parties, as presented in note 5.4. |
(ii) | Refers to debts of R$8,000,000 (note 1.1.10) net of funding expenses. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| Interest |
| Consolidated |
|
|
|
| ||||
Description |
| Index |
| Annual interest rate |
| September 30, 2022 |
| December 31, 2021 |
| Maturity |
| Objective |
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| URTJLP |
| 9.09% |
| 2,310,053 |
| 2,598,623 |
| Jul-31 |
| Investment |
|
| Fixed |
| 5.81% |
| 324,560 |
| 461,756 |
| Jan-25 |
| Investment |
|
| Fixed |
| 3.50% |
| 466 |
| 727 |
| Jan-24 |
| Investment |
|
| IPCA + 3.25% |
| 9.18% |
| 1,681,668 |
| 945,663 |
| Apr-29 |
| Investment |
|
| IPCA + 4.10% |
| 10.08% |
| 135,637 |
| 154,843 |
| Apr-29 |
| Investment |
CCB |
| IPCA |
| 6.73% |
| 778,090 |
| 646,624 |
| Jan-48 |
| Investment |
Export credit agreement |
| CDI + 1.03% |
| 13.08% |
| 95,163 |
| 86,707 |
| Feb-23 |
| Investment |
|
| CDI + 2.25% |
| 14.52% |
| 63,320 |
| 60,700 |
| May-26 |
| Investment |
|
| CDI + 2.07% |
| 14.67% |
| 50,467 |
| — |
| Mar-25 |
| Working capital |
|
| CDI + 0.80% |
| 14.56% |
| 343,920 |
| 515,928 |
| Dec-23 |
| Investment |
Resolution 4131 |
| Fixed |
| 3.65% |
| 144,063 |
| 148,932 |
| Nov-22 |
| Working capital |
Debentures |
| CDI + 1.79% |
| 15.68% |
| 782,743 |
| 753,770 |
| Jun-27 |
| Investment |
|
| CDI + 1.30% |
| 15.13% |
| 784,637 |
| 746,725 |
| Oct-27 |
| Investment |
|
| IPCA + 4.77% |
| 10.78% |
| 665,823 |
| 694,898 |
| Jun-31 |
| Investment |
Export credit agreement |
| Euribor + 0.58% |
| 1.94% |
| 63,543 |
| 95,460 |
| Sep-26 |
| Investment |
|
| IPCA + 4.10% |
| 18.47% |
| 73,490 |
| — |
| Jan-30 |
| Investment |
Commercial note |
| CDI + 1.35% |
| 15.18% |
| 7,985,354 |
| — |
| Sep-23 |
| Investment |
|
|
|
|
|
| 16,282,997 |
| 7,911,356 |
|
|
|
|
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign loan |
| Fixed |
| 1.40% |
| 30,247 |
| 37,674 |
| Nov-22 |
| Working capital |
|
| 6M Libor + 1.50% |
| 3.72% |
| 212,910 |
| 263,501 |
| Dec-22 |
| Acquisition |
|
| Prefixed |
| 0.00% |
| — |
| 857 |
| Sep-22 |
| Investment |
|
| Prefixed |
| 1.90% |
| 121,096 |
| 150,649 |
| Dec-23 |
| Investment |
Resolution 4131 |
| Prefixed |
| 5.50% |
| 45,956 |
| — |
| May-23 |
| Investment |
|
| Prefixed |
| 3.67% |
| 405,449 |
| 438,823 |
| May-23 |
| Investment |
|
| Prefixed |
| 2.13% |
| 1,007,192 |
| — |
| Feb-25 |
| Investment |
|
| Prefixed |
| 1.36% |
| 380,088 |
| 414,378 |
| Feb-24 |
| Investment |
Perpetual Notes |
| Prefixed |
| 8.25% |
| 2,737,373 |
| 2,825,420 |
| Nov-40 |
| Acquisition |
Senior Notes Due 2023 |
| Prefixed |
| 0.00% |
| — |
| 685,550 |
| Mar-23 |
| Acquisition |
Senior Notes Due 2025 |
| Prefixed |
| 0.00% |
| — |
| 2,981,335 |
| Jan-22 |
| Acquisition |
Senior Notes Due 2027 |
| Prefixed |
| 7.00% |
| 3,597,745 |
| 4,305,928 |
| Jan-27 |
| Acquisition |
Senior Notes Due 2028 |
| Prefixed |
| 5.25% |
| 2,210,725 |
| 2,700,621 |
| Jan-28 |
| Acquisition |
Senior Notes Due 2029 |
| Prefixed |
| 5.50% |
| 4,039,648 |
| 4,226,142 |
| Sep-29 |
| Acquisition |
Senior Notes Due 2032 |
| Prefixed |
| 4.20% |
| 2,139,718 |
| 2,800,716 |
| Jan-32 |
| Acquisition |
Prepayment |
| 3M Libor + 1.00% |
| 1.59% |
| 108,165 |
| 111,955 |
| Oct-23 |
| Working capital |
|
| 1.27% |
| 1.27% |
| 149,360 |
| 166,355 |
| Jul-23 |
| Working capital |
Debentures |
| IPCA + 4.68% |
| 10.69% |
| 505,604 |
| 543,752 |
| Feb-26 |
| Investment |
|
| IPCA + 4.50% |
| 10.50% |
| 1,524,070 |
| 1,483,873 |
| Feb-29 |
| Investment |
|
| IPCA + 3.60% |
| 9.55% |
| 375,291 |
| 361,862 |
| Dec-30 |
| Working capital |
|
| CDI + 2.65% |
| 16.66% |
| 1,750,133 |
| 1,858,837 |
| Aug-25 |
| Investment |
|
| IPCA + 6.80% |
| 12.93% |
| 923,033 |
| 891,972 |
| Apr-30 |
| Investment |
|
| IPCA + 3.90% |
| 9.86% |
| 1,079,758 |
| 1,018,844 |
| Oct-29 |
| Investment |
|
| IPCA + 5.73% |
| 11.80% |
| 538,819 |
| 505,584 |
| Oct-33 |
| Investment |
|
| IPCA + 4.00% |
| 9.97% |
| 968,320 |
| 952,671 |
| Dec-35 |
| Investment |
|
| IPCA + 4.54% |
| 10.54% |
| 108,770 |
| 126,668 |
| Jun-36 |
| Investment |
|
| IPCA + 7.48% |
| 13.65% |
| 183,057 |
| 165,478 |
| Dec-22 |
| Investment |
|
| IPCA + 7.36% |
| 13.52% |
| 119,247 |
| 108,451 |
| Dec-25 |
| Investment |
|
| IPCA + 5.87% |
| 11.95% |
| 934,170 |
| 873,474 |
| Dec-23 |
| Investment |
|
| IPCA + 4.33% |
| 10.32% |
| 533,760 |
| 501,278 |
| Oct-24 |
| Investment |
|
| IGPM + 6.10% |
| 14.53% |
| 384,628 |
| 352,235 |
| May-28 |
| Investment |
|
| CDI +0.50% |
| 0.00% |
| — |
| 2,033,161 |
| Oct-22 |
| Investment |
|
| CDI + 1.95% |
| 15.87% |
| 794,856 |
| 717,651 |
| Aug-24 |
| Investment |
|
| CDI + 1.45% |
| 15.30% |
| 414,305 |
| — |
| Dec-26 |
| Investment |
|
| IPCA + 5.12% |
| 11.15% |
| 490,654 |
| 484,974 |
| Aug-31 |
| Investment |
|
| IPCA + 5.22% |
| 11.26% |
| 472,641 |
| 477,578 |
| Aug-36 |
| Investment |
|
| CDI + 1.65% |
| 15.53% |
| 759,707 |
| 774,215 |
| Aug-28 |
| Working capital |
|
| CDI + 2.00% |
| 15.92% |
| 911,977 |
| 930,301 |
| Aug-31 |
| Working capital |
|
| CDI + 1.50% |
| 15.35% |
| 421,898 |
| — |
| May-28 |
| Working capital |
|
| CDI + 1.90% |
| 15.81% |
| 1,161,980 |
| — |
| May-32 |
| Working capital |
|
| IPCA + 5.75% |
| 11.82% |
| 384,298 |
| 374,761 |
| Aug-31 |
| Working capital |
Working capital |
| CDI + 2.75% |
| 15.47% |
| 100,166 |
| 100,157 |
| Jun-22 |
| Working capital |
|
| SOFR + 1.50% |
| 1.50% |
| 2,413,514 |
| — |
| May-27 |
| Working capital |
|
|
|
|
|
| 35,440,328 |
| 37,747,681 |
|
|
|
|
Total |
|
|
|
|
| 51,723,325 |
| 45,659,037 |
|
|
|
|
Current |
|
|
|
|
| 11,654,313 |
| 4,241,368 |
|
|
|
|
Non-current |
|
|
|
|
| 40,069,012 |
| 41,417,669 |
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
For debts linked to derivatives, the effective rates are shown in Note 5.10.
To calculate the average rates, on an annual basis, the average annual CDI rate of 12.06% p.a. was considered. (9.15% p.a. on December 31, 2021) and TJLP of 6.65% p.a. (5.32% p.a. on December 31, 2021).
Loans, financing and debentures that are classified as non-current have the following maturities:
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
13 to 24 months |
| 571,971 |
| 569,676 |
| 3,855,107 |
| 4,339,743 |
25 to 36 months |
| 570,134 |
| 569,676 |
| 3,769,247 |
| 2,968,458 |
37 to 48 months |
| — |
| 571,582 |
| 1,947,958 |
| 4,029,690 |
49 to 60 months |
| 372,687 |
| — |
| 6,375,282 |
| 984,015 |
61 to 72 months |
| 772,797 |
| 365,786 |
| 5,370,772 |
| 6,902,914 |
73 to 84 months |
| 426,476 |
| 370,455 |
| 6,664,477 |
| 4,701,952 |
85 to 96 months |
| 793,267 |
| 4,604,494 |
| 2,593,423 |
| 6,595,854 |
Over 97 months |
| 1,159,537 |
| 842,794 |
| 9,492,746 |
| 10,895,043 |
|
| 4,666,869 |
| 7,894,463 |
| 40,069,012 |
| 41,417,669 |
The book values of loans, financing and debentures are denominated in the following currencies:
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Brazilian reais |
| 13,375,347 |
| 3,938,114 |
| 31,916,530 |
| 23,304,742 |
U.S. dollar |
| — |
| 4,226,142 |
| 19,378,998 |
| 21,806,154 |
British pound |
| — |
| — |
| 364,254 |
| 451,824 |
Euro |
| — |
| — |
| 63,543 |
| 96,317 |
|
| 13,375,347 |
| 8,164,256 |
| 51,723,325 |
| 45,659,037 |
All debts with maturity dates denominated in US dollars are hedged against foreign exchange risk through derivatives (note 5.11), except for perpetual notes.
Below are changes in loans, financing and debentures in the period ended September 30, 2022:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| Parent Company |
| Consolidated |
At January 1, 2022 |
| 8,164,256 |
| 45,659,037 |
Business combination (Note 9.2) |
| — |
| 12,825 |
Raised |
| 9,450,210 |
| 14,231,104 |
Repayment of principal |
| — |
| (6,153,926) |
Payment of interest |
| (653,068) |
| (2,447,313) |
Transfer (i) |
| (4,051,050) |
| — |
Interest, exchange rate and fair value |
| 464,999 |
| 421,598 |
At September 30, 2022 |
| 13,375,347 |
| 51,723,325 |
(i) | The amount relates to the transfer of the Bond 2029 debt to Cosan Luxembourg. |
a) Guarantees
The subsidiary Rumo has financing contracts with development banks, intended for investments with a bank guarantee, according to each contract, with an average cost of 0.77% p.a. or by real guarantees (assets) and escrow account. As of September 30, 2022, the balance of bank guarantees contracted was R$ 3,145,287 (R$ 3,328,076 as of December 31, 2021).
The subsidiary Moove has a guarantee with Banco Santander S.A. ("Santander") to guarantee a loan from Moove Argentina, with an average annual cost of 0.18% p.a.. As of September 30, 2022, the balance of guarantees contracted was R$ 8,500,000, with no comparative balance as of December 31, 2021.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Available credit line
As of September 30, 2022, the Company had credit lines with banks rated AA, which were not used, in the amount of R$ 550,000 (R$ 250,000 as of December 31, 2021) and R$709,508 (R$ 898,023 as of December 31, 2021). December 2021), for Rumo S.A., of approximately R$ 1,500,000 (approximately R$ 2,500,000 as of December 31, 2021) for Comgás and R$ 108,797 for Sulgás. The use of these lines of credit is subject to certain contractual conditions.
c) Financial covenants
Under the terms of the main loan facilities, the Company and its subsidiaries are required to comply with the following financial covenants:
Debt | Company | Triggers | Ratios |
Debenture of 4th issue | Comgás S.A. | Short-term indebtedness/ Total indebtedness (iii) cannot exceed 0.6x | 0.11 |
Debenture 4th to 9th issues | Comgás S.A. | Net debt (i) / EBITDA (ii) cannot exceed 4.0x | 1.50 |
BNDES | Comgás S.A. | ||
Resolution 4131 | Comgás S.A. | ||
Debenture 1st issue - Cosan Logística | Cosan S.A. | 2.93 | |
Senior Notes Due 2027 | Cosan Luxembourg S.A. | Net debt proforma (iv) / EBITDA proforma (ii) | (iv) not higher than or equal to 3.5x | 3.05 |
Senior Notes Due 2029 | Cosan Luxembourg S.A. | ||
Senior Notes Due 2028 | Rumo S.A. | Net debt (i) / EBITDA (ii) not higher than or equal to 3.0x | 2.40 |
Senior Notes Due 2032 (vi) | Rumo S.A. | ||
BNDES | Rumo S.A. | EBITDA (ii) / Consolidated financial result (v) higher or equal 2.0x | 3.91 |
BNDES | Sulgás | Net debt (i) / EBITDA (ii) cannot exceed 3.5x | (1.49) |
BNDES | Sulgás | Short-term indebtedness/ Total indebtedness (iii) cannot exceed 0.8x | 0.01 |
(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. 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 from 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. |
There are no financial clauses for the Company's other loans, financing and debentures.
As of September 30, 2022, the Company and its subsidiaries were in compliance with all financial and non-financial covenants.
Loan terms include provisions for cross-default.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
d) Fair value and exposure to financial risk
The fair value of loans is based on discounted cash flow using their implied discount rate. They are classified as level 2 fair value in the hierarchy (Note 5.11.) due to the use of unobservable data, including own credit risk.
Details of the Company's exposure to risks arising from loans are shown in Note 5.12.
5.7 Trade payables
The carrying amounts of trade payables and other payables are the same as their fair values, due to their short-term nature.
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Materials and service suppliers |
| 23,194 |
| 4,506 |
| 2,728,423 |
| 1,891,023 |
Natural gas/ transport and logistics suppliers |
| — |
| — |
| 1,647,130 |
| 1,362,481 |
|
| 23,194 |
| 4,506 |
| 4,375,553 |
| 3,253,504 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.8 Leases
The movement in leases for the period ended September 30, 2022 was as follows:
|
| Parent company |
| Consolidated |
At January 1, 2022 |
| 40,047 |
| 3,267,678 |
Business combination (Note 9.2) |
| — |
| 122,135 |
Additions |
| 542 |
| 250,138 |
Disposals |
| (7,769) |
| (11,027) |
Interest |
| 2,392 |
| 286,724 |
Repayments of principal |
| (3,726) |
| (282,074) |
Payments of interest |
| (2,981) |
| (155,290) |
Contractual adjustment |
| 120 |
| 188,740 |
Reclassification to non-current liabilities available for sale |
| — |
| (105,131) |
Transfers between liabilities |
| — |
| (4,973) |
At September 30, 2022 |
| 28,625 |
| 3,556,920 |
Current |
| 6,892 |
| 469,696 |
Non-current |
| 21,733 |
| 3,087,224 |
|
| 28,625 |
| 3,556,920 |
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 agreements that were not included in the measurement of lease liabilities:
| Consolidated | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
|
|
|
| ||||
Variable lease payments not included in the measurement of lease liabilities | 15,603 |
| 40,993 |
| 9,920 |
| 25,347 |
Expenses relating to short-term leases | 3,501 |
| 12,041 |
| 7,953 |
| 25,520 |
Expenses relating to leases of low-value assets, excluding short-term leases | 244 |
| 1,024 |
| 255 |
| 726 |
| 19,348 |
| 54,058 |
| 18,128 |
| 51,593 |
Additional Information
In compliance with CVM Instruction Circular Letter 2/2019, if, in transactions in which the incremental rate is used, the measurement was made at the present value of the expected installments plus projected future inflation, the balances of lease liabilities, right of use , financial expense and depreciation expense for the period ended September 30, 2022, would be those presented in the “Official” column:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| September 30, 2022 |
| December 31, 2021 | ||||||||
Accounts |
| Registered |
| Official note |
| % Variation |
| Registered |
| Official note |
| % Variation |
Lease liabilities |
| (2,109,467) |
| (2,287,387) |
| 8% |
| (2,121,577) |
| (2,287,777) |
| 8% |
Residual right of use |
| 6,538,251 |
| 6,550,972 |
| 0% |
| 6,743,631 |
| 6,755,661 |
| 0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2022 |
| September 30, 2021 | ||||||||
Accounts |
| Registered |
| Official note |
| % Variation |
| Registered |
| Official note |
| % Variation |
Financial expense |
| (210,467) |
| (198,584) |
| -6% |
| (253,446) |
| (265,511) |
| 5% |
Depreciation expense |
| (216,508) |
| (221,377) |
| 2% |
| (280,462) |
| (285,462) |
| 2% |
Rates between 10.9% and 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 September 30, 2022, the lease liability for these contracts was R$2,014,472 (R$1,185,207 as of December 31, 2021). The potential PIS/COFINS credit included in liabilities as of September 30, 2022 is R$6,088 (R$6,154 as of December 31, 2021).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.9 Sector financial asset and liability
The movement in net sectorial financial assets (liabilities) for the period ended September 30, 2022 was as follows:
|
| Assets |
| Liabilities |
| Total |
At December 31, 2021 |
| 558,310 |
| (1,372,283) |
| (813,973) |
Cost of gas (i) |
| (306,347) |
| — |
| (306,347) |
Tax credits (ii) |
| — |
| 14,699 |
| 14,699 |
Monetary variation (iii) |
| 65,134 |
| (91,329) |
| (26,195) |
IGP-M (iv) |
| 82,120 |
| — |
| 82,120 |
Business combination (note 9.2) (ii) |
| 59,757 |
| (140,405) |
| (80,648) |
At September 30, 2022 |
| 458,974 |
| (1,589,318) |
| (1,130,344) |
|
|
|
|
|
|
|
Current |
| 298,719 |
| (71,167) |
| 227,552 |
Non-current |
| 160,255 |
| (1,518,151) |
| (1,357,896) |
|
| 458,974 |
| (1,589,318) |
| (1,130,344) |
(i)Refers to the cost of gas purchased compared to that contained in the tariffs, fully classified in current assets, since the ARSESP decision 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.
(iii)Monetary adjustment on the current gas account and extemporaneous credit, based on the SELIC rate.
