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6-K Filing
Cosan (CSAN) 6-KCurrent report (foreign)
Filed: 28 May 24, 8:53pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of May 2024
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 ☒
CONTENT
![]() |
To the
Shareholders, Board Members and Management of
Cosan S.A.
São Paulo - SP
Introduction
We have reviewed the individual and consolidated interim financial information of Cosan S.A. (“Company”), included in the quarterly information, for the quarter ended March 31, 2024, which comprises the individual and consolidated interim statement of financial position as at March 31, 2024, and the respective individual and consolidated interim statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period then ended, including the notes to the financial information.
The Company’s and its controlled companies’ Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with NBC TG 21 (R4) and with International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and for the presentation of this interim financial information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to quarterly information. Our responsibility is to express a conclusion on the individual and consolidated interim financial information based on our review.
Scope of the review
We conducted our review in accordance with Brazilian and international standards on review engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial information consists principally of applying analytical and other review procedures and making enquiries of and having discussions with persons responsible for financial and accounting matters. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards and does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, we are not aware of any fact that would leads us to believe that the individual and consolidated interim financial information included in the accompanying Quarterly Information has not been prepared, in all material respects, in accordance with NBC TG 21 (R4) and IAS 34, applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by CVM.
![]() |
Other matters
Individual and consolidated interim statements of value added – Supplementary information
The interim financial information referred to above includes the individual and consolidated statements of value added for the three-month period ended March 31, 2024, prepared under the responsibility of the Company's Management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to review procedures executed with the review of the quarterly information, with the purpose of concluding whether they are reconciled with the interim financial information and accounting records, as applicable, and if its form and contents meet the criteria defined in NBC TG 09 – Statement of Value Added. Based on our review, we are not aware of any fact that would lead us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria established in this standard and consistently with the individual and consolidated interim financial information taken as a whole.
Interim financial information for the previous three-month period reviewed by another independent auditor
The corresponding amounts related to the individual and consolidated interim financial information for the three-month period ended March 31, 2023, originally prepared before the reclassifications disclosed in Note 3.1, were reviewed by other independent auditors and their review report issued, without modification, in May 15, 2023. We also reviewed the reclassifications described in Note 3.1 that were carried out to change the corresponding values relating to the individual and consolidated interim financial information as of March 31, 2023. In our conclusion, such reclassifications are appropriate and were correctly carried out. We were not hired to audit, review or apply any other procedures to the Company's individual and consolidated interim financial information for the quarter ended March 31, 2023 and, therefore, we do not express an opinion or any form of assurance regarding this individual and consolidated interim financial information, taken together.
The accompanying financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, May 28, 2024.
![]() |
BDO RCS Auditores Independentes SS Ltda. CRC 2 SP 013846/O-1 |
|
|
Luiz Gustavo Pereira dos Santos |
Accountant CRC 1 SP 258849/O-9 |
(In thousands of Reais)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.2 |
| 691,728 |
| 1,769,976 |
| 16,398,421 |
| 14,658,481 |
Restricted cash | 5.3 |
| — |
| — |
| 8,101 |
| 7,860 |
Marketable securities | 5.3 |
| 366,700 |
| 705,777 |
| 3,938,577 |
| 3,407,955 |
Trade receivables | 5.7 |
| — |
| — |
| 3,909,009 |
| 3,330,488 |
Derivative financial instruments | 5.6 |
| - |
| 54,935 |
| 454,210 |
| 202,399 |
Inventories | 7 |
| — |
| — |
| 1,945,051 |
| 1,792,714 |
Receivables from related parties | 5.8 |
| 168,123 |
| 173,351 |
| 284,074 |
| 251,471 |
Income tax receivable |
|
| 455,219 |
| 508,268 |
| 921,661 |
| 888,942 |
Other current tax receivable | 6 |
| 8,346 |
| 8,346 |
| 730,293 |
| 745,856 |
Dividend receivable | 17 |
| 104,382 |
| 319,135 |
| 93,773 |
| 255,777 |
Sectorial financial assets | 5.10 |
| — |
| — |
| 248,710 |
| 207,005 |
Other financial assets |
|
| — |
| — |
| 667 |
| 690 |
Other current assets |
|
| 135,091 |
| 177,001 |
| 579,434 |
| 722,386 |
|
|
| 1,929,589 |
| 3,716,789 |
| 29,511,981 |
| 26,472,024 |
Current assets held for sale | 8 |
| 4,353 |
| 2,998 |
| 2,138,165 |
| 2,138,165 |
Current assets |
|
| 1,933,942 |
| 3,719,787 |
| 31,650,146 |
| 28,610,189 |
|
|
|
|
|
|
|
|
|
|
Trade receivables | 5.7 |
| — |
| — |
| 109,516 |
| 114,148 |
Marketable securities | 5.3 |
| — |
| — |
| 100,078 |
| 96,006 |
Restricted cash | 5.3 |
| 76,429 |
| 81,621 |
| 192,657 |
| 195,392 |
Deferred tax assets | 15 |
| 2,951,254 |
| 2,478,911 |
| 5,997,558 |
| 5,609,030 |
Receivables from related parties | 5.8 |
| 159,378 |
| 174,745 |
| 85,149 |
| 88,620 |
Income tax receivable |
|
| — |
| — |
| 414,003 |
| 432,360 |
Other non-current tax receivable | 6 |
| 34,035 |
| 33,639 |
| 1,158,167 |
| 1,132,703 |
Judicial deposits | 16 |
| 407,151 |
| 403,489 |
| 1,003,984 |
| 895,901 |
Derivative financial instruments | 5.6 |
| 72,862 |
| 102,881 |