(iv)Appropriation of the IGP-M deferral for the residential and commercial segments.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.10 Derivative financial instruments
| Parent Company | ||||||
| Notional |
| Fair value | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Exchange rate derivatives |
|
|
|
|
|
|
|
Forward agreements | 123,980 |
| 2,994,267 |
| (15,712) |
| (220) |
|
|
|
|
|
|
|
|
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
Swap agreements (shares) | 1,515,827 |
| 1,074,113 |
| 70,831 |
| 270,462 |
Swap agreements (interest rate) | 674,300 |
| 324,300 |
| (37,580) |
| (75,618) |
Swap agreements (exchange and interest rate) | 7,318,840 |
| 5,495,733 |
| 1,149,190 |
| 2,226,752 |
| 9,508,967 |
| 6,894,146 |
| 1,182,441 |
| 2,421,596 |
|
|
|
|
|
|
|
|
Total financial instruments |
| 1,166,729 |
| 2,421,376 | |||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 8,827 |
| 54,963 |
Non-current assets |
|
|
|
| 1,464,657 |
| 2,507,893 |
Current liabilities |
|
|
|
| (15,712) |
| (31,202) |
Non-current liabilities |
|
|
|
| (291,043) |
| (110,278) |
Total |
|
|
|
| 1,166,729 |
| 2,421,376 |
| Consolidated | ||||||
| Notional |
| Fair value | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Exchange rate derivatives |
|
|
|
|
|
|
|
Forward agreements (i) | 318,385 |
| 3,313,428 |
| (10,138) |
| 21,305 |
Exchange options contracts (ii) | 700,695 |
| — |
| 34,269 |
| — |
Commodity options contracts | — |
| — |
| 24,240 |
| — |
| 1,019,080 |
| 3,313,428 |
| 48,371 |
| 21,305 |
|
|
|
|
|
|
|
|
Electricity derivatives |
|
|
|
|
|
|
|
Forward agreements (iii) | 205,928 |
| 1,407,476 |
| (66,341) |
| (248,123) |
| 205,928 |
| 1,407,476 |
| (66,341) |
| (248,123) |
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
Swap agreements (shares) (iv) | 1,515,827 |
| 1,074,113 |
| 70,831 |
| 270,462 |
Swap agreements (interest rate and inflation) (v) | 6,214,861 |
| 6,590,408 |
| (52,370) |
| 77,913 |
Swap agreements (interest rate) | 6,224,300 |
| 3,019,917 |
| (241,689) |
| 154,654 |
Swap agreements (exchange and interest rate) (v) | 7,588,813 |
| 13,223,981 |
| 1,109,229 |
| 3,380,554 |
| 21,543,801 |
| 23,908,419 |
| 886,001 |
| 3,883,583 |
|
|
|
|
|
|
|
|
Total financial instruments |
| 868,031 |
| 3,656,765 | |||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 249,010 |
| 194,878 |
Non-current assets |
|
|
|
| 2,377,449 |
| 4,538,048 |
Current liabilities |
|
|
|
| (1,101,781) |
| (925,650) |
Non-current liabilities |
|
|
|
| (656,647) |
| (150,511) |
Total |
|
|
|
| 868,031 |
| 3,656,765 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
(i)The Company and its subsidiaries TRSP, Moove and Compass Comercialização have forward exchange contracts and/or options indexed to exchange and commodity to hedge exposures and expenses in foreign currency.
(ii)Transactions with natural gas derivatives are transacted with bank counterparties and recognized at fair value through profit or loss, based on the difference between the contracted price and the market price of outstanding contracts on the balance sheet date.
(iii)The subsidiary Compass Comercialização has a portfolio of energy contracts (purchase and sale) aimed at meeting the demands and offers of consumption or supply of energy. In addition, there is a portfolio of contracts made up of forward positions, generally short-term. For this portfolio, there is no purchase commitment with a sales contract.
(iv)The Company entered into derivatives trading, or Total Return Swap, with commercial banks. In accordance with the Total Return Swap, which will be financially settled, Cosan will receive a 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 equivalent contracted value of CSAN3 shares with total return swap was 61,983,012 shares and the total initial value is R$1,074,112. Part of these operations is guaranteed by RAIL3 shares of its subsidiary Rumo S.A. As of September 30, 2022, the mark-to-market result recorded in the Company's financial expense line was R$ 19,178.
(v)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.
Debt derivative financial instruments are used only 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 the hedging instruments and the hedged items are measured and recognized at fair value through profit or loss.
There is an economic relationship between the hedged item and the hedging instrument as the terms of the interest rate and exchange rate swap correspond to the terms of the fixed rate loan, i.e. notional amount, term and payment. The Company established a 1:1 coverage ratio for the hedging relationships, as 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 changes in the fair value of the hedging instrument with 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 hedging instruments were as follows:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
| Book value | Accumulated fair value adjustment | |||||||
| Notional |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 | ||
Exchange rate hedge |
|
|
|
|
|
|
|
|
| ||
Designated items |
|
|
|
|
|
|
|
|
| ||
Senior notes 2025 (Rumo Luxembourg) | — |
| — |
| — |
| — |
| 259,866 | ||
Senior notes 2028 (Rumo Luxembourg) | (2,791,600) |
| (2,210,725) |
| (2,700,621) |
| (380,619) |
| 43,154 | ||
Senior notes 2032 (Rumo Luxembourg) | (2,758,400) |
| (2,139,718) |
| (2,938,939) |
| (678,771) |
| (679,564) | ||
PPE 1 (Moove) | (157,800) |
| (162,447) |
| — |
| 7,148 |
| — | ||
PPE 2 (Moove) | (110,400) |
| (107,832) |
| — |
| 5,606 |
| — | ||
Total debt | (5,818,200) |
| (4,620,722) |
| (5,639,560) |
| (1,046,636) |
| (376,544) | ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
| ||
Senior Swaps Notes 2025 (Rumo Luxembourg) | — |
| — |
| — |
| — |
| (120,326) | ||
Senior Swaps Notes 2028 (Rumo Luxembourg) | 2,791,600 |
| (276,275) |
| 266,526 |
| 542,800 |
| 277,542 | ||
Senior Notes 2032 (Rumo Luxembourg) | 2,758,400 |
| (22,508) |
| 675,572 |
| 698,080 |
| 675,572 | ||
SWAP PPE 1 (Moove) | 157,800 |
| (10,258) |
| — |
| (10,258) |
| — | ||
SWAP PPE 2 (Moove) | 110,400 |
| (6,219) |
| — |
| (6,219) |
| — | ||
Derivative total | 5,818,200 |
| (315,260) |
| 942,098 |
| 1,224,403 |
| 832,788 | ||
Total | — |
| (4,935,982) |
| (4,697,462) |
| 177,767 |
| 456,244 |
|
|
| Book value | Accumulated fair value adjustment | |||||||
| Notional |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 | ||
Interest rate hedge |
|
|
|
|
|
|
|
|
| ||
Designated items |
|
|
|
|
|
|
|
|
| ||
Senior Notes 2023 (Cosan Luxembourg) | — |
| — |
| — |
| — |
| (188,083) | ||
Debenture 5th issue - single series (Comgás) | (684,501) |
| (934,170) |
| (873,474) |
| (60,696) |
| 17,184 | ||
BNDES Project VIII (Comgás) | (1,000,000) |
| (866,692) |
| (921,949) |
| 55,257 |
| (921,949) | ||
Debenture (Rumo) | (5,530,408) |
| (5,517,092) |
| (5,359,574) |
| (168,211) |
| 149,491 | ||
Finem (Rumo) | (30,781) |
| (28,915) |
| — |
| (981) |
| — | ||
CCB (Rumo) | (649,138) |
| (778,090) |
| — |
| (1,387) |
| — | ||
Total debt | (7,894,828) |
| (8,124,959) |
| (7,154,997) |
| (176,018) |
| (943,357) | ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
| ||
Swaps Notes 2023 (Cosan Luxembourg) | — |
| — |
| — |
| — |
| 10,057 | ||
Debenture 5th issue - single series (Comgás) | 684,501 |
| 188,393 |
| (189,928) |
| (1,535) |
| (401,669) | ||
BNDES Project VIII (Comgás) | 1,000,000 |
| (95,279) |
| 51,220 |
| (42,624) |
| 51,220 | ||
Swaps Debenture (Rumo) | 5,530,408 |
| (220,845) |
| (75,806) |
| 145,039 |
| (196,959) | ||
Finem (Rumo) | 30,781 |
| (594) |
| — |
| 594 |
| — | ||
CCB (Rumo) | 649,138 |
| (14,521) |
| — |
| 14,521 |
| — | ||
Derivative total | 7,894,828 |
| (142,846) |
| (214,514) |
| 115,995 |
| (537,351) | ||
Total | — |
| (8,267,805) |
| (7,369,511) |
| (60,023) |
| (1,480,708) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Fair value option
Certain derivative instruments were not linked to documented hedging structures.
The Company chose to designate the hedged liabilities (hedge objects) to be recorded at fair value through profit or loss. Considering that derivative instruments are always accounted for at fair value through profit or loss, the accounting effects are the same as those that would be obtained through hedging documentation:
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Exchange rate |
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 (Cosan Luxembourg) | USD+7.0% |
| (3,514,290) |
| (3,597,745) |
| (4,305,928) |
| 957,298 |
| 313,052 |
Export Credit Agreement | EUR + 0.58% |
| (100,198) |
| (63,543) |
| (95,460) |
| (900) |
| 15,827 |
Resolution 4,131 (Rumo) | USD + 2.20% |
| (100,000) |
| (144,063) |
| (148,932) |
| (731) |
| 9,185 |
Resolution 4,131 (Comgás - 2018) | USD + 3.67% |
| (268,125) |
| (405,449) |
| (438,823) |
| 5,094 |
| (18,230) |
Resolution 4,131 (Comgás - 2021) | USD + 1.36% |
| (407,250) |
| (380,088) |
| (414,378) |
| 25,989 |
| 5,526 |
Resolution 4,131 (Comgás - 2022) | USD + 2.51% |
| (1,097,400) |
| (1,007,192) |
| — |
| 77,781 |
| — |
Total |
|
| (5,487,263) |
| (5,598,080) |
| (5,403,521) |
| 1,064,531 |
| 325,360 |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2027 (Cosan Luxembourg) | 126.85% do CDI |
| 3,514,290 |
| 1,353,361 |
| 2,047,237 |
| (668,560) |
| 45,181 |
Inflation and interest rate swaps (Rumo) | 107% do CDI |
| 100,198 |
| 12,360 |
| 30,535 |
| 18,175 |
| (10,658) |
Inflation and interest rate swaps (Rumo) | 118% do CDI |
| 100,000 |
| 42,069 |
| 47,527 |
| 5,458 |
| (15,874) |
EIB 3rd Tranche (Comgás) | 88.5% do CDI |
| — |
| — |
| — |
| — |
| 844 |
EIB 4th Tranche (Comgás) | 81.1% do CDI |
| — |
| — |
| — |
| — |
| 2,583 |
Resolution 4,131 (Comgás - 2018) | 107.9% do CDI |
| 268,125 |
| 124,696 |
| 168,358 |
| (50,873) |
| 20,794 |
Resolution 4,131 (Comgás - 2020) | CDI + 2.75% |
| — |
| — |
| — |
| — |
| 15,711 |
Resolution 4,131 (Comgás - 2021) | CDI + 1.25% |
| 407,250 |
| (33,333) |
| (514) |
| (71,701) |
| (6,628) |
Resolution 4,131 (Comgás - 2022) | CDI + 1.20% |
| 1,097,400 |
| (114,846) |
| — |
| (171,692) |
| — |
Derivative total |
|
| 5,487,263 |
| 1,384,307 |
| 2,293,143 |
| (939,193) |
| 51,953 |
Total |
|
| — |
| (4,213,773) |
| (3,110,378) |
| 125,338 |
| 377,313 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
Debenture 4rd issue - 2rd series (Comgás) | IPCA + 7.48% |
| (180,546) |
| (183,057) |
| — |
| (183,057) |
| — |
Debenture 4rd issue - 3rd series (Comgás) | IPCA + 7.36% |
| (114,818) |
| (119,247) |
| — |
| (119,247) |
| — |
Debenture 6th issue - single series (Comgás) | IPCA + 4.33% |
| (523,993) |
| (533,760) |
| — |
| (533,760) |
| — |
Debenture 9rd issue - 1rd series (Comgás) | IPCA + 5.12% |
| (500,000) |
| (490,654) |
| (484,974) |
| (5,680) |
| (484,974) |
Debenture 9rd issue - 2rd series (Comgás) | IPCA + 5.22% |
| (500,000) |
| (472,641) |
| (477,578) |
| 4,937 |
| (477,578) |
BNDES Projects VI and VII (Comgás) | IPCA + 4.10% |
| (160,126) |
| (135,637) |
| — |
| (135,637) |
| — |
BNDES Project VIII (Comgás) | IPCA + 3.25% |
| (870,149) |
| (814,976) |
| — |
| (814,976) |
| — |
Debenture (Rumo) | IPCA + 4.68% |
| (420,000) |
| (505,604) |
| (543,752) |
| (7,373) |
| (59,494) |
Debenture (Rumo) | IPCA + 4.50% |
| (600,000) |
| (666,791) |
| (676,798) |
| (22,973) |
| (9,264) |
Total |
|
| (3,869,632) |
| (3,922,367) |
| (2,183,102) |
| (1,817,766) |
| (1,031,310) |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Debenture 4rd issue - 2rd series (Comgás) | 94.64% CDI |
| 180,546 |
| (3,891) |
| — |
| (3,891) |
| — |
Debenture 4rd issue - 3rd series (Comgás) | 112.49% CDI |
| 114,818 |
| (3,838) |
| — |
| (3,838) |
| — |
Debenture 6th issue - single series (Comgás) | 89.9% CDI |
| 523,993 |
| (23,341) |
| — |
| (23,341) |
| — |
Debenture 9rd issue - 1rd series (Comgás) | 109.20% CDI |
| 500,000 |
| 131 |
| 5,776 |
| (19,681) |
| 5,776 |
Debenture 9rd issue - 2rd series (Comgás) | 110.50% CDI |
| 500,000 |
| (17,245) |
| 12,939 |
| (30,108) |
| 12,939 |
BNDES Projects VI and VII (Comgás) | 87.50% CDI |
| 160,126 |
| (3,437) |
| — |
| (5,497) |
| — |
BNDES Project VIII (Comgás) | 82.94% CDI |
| 870,149 |
| (25,762) |
| — |
| (37,328) |
| — |
Debenture (Rumo) | 107% CDI |
| 420,000 |
| 78,006 |
| 71,375 |
| (6,631) |
| 11,772 |
Debenture (Rumo) | 105% CDI |
| 600,000 |
| 89,854 |
| 82,344 |
| (7,510) |
| (1,789) |
Derivative total |
|
| 3,869,632 |
| 90,477 |
| 172,434 |
| (137,825) |
| 28,698 |
Total |
|
| — |
| (3,831,890) |
| (2,010,668) |
| (1,955,591) |
| (1,002,612) |
c) Cash flow hedge
The subsidiaries Rumo and Moove 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 over the course of the year:
|
|
|
|
| Book value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
NDF (Non deliverable forwards) (Rumo) | USD |
| 51,331 |
| (784) |
| — |
| (784) |
| — |
NDF (Non deliverable forwards) (Moove) | USD |
| 20,000 |
| 1,274 |
| — |
| 1,274 |
| — |
Total |
|
| 71,331 |
| 490 |
| — |
| 490 |
| — |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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 |
| September 30, 2022 |
| December 31, 2021 |
Senior Notes 2023 |
| Cosan Luxembourg S.A. |
| — |
| 100.26% |
Senior Notes 2025 |
| Rumo Luxembourg S.à r.l. |
| — |
| 103.04% |
Senior Notes 2027 |
| Cosan Luxembourg S.A. |
| 100.01% |
| 103.79% |
Senior Notes 2028 |
| Rumo Luxembourg S.à r.l. |
| 91.42% |
| 103.42% |
Senior Notes 2029 |
| Cosan Luxembourg S.A. |
| 90.79% |
| 104.39% |
Senior Notes 2032 |
| Rumo Luxembourg S.à r.l. |
| 78.12% |
| 94.34% |
Perpetual Notes |
| Cosan Overseas Limited |
| 98.97% |
| 102.17% |
All resulting fair value estimates are included in Level 2, except for a contingent consideration payable where fair values were determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
The book values and fair value of assets and liabilities are as follows:
|
|
| Carrying amount |
| Assets and liabilities measured at fair value | ||||||||||||
|
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 | ||||||||
| Note |
|
|
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Level 1 |
| Level 2 |
| Level 3 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment funds | 5.1 |
| 667,297 |
| 1,680,328 |
| — |
| 667,297 |
| — |
| — |
| 1,680,328 |
| — |
Marketable securities | 5.2 |
| 9,129,017 |
| 4,388,007 |
| 6,489,622 |
| 2,639,395 |
| — |
| — |
| 4,388,007 |
| — |
Other financial assets | 5.4 |
| 92,376 |
| 320,193 |
| 92,376 |
| — |
| — |
| 320,193 |
| — |
| — |
Investment properties (i) | 11.5 |
| 3,935,653 |
| 3,886,696 |
| — |
| — |
| 3,935,653 |
| — |
| — |
| 3,886,696 |
Derivate financial instruments | 5.10 |
| 2,626,459 |
| 4,732,926 |
| — |
| 2,626,459 |
| — |
| — |
| 4,732,926 |
| — |
Total |
|
| 16,450,802 |
| 15,008,150 |
| 6,581,998 |
| 5,933,151 |
| 3,935,653 |
| 320,193 |
| 10,801,261 |
| 3,886,696 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.6 |
| (51,723,325) |
| (45,659,037) |
| (21,235,149) |
| (21,536,281) |
| — |
| (30,157,655) |
| (20,214,600) |
| — |
Derivative financial instruments | 5.10 |
| (1,758,428) |
| (1,076,161) |
| — |
| (1,758,428) |
| — |
| — |
| (1,076,161) |
| — |
Total |
|
| (53,481,753) |
| (46,735,198) |
| (21,235,149) |
| (23,294,709) |
| — |
| (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 11.65% p.a. and 13.15% p.a. on September 30, 2022.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.12 Financial risk management
This note explains the exposure to financial risks and how these risks may affect the future financial performance of the group. Current year profit and loss information has been included, where relevant, to add more 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, assesses 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.
When all relevant criteria are met, hedge accounting is applied to eliminate the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in the recognition of interest expense at a fixed interest rate for hedged floating interest rate loans and inventories at a fixed exchange rate for 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 (“Fair Value Option”) 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 a 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 use of financial instruments to hedge against these areas of volatility is determined through an analysis of the exposure to the risk that Management intends to cover.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Market risk
The objective of market risk management is to manage and control exposures to market risk within acceptable parameters, optimizing returns.
The Company uses derivatives to manage market risks. All these transactions are carried out within the guidelines defined by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
As of September 30, 2022 and December 31, 2021, the Company had the following net exposure to exchange variation on assets and liabilities denominated in US dollars and euros:
| September 30, 2022 |
| December 31, 2021 |
Cash and cash equivalents | 651,523 |
| 3,811,598 |
Trade receivables | — |
| 93,326 |
Trade payables | (91,564) |
| (4,721) |
Loans, borrowings and debentures | (15,944,819) |
| (19,640,300) |
Leases | (100,741) |
| (108,365) |
Contingent consideration | (219,304) |
| (234,960) |
Derivative financial instruments (notional) | 19,442,375 |
| 21,105,358 |
Foreign exchange exposure, net | 3,737,470 |
| 5,021,936 |
The sensitivity of income to changes in exchange rates arises primarily from financial instruments denominated in dollars and euros, and the impact on other components of equity arises from foreign exchange futures contracts designated as cash flow hedges.
A reasonably possible strengthening (weakening) of Brazilian reais to US dollars and euros as of September 30, 2022 would have affected the measurement of foreign currency-denominated financial instruments 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. The stressed scenarios (positive and negative effects, before tax effects) were defined based on the 25% and 50% variations in the US dollar and euro exchange rates used in the probable scenario. The Company's exposure to foreign currency changes to all other currencies is not material:
|
|
|
|
|
| Variation scenario | ||||||
Instrument |
| Risk factor |
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Cash and cash equivalents |
| Currency fluctuation |
| (24,486) |
| 157,259 |
| 314,518 |
| (157,259) |
| (314,518) |
Trade payables |
| Currency fluctuation |
| 3,160 |
| (18,941) |
| (41,042) |
| 25,261 |
| 47,362 |
Derivative financial instruments |
| Currency fluctuation |
| 955,915 |
| 200,828 |
| 3,736,432 |
| (11,045,023) |
| (14,491,653) |
Loans, borrowings and debentures |
| Currency fluctuation |
| 550,309 |
| (3,848,627) |
| (7,697,255) |
| 3,848,627 |
| 7,697,255 |
Leases |
| Currency fluctuation |
| 3,477 |
| (20,839) |
| (45,155) |
| 27,793 |
| 52,109 |
Impacts on profit or loss |
|
|
| 1,488,375 |
| (3,530,320) |
| (3,732,502) |
| (7,300,601) |
| (7,009,445) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The probable scenario considers the estimated exchange rates, carried out by a specialized third party, at the maturity of transactions for companies with real functional currency (positive and negative, before tax effects), as follows:
|
| Exchange rate sensitivity analysis | ||||||||||
|
| September 30, 2022 |
| Scenario | ||||||||
|
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% | |
U.S.$ |
| 5.4066 |
| 5.2200 |
| 6.5250 |
| 7.8300 |
| 3.9150 |
| 2.6100 |
Euro |
| 5.2904 |
| 5.5332 |
| 6.9165 |
| 8.2998 |
| 4.1499 |
| 2.7666 |
GBP |
| 6.0197 |
| 6.5772 |
| 8.2215 |
| 9.8658 |
| 4.9329 |
| 3.2886 |
The Company and its subsidiaries monitor fluctuations in variable interest rates related to their borrowings and use derivative instruments to minimize the risk of fluctuations in variable interest rates.
A sensitivity analysis on interest rates on loans and financing to offset investments in CDI 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 |
| 933,372 |
| 666,878 |
| 893,200 |
| — |
| (11,627) |
Marketable securities |
| 194,771 |
| 191,039 |
| 239,732 |
| 93,654 |
| 44,961 |
Restricted cash |
| 5,163 |
| 1,856 |
| 3,146 |
| (726) |
| (2,016) |
Lease and concession in installments |
| (148,523) |
| (185,654) |
| (222,785) |
| (111,393) |
| (74,262) |
Leases |
| (401,787) |
| (402,553) |
| (403,322) |
| (401,025) |
| (400,266) |
Derivative financial instruments |
| (914,846) |
| (990,716) |
| (1,079,018) |
| (421,889) |
| (211,397) |
Loans, borrowings and debentures |
| (3,597,398) |
| (4,383,747) |
| (5,185,021) |
| (2,781,200) |
| (1,979,926) |
Other financial liabilities |
| (136,579) |
| (167,510) |
| (198,441) |
| (105,649) |
| (74,718) |
Impacts on profit or loss |
| (4,065,827) |
| (5,270,407) |
| (5,952,509) |
| (3,728,228) |
| (2,709,251) |
The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil (Banco Central do Brasil or “BACEN”) on October 7, 2022, as follows:
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
SELIC |
| 13.54% |
| 16.93% |
| 20.31% |
| 10.16% |
| 6.77% |
CDI |
| 13.44% |
| 16.80% |
| 20.16% |
| 10.08% |
| 6.72% |
TJLP462 (TJLP + 1% p.a.) |
| 7.50% |
| 9.13% |
| 10.75% |
| 5.88% |
| 4.25% |
TJLP |
| 6.50% |
| 8.13% |
| 9.75% |
| 4.88% |
| 3.25% |
IPCA |
| 6.11% |
| 7.64% |
| 9.17% |
| 4.58% |
| 3.06% |
IGPM |
| 4.40% |
| 5.50% |
| 6.60% |
| 3.30% |
| 2.20% |
Libor |
| 4.27% |
| 5.33% |
| 6.40% |
| 3.20% |
| 2.13% |
Fed Funds |
| 4.75% |
| 5.94% |
| 7.13% |
| 3.56% |
| 2.38% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Electric energy operations are traded in an active market and recognized at fair value through profit or loss, based on the difference between the contracted price and the market price of outstanding contracts on the balance sheet date.
Equity balances referring to our outstanding electricity transactions are presented below:
|
|
|
|
|
| September 30, 2022 |
|
|
|
|
| December 31, 2021 |
|
| Assets |
| Liabilities |
| Net loss |
| Assets |
| Liabilities |
| Net loss |
Trading operations |
| 43,203 |
| (109,544) |
| (66,341) |
| 69,576 |
| (317,699) |
| (248,123) |
The scenarios for sensitivity analysis are prepared using market data and specialized sources, considering future prices, applied on the market curves as of September 30, 2022, as follows:
|
|
|
| Variation scenario | ||||||
|
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Unrealized loss on trading operations |
| (66,341) |
| (66,340) |
| (66,340) |
| (66,341) |
| (66,341) |
|
| (66,341) |
| (66,340) |
| (66,340) |
| (66,341) |
| (66,341) |
In July 2022, the subsidiary Compass Comercialização S.A. entered into an instrument for the Assignment of Electricity Purchase and Sale Agreements with WX Energy Comercializadora de Energia Ltda., an indirect subsidiary of Raízen S.A. Through this market transaction, the Company fully assigned all contracts maturing after 2022.
Operations with natural gas derivatives are transacted with bank counterparties and recognized at fair value through profit or loss, based on the difference between the contracted price and the market price of outstanding contracts on the balance sheet date.
Our open positions in natural gas derivatives are:
Instrument |
| Risk factor |
| Probable |
| 25% |
| 50% |
| -25% |
| -50% |
Brent derivatives – options |
| Change in price U.S.$ / bbl |
| 24,284 |
| 62,333 |
| 117,307 |
| 5,259 |
| 312 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Credit risk
The Company's regular operations expose it to potential defaults when customers, suppliers and counterparties are unable to meet their financial or other commitments. The Company seeks to mitigate this risk by carrying out transactions with a diversified set of counterparties. However, the Company remains subject to unexpected financial failures from third parties that could affect its operations. The exposure to credit risk was as follows:
| September 30, 2022 |
| December 31, 2021 |
Cash and cash equivalents | 15,487,103 |
| 16,174,130 |
Trade receivables | 4,299,353 |
| 2,745,853 |
Marketable securities | 2,639,395 |
| 4,388,007 |
Restricted cash | 118,969 |
| 58,990 |
Derivative financial instruments | 2,626,459 |
| 4,732,926 |
Receivables from related parties | 491,411 |
| 416,491 |
Dividends receivable and interest on equity receivables | 320,198 |
| 519,965 |
Other financial assets | 92,376 |
| 320,193 |
| 26,075,264 |
| 29,356,555 |
The Company is exposed to risks related to its cash management activities and temporary investments.
Liquid assets are mainly invested in government bonds and other investments in banks with a minimum grade of “A”. The credit risk of balances with banks and financial institutions is managed by the 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 the credit limits assigned to each counterparty. Counterparty credit limits are reviewed annually and may be updated throughout the year. The limits are defined to minimize the concentration of risks and, therefore, to mitigate the financial loss through failure of the counterparty to make payments. The credit risk of cash and cash equivalents, marketable securities, restricted cash and derivative financial instruments is determined by rating agencies that are widely accepted by the market and are arranged as follows:
| September 30, 2022 |
| December 31, 2021 |
AAA | 17,177,550 |
| 23,080,390 |
AA | 3,390,334 |
| 2,239,266 |
A | 241,200 |
| — |
BBB | — |
| 34,397 |
Not rated | 62,842 |
| — |
| 20,871,926 |
| 25,354,053 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
c) Liquidity risk
The Company's approach to managing liquidity is to ensure, whenever possible, sufficient liquidity to meet its liabilities when they fall due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company's financial liabilities classified by maturity date (based on contracted undiscounted cash flows) are as follows:
| September 30, 2022 |
| December 31, 2021 | ||||||||
| Up to 1 year |
| 1 - 2 years |
| 3 - 5 years |
| More than 5 years |
| Total |
| Total |
Loans, borrowings and debentures | (12,096,554) |
| (4,841,060) |
| (8,767,361) |
| (37,198,622) |
| (62,903,597) |
| (57,375,287) |
Trade payables | (4,375,553) |
| — |
| — |
| — |
| (4,375,553) |
| (3,253,504) |
Other financial liabilities | (1,011,341) |
| — |
| — |
| — |
| (1,011,341) |
| (726,423) |
Tax installments - REFIS | (53,431) |
| (2,077) |
| (89) |
| (151,038) |
| (206,635) |
| (200,664) |
Leases | (453,938) |
| (446,114) |
| (1,065,870) |
| (14,734,779) |
| (16,700,701) |
| (15,631,812) |
Lease and concession instalments | (196,294) |
| (203,534) |
| (198,983) |
| (602,116) |
| (1,200,927) |
| (1,185,076) |
Payables to related parties | (373,682) |
| — |
| — |
| — |
| (373,682) |
| (287,609) |
Dividends payable | (197,213) |
| — |
| — |
| — |
| (197,213) |
| (799,634) |
Derivative financial instruments | (1,387,129) |
| (673,121) |
| (2,296,000) |
| 2,681,378 |
| (1,674,872) |
| 6,313,208 |
| (20,145,135) |
| (6,165,906) |
| (12,328,303) |
| (50,005,177) |
| (88,644,521) |
| (73,146,801) |
d) Capital management
The Company's policy is to maintain a solid capital base to promote the trust of its parent company, its 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.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
6 Other tax receivables
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
COFINS - Revenue tax (i) |
| 17,033 |
| 28,696 |
| 996,317 |
| 1,333,868 |
ICMS - State VAT |
| — |
| 10 |
| 918,295 |
| 873,203 |
ICMS CIAP - State VAT |
| — |
| — |
| 109,751 |
| 106,250 |
PIS - Revenue tax (i) |
| 1,058 |
| 1,968 |
| 350,028 |
| 299,610 |
Tax credits |
| 44,688 |
| 42,932 |
| 44,688 |
| 42,932 |
Other |
| 4,666 |
| 2,942 |
| 74,985 |
| 145,304 |
|
| 67,445 |
| 76,548 |
| 2,494,064 |
| 2,801,167 |
Current |
| 22,757 |
| 33,616 |
| 1,447,085 |
| 921,472 |
Non-current |
| 44,688 |
| 42,932 |
| 1,046,979 |
| 1,879,695 |
(i)On May 13, 2021, the Federal Supreme Court ("STF") concluded the judgment of Extraordinary Appeal No. 574,706 and, under the general repercussion system, established the thesis that the Tax on the Circulation of Goods and Services (" ICMS”) does not form the basis for calculating the Social Integration Program (“PIS”) and the Contribution to Social Security Financing (“COFINS”), since this amount does not constitute the Company's revenue/billing, that is, taxpayers have the right to exclude the amount related to ICMS highlighted in the invoice from the PIS and COFINS calculation basis.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The subsidiary Comgás recognized credits related to the topic, as explained in note 6 of the financial statements as of December 31, 2021. The subsidiaries Sulgás and Gás Brasiliano also recognized the credits during the period.
Granted by the Federal Revenue Service (Secretaria da Receita Federal, or “SRF”), on March 30, 2022, the request for qualification of PIS and COFINS credits calculated since July 2008, the subsidiary Comgás started to use it for the monthly payments of PIS and COFINS, as well as quarterly payments of IRPJ and CSLL. The expectation is that the amount recorded in the short term will be used in the next 12 months.
7 Inventories
|
| Consolidated | ||
|
| September 30, 2022 |
| December 31, 2021 |
Finished goods |
| 1,506,084 |
| 814,320 |
Spare parts and accessories |
| 176,050 |
| 180,286 |
Raw material |
| 119,118 |
| 126,889 |
Warehouse and other |
| 46,008 |
| 27,809 |
|
| 1,847,260 |
| 1,149,304 |
The balances are presented net of the provision for obsolete inventories in the amount of R$ 55,222 as of September 30, 2022 (R$ 26,841 as of December 31, 2021).
8 Assets and liabilities held for sale
Accounting policy The Company classifies a current asset held for sale when its carrying amount will be recovered, mainly through a sale transaction rather than continued use. These non-current and held-for-sale assets are measured at the lower of their carrying amount and the fair value net of selling expenses. Selling expenses are represented by incremental expenses directly attributable to the sale, excluding financial and income taxes. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The criteria for classifying non-current assets held for sale are met when the sale is highly probable and the asset or group of assets held for sale is available for immediate sale in its current condition, subject only to terms that are customary and customary for sale of such assets held for sale. The appropriate management hierarchical level of the Group is committed to the asset sale plan, having initiated a firm program to locate a buyer and completion of the plan within one year from the date of classification.
Property, plant and equipment and intangible assets are not depreciated or amortized when classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet. |
On July 15, 2022, the subsidiary Rumo entered into a share purchase and sale agreement, with the objective of selling 80% of its interest in its wholly-owned subsidiary Elevações Portuárias.
As of September 30, 2022, Cosan's management was committed to the plan to sell its entire investment in Payly Holding Ltda. (“Payly”) to Raízen S.A. The purchase and sale agreement was signed between the parties on October 17, 2022 and approved by CADE on November 07, 2022 with an appeal period of up to 15 days from that date.
In view of the criteria established in CPC 31 Ativos não circulantes disponíveis para venda e operações descontinuadas (IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations), both transactions characterize an asset held for sale, and the recognitions were carried out as composition shown below:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| September 30, 2022 | ||||
|
| Elevações Portuárias |
| Payly |
| Consolidated |
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
| 152,959 |
| 64,160 |
| 217,119 |
Marketable securities |
| 188,570 |
| 8,874 |
| 197,444 |
Trade receivables |
| 26,285 |
| 9 |
| 26,294 |
Inventories |
| 14,479 |
| — |
| 14,479 |
Other assets |
| 31,550 |
| 817 |
| 32,367 |
Property, plant and equipment |
| 333,382 |
| 657 |
| 334,039 |
Intangibles |
| 227,946 |
| 8,080 |
| 236,026 |
Right of use |
| 85,831 |
| — |
| 85,831 |
Total assets held for sale |
| 1,061,002 |
| 82,597 |
| 1,143,599 |
|
| September 30, 2022 | ||||
|
| Elevações Portuárias |
| Payly |
| Consolidated |
Liabilities |
|
|
|
|
|
|
Lease liabilities |
| 105,131 |
| — |
| 105,131 |
Trade payables |
| 5,233 |
| 49 |
| 5,282 |
Employee benefits payables |
| 18,498 |
| — |
| 18,498 |
Income tax payables |
| 33,587 |
| 1 |
| 33,588 |
Other taxes payable |
| 6,152 |
| 94 |
| 6,246 |
Other current liabilities |
| 58,583 |
| 71,264 |
| 129,847 |
Total liabilities held for sale |
| 227,184 |
| 71,408 |
| 298,592 |
The balances in Cosan of current assets held for sale of R$ 4,057 are represented by the investment in Payly.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
9 Investments in associates
9.1 Investments in subsidiaries and associates
The Company's subsidiaries and associates are listed below:
| September 30, 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 Corretora de Seguros Ltda (i) | 100.00% |
| — |
Cosan Global Limited | 100.00% |
| 100.00% |
Cosan Luxembourg S.A. (ii) | 100.00% |
| 100.00% |
Cosan Oito S.A. (iii) | 100.00% |
| — |
Cosan Nove Participações S.A. | 100.00% |
| — |
Cosan Dez Participações S.A. | 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. (iv) | 75.00% |
| 75.00% |
Cosan Limited Partners Brasil Consultoria Ltda | 97.50% |
| 97.50% |
Sinlog Tecnologia em Logística S.A. | 57.48% |
| 72.25% |
Rumo S.A. | 30.35% |
| 30.35% |
Radar Propriedades Agrícolas S.A. | 50.00% |
| — |
Radar II Propriedades Agrícolas S.A. | 50.00% |
| — |
Nova Agrícola Ponte Alta S.A. | 50.00% |
| — |
Nova Amaralina S.A Propriedades Agrícolas | 50.00% |
| — |
Nova Santa Bárbara Agrícola S.A. | 50.00% |
| — |
Terras da Ponta Alta S.A. | 50.00% |
| — |
Castanheira Propriedades Agrícolas S.A. | 50.00% |
| — |
Manacá Propriedades Agrícolas S.A. | 50.00% |
| — |
Paineira Propriedades Agrícolas S.A. | 50.00% |
| — |
Violeta Fundo de Investimento Multimercado | 100.00% |
| 100.00% |
(i)Subsidiary created to manage the insurance contracted by the Company.
(ii)Despite presenting an unsecured liability amount of R$98,437 on September 30, 2022, as shown below, no other events or conditions were identified that, individually or collectively, may raise relevant doubts as to the ability to maintenance of its operational continuity. Subsidiaries have financial support from the Company.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
(iii)Subsidiary created to manage the acquisition of minority interest in Vale S.A., see note 1.1.10.
(iv)Due to the sale of interest as described in Note 8, the investment amounts were classified as assets held for sale.
On September 30, 2022, there was no change in indirect interests when compared to December 31, 2021, except for the acquisitions below:
| September 30, 2022 |
| December 31, 2021 |
Tirreno Indústria e Comércio de Produtos Químicos Ltd | 100.00% |
| — |
Millennium Moove Corp. | 100.00% |
| — |
Stryker Intermediate Holdings Inc (Petrochoice) | 100.00% |
| — |
TUP Porto São Luis S.A. | 100.00% |
| 49.00% |
Commit Gás S.A. | 51.00% |
| — |
Gás Brasiliano Distribuidora S.A. | 100.00% |
| — |
Gás de Alagoas S.A. - ALGÁS | 29.44% |
| — |
Companhia de Gás do Ceará - CEGÁS | 29.44% |
| — |
CEG Rio S.A. | 37.41% |
| — |
Companhia Paranaense de Gás - COMPAGÁS | 24.50% |
| — |
Companhia Potiguar de Gás - POTIGÁS | 83.00% |
| — |
Companhia de Gás do Estado do MS - MSGÁS | 49.00% |
| — |
Companhia de Gás de Santa Catarina - SCGÁS | 41.00% |
| — |
Sergipe Gás S.A. - SERGÁS | 41.50% |
| — |
Companhia Pernambucana de Gás - COPERGÁS | 41.50% |
| — |
Companhia de Gás do Rio Grande do Sul - SULGÁS | 49.00% |
| — |
Companhia de Gás do Amapá - GASAP | 37.50% |
| — |
Companhia Rondoniense de Gás - RONGAS | 41.50% |
| — |
Companhia de Gás do Piauí - GASPISA | 37.25% |
| — |
Agência Goiânia de Gás Canalizado S.A. - GOIASGÁS | 30.46% |
| — |
The following are the investments in subsidiaries and affiliates as of September 30, 2022, which are relevant to the Company:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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 Corretora de Seguros Ltda |
| 5,000 |
| 4,999 |
| 99.98% |
| 99.98% |
Cosan Oito S.A. |
| 8,000,005,000 |
| 8,000,004,999 |
| 100.00% |
| 100.00% |
Cosan Nove Participações S.A. |
| 5,000 |
| 5,000 |
| 100.00% |
| 100.00% |
Cosan Dez Participações S.A. |
| 5,000 |
| 5,000 |
| 100.00% |
| 100.00% |
Cosan Global Limited |
| 1 |
| 1 |
| 100.00% |
| 100.00% |
Cosan Luxemburgo S.A. |
| 500,000 |
| 500,000 |
| 100.00% |
| 100.00% |
Radar II Propriedades Agrícolas S.A. |
| 81,440,221 |
| 24,920,708 |
| 50.00% |
| 50.00% |
Radar Propriedades Agrícolas S.A.(i) |
| 1,266,986 |
| 387,698 |
| 41.45% |
| 41.45% |
Nova Agrícola Ponte Alta S.A. |
| 160,693,378 |
| 49,172,183 |
| 41.45% |
| 41.45% |
Terras da Ponte Alta S.A. |
| 16,066,329 |
| 4,916,297 |
| 41.45% |
| 41.45% |
Nova Santa Bárbara Agrícola S.A. |
| 32,336,994 |
| 9,895,122 |
| 41.45% |
| 41.45% |
Nova Amaralina S.A. |
| 30,603,159 |
| 9,364,568 |
| 41.45% |
| 41.45% |
Paineira Propriedade Agrícolas S.A. |
| 132,667,061 |
| 40,596,128 |
| 41.45% |
| 41.45% |
Manacá Propriedades Agrícolas S.A. |
| 128,977,921 |
| 39,467,251 |
| 41.45% |
| 41.45% |
Castanheira Propriedades Agrícolas S.A. |
| 83,850,838 |
| 25,658,291 |
| 41.45% |
| 41.45% |
Tellus Brasil Participações S.A. |
| 120,920,515 |
| 61,359,623 |
| 50.74% |
| 7.16% |
Janus Brasil Participações S.A. |
| 229,689,888 |
| 116,620,166 |
| 50.77% |
| 7.17% |
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. |
| 108,567 |
| 62,403 |
| 57.48% |
| 57.48% |
Rumo S.A. |
| 1,854,158,791 |
| 562,529,490 |
| 30.34% |
| 30.35% |
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$)
|
| At January 1, 2022 |
| Interest in earnings of subsidiaries |
| Sales or purchase of interests |
| Other comprehensive income (loss) |
| Dividends |
| Capital increase |
| Other(i) |
| At September 30, 2022 |
Rumo S.A. |
| 4,490,787 |
| 83,250 |
| 1,415 |
| (1,670) |
| — |
| — |
| — |
| 4,573,782 |
Cosan Global |
| 137,527 |
| (4,221) |
| — |
| — |
| — |
| — |
| — |
| 133,306 |
Compass Gás e Energia |
| 5,583,215 |
| 1,197,700 |
| (346) |
| (11,933) |
| (139,422) |
| — |
| — |
| 6,629,214 |
Cosan Corretora de Seguros Ltda |
| — |
| 224 |
| — |
| — |
| — |
| 5 |
| — |
| 229 |
Atlântico Participações Ltda |
| 433,615 |
| (1,002) |
| — |
| — |
| — |
| 444,224 |
| — |
| 876,837 |
Cosan Limited Partners Brasil Consultoria Ltda |
| 555 |
| (192) |
| — |
| — |
| — |
| — |
| — |
| 363 |
Sinlog Tecnologia em Logística S.A. |
| 17,052 |
| (9,053) |
| 9,339 |
| — |
| — |
| 6,082 |
| — |
| 23,420 |
Cosan Lubes Investment |
| 1,600,170 |
| 366,680 |
| — |
| (125,414) |
| — |
| — |
| — |
| 1,841,436 |
Payly Soluções de Pagamentos S.A. |
| 9,607 |
| (3,748) |
| — |
| — |
| — |
| — |
| (5,859) |
| — |
Radar II Propriedades Agrícolas S.A. |
| — |
| 17,719 |
| — |
| 108 |
| (19,305) |
| — |
| 756,931 |
| 755,453 |
Radar Propriedades Agrícolas S.A. |
| — |
| 1,975 |
| — |
| — |
| (5,377) |
| — |
| 198,579 |
| 195,177 |
Nova Agrícola Ponte Alta S.A. |
| — |
| 3,245 |
| — |
| — |
| (8,493) |
| — |
| 319,039 |
| 313,791 |
Nova Amaralina S.A. Propriedades Agrícolas |
| — |
| 690 |
| — |
| — |
| (1,617) |
| — |
| 152,744 |
| 151,817 |
Nova Santa Bárbara Agrícola S.A. |
| — |
| 93 |
| — |
| — |
| (269) |
| — |
| 25,485 |
| 25,309 |
Terras da Ponte Alta S.A. |
| — |
| 30 |
| — |
| — |
| (207) |
| — |
| 50,309 |
| 50,132 |
Paineira Propriedades Agrícolas S.A. |
| — |
| 1,267 |
| — |
| — |
| (4,541) |
| — |
| 126,402 |
| 123,128 |
Manacá Propriedades Agrícolas S.A. |
| — |
| 1,026 |
| — |
| — |
| (6,765) |
| — |
| 137,079 |
| 131,340 |
Castanheira Propriedades Agrícolas S.A. |
| — |
| 1,575 |
| — |
| — |
| (6,227) |
| — |
| 199,327 |
| 194,675 |
Tellus Brasil Participações S.A. |
| 142,795 |
| 48,975 |
| — |
| — |
| (9,730) |
| — |
| 58,806 |
| 240,846 |
Pasadena Empreendimentos e Participações S.A. |
| 879 |
| (82) |
| — |
| — |
| — |
| 500 |
| — |
| 1,297 |
Janus Brasil Participações S.A. |
| 183,356 |
| 84,343 |
| — |
| — |
| (29,616) |
| — |
| 79,725 |
| 317,808 |
Violeta Fundo de Investimento Multimercado |
| 2,119,143 |
| 107,133 |
| — |
| 11,035 |
| (132,885) |
| — |
| (2,104,426) |
| — |
Cosan Oito S.A. |
| — |
| (628) |
| — |
| 187,022 |
| — |
| 6,000,000 |
| 5 |
| 6,186,399 |
Other |
| 68,768 |
| 1,270 |
| — |
| (1,770) |
| — |
| — |
| 1,797 |
| 70,065 |
Total investments in associates |
| 14,787,469 |
| 1,898,269 |
| 10,408 |
| 57,378 |
| (364,454) |
| 6,450,811 |
| (4,057) |
| 22,835,824 |
Cosan Luxembourg S.A. |
| (356,442) |
| 258,005 |
| — |
| — |
| — |
| — |
| — |
| (98,437) |
Total provision for uncovered liability of associates |
| (356,442) |
| 258,005 |
| — |
| — |
| — |
| — |
| — |
| (98,437) |
Total |
| 14,431,027 |
| 2,156,274 |
| 10,408 |
| 57,378 |
| (364,454) |
| 6,450,811 |
| (4,057) |
| 22,737,387 |
(i)On August 1, 2022 real state investments that were below the Violeta Fund were contributed to the Company. Additionally, Payly Holding Ltda was transferred to assets held for sale, see note 8.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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% |
| 7.16% |
Janus Brasil Participações S.A. |
| 229,689,888 |
| 116,620,166 |
| 50.77% |
| 7.17% |
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% |
Gás de Alagoas S.A. - ALGÁS |
| 810,896,963 |
| 238,728,878 |
| 29.44% |
| 29.44% |
Companhia de Gás do Ceará - CEGÁS |
| 39,400,000 |
| 11,599,428 |
| 29.44% |
| 29.44% |
CEG Rio S.A. |
| 1,995,022,625 |
| 746,251,086 |
| 37.41% |
| 37.41% |
Companhia Paranaense de Gás - COMPAGAS |
| 33,600,000 |
| 8,232,000 |
| 24.50% |
| 24.50% |
Companhia Potiguar de Gás - POTIGÁS |
| 4,245,000 |
| 3,523,350 |
| 83.00% |
| 83.00% |
Companha de Gás do Estado do MS - MSGÁS |
| 61,610,000 |
| 30,188,900 |
| 49.00% |
| 49.00% |
Companhia de Gás de Santa Catarina - SCGÁS |
| 10,749,497 |
| 4,407,293 |
| 41.00% |
| 41.00% |
Sergipe Gás S.A. - SERGÁS |
| 1,593,656 |
| 661,363 |
| 41.50% |
| 41.50% |
Companhia Pernambucana de Gás - COPERGÁS |
| 163,485,912 |
| 67,846,653 |
| 41.50% |
| 41.50% |
Companhia de Gás do Rio Grande do Sul - SULGÁS |
| 21,562,644 |
| 10,565,696 |
| 49.00% |
| 49.00% |
Companhia de Gás do Amapá - GASAP |
| 3,100,000 |
| 1,154,750 |
| 37.25% |
| 37.25% |
Companhia Rondoniense de Gás - RONGAS |
| 8,338,110 |
| 3,460,315 |
| 41.50% |
| 41.50% |
Companhia de Gás do Piauí - GASPISA |
| 3,561,468 |
| 1,326,648 |
| 37.25% |
| 37.25% |
Agência Goiânia de Gás Canalizado S.A. - GOIASGÁS |
| 7,390,008 |
| 2,250,970 |
| 30.46% |
| 30.46% |
(i)The Company has significant influence, justifying the criteria to define the measurement of the retained portion of the investment through the equity method, although it does not consolidate due to the shareholders' agreement that inhibits its decision making.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| At January 1, 2022 |
| Interest in earnings of subsidiaries |
| Other comprehensive income (loss) |
| Dividends |
| Business combination (note 9.2) |
| Other |
| At September 30, 2022 |
Tellus Brasil Participações S.A. |
| 142,798 |
| 71,795 |
| — |
| (9,730) |
| — |
| 64,686 |
| 269,549 |
Janus Brasil Participações S.A. |
| 183,357 |
| 108,822 |
| — |
| (29,616) |
| — |
| 93,126 |
| 355,689 |
Rhall Terminais Ltda |
| 4,907 |
| 1,225 |
| — |
| (900) |
| — |
| — |
| 5,232 |
Termag - Terminal Marítimo de Guarujá S.A. |
| 4,725 |
| 4,251 |
| — |
| — |
| — |
| (706) |
| 8,270 |
TGG - Terminal de Granéis do Guarujá S.A. |
| 17,563 |
| 4,399 |
| — |
| (3,805) |
| — |
| — |
| 18,157 |
Terminal XXXIX S.A. |
| 30,649 |
| 16,851 |
| — |
| — |
| — |
| — |
| 47,500 |
TUP Porto São Luis S.A. |
| 394,380 |
| 49 |
| — |
| — |
| (393,579) |
| (850) |
| — |
Companhia Paranaense de Gás - Compagás |
| — |
| 7,905 |
| — |
| (2,035) |
| 411,737 |
| — |
| 417,607 |
Companhia Pernambucana de Gás - Copergás |
| — |
| 11,794 |
| — |
| — |
| 405,700 |
| — |
| 417,494 |
Companhia de Gás de Santa Catarina - Scgás |
| — |
| 25,973 |
| — |
| (2,124) |
| 608,468 |
| — |
| 632,317 |
Sergipe Gás S.A. - SERGÁS |
| — |
| 4,615 |
| — |
| — |
| 63,856 |
| — |
| 68,471 |
Companhia de Gás do Ceará - Cegás |
| — |
| 7,375 |
| — |
| — |
| 182,009 |
| — |
| 189,384 |
CEG Rio S.A. |
| — |
| 14,500 |
| — |
| — |
| 261,336 |
| — |
| 275,836 |
Companhia de Gás de Mato Grosso do Sul - Msgás |
| — |
| 6,431 |
| — |
| (1,019) |
| 284,173 |
| — |
| 289,585 |
Companhia Potiguar de Gás - Potigas |
| — |
| 4,181 |
| — |
| — |
| 168,211 |
| — |
| 172,392 |
Other |
| 1,688 |
| 3,379 |
| 60 |
| — |
| 66,001 |
| 9,767 |
| 80,895 |
|
| 780,067 |
| 293,545 |
| 60 |
| (49,229) |
| 2,057,912 |
| 166,023 |
| 3,248,378 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
9.2 Acquisition of subsidiaries
During the period ended on September 30, 2022, the Company through its subsidiaries (Compass, Atlântico and Moove) concluded the acquisition of investments (Commit, Sulgás, TUP, Tirreno and Petrochoice) where in the table below we demonstrate individually and consolidated, the consideration paid and the fair value of the assets acquired and liabilities assumed on the acquisition date.
|
| Commit |
| Sulgás |
| TUP |
| Tirreno |
| Petrochoice |
| Consolidation effects (i) |
| Consolidated |
Transferred consideration - 1st/single installment |
| 2,097,758 |
| 945,979 |
| 393,579 |
| 71,200 |
| 2,350,429 |
| — |
| 5,858,945 |
Transferred consideration - 2nd installment |
| — |
| — |
| 411,224 |
| 15,000 |
| — |
| — |
| 426,224 |
Total consideration transferred |
| 2,097,758 |
| 945,979 |
| 804,803 |
| 86,200 |
| 2,350,429 |
| — |
| 6,285,169 |
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
| 124,174 |
| 73,298 |
| 81,820 |
| 1,476 |
| 41,997 |
| — |
| 322,765 |
Accounts receivable from customers (ii) |
| 142,528 |
| 90,828 |
| — |
| 36,025 |
| 305,588 |
| — |
| 574,969 |
Inventories |
| 3,859 |
| 7,274 |
| — |
| 19,121 |
| 426,960 |
| — |
| 457,214 |
Sectoral assets |
| 59,757 |
| — |
| — |
| — |
| — |
| — |
| 59,757 |
Right of use |
| 4,785 |
| 3,786 |
| — |
| 16,664 |
| 98,405 |
| — |
| 123,640 |
Dividends receivable |
| 254,493 |
| — |
| — |
| — |
| — |
| (77,685) |
| 176,808 |
Assets held for sale |
| 726,243 |
| — |
| — |
| — |
| — |
| — |
| 726,243 |
Contract asset |
| 61,777 |
| 25,958 |
| — |
| — |
| — |
| — |
| 87,735 |
Tax credits |
| — |
| — |
| 1,841 |
| 2,134 |
| — |
| — |
| 3,975 |
Property, plant and equipment |
| 257 |
| — |
| 371,229 |
| 5,020 |
| 465,420 |
| — |
| 841,926 |
Intangible |
| 903,471 |
| 2,749,893 |
| 417,398 |
| 60,081 |
| 1,351,446 |
| (1,230,182) |
| 4,252,107 |
investments |
| 2,528,220 |
| — |
| — |
| — |
| — |
| (76,729) |
| 2,451,491 |
Other credits |
| 172,624 |
| 142,180 |
| — |
| 4,899 |
| 40,499 |
| — |
| 360,202 |
Trade payables |
| (90,689) |
| (107,833) |
| (202) |
| (22,048) |
| (236,427) |
| — |
| (457,199) |
Loans and financing |
| — |
| — |
| — |
| (12,825) |
| ��� |
| — |
| (12,825) |
Deferred IR and CS |
| (649,324) |
| (871,183) |
| (66,606) |
| — |
| — |
| 418,262 |
| (1,168,851) |
Taxes to pay |
| (31,217) |
| (14,647) |
| — |
| (1,825) |
| (10,657) |
| — |
| (58,346) |
Provision for contingencies (iii) |
| (11,508) |
| (10,551) |
| — |
| (2,714) |
| — |
| — |
| (24,773) |
Sectoral liabilities |
| (22,524) |
| (117,881) |
| — |
| — |
| — |
| — |
| (140,405) |
Dividends payable |
| — |
| (104,048) |
| — |
| — |
| — |
| 77,685 |
| (26,363) |
Lease Liabilities |
| (8,543) |
| (3,940) |
| — |
| (16,664) |
| (92,988) |
| — |
| (122,135) |
Other obligations |
| (55,132) |
| (8,272) |
| (813) |
| (3,144) |
| (39,814) |
| — |
| (107,175) |
Participation of non-controlling shareholders |
| (2,015,493) |
| (908,883) |
| — |
| — |
| — |
| — |
| (2,924,376) |
Liquid and acquired assets |
| 2,097,758 |
| 945,979 |
| 804,667 |
| 86,200 |
| 2,350,429 |
| (888,649) |
| 5,396,384 |
Consideration transferred for acquisition of non-controlling interests |
| (468,070) |
| — |
| — |
| — |
| — |
| — |
| (468,070) |
Transferred consideration, net of cash acquired |
| 1,629,688 |
| 945,979 |
| 804,667 |
| 86,200 |
| 2,350,429 |
| — |
| 5,816,963 |
Cash received |
| (124,174) |
| (73,298) |
| (81,820) |
| (1,476) |
| (19,811) |
| — |
| (300,579) |
Transferred consideration, net of cash acquired (iv) |
| 1,505,514 |
| 872,681 |
| 722,847 |
| 84,724 |
| 2,330,618 |
| — |
| 5,516,384 |
(i)Consolidation effects from the acquisition of the minority interest in the subsidiary Sulgás.
(ii)The fair value of trade accounts receivable is R$233,356. The gross amount of trade accounts receivable is R$265,279, which is expected to be fully received.
(iii)Compass carried out an assessment of the acquiree's liability proceedings with the internal legal department, where proceedings with a possible probability of loss of a civil, labor, tax and administrative nature were identified in the amount of R$331 referring to the subsidiary Commit and R$ 9,245 to the subsidiary Sulgás, which were recognized as contingent liabilities, as required by CPC 15 / IFRS 3.
(iv)The amount of R$5,516,384 presented in the consolidated, deducting R$393,579 corresponding to the settlement of the first installment for the acquisition of Porto São Luis, on November 3, 2021, we obtain the amount of R$5,122,805, referring to the consideration transferred , net of cash acquired, for the period ended September 30, 2022.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Sulgás
On January 3, 2022, Compass Gás e Energia S.A., through its subsidiary Compass Um Participações S.A. (“Compass Um”) completed the acquisition of 51% of the capital stock of Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) owned by the Government of the State of Rio Grande do Sul for the amount of R$ 945,980, net of anticipation of dividends of R$ 9,264. 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 it exclusively operates this service through a concession model valid until August 2044. Its network of distribution totals approximately 1,400 km, serving more than 72,000 customers in 42 municipalities, with a distributed volume of 2.4 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 preliminary fair value of intangible assets of R$ 2,749,893 includes the effect of allocation of the concession right in the amount of R$ 2,582,077, calculated based on the concession agreement existing between Sulgás and the granting authority. The concession period is 50 years from the contracted date (April 19, 1994 to April 18, 2044).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The consolidated income statement includes, since the acquisition date, revenues and net income in the amount of R$ 1,333,965 and R$ 87,411, 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 Porto São Luís. 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.
The acquisition generated preliminary goodwill in the amount of R$ 417,027 resulting from the acquisition of Porto.
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.
The consolidated income statement since the acquisition date does not have net income and loss in the amount of R$ 945, generated by TUP São Luís.
Tirreno
On May 31, 2022, the subsidiary Moove acquired 100% of the shares of Tirreno, a privately held company based in Brazil, specialized in the production and sale of lubricating oils, additives and fluids. The acquisition aims to increase synergies in automotive and industrial products through technology and manufacturing, distribution and cross-selling opportunities and brands.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
After evaluation at fair value, the company registered capital gains in the amount of R$62,404, comprising Brand assets, Customer Portfolio, Relationship with distributors, Inventory and Fixed Assets. On the closing date, a goodwill of R$ 2,250 was determined, which represents the expected future economic benefit from the synergies arising from the acquisition.
The consolidated income statement includes, since the acquisition date, revenues and net income in the amount of R$80,061 and R$3,033, respectively generated by Tirreno.
Petrochoice
On May 23, 2022, subsidiary Millennium Moove Corp acquired 100% of Stryker Intermediate Holdings and its operating subsidiaries (PetroChoice), a limited company in Delaware - USA and owner of all issued and outstanding shares of the acquiree's share capital.
The entities are experts in comprehensive lubrication and contamination control solutions, serving a wide range of needs and industries. The acquisition is part of Moove's strategic expansion plan, whose objective is to foster synergy in automotive and industrial products through technology and manufacturing, distribution and cross-selling opportunities with other regions already operating, replicating the management model, strategy and group sales.
PetroChoice's consolidated interim financial statements have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) issued by the Financial Accounting Standards Board (“FASB”). Differences between these policies and the accounting practices adopted in Brazil and IFRSs were adjusted for equity accounting and consolidation in these interim financial statements. In the preliminary assessment, the Company identified adjustments in the goodwill and lease accounts.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
After evaluation at fair value, the Company registered capital gains in the amount of US$ 80,893 thousand (R$ 423,718), comprising inventory, property, plant and equipment and intangible assets. In the preliminary evaluation, a goodwill of US$ 71,710 thousand (R$ 375,615) was determined, which represents the expected future economic benefit from the synergies arising from the acquisition. The Purchase Price Allocation or “PPA” work is being finalized and, therefore, the amounts disclosed above may be adjusted.
The consolidated income statement includes, since the acquisition date, revenues and net income in the amount of R$999,478 and R$58,476, respectively generated by Petrochoice.
Commit
On July 11, 2022, Compass Gás e Energia S.A. completed the acquisition of the 51% stake in Petrobras Gás S.A. (“Gaspetro”), for the amount of R$2,097,758, paid in a single installment. Of this amount, R$468,070 refers to the acquisition of 49% of Sulgás, which is not being considered as a business combination carried out in stages, as the Company already controlled this entity.
Upon completion of the acquisition, the subsidiary assumed control of the acquiree. With the acquisition, the subsidiary reinforces its commitment to acting and investing in the natural gas distribution segment, helping to ensure energy security, which is essential for economic growth and increased competitiveness in the regions where it operates. The non-controlling interest of 49% of the common shares belongs to Mitsui Gás e Energia do Brasil Ltda. (“Mitsui”), is measured at fair value and recorded in the subsidiary's equity.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The fair value of the non-controlling interest in the Commit was estimated using the discounted cash flow projection method. The measurement takes into account significant inputs that are not observable in the market, since Commit is a privately held company. The fair value estimate was calculated for each of Commit's investees and subsidiaries considering an average regulatory weighted capital cost rate, concession term, regulatory margin and estimated volumes.
On July 12, 2022, the change of the corporate name of Gaspetro to Commit Gás e Energia S.A. was announced. (“Commit”). Commit has interests in 18 piped natural gas distributors from different regions of the country and seeks to promote the best practices for sustainable development in the sector. Below we present the investees and their respective ownership percentages:
Distributors | % of participation |
Parent company |
|
Gás Brasiliano Distribuidora S.A. (“Gas Brasiliano”) | 100.00% |
|
|
Investments valued using the equity method |
|
Companhia de Gás do Estado do Mato Grosso do Sul (“MSGás”) | 49.00% |
Companhia Potiguar de Gás (“Potigás”) (ii) | 83.00% |
Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) (i) | 49.00% |
CEG Rio S.A. (“CEG Rio”) | 37.41% |
Gás de Alagoas S.A. (“Algás”) | 41.50% |
Companhia de Gás da Bahia (“Bahiagás”) | 41.50% |
Companhia de Gás do Ceará (“Cegás”) | 41.50% |
Companhia Paranaense de Gás (“Compagás”) | 24.50% |
Companhia Pernambucana de Gás (“Copergás”) | 41.50% |
Companhia de Gás do Amapá (“Gasap”) | 37.25% |
Companhia de Gás do Piauí (“Gaspisa”) | 37.25% |
Companhia Paraibana de Gás (“PBGás”) | 41.50% |
Cia Rondoniense de Gás (“Rongás”) | 41.50% |
Sergipe Gás S.A. (“Sergás”) | 41.50% |
Companhia de Gás de Santa Catarina (“SCGás”) | 41.00% |
Companhia Brasiliense de Gás (“CEBGás”) | 32.00% |
Agência Goiana de Gás Canalizado S.A. (“GoiasGás”) | 30.46% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
(i)The subsidiary Compass Um Participações S.A. holds the remaining 51% of that entity.
(ii)The subsidiary does not control the investee Potigas, as the State of Rio Grande do Norte holds 51% of the common shares with voting rights, while Commit holds 49%.
After preliminary evaluation at fair value, the subsidiary recorded capital gains in the amount of R$2,668,883, comprising investment, intangible assets and contingencies. The surplus related to the concession right of the non-controlled investees was allocated as part of the investment and will be amortized based on the concession agreement of each investee.
The consolidated income statement includes, since the acquisition date, revenues and net income in the amount of R$862,747 and R$650,688, respectively generated by Commit. If the acquired subsidiary had been consolidated since January 1, 2022, the consolidated income statement for the period for the gas and energy segment ended September 30, 2022 would have presented net income of R$15,412,456 and net income of R$1,899,645.
9.3 Non-controlling interests in subsidiaries
Below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before intercompany eliminations.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| Shares issued by the subsidiary |
| Shares held by non-controlling shareholders |
| Non-controlling interest |
Rumo S.A. | 1,854,158,791 |
| 1,291,629,301 |
| 69.66% |
Castanheira Propriedades Agrícolas S.A. | 83,850,838 |
| 41,925,419 |
| 50.00% |
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% |
Sinlog Tecnologia em Logística S.A. | 108,567 |
| 46,164 |
| 42.52% |
Cosan Lubes Investment | 34,963,764 |
| 10,489,129 |
| 30.00% |
Payly Soluções de Pagamentos S.A. | 78,527,201 |
| 19,631,324 |
| 25.00% |
Compass Gás e Energia | 714,190,095 |
| 85,702,404 |
| 12.00% |
Cosan Limited Partners Brasil Consultoria Ltda | 160,000 |
| 4,000 |
| 2.50% |
Comgás | 132,520,587 |
| 1,139,210 |
| 0.86% |
Commit Gás S.A. | 110,993 |
| 54,387 |
| 49.00% |
The following table summarizes information relating to each of the Company's subsidiaries that has material non-controlling interests, prior to any intra-group elimination.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| At January 1, 2022 |
| Interest in earnings of subsidiaries |
| Sales or purchase of interests |
| Other comprehensive income (loss) |
| Dividends |
| Acquisition of non-controlling interest (ii) |
| Business combination (note 9.2) |
| Other (i) |
| At September 30, 2022 |
Comgás | 28,466 |
| 10,676 |
| — |
| — |
| (6,276) |
| — |
| — |
| (118) |
| 32,748 |
Sulgás | — |
| 6,466 |
| — |
| — |
| (26,701) |
| (888,450) |
| 908,883 |
| (198) |
| — |
Commit Gás S.A. | — |
| 82,950 |
| — |
| — |
| (31,850) |
| — |
| 2,015,493 |
| — |
| 2,066,593 |
Compass Gás e Energia | 761,432 |
| 163,311 |
| (78) |
| — |
| (19,059) |
| — |
| — |
| (1,627) |
| 903,979 |
Rumo S.A. | 10,527,777 |
| 187,807 |
| 23,165 |
| 1,805 |
| (2,119) |
| — |
| — |
| (22,515) |
| 10,715,920 |
Sinlog Tecnologia em Logística S.A. | 6,549 |
| (5,262) |
| 16,039 |
| — |
| — |
| — |
| — |
| — |
| 17,326 |
Cosan Limited Partners Brasil | 14 |
| (5) |
| — |
| — |
| — |
| — |
| — |
| — |
| 9 |
Cosan Lubes | 683,143 |
| 157,047 |
| — |
| (51,191) |
| — |
| — |
| — |
| — |
| 788,999 |
Payly | 2,602 |
| (1,250) |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,352 |
Radar II Propriedades Agrícolas S.A. | — |
| 17,719 |
| — |
| — |
| (19,305) |
| — |
| — |
| 754,421 |
| 752,835 |
Radar Propriedades Agrícolas S.A. | — |
| 1,975 |
| — |
| — |
| (5,377) |
| — |
| — |
| 198,579 |
| 195,177 |
Nova Agrícola Ponte Alta S.A. | — |
| 3,245 |
| — |
| — |
| (8,493) |
| — |
| — |
| 319,039 |
| 313,791 |
Nova Amaralina S.A. Propriedades Agrícolas | — |
| 690 |
| — |
| — |
| (1,617) |
| — |
| — |
| 152,744 |
| 151,817 |
Nova Santa Bárbara Agrícola S.A. | — |
| 93 |
| — |
| — |
| (269) |
| — |
| — |
| 25,485 |
| 25,309 |
Terras da Ponte Alta S.A. | — |
| 30 |
| — |
| — |
| (207) |
| — |
| — |
| 50,309 |
| 50,132 |
Paineira Propriedades Agrícolas S.A. | — |
| 1,267 |
| — |
| — |
| (4,541) |
| — |
| — |
| 126,402 |
| 123,128 |
Manacá Propriedades Agrícolas S.A. | — |
| 1,026 |
| — |
| — |
| (6,765) |
| — |
| — |
| 137,079 |
| 131,340 |
Castanheira Propriedades Agrícolas S.A. | — |
| 1,575 |
| — |
| — |
| (6,227) |
| — |
| — |
| 199,327 |
| 194,675 |
Violeta Fundo de Investimento Multimercado | 2,119,102 |
| 69,200 |
| (107,359) |
| 11,143 |
| (132,885) |
| — |
| — |
| (1,959,201) |
| — |
| 14,129,085 |
| 698,560 |
| (68,233) |
| (38,243) |
| (271,691) |
| (888,450) |
| 2,924,376 |
| (20,274) |
| 16,465,130 |
(i)Refers substantially to the transfer of investment from Violeta Fundo de Investimento Multimercado to Grupo Radar.
(ii)Acquisition of non-controlling interest in Sulgás through the Commit Business Combination, as disclosed in Note 9.2.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
10 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 | (153,558) |
Other comprehensive (losses) income | 987,941 |
Interest on capital (i) | (126,522) |
Dividends (i) | (143,995) |
At September 30, 2022 | 11,500,529 |
(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. On April 1 and 27, 2022, interest on equity was paid in the period, in the amount of R$ 107,706.
On May 1, 2022, Raízen concluded the acquisition of all the shares representing the capital stock of Neolubes Indústria de Lubrificantes Ltda. The agreement provided for certain post-transaction price adjustments, which were entered into and concluded between Raízen and the sellers on September 13, 2022. The transaction resulted in the recognition of a gain on bargain purchase, preliminarily determined, in the amount of R$ 174,798 that impacted the Company's equity in equity in the amount of R$ 77,209.
The balance sheet and income statement of the jointly-owned subsidiary are disclosed in Note 4 – Segment information.
As of September 30, 2022, the Company was in compliance with the covenants of the contract that governs the joint venture.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
11 Property, plant and equipment, intangible assets, goodwill and contract asset
11.1 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 9.2) | 322,374 |
| 229,595 |
| — |
| — |
| 153,661 |
| 136,296 |
| 841,926 |
| — |
Additions | 2,587 |
| 9,877 |
| 772 |
| 10,577 |
| 2,356,729 |
| (3,783) |
| 2,376,759 |
| 1,070 |
Disposals | (1,445) |
| (2,647) |
| (42,812) |
| (52) |
| (9,024) |
| (48,840) |
| (104,820) |
| — |
Transfers (ii) | 150,039 |
| 109,419 |
| 314,079 |
| 1,256,671 |
| (1,916,292) |
| 25,180 |
| (60,904) |
| (340) |
Assets held for sale (note 8) | (396,614) |
| (528,452) |
| — |
| — |
| (23,444) |
| (5,143) |
| (953,653) |
| — |
Effect of exchange rate fluctuations | 44,247 |
| 141,344 |
| — |
| — |
| 428 |
| 151,898 |
| 337,917 |
| — |
At September 30, 2022 | 2,122,353 |
| 1,933,750 |
| 8,010,928 |
| 10,022,197 |
| 3,806,711 |
| 697,350 |
| 26,593,289 |
| 82,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 | (56,367) |
| (137,907) |
| (430,456) |
| (499,768) |
| — |
| (25,814) |
| (1,150,312) |
| (6,033) |
Disposals | 2,467 |
| 32,927 |
| 37,239 |
| 8 |
| — |
| 50,187 |
| 122,828 |
| — |
Transfers (ii) | (18,603) |
| (2,892) |
| — |
| 23,931 |
| — |
| (618) |
| 1,818 |
| — |
Assets held for sale (note 8) | 208,661 |
| 406,945 |
| — |
| — |
| — |
| 4,008 |
| 619,614 |
| — |
Effect of exchange rate fluctuations | (26,384) |
| (137,323) |
| — |
| — |
| — |
| (130,910) |
| (294,617) |
| — |
At September 30, 2022 | (508,844) |
| (720,792) |
| (3,235,267) |
| (3,591,470) |
| (13,379) |
| (138,428) |
| (8,208,180) |
| (34,432) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 30, 2022 | 1,613,509 |
| 1,212,958 |
| 4,775,661 |
| 6,430,727 |
| 3,793,332 |
| 558,922 |
| 18,385,109 |
| 47,704 |
(i) As of September 30, 2022, railcars and locomotives in the amount of R$745,203 (R$745,203 as of December 31, 2021) were pledged to guarantee bank loans (Note 5.6).
(ii) Transfers of fixed assets as a result of capitalization and other reclassifications of said assets.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Capitalization of borrowing costs
At Rumo, during the period ended September 30, 2022, capitalized borrowing costs were R$ 63,349 (R$ 51,598 as of September 30, 2021), using an average rate of 12.83% (10.32 % as of September 30, 2021) to capitalize borrowing costs.
While at TRSP, during the period ended September 30, 2022, the subsidiary capitalized R$ 40,196 (R$ 30,567 as of September 30, 2021) at a weighted average rate of 7.67% p.a.
11.2 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 | 4,731 |
| 19,932 |
| 2,605 |
| — |
| 81,582 |
| 3,618 |
| 112,468 |
| 98 |
Business combination (Note 9.2) | 764,035 |
| 2,423,182 |
| — |
| 146,354 |
| 918,247 |
| 289 |
| 4,252,107 |
| — |
Disposals | — |
| (30,735) |
| — |
| — |
| (1) |
| (16) |
| (30,752) |
| — |
Transfers (i) | — |
| 562,179 |
| (1,904) |
| — |
| (6) |
| 28,951 |
| 589,220 |
| 340 |
Assets held for sale (note 8) | (62,922) |
| (5,403) |
| (317,148) |
| — |
| — |
| (26,169) |
| (411,642) |
| — |
Effect of exchange rate fluctuations | (16,768) |
| — |
| 4,258 |
| 6,798 |
| 61,832 |
| 990 |
| 57,110 |
| — |
At September 30, 2022 | 1,821,893 |
| 22,585,679 |
| 66,993 |
| 219,792 |
| 2,665,721 |
| 516,716 |
| 27,876,794 |
| 16,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | — |
| (3,910,259) |
| (167,287) |
| (9,201) |
| (1,028,608) |
| (411,430) |
| (5,526,785) |
| (13,927) |
Additions | — |
| (600,414) |
| (8,879) |
| — |
| (97,471) |
| (24,689) |
| (731,453) |
| (564) |
Disposals | — |
| 19,295 |
| — |
| — |
| 1 |
| 10 |
| 19,306 |
| — |
Assets held for sale (note 8) | — |
| 5,403 |
| 157,743 |
| — |
| — |
| 12,470 |
| 175,616 |
| — |
Effect of exchange rate fluctuations | — |
| — |
| (4,258) |
| — |
| 22,622 |
| (1,004) |
| 17,360 |
| — |
At September 30, 2022 | — |
| (4,485,975) |
| (22,681) |
| (9,201) |
| (1,103,456) |
| (424,643) |
| (6,045,956) |
| (14,491) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 1,132,817 |
| 15,706,265 |
| 211,895 |
| 57,439 |
| 575,459 |
| 97,623 |
| 17,781,498 |
| 1,804 |
At September 30, 2022 | 1,821,893 |
| 18,099,704 |
| 44,312 |
| 210,591 |
| 1,562,265 |
| 92,073 |
| 21,830,838 |
| 1,678 |
(i) The amount of transfers also includes a portion of R$25,171 of the intangible asset that was reclassified to a financial asset.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Amortization methods and useful lives
Intangible assets (excluding goodwill) | Annual rate of amortization |
| September 30, 2022 |
| December 31, 2021 |
Compass (i) /(iii) | During the concession and extension period |
| 11,436,580 |
| 8,953,495 |
Rumo(ii) | 1.59% |
| 6,663,124 |
| 6,752,770 |
|
|
| 18,099,704 |
| 15,706,265 |
|
|
|
|
|
|
Operating license for port terminal | 3.70% |
| 44,312 |
| 211,895 |
|
|
| 44,312 |
| 211,895 |
Trademarks |
|
|
|
|
|
Comma | Undefined |
| 64,237 |
| 57,439 |
Petrochoice |
| 146,354 |
| — | |
|
|
| 210,591 |
| 57,439 |
Customers relationship |
|
|
|
|
|
Compass | 20.00% |
| 281,416 |
| 276,811 |
Moove (iii) | 5% to 20% |
| 1,278,674 |
| 297,286 |
Other | 20.00% |
| 2,175 |
| 1,362 |
|
|
| 1,562,265 |
| 575,459 |
Other |
|
|
|
|
|
Software license | 20.00% |
| 66,460 |
| 46,770 |
Other | 20.00% |
| 25,613 |
| 50,853 |
|
|
| 92,073 |
| 97,623 |
|
|
|
|
|
|
Total |
|
| 20,008,945 |
| 16,648,681 |
(i) Intangible asset of the public gas distribution service concession, which represents the right to charge users for the supply of gas, comprising: (i) the concession rights recognized in the business combination and (ii) the assets of the concession;
(ii) Refers to Rumo's railroad concession agreement. The amount will be amortized until the end of the concession in 2079.
(iii) Increase substantially due to the business combination as detailed in note 9.2.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
11.3 Contract asset
| Compass |
| Moove |
| Total |
At December 31, 2021 | 684,970 |
| 21,012 |
| 705,982 |
Additions | 798,360 |
| 10,794 |
| 809,154 |
Disposals | — |
| (18,232) |
| (18,232) |
Business combination (note 9.2) | 87,735 |
| — |
| 87,735 |
Transfers to intangible assets (i) | (594,993) |
| — |
| (594,993) |
At September 30, 2022 | 976,072 |
| 13,574 |
| 989,646 |
(i) The amount of transfers also includes a portion of the intangible asset that was reclassified to a financial asset.
During the period ended September 30, 2022, R$ 79,081 was transferred to the balance of internally generated intangibles.
Investment commitments
The indirect subsidiary Comgás assumed long-term commitments in its concession agreement that include investments (expansion, improvements and maintenance) to be carried out until the end of the concession period, on May 30, 2049. The values of the investments, estimated at the time , for expansion projects and operational support exceed R$ 20,000,000, in addition to investments in administrative support, with an expected disbursement of around R$ 3,000,000.
Considering that the concession contract provides for regulation by incentive, defining an efficient business plan at each five-year cycle in light of a rate of return on capital defined at the time to guarantee the opportunity for the concessionaire to obtain an appropriate remuneration for its investments, for each tariff review subsidiary Comgás will propose a binding regulatory plan, in line with the reality of the time and considering the rate of return on capital defined by the regulatory body.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Capitalization of borrowing costs
During the period ended September 30, 2022, the indirect subsidiary Comgás capitalized R$48,970 at an average rate of 12.12% p.a. (R$25,716 and 7.63% in the period ended September 30, 2021).
11.4 Right-of-use
| Consolidated |
| Parent Company | ||||||||||||
| Land, buildings and improvements |
| 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 |
Business combination (Note 9.2) | 121,110 |
| 2,230 |
| — |
| — |
| 300 |
| — |
| 123,640 |
| — |
Additions | 64,940 |
| 61,985 |
| 1,006 |
| — |
| 4,336 |
| 111,459 |
| 243,726 |
| 541 |
Contractual adjustments | 9,315 |
| 18,846 |
| 3,480 |
| (1,079) |
| 1,542 |
| 156,636 |
| 188,740 |
| 120 |
Disposals | (24,005) |
| (724) |
| — |
| — |
| — |
| — |
| (24,729) |
| (15,261) |
Assets held for sale (note 8) | — |
| — |
| — |
| — |
| — |
| (106,365) |
| (106,365) |
| — |
Effect of exchange rate fluctuations | 15,803 |
| (496) |
| — |
| — |
| (504) |
| — |
| 14,803 |
| — |
At September 30, 2022 | 442,046 |
| 224,290 |
| 943,096 |
| 85,949 |
| 34,773 |
| 7,962,043 |
| 9,692,197 |
| 34,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | (67,919) |
| (29,258) |
| (399,218) |
| (16,959) |
| (15,125) |
| (776,636) |
| (1,305,115) |
| (15,358) |
Additions | (39,278) |
| (21,348) |
| (27,286) |
| (3,285) |
| (6,508) |
| (232,175) |
| (329,880) |
| (3,865) |
Disposals | 6,099 |
| 710 |
| — |
| — |
| — |
| — |
| 6,809 |
| 5,635 |
Assets held for sale (note 8) | — |
| — |
| — |
| — |
| — |
| 20,534 |
| 20,534 |
| — |
Effect of exchange rate fluctuations | 1,771 |
| 28 |
| — |
| — |
| 265 |
| — |
| 2,064 |
| — |
At September 30, 2022 | (99,327) |
| (49,868) |
| (426,504) |
| (20,244) |
| (21,368) |
| (988,277) |
| (1,605,588) |
| (13,588) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2022 | 186,964 |
| 113,191 |
| 539,392 |
| 70,069 |
| 13,974 |
| 7,023,677 |
| 7,947,267 |
| 34,171 |
At September 30, 2022 | 342,719 |
| 174,422 |
| 516,592 |
| 65,705 |
| 13,405 |
| 6,973,766 |
| 8,086,609 |
| 21,341 |
11.5 Properties for investments and properties held for sale
Accounting policy The Company classifies non-current assets (mainly agricultural investment properties, of the Cosan Investments segment) and disposal groups as held for sale if their book values are recovered mainly through a sale transaction and not through continued use. Non-current assets and disposal groups classified as held for sale (except investment properties measured at fair value) are measured at the lower of book value and fair value less costs to sell. Selling costs are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding financial expenses and income tax expenses. The criterion for classifying held for sale is considered to be met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its current condition. Actions required to complete the sale must indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale is expected to be completed within one year from the date of classification. Investment properties held for sale continue to be measured at fair value. Assets and liabilities classified as held for sale are presented separately in the balance sheet. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The balances of properties held for sale and investment properties are shown below:
|
| Investment properties |
| Properties held for sale |
| Total |
December 31, 2021 |
| 3,886,696 |
| — |
| 3,886,696 |
Gain in fair value variation |
| 59,061 |
| — |
| 59,061 |
Additions |
| 8,280 |
| — |
| 8,280 |
Transfers |
| (18,384) |
| 18,384 |
| — |
Asset sale |
| — |
| (10,336) |
| (10,336) |
September 30, 2022 |
| 3,935,653 |
| 8,048 |
| 3,943,701 |
12 Commitments
Considering the current gas supply contracts, Compass Gás e Energia S.A. and its subsidiaries has a financial commitment that totaled an estimated present value of R$15,989,997, the amount of which includes the minimum volume established in the contract, both in commodities and in transportation, with a term until December 2025.
The subsidiary Compass Gás e Energia, through Compass Comercialização, has a contract for the supply of Liquefied Natural Gas ("GNL") with Total Gas & Power Limited ("Total") which, after overcoming the preceding conditions, is committed to incur the staggered acquisition of GNL supply of up to 120 TBTU for a period of 10 years.
The sub-concession agreements for which Rumo, through its subsidiaries, generally include commitments to execute investments with certain characteristics during the term of the agreement. We can highlight:
(i) Capacity increase in Rumo Malha Paulista and reduction of urban conflicts, estimated by the agency at R$ 6,100,000.
(ii) Investments in Rumo Malha Central at R$ 645,573.
(iii) Improvements and modernization of the facilities and equipment of the port elevations estimated at R$ 340,000.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
13 Concessions payable and commitments
| September 30, 2022 |
| December 31, 2021 |
Court discussion: |
|
|
|
Rumo Malha Paulista S.A. | 41,483 |
| 55,170 |
Rumo Malha Oeste S.A. | 1,897,759 |
| 1,747,233 |
| 1,939,242 |
| 1,802,403 |
|
|
|
|
Railroad concession: |
|
|
|
Rumo Malha Paulista S.A. | 1,096,788 |
| 1,145,450 |
| 1,096,788 |
| 1,145,450 |
|
|
|
|
Payables: |
|
|
|
Rumo Malha Sul S.A. | 82,526 |
| 85,713 |
Rumo Malha Paulista S.A. | 49,595 |
| 20,682 |
Rumo Malha Paulista S.A. | 17,313 |
| - |
| 149,434 |
| 106,395 |
|
|
|
|
Total | 3,185,464 |
| 3,054,248 |
|
|
|
|
Current | 184,970 |
| 160,771 |
Non-current | 3,000,494 |
| 2,893,477 |
| 3,185,464 |
| 3,054,248 |
On January 17, 2022, Rumo Malha Oeste S.A. paid and resumed payments of the quarterly installments falling due under the original Concession and Lease Agreements, in compliance with clause ten and item XII of the second amendment signed between the subsidiary and Agência Nacional de Transportes Terrestres - ANTT on May 19, 2021.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Leases and grants under IFRS16
| September 30, 2022 |
| December 31, 2021 |
Leases: |
|
|
|
Rumo Malha Sul S.A. | 568,914 |
| 623,155 |
Rumo Malha Paulista S.A. | 500,910 |
| 508,169 |
Rumo Malha Oeste S.A. | 200,794 |
| 216,101 |
Elevações Portuárias S.A. | - |
| 97,046 |
Portofer Transporte Ferroviário Ltda. | 12,639 |
| 13,921 |
| 1,283,257 |
| 1,458,392 |
|
|
|
|
Grants: |
|
|
|
Rumo Malha Paulista S.A. | 739,843 |
| 590,594 |
Rumo Malha Central S.A. | 773,719 |
| 614,410 |
| 1,513,562 |
| 1,205,004 |
|
|
|
|
Total | 2,796,819 |
| 2,663,396 |
|
|
|
|
Current | 287,895 |
| 274,774 |
Non-current | 2,508,924 |
| 2,388,622 |
| 2,796,819 |
| 2,663,396 |
(i) | For the period ended September 30, 2022, the subsidiary reclassified the balances of Elevações Portuárias S.A. for non-current liabilities available for sale. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
14 Other taxes payable
|
| Parent Company |
| Consolidated | ||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Tax amnesty and refinancing program |
| 199,948 |
| 194,228 |
| 206,635 |
| 200,664 |
ICMS – State VAT |
| — |
| — |
| 342,588 |
| 278,351 |
COFINS – Revenue tax |
| 48,035 |
| 48,229 |
| 91,283 |
| 88,214 |
PIS – Revenue tax |
| 2,670 |
| 8,530 |
| 9,216 |
| 15,082 |
INSS – Social security |
| 29,222 |
| 22,293 |
| 38,260 |
| 34,215 |
Withholding income tax |
| — |
| — |
| 5,299 |
| 11,024 |
Other |
| 2,202 |
| 3,099 |
| 52,359 |
| 55,559 |
|
| 282,077 | �� | 276,379 |
| 745,640 |
| 683,109 |
|
|
|
|
|
|
|
|
|
Current |
| 135,560 |
| 134,956 |
| 593,460 |
| 536,220 |
Non-current |
| 146,517 |
| 141,423 |
| 152,180 |
| 146,889 |
|
| 282,077 |
| 276,379 |
| 745,640 |
| 683,109 |
15 Income tax and social contribution
a) Reconciliation of income and social contribution tax expenses
|
| Parent Company | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Profit before taxes |
| (552,499) |
| (672,880) |
| 3,231,104 |
| 4,762,826 |
Income tax and social contribution nominal rate (34%) |
| 187,850 |
| 228,779 |
| (1,098,575) |
| (1,619,361) |
|
|
|
|
|
|
|
|
|
Adjustments to determine the effective rate |
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) (i) |
| 160,905 |
| 700,432 |
| 1,347,885 |
| 1,933,061 |
Differences in tax rates on earnings (losses) of overseas companies |
| (25,270) |
| (31,281) |
| — |
| (5,382) |
Share-based payment transactions |
| (22) |
| (66) |
| 560 |
| 487 |
Interest on shareholders’ equity |
| (15,975) |
| (66,544) |
| — |
| — |
Selic on overdraft |
| 6,871 |
| 11,652 |
| — |
| — |
Other |
| 36,232 |
| 12,898 |
| (216,293) |
| (225,786) |
Income tax and social contribution (current and deferred) |
| 350,591 |
| 855,870 |
| 33,577 |
| 83,019 |
|
|
|
|
|
|
|
|
|
Effective rate - % |
| 63.46% |
| 127.20% |
| (1.04%) |
| (1.74%) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| Consolidated | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Profit before taxes |
| 3,723 |
| 564,986 |
| 3,440,716 |
| 5,566,059 |
Income tax and social contribution nominal rate (34%) |
| (1,266) |
| (192,095) |
| (1,169,843) |
| (1,892,460) |
|
|
|
|
|
|
|
|
|
Adjustments to determine the effective rate |
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) (i) |
| (41,111) |
| 70,761 |
| 1,134,613 |
| 1,371,395 |
Differences in tax rates on earnings (losses) of overseas companies |
| (28,496) |
| (19,371) |
| (5,281) |
| (22,527) |
Granted income tax incentive |
| 56,629 |
| 151,589 |
| 38,108 |
| 131,816 |
Share-based payment transactions |
| (22) |
| (66) |
| 560 |
| 487 |
Interest on shareholders’ equity |
| 13,067 |
| (28,846) |
| (25,164) |
| (41,643) |
Non-deductible expenses (donations, gifts, etc.) |
| (2,026) |
| (5,710) |
| (1,095) |
| (19,276) |
Tax losses not recorded |
| 2,931 |
| (215,192) |
| (52,529) |
| (87,761) |
ICMS benefit - extemporaneous tax credits (ii) |
| 98,772 |
| 274,584 |
| 43,230 |
| 261,286 |
ICMS benefit - current period (ii) |
| 66,809 |
| 169,878 |
| 27,252 |
| 70,371 |
Rate difference |
| (353) |
| 16,715 |
| — |
| — |
Goodwill amortization effect |
| 318 |
| 953 |
| — |
| 317 |
Selic on overdraft |
| 20,137 |
| 10,498 |
| — |
| — |
Other |
| 64,734 |
| 82,866 |
| (72,547) |
| (76,663) |
Income tax and social contribution (current and deferred) |
| 250,123 |
| 316,564 |
| (82,696) |
| (304,658) |
|
|
|
|
|
|
|
|
|
Effective rate - % |
| (6,718.32%) |
| (56.03%) |
| 2.40% |
| 5.47% |
(i)Equity also includes, in the amount of R$ 23,165, the amortization of the surplus value of Raizen, which is treated as a temporary difference.
(ii)In the current year, the subsidiary Comgás recognized an extemporaneous credit in the amount of R$ 179,304 (R$ 156,782 principal and R$ 22,522 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, and 2019, 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 tax base reduction of ICMS in the State of São Paulo from 12% to 15.6% by virtue of 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. These credits were recognized by the subsidiary Comgás based on its best understanding of the subject, substantiated by the opinion of its external legal advisors, which also took into account all the jurisprudence applicable to the subject. Comgás took into account all the accounting rules in force, which, after being analyzed together, did not indicate any other accounting effect to be recognized. In March 2022, there was a judgment on the subject in the 1st Panel of the STJ favorable to the taxpayer, involving tax benefit of deferral of ICMS, obtained by contract. In April 2022, there was a judgment in the 2nd Panel of the STJ unfavorable to the taxpayer, in a case that involved a reduction in the ICMS tax base. Based on these events, Management, based on the opinions of its legal advisors, reclassified the probability of loss in any specific discussion on the topic from remote to possible. The amount used by the Company referring to extemporaneous and current credit, until September 30, 2022, totals R$ 758,340 (R$ 667,666 principal and R$ 90,674 interest).
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
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 | ||||
| September 30, 2022 |
| December 31, 2021 (Restated) (i) |
| September 30, 2022 |
| December 31, 2021 (Restated) (i) |
Assets credit of: |
|
|
|
|
|
|
|
Income tax losses | 956,237 |
| 529,834 |
| 2,409,326 |
| 1,739,847 |
Social contribution losses | 344,780 |
| 191,275 |
| 878,989 |
| 627,860 |
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
Foreign exchange - Loans and borrowings | 1,413,459 |
| 1,482,132 |
| 1,571,014 |
| 1,667,500 |
Provision for legal proceedings | 104,825 |
| 82,440 |
| 234,048 |
| 222,454 |
Loss allowances for impairment (Rumo Malha Oeste) | — |
| — |
| 34,011 |
| 34,704 |
Post-employment benefits | — |
| — |
| 164,076 |
| 160,082 |
Allowance for expected credit losses | — |
| — |
| 27,457 |
| 21,747 |
Tax credit losses | 6,985 |
| 6,985 |
| 70,092 |
| 67,760 |
Share-based payment transactions | 23,880 |
| 17,479 |
| 74,938 |
| 50,114 |
Leases | 2,476 |
| 1,998 |
| 167,898 |
| 189,890 |
Unrealized result with derivatives | — |
| — |
| 291,216 |
| — |
Profit sharing | 15,600 |
| 17,507 |
| 91,158 |
| 98,224 |
Business combination - Fixed assets | — |
| — |
| 39,536 |
| 24,318 |
Business combination - Intangible | — |
| — |
| 119,289 |
| 111,590 |
Selic on overdraft | 77,645 |
| 77,645 |
| 100,264 |
| 100,369 |
Miscellaneous expense allowance | 153,463 |
| 179,449 |
| 600,175 |
| 342,307 |
Other (ii) | 44,887 |
| — |
| 591,879 |
| 232,647 |
Total | 3,144,237 |
| 2,586,744 |
| 7,465,366 |
| 5,691,413 |
|
|
|
|
|
|
|
|
Liabilities credit of: |
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Review of useful life of property, plant and equipment | — |
| — |
| (388,297) |
| (350,110) |
Business combination - Fixed assets | — |
| — |
| (59,721) |
| (40,294) |
Tax goodwill | — |
| — |
| (357,486) |
| (397,239) |
Unrealized gains on derivatives instruments | (396,688) |
| (748,873) |
| (647,002) |
| (1,028,058) |
Fair value option in loans | — |
| — |
| (529,502) |
| (126,174) |
Marketable securities | — |
| — |
| (96,344) |
| (62,593) |
Investment properties | — |
| — |
| (101,843) |
| (100,197) |
Capitalized interest | — |
| — |
| (104,237) |
| (44,563) |
Multimarket Fund Income not redeemed | — |
| (2,596) |
| — |
| (2,596) |
Income on formation of joint ventures | (645,342) |
| (602,673) |
| (645,342) |
| (602,673) |
Business Combination - Fixed Assets / Intangibles | — |
| — |
| (4,452,589) |
| (3,492,345) |
Other (iii) | (468,651) |
| (454,916) |
| (782,628) |
| (210,999) |
Total | (1,510,681) |
| (1,809,058) |
| (8,164,991) |
| (6,457,841) |
|
|
|
|
|
|
|
|
Total of deferred taxes recorded, net | 1,633,556 |
| 777,686 |
| (699,625) |
| (766,428) |
|
|
|
|
|
|
|
|
Deferred tax assets | 1,633,556 |
| 777,686 |
| 4,139,006 |
| 3,051,628 |
Deferred tax liabilities | — |
| — |
| (4,838,631) |
| (3,818,056) |
Total deferred, net | 1,633,556 |
| 777,686 |
| (699,625) |
| (766,428) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
(i)The corresponding amounts as of December 31, 2021, listed in the table above, are being restated for a better classification between assets and liabilities, with no impact on the total amounts presented above.
(ii)Refers mainly to deferred expenses in Malha Central (R$ 137,503) and Malha Norte (R$ 49,950)
(iii)It mainly refers to the tax loss recognized in the capital contribution in a subsidiary.
c) Analytical movement in deferred tax assets and liabilities
|
| Parent Company | ||||||||||
|
| Tax loss and negative basis |
| Employee benefits |
| Provisions |
| Leases |
| Other |
| Total |
At December 31, 2021 |
| 721,109 |
| 34,986 |
| 268,874 |
| 1,998 |
| 1,559,777 |
| 2,586,744 |
Credited / (charged) to the profit for period |
| 579,908 |
| 4,494 |
| (3,132) |
| 478 |
| 44,418 |
| 626,166 |
Exchange differences |
| — |
| — |
| — |
| — |
| (68,673) |
| (68,673) |
At September 30, 2022 |
| 1,301,017 |
| 39,480 |
| 265,742 |
| 2,476 |
| 1,535,522 |
| 3,144,237 |
| Parent Company | ||||||
| Effects on the formation of joint ventures |
| Unrealized gains on derivatives |
| Other |
| Total |
|
|
| |||||
At December 31, 2021 | (602,673) |
| (748,873) |
| (457,512) |
| (1,809,058) |
(Charged) / credited to the profit for period | (42,669) |
| 352,185 |
| (11,139) |
| 298,377 |
At September 30, 2022 | (645,342) |
| (396,688) |
| (468,651) |
| (1,510,681) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,633,556 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| Consolidated | ||||||||||||||||
| Tax loss and negative basis |
| Post-employment obligations |
| Employee benefits |
| Provisions |
| Leases |
| Unrealized gains on derivatives |
| Intangible assets |
| Other |
| Total |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
| ||||||||||
At December 31, 2021 | 2,367,707 |
| 160,082 |
| 148,338 |
| 688,972 |
| 189,890 |
| — |
| 111,590 |
| 2,024,834 |
| 5,691,413 |
Credited / (charged) to the profit for period | 920,608 |
| 3,994 |
| 17,758 |
| 240,603 |
| (21,992) |
| 291,216 |
| 7,699 |
| 366,657 |
| 1,826,543 |
Recognized in equity | — |
| — |
| — |
| — |
| — |
| — |
| — |
| (37,476) |
| (37,476) |
Business combination (Note 9.2) | — |
| — |
| — |
| 36,208 |
| — |
| — |
| — |
| 45,164 |
| 81,372 |
Exchange differences | — |
| — |
| — |
| — |
| — |
| — |
| — |
| (96,486) |
| (96,486) |
At September 30, 2022 | 3,288,315 |
| 164,076 |
| 166,096 |
| 965,783 |
| 167,898 |
| 291,216 |
| 119,289 |
| 2,302,693 |
| 7,465,366 |
| Consolidated |
|
|
|
| ||||||||||||
| Effects on the formation of joint ventures |
| Intangible assets |
| Unrealized gains on derivatives |
| Property, plant and equipment |
| Fair value adjustment |
| Leases |
| Provisions |
| Other |
| Total |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
| ||||||||||
At December 31, 2021 | (602,673) |
| (3,492,345) |
| (1,028,058) |
| (350,110) |
| (126,174) |
| (3,219) |
| (11,427) |
| (843,835) |
| (6,457,841) |
Credited / (charged) to the profit for period | (42,669) |
| 147,310 |
| 358,403 |
| (38,187) |
| (336,722) |
| (15,186) |
| (18,952) |
| (541,185) |
| (487,188) |
Other comprehensive income | — |
| — |
| 22,653 |
| — |
| — |
| — |
| — |
| 7,608 |
| 30,261 |
Business combination (Note 9.2) | — |
| (1,160,238) |
| — |
| — |
| (66,606) |
| — |
| — |
| (23,379) |
| (1,250,223) |
At September 30, 2022 | (645,342) |
| (4,505,273) |
| (647,002) |
| (388,297) |
| (529,502) |
| (18,405) |
| (30,379) |
| (1,400,791) |
| (8,164,991) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (699,625) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
16 Provision for legal proceedings and judicial deposits
The Company has contingent liabilities as of September 30, 2022 and December 31, 2021 in relation to:
| Provision for legal proceedings | ||||||
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Tax | 206,500 |
| 164,652 |
| 709,792 |
| 647,610 |
Civil, environmental and regulatory | 148,081 |
| 123,420 |
| 622,003 |
| 585,034 |
Labor | 73,116 |
| 73,787 |
| 411,887 |
| 411,417 |
| 427,697 |
| 361,859 |
| 1,743,682 |
| 1,644,061 |
| Judicial deposit | ||||||
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Tax | 324,280 |
| 312,031 |
| 534,151 |
| 500,484 |
Civil, environmental and regulatory | 84,060 |
| 86,192 |
| 152,414 |
| 169,857 |
Labor | 20,056 |
| 33,368 |
| 210,608 |
| 252,720 |
| 428,396 |
| 431,591 |
| 897,173 |
| 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 | 24,204 |
| 19,442 |
| 3,374 |
| 47,020 |
Settlement / Write-offs | (3,665) |
| (10,007) |
| (9,966) |
| (23,638) |
Monetary variation (i) | 21,309 |
| 15,226 |
| 5,921 |
| 42,456 |
At September 30, 2022 | 206,500 |
| 148,081 |
| 73,116 |
| 427,697 |
| Consolidated | ||||||
| Tax |
| Civil, environmental and regulatory |
| Labor |
| Total |
At December 31, 2021 | 647,610 |
| 585,034 |
| 411,417 |
| 1,644,061 |
Provisions | 41,468 |
| 77,395 |
| 102,047 |
| 220,910 |
Settlement / Write-offs | (23,005) |
| (110,892) |
| (137,576) |
| (271,473) |
Exchange rate | 4,805 |
| 16,404 |
| 1,322 |
| 22,531 |
Monetary variation (i) | 38,914 |
| 54,062 |
| 34,677 |
| 127,653 |
At September 30, 2022 | 709,792 |
| 622,003 |
| 411,887 |
| 1,743,682 |
(i) Includes write-off of interest due to reversals.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company’s legal proceedings are secured by assets, cash deposit, bank guarantee or insurance guarantee.
The Company has indemnity actions in addition to those mentioned, which, since they are considered probable, were not recorded because they represent contingent assets.
a) Probable losses
Tax: The principal tax proceedings for which the risk of loss is probable are described below:
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Compensation with FINSOCIAL | — |
| — |
| 309,373 |
| 300,470 |
INSS - Social security | 71,182 |
| 61,439 |
| 90,709 |
| 97,847 |
State VAT - ICMS credit (i) | 57,269 |
| 23,166 |
| 121,771 |
| 85,965 |
PIS and COFINS | 27,584 |
| 26,343 |
| 27,875 |
| 28,427 |
IPI - Excise tax credit - NT | 40,357 |
| 43,461 |
| 40,357 |
| 43,461 |
Federal income taxes | 1,056 |
| 1,103 |
| 9,140 |
| 8,553 |
IPTU - Urban Property and Territorial Tax | — |
| — |
| 3,678 |
| — |
Other | 9,052 |
| 9,140 |
| 106,889 |
| 82,887 |
| 206,500 |
| 164,652 |
| 709,792 |
| 647,610 |
(i) Tax enforcement for the collection of ICMS by the State of São Paulo arising from disallowances of credits for diesel oil used in the agro-industrial production process. The Embargoes on Execution were dismissed, as were the appeals that followed.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Possible losses
The principal proceedings for which we deem the risk of loss as possible are described below:
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Tax | 4,628,370 |
| 4,652,106 |
| 15,378,611 |
| 14,647,917 |
Civil, environmental and regulatory | 1,011,122 |
| 900,472 |
| 7,732,788 |
| 6,939,743 |
Labor | 25,176 |
| 22,748 |
| 859,934 |
| 859,830 |
| 5,664,668 |
| 5,575,326 |
| 23,971,333 |
| 22,447,490 |
Civil, environmental and regulatory:
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Civil (i) | 969,418 |
| 860,971 |
| 4,723,974 |
| 4,221,797 |
Environmental (ii) | 41,662 |
| 39,459 |
| 1,647,815 |
| 1,472,542 |
Regulatory | 42 |
| 42 |
| 1,360,999 |
| 1,245,404 |
| 1,011,122 |
| 900,472 |
| 7,732,788 |
| 6,939,743 |
(i) | Malha Paulista is a party to a claim for damages, in the investigation phase, filed by the former Rede Ferroviária Federal S/A (RFFSA), due to the deactivation of the railway's electric traction system, whose value of claims on September 30 of 2022 total R$ 323,304. | |
Malha Paulista, Municipality of Jales and others are parties to a Public Civil Action, which is in the investigation phase, in which it requires the execution of the works, in addition to a conviction to pay for alleged damages, in the amount of R$ 128,634. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
(ii) | Notice received by Elevações Portuárias in the amount of R$ 22,500 referring to the allegation of dumping of effluents in violation of the legislation. The subsidiary will present a defense to rule out the application of the assessment. |
Tax:
| Parent Company |
| Consolidated | ||||
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Penalties related to tax positions | — |
| — |
| 582,399 |
| 461,747 |
Federal income taxes | 859,127 |
| 822,039 |
| 5,687,311 |
| 5,404,264 |
ICMS - State VAT | 1,305,472 |
| 1,386,895 |
| 3,043,345 |
| 2,877,144 |
IRRF - Withholding tax | 1,377 |
| 1,344 |
| 1,345,076 |
| 1,251,394 |
PIS and COFINS - Revenue taxes | 1,268,057 |
| 1,242,960 |
| 2,491,801 |
| 2,368,123 |
MP 470 - Tax installments | 245,211 |
| 243,115 |
| 385,694 |
| 398,184 |
IOF on Mutual | — |
| — |
| 145,727 |
| 136,286 |
Compensation with IPI - IN 67/98 | 142,506 |
| 139,387 |
| 142,506 |
| 186,048 |
IPI - Excise tax credit - NT | 349,433 |
| 347,953 |
| 500,407 |
| 492,025 |
INSS - Social security and other | 89,021 |
| 110,213 |
| 160,391 |
| 180,533 |
Other | 368,166 |
| 358,200 |
| 893,954 |
| 892,169 |
| 4,628,370 |
| 4,652,106 |
| 15,378,611 |
| 14,647,917 |
The Company's and its subsidiaries' lawyers assessed the probability of loss as possible, therefore, no provision was recorded in accordance with CPC 25 / IAS 37.
The Company believes that there are no uncertainties about the treatment of income taxes and considers that its tax liabilities are adequate for all outstanding fiscal years, based on evaluations of several factors, such as interpretations of tax legislation and previous experiences.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
17 Shareholders’ equity
a) Share capital
The subscribed capital as of September 30, 2022 is R$8,402,544 (R$6,365,853 as of December 31, 2021), 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 may be increased up to the limit of R$9,000,000.
On April 29, 2022, the Extraordinary General Meeting approved the increase in the Company's capital stock, in the amount of R$2,036,691, distribution of dividends of R$1,423,757 and allocation of the legal reserve of R$348,753 and statutory reserve in the amount of R$264,181.
As of September 30, 2022, the Company's share capital comprises the following:
|
| Common shares | ||
Shareholders - Common shares |
| Quantity |
| % |
Controlling group |
| 672,312,942 |
| 35.87% |
Board of directors and executive officers |
| 26,016,211 |
| 1.39% |
Free float |
| 1,171,657,411 |
| 62.52% |
|
|
|
|
|
Total shares outstanding |
| 1,869,986,564 |
| 99.78% |
|
|
|
|
|
Treasury shares |
| 4,084,368 |
| 0.22% |
|
|
|
|
|
Total |
| 1,874,070,932 |
| 100.00% |
b) Treasury shares
On May 9, 2022, the Company's Board of Directors approved a new Share Buyback Program of up to 110,000,000 common shares, representing 9.39% of the total shares available in the market, with a term until November 9, 2023. Shares repurchased may be used to comply with obligations arising from potential exercise of share-based compensation plans, holding in treasury, disposal or cancellations in accordance with applicable legislation.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
As of September 30, 2022, the Company had 4,084,368 shares in treasury (5,440,772 shares as of December 31, 2021), whose market price was R$17.38. This reduction refers to the delivery of 1,356,404 shares to members of the share-based compensation plans.
c) Other comprehensive income
|
| December 31, 2021 |
| Comprehensive result |
| September 30, 2022 |
Cash flow hedge result |
| (1,362,618) |
| (2,959) |
| (1,365,577) |
Foreign currency translation effects |
| 1,093,366 |
| 787,017 |
| 1,880,383 |
Actuarial gains (losses) of defined benefit plan |
| (299,993) |
| 25,939 |
| (274,054) |
Deferred tax on actuarial losses of defined benefit plan |
| 101,997 |
| (8,819) |
| 93,178 |
Gains (losses) in the measurement of a derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in fair value of financial assets net of tax |
| 28,525 |
| 209,308 |
| 237,833 |
Total |
| (484,354) |
| 1,010,486 |
| 526,132 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| (521,609) |
| 1,048,729 |
| 527,120 |
Non-controlling interests |
| 37,255 |
| (38,243) |
| (988) |
|
| December 31, 2020 |
| Comprehensive result |
| September 30, 2021 |
|
|
|
| |||
Cash flow hedge result |
| (761,203) |
| (610,917) |
| (1,372,120) |
Foreign currency translation effects |
| 782,899 |
| (17,349) |
| 765,550 |
Actuarial gains (losses) of defined benefit plan |
| (363,376) |
| 507 |
| (362,869) |
Deferred tax on actuarial losses of defined benefit plan |
| 123,548 |
| — |
| 123,548 |
Gains (losses) in the measurement of a derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in fair value of financial assets net of tax |
| 26,256 |
| 461 |
| 26,717 |
Total |
| (237,507) |
| (627,298) |
| (864,805) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| (252,610) |
| (635,774) |
| (888,384) |
Non-controlling interests |
| 15,103 |
| 8,476 |
| 23,579 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
d) Dividends
Parent Company |
| Investments in associates |
| Investments in joint venture |
| Total |
At December 31, 2021 |
| 22,747 |
| 517,344 |
| 540,091 |
Proposed Dividends |
| 295,267 |
| 144,006 |
| 439,273 |
Interest on capital proposed |
| 58,817 |
| 107,544 |
| 166,361 |
Dividends received |
| (97,402) |
| (624,939) |
| (722,341) |
At September 30, 2022 |
| 279,429 |
| 143,955 |
| 423,384 |
|
|
|
|
|
|
|
Consolidated |
| Investments in associates |
| Investments in joint venture |
| Total |
At December 31, 2021 |
| 2,621 |
| 517,344 |
| 519,965 |
Proposed Dividends |
| 222,451 |
| 144,006 |
| 366,457 |
Interest on capital proposed |
| — |
| 107,544 |
| 107,544 |
Business combination (i) |
| 17,099 |
| — |
| 17,099 |
Dividends received |
| (65,928) |
| (624,939) |
| (690,867) |
At September 30, 2022 |
| 176,243 |
| 143,955 |
| 320,198 |
(i) | For consolidation purposes, dividends payable, in the amount of R$9,264, from the subsidiary Sulgás to its parent company Compass Um were eliminated. |
|
| Parent Company |
| Consolidated |
At December 31, 2021 |
| 754,282 |
| 799,634 |
Complementary Dividends |
| 45,736 |
| 145,018 |
Business combination (note 9.2) |
| — |
| 176,808 |
Dividends paid |
| (799,347) |
| (924,247) |
At September 30, 2022 |
| 671 |
| 197,213 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
18 Earnings per share
The result by basic share calculations is dividing the net income number by the weighted average number of common shares outstanding during the period. The share is the result calculated by adjusting the result for impacts and instruments calculated by dilutors.
The following table presents the calculation of earnings per share (in thousands of reais shares, except for amounts per share):
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
|
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Profit attributable to the holders of the Company’s common shares used in the calculation of basic earnings per share |
| (201,907) |
| 182,990 |
|
| 3,264,681 |
| 4,845,845 |
|
| — |
| — |
|
| — |
| — |
Dilutive effect of the share-based plan of subsidiaries |
| (261) |
| (232) |
|
| (43) |
| (5,656) |
Dilution effect of Brado's liquidity option |
| (146) |
| (1,019) |
|
| 305 |
| — |
|
| — |
| — |
|
| — |
| — |
|
|
|
|
|
|
|
|
|
|
Profit attributable to the holders of the Company’s common shares used in the calculation of diluted earnings per share |
| (202,314) |
| 181,739 |
|
| 3,264,943 |
| 4,840,189 |
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding - basic (In thousands of shares) |
| — |
| — |
|
| — |
| — |
Basic |
| 1,868,618 |
| 1,868,913 |
|
| 1,866,887 |
| 1,823,106 |
Dilutive effect of the share-based plan |
| 4,855 |
| 5,720 |
|
| 3,009 |
| 3,075 |
|
|
|
|
|
|
|
|
|
|
Dilutive |
| 1,873,473 |
| 1,874,633 |
|
| 1,869,896 |
| 1,826,181 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
Basic |
| (R$ 0.1081) |
| R$ 0.0979 |
|
| R$ 1.7487 |
| R$ 2.6580 |
Diluted |
| (R$ 0.1080) |
| R$ 0.0969 |
|
| R$ 1.7461 |
| R$ 2.6504 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Diluting instruments
The Company and its subsidiaries have two categories of possible dilutive effects: stock options and put options. For stock options, a calculation is made to determine the effect of dilution on earnings attributable to the parent company's shareholders as a result of the exercise of stock options in subsidiaries. For the put option, it is assumed that it has been converted into common shares, and the profit attributable to the shareholders of the parent is adjusted.
Anti-dilution instruments
In the period ended September 30, 2022, 110,000,000 shares related to the Company's share buyback plan were not considered in the diluted earnings per share analysis, as they increase earnings per share.
19 Net sales
The following is an analysis of the Company’s and its subsidiaries net sales for the period:
|
| Consolidated | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Gross revenue from sales of products and services |
| 13,425,167 |
| 33,996,175 |
| 8,159,201 |
| 21,358,866 |
Construction revenue |
| 330,300 |
| 798,360 |
| 227,262 |
| 669,760 |
Indirect taxes and deductions |
| (2,248,166) |
| (5,811,262) |
| (1,495,992) |
| (3,871,355) |
Net sales |
| 11,507,301 |
| 28,983,273 |
| 6,890,471 |
| 18,157,271 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
|
| Consolidated | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
At a point in time |
|
|
|
|
|
|
|
|
Natural gas distribution |
| 5,347,983 |
| 13,500,651 |
| 2,866,787 |
| 7,363,047 |
Electricity trading |
| 60,819 |
| 175,844 |
| 137,684 |
| 538,333 |
Lubricants and base oil |
| 2,551,231 |
| 6,246,116 |
| 1,340,061 |
| 4,162,412 |
Other |
| 171,521 |
| 471,311 |
| 85,784 |
| 144,828 |
|
| 8,131,554 |
| 20,393,922 |
| 4,430,316 |
| 12,208,620 |
Over time |
|
|
|
|
|
|
|
|
Railroad transportation services |
| 2,818,551 |
| 7,289,575 |
| 1,877,216 |
| 4,769,590 |
Port elevation |
| 132,049 |
| 332,018 |
| 88,355 |
| 197,224 |
Construction revenue |
| 330,300 |
| 798,360 |
| 227,262 |
| 669,760 |
Services rendered |
| 112,150 |
| 214,998 |
| 277,142 |
| 347,677 |
|
| 3,393,050 |
| 8,634,951 |
| 2,469,975 |
| 5,984,251 |
|
|
|
|
|
|
|
|
|
Elimination |
| (17,303) |
| (45,600) |
| (9,820) |
| (35,600) |
|
|
|
|
|
|
|
|
|
Total of net sales |
| 11,507,301 |
| 28,983,273 |
| 6,890,471 |
| 18,157,271 |
Seasonality of operations
The Company's segments “Gas and Power” and “Logistics” are subject to fluctuations due to the seasonality of operations, as shown below:
Gas and Energy
Activities in the natural gas commercialization and distribution segment are subject to seasonality. While the months from December to March are marked by a drop in gas consumption, between the months of April and November there is a significant increase in consumption, due to the winter season and the acceleration of industrial production.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Logistics
Rumo's activities are subject to the natural seasonality of agricultural commodities. Most of the soybean crop exports take place between January and August, while the transportation of the corn crop (mainly for export) is concentrated between May and December. These fluctuations have a significant impact on the demand for transporting these commodities. For this reason, Rumo normally has a higher volume transported in the second and third quarters of each year, and a lower volume transported in the off-season, that is, in the first and fourth quarters of each year.
20 Costs and expenses by nature
The costs and expenses are presented in the statement of profit and loss by function. The reconciliation of income by nature/purpose is as follows:
|
| Parent Company | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Depreciation and amortization |
| (3,123) |
| (10,461) |
| (3,684) |
| (9,705) |
Personnel expenses |
| (51,960) |
| (141,043) |
| (64,647) |
| (105,789) |
Expenses with third-party services |
| (6,699) |
| (18,497) |
| (7,279) |
| (29,319) |
Other |
| (15,793) |
| (44,120) |
| (19,652) |
| (60,196) |
|
| (77,575) |
| (214,121) |
| (95,262) |
| (205,009) |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
| (77,575) |
| (214,121) |
| (95,262) |
| (205,009) |
|
| (77,575) |
| (214,121) |
| (95,262) |
| (205,009) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
| Consolidated | ||||||
|
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 (Restated) (i) |
| January 1, 2021 to September 30, 2021 (Restated) (i) |
Raw materials |
| (1,851,478) |
| (4,737,400) |
| (1,282,587) |
| (3,448,997) |
Commodity cost (natural gas) |
| (4,262,079) |
| (10,584,177) |
| (1,906,658) |
| (4,952,975) |
Electricity purchased for resale |
| (65,906) |
| (196,912) |
| (144,043) |
| (912,535) |
Railroad transportation and port elevation expenses |
| (972,498) |
| (2,398,659) |
| (518,167) |
| (1,262,432) |
Other transports |
| (40,142) |
| (85,715) |
| (112,215) |
| (149,947) |
Depreciation and amortization |
| (679,047) |
| (2,162,751) |
| (634,544) |
| (1,564,523) |
Salaries and wages |
| (725,931) |
| (1,792,263) |
| (518,525) |
| (1,268,801) |
Construction cost |
| (330,300) |
| (798,360) |
| (227,262) |
| (669,760) |
Expenses with third-party services |
| (227,749) |
| (623,282) |
| (184,483) |
| (464,316) |
Selling expenses |
| (11,075) |
| (29,373) |
| (9,458) |
| (19,486) |
Other |
| (475,233) |
| (971,661) |
| (147,405) |
| (462,271) |
|
| (9,641,438) |
| (24,380,553) |
| (5,685,347) |
| (15,176,043) |
|
|
|
|
|
|
|
|
|
Cost of sales |
| (8,698,843) |
| (22,166,959) |
| (5,099,251) |
| (13,668,850) |
Selling expenses |
| (378,616) |
| (816,026) |
| (178,919) |
| (518,325) |
General and administrative expenses |
| (563,979) |
| (1,397,568) |
| (407,177) |
| (988,868) |
|
| (9,641,438) |
| (24,380,553) |
| (5,685,347) |
| (15,176,043) |
(i) As detailed restated in the Note 3.1.
21 Other income (expenses), net
| Parent company | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Gain from bargain purchase | — |
| 92,946 |
| — |
| — |
Result on disposals and write-offs of property, plant and equipment, intangible assets and right of use | (1,858) |
| (1,858) |
| (8) |
| (61) |
Legal proceedings provision, receivables and tax installments | (24,245) |
| (51,388) |
| (48,650) |
| (71,092) |
Revenue from eventual sales | 5,666 |
| 14,650 |
| 1,191 |
| 3,486 |
Other | (6,786) |
| (26,894) |
| 20,307 |
| 42,593 |
| (27,223) |
| 27,456 |
| (27,160) |
| (25,074) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| Consolidated | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Advantageous purchase gain | — |
| 92,946 |
| — |
| — |
Tax credits (i) | 203 |
| 77,926 |
| 36,273 |
| 277,519 |
Change in fair value of investment properties | — |
| 59,061 |
| — |
| — |
Result on disposals and write-offs of property, plant and equipment and intangible assets | (3,354) |
| (27,343) |
| (2,641) |
| (13,110) |
Net effect of legal proceedings | (86,841) |
| (237,395) |
| (95,267) |
| (165,015) |
Settlement of disputes in the renewal process | — |
| (32,490) |
| — |
| 52,963 |
Loss on impairment | (243) |
| (243) |
|
|
|
|
Other | 26,379 |
| 19,066 |
| 17,528 |
| 53,008 |
| (63,856) |
| (48,472) |
| (44,107) |
| 205,365 |
(i) Extemporaneous credit for the exclusion of ICMS from the PIS and COFINS base, see note 6.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
22 Finance results
Details of finance income and costs are as follows:
| Parent Company | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Cost of gross debt |
|
|
|
|
|
|
|
Interest on debt | (162,306) |
| (571,477) |
| (77,840) |
| (258,734) |
Monetary and exchange rate variation | (124,422) |
| 135,445 |
| (331,571) |
| 66,990 |
Derivatives and fair value measurement | (174,081) |
| (1,589,928) |
| 642,600 |
| 101,569 |
Amortization of borrowing costs | (23,718) |
| (32,189) |
| (2,207) |
| (5,171) |
| (484,527) |
| (2,058,149) |
| 230,982 |
| (95,346) |
|
|
|
|
|
|
|
|
Income from financial investment and exchange rate in cash and cash equivalents | 48,374 |
| 151,408 |
| 24,891 |
| 43,185 |
| 48,374 |
| 151,408 |
| 24,891 |
| 43,185 |
|
|
|
|
|
|
|
|
Cost of debt, net | (436,153) |
| (1,906,741) |
| 255,873 |
| (52,161) |
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
Interest on other receivables | 16,354 |
| 34,942 |
| (10,158) |
| 2,845 |
Monetary variation of other financial assets | 2,060 |
| (1,006) |
| — |
| (42,709) |
Interest on other payables | — |
| — |
| (243,481) |
| (251,361) |
Interest on lease liabilities | (917) |
| (2,906) |
| (1,079) |
| (3,028) |
Interest on shareholders' equity | (4,346) |
| (6,401) |
| 74,011 |
| 122,481 |
Interest on contingencies and contracts | (38,095) |
| (78,250) |
| 9,597 |
| (4,969) |
Bank charges and other | (114,173) |
| (137,032) |
| (20,767) |
| (30,939) |
Exchange variation and non-debt derivatives | (317,116) |
| (391,537) |
| (674,838) |
| (432,724) |
| (456,233) |
| (582,190) |
| (866,715) |
| (640,404) |
|
|
|
|
|
|
|
|
Finance results, net | (892,386) |
| (2,488,931) |
| (610,842) |
| (692,565) |
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
Finance expense | (508,854) |
| (1,183,257) |
| (419,304) |
| (796,186) |
Finance income | 71,038 |
| 192,710 |
| 90,173 |
| 129,961 |
Foreign exchange, net | (313,494) |
| 312,399 |
| (876,397) |
| (236,111) |
Derivatives | (141,076) |
| (1,810,783) |
| 594,686 |
| 209,771 |
Finance results, net | (892,386) |
| (2,488,931) |
| (610,842) |
| (692,565) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| Consolidated | ||||||
| July 1, 2022 to September 30, 2022 |
| January 1, 2022 to September 30, 2022 |
| July 1, 2021 to September 30, 2021 |
| January 1, 2021 to September 30, 2021 |
Cost of gross debt |
|
|
|
|
|
|
|
Interest on debt | (904,309) |
| (3,096,742) |
| (764,949) |
| (1,877,539) |
Monetary and exchange rate variation | (421,131) |
| 768,909 |
| (1,437,257) |
| (150,710) |
Derivatives and fair value measurement | (253,386) |
| (1,486,926) |
| 1,425,772 |
| 638,209 |
Amortization of borrowing costs | (16,327) |
| (181,851) |
| (13,943) |
| (94,253) |
Finance and warranties on debt | (9,554) |
| (32,230) |
| (11,801) |
| (32,784) |
| (1,604,707) |
| (4,028,840) |
| (802,178) |
| (1,517,077) |
|
|
|
|
|
|
|
|
Income from financial investment and exchange rate in cash and cash equivalents | 477,467 |
| 1,309,639 |
| 163,787 |
| 285,755 |
| 477,467 |
| 1,309,639 |
| 163,787 |
| 285,755 |
|
|
|
|
|
|
|
|
Cost of debt, net | (1,127,240) |
| (2,719,201) |
| (638,391) |
| (1,231,322) |
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
Interest on other receivables | 105,922 |
| 261,372 |
| 78,517 |
| 348,210 |
Update of other financial assets | 17,010 |
| (1,006) |
| — |
| (42,709) |
Interest on other liabilities | (118,199) |
| (299,122) |
| (284,518) |
| (345,837) |
Monetary variation on leases | (89,233) |
| (288,221) |
| (88,270) |
| (270,744) |
Interest on contingencies and contracts | (104,331) |
| (307,387) |
| (50,030) |
| (120,862) |
Interest on sectoral assets and liabilities | (10,413) |
| (21,964) |
| — |
| — |
Bank charges and other | (124,392) |
| (125,050) |
| (29,694) |
| (54,353) |
Exchange variation and non-debt derivatives | (187,174) |
| (628,670) |
| (45,011) |
| 63,569 |
| (510,810) |
| (1,410,048) |
| (419,006) |
| (422,726) |
|
|
|
|
|
|
|
|
Finance results, net | (1,638,050) |
| (4,129,249) |
| (1,057,397) |
| (1,654,048) |
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
Finance expense | (1,199,642) |
| (2,681,384) |
| (628,515) |
| (1,860,700) |
Finance income | 425,785 |
| 1,739,298 |
| 347,766 |
| 776,251 |
Foreign exchange, net | (572,510) |
| 504,071 |
| (1,416,858) |
| (177,129) |
Net effect of derivatives | (291,684) |
| (3,691,234) |
| 640,210 |
| (392,470) |
Finance results, net | (1,638,051) |
| (4,129,249) |
| (1,057,397) |
| (1,654,048) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
23 Post-employment benefits
| Consolidated | ||
| September 30, 2022 |
| December 31, 2021 |
Defined contribution |
|
|
|
Futura II | 284 |
| 190 |
|
|
|
|
Defined benefit |
|
|
|
Futura | 159,600 |
| 198,761 |
Health Plan | 482,576 |
| 470,524 |
| 642,176 |
| 669,285 |
|
|
|
|
| 642,460 |
| 669,475 |
24 Share-based payment
The Company and its subsidiaries have Share-Based Compensation Plans that are settled in shares and cash. As of 30 September 2022, the Group has the following share-based payment arrangements:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Type of award / Grant date |
| Company |
| Expected life (years) |
| Shares granted |
| Exercised / canceled / transferred |
| Available |
| Fair value at grant date - R$ |
Share-based payment plan |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
| (1,320,820) |
| 3,962,455 |
| 22.24 |
October 11, 2021 - Invest III |
| Cosan S.A. |
| 5 |
| 809,944 |
| — |
| 809,944 |
| 23.20 |
July 31, 2022 - Invest I |
| Cosan S.A. |
| 3 |
| 846,506 |
| — |
| 846,506 |
| 18.74 |
|
|
|
|
|
| 8,504,964 |
| (1,455,180) |
| 7,049,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2019 |
| Comgás |
| 4 |
| 83,683 |
| (14,794) |
| 68,889 |
| 79.00 |
|
|
|
|
|
| 83,683 |
| (14,794) |
| 68,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 01, 2017 |
| Rumo S.A. |
| 5 |
| 870,900 |
| (870,900) |
| — |
| 10.42 |
August 01, 2018 |
| Rumo S.A. |
| 5 |
| 1,149,544 |
| (433,246) |
| 716,298 |
| 13.94 |
August 15, 2019 |
| Rumo S.A. |
| 5 |
| 843,152 |
| (228,028) |
| 615,124 |
| 22.17 |
November 11, 2020 |
| Rumo S.A. |
| 5 |
| 776,142 |
| (178,493) |
| 597,649 |
| 20.01 |
May 05, 2021 |
| Rumo S.A. |
| 5 |
| 1,481,000 |
| (414,702) |
| 1,066,298 |
| 20.84 |
September 15, 2021 |
| Rumo S.A. |
| 3 |
| 1,560,393 |
| (125,246) |
| 1,435,147 |
| 18.19 |
September 05, 2022 |
| Rumo S.A. |
| 3 |
| 1,781,640 |
| — |
| 1,781,640 |
| 20.56 |
September 05, 2022 |
| Rumo S.A. |
| - |
| 67,896 |
| — |
| 67,896 |
| 20.56 |
|
|
|
|
|
| 8,530,667 |
| (2,250,615) |
| 6,280,052 |
|
|
Cash-settled transactions |
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2019 - Invest |
| Moove |
| 5 |
| 132,670 |
| — |
| 132,670 |
| 50.79 |
July 31, 2020 - Invest |
| Moove |
| 5 |
| 106,952 |
| — |
| 106,952 |
| 61.89 |
July 31, 2021 - invest |
| Moove |
| 3 |
| 80,729 |
| — |
| 80,729 |
| 102.73 |
July 31, 2021 - invest |
| Moove |
| 3 |
| 77,967 |
| — |
| 77,967 |
| 135.05 |
July 31, 2021 - Special Program |
| Moove |
| 4 |
| 615,362 |
| — |
| 615,362 |
| 135.05 |
August 1st, 2021 |
| TRSP |
| 3 |
| 35,161 |
| — |
| 35,161 |
| 25.46 |
August 1st, 2021 |
| Compass Comercialização |
| 3 |
| 32,967 |
| — |
| 32,967 |
| 25.46 |
August 1st, 2021 |
| Compass Gás e Energia |
| 2 |
| 27,833 |
| — |
| 27,833 |
| 25.46 |
August 1st, 2021 |
| Compass Gás e Energia |
| 3 |
| 159,704 |
| — |
| 159,704 |
| 25.46 |
November 1st, 2021 |
| Compass Gás e Energia |
| 3 |
| 1,541,254 |
| — |
| 1,541,254 |
| 25.46 |
November 1st, 2021 |
| Comgás |
| 3 |
| 180,066 |
| — |
| 180,066 |
| 25.46 |
February 1st, 2022 |
| Compass Gás e Energia |
| 3 |
| 82,384 |
| — |
| 82,384 |
| 25.59 |
August 1st, 2022 |
| Compass Gás e Energia |
| 3 |
| 778,567 |
| — |
| 778,567 |
| 25.59 |
August 1st, 2022 |
| Compass Comercialização |
| 3 |
| 28,675 |
| — |
| 28,675 |
| 25.59 |
August 1st, 2022 |
| TRSP |
| 3 |
| 29,445 |
| — |
| 29,445 |
| 25.59 |
|
|
|
|
|
| 3,909,736 |
| — |
| 3,909,736 |
|
|
Total |
|
|
|
|
| 21,029,050 |
| (3,720,589) |
| 17,308,461 |
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Reconciliation of outstanding share options
The movement in the number of awards outstanding and their related weighted-average exercise prices are as follows:
|
| Stock option programs |
At December 31, 2021 |
| 15,592,511 |
Granted |
| 4,474,213 |
Vested |
| (2,758,263) |
At September 30, 2022 |
| 17,308,461 |
b) Measurement of fair values
The weighted average fair value of the programs granted during September 30, 2022 and December 31, 2021 and the main assumptions used in the application of the Black-Scholes model were as follows:
|
| Cosan S.A. |
| Compass |
| Comgás |
| TRSP |
| Rumo | ||||||||||
|
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
| September 30, 2022 |
| December 31, 2021 |
Key assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price at grant date |
| 18.74 |
| 23.20 |
| 28.74 |
| 27.27 |
| 78.58 |
| 78.58 |
| 28.74 |
| 27.27 |
| 20.56 |
| 20.56 |
Risk-free interest rate |
| 6.82% |
| 6.82% |
| N/A |
| N/A |
| 6.82% |
| 6.82% |
| N/A |
| N/A |
| 6.94% |
| 6.94% |
Volatility factor |
| 36.50% |
| 36.50% |
| N/A |
| N/A |
| 32.81% |
| 32.81% |
| N/A |
| N/A |
| 41.03% |
| 26.51% |
c) Expense recognized in profit or loss
Share-based compensation expenses included in the income statement for the periods ended September 30, 2022 and 2021 were R$ 70,455 and R$ 28,187, respectively.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
25 Subsequent events
Acquisition of interest and control of subsidiaries – Tellus and Janus
On October 20, 2022, Cosan acquired an additional share capital in the agricultural property management companies Tellus, Gamiovapar Empreendimentos e Participações S.A. (“Gamiovapar”), Duguetiapar Empreendimentos e Participações S.A. (“Duguetiapar”) and Janus (or jointly “Acquired”), increasing to 20%, as shown below:
Acquired name | Previous participation | Acquired participation | Final Participation |
Tellus Brasil Participações S.A. | 7.6% | 12.4% | 20.0% |
Gamiovapar Empreendimentos e Participações S.A. | — | 20.0% | 20.0% |
Duguetiapar Empreendimentos e Participações S.A. | — | 20.0% | 20.0% |
Janus Brasil Participações S.A. | 7.6% | 12.4% | 20.0% |
Pursuant to the Shareholders' Agreement, Cosan has decision-making power over the activities of the Acquired and, therefore, according to the Company's assessment, it has control.
The acquired companies are managers of agricultural properties, with the capacity to invest in assets with high productive potential in Brazil. This transaction is in line with Cosan's capital allocation strategy, reinforcing the Company's commitment to the development of Brazilian agribusiness and the creation of value for its stakeholders.
In consideration of the percentage acquired, the transaction price paid totaled R$1,007,634. The consideration will be paid in 5 installments, with the first installment paid on October 20, 2022, in the amount of R$202,861 and the other annual installments in the same amount, adjusted by the Selic, with final maturity in October 2026.
The Company hired external consultants to assess the fair values of the assets acquired and liabilities assumed, which is in progress at the date of disclosure of these interim financial statements.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Second generation ethanol (“E2G”) trading with Shell Trading Rotterdan B.V. (“Shell”) and investment program in 5 new plants
On November 7, 2022, Raízen, in line with its strategy of providing advanced solutions that contribute to a low carbon economy, signed a contract for the commercialization of E2G, produced from sugarcane biomass, until 2037 with to Shell.
This contract provides for the delivery of 3.3 billion liters of E2G, which will be produced in connection with an investment program for the construction of 5 new E2G plants, fully integrated into Raízen's Bioenergy Parks, which will total R$ 6,000,000 .
Revenue from the sale of this contract will reach at least €3,300,000 thousand, guaranteeing a predictable and satisfactory level of return, in compliance with the Company's business plan.
Compass dividend distribution
On November 7, 2022, the Board of Directors of subsidiary Compass Gás e Energia approved the distribution of dividends in the amount of R$1,474,761, paid on the filing date of these interim financial statements.
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: November 11, 2022
COSAN S.A. | ||
By: | /s/ Ricardo Lewin | |
| Name: Ricardo Lewin | |
| Title: Chief Financial Officer |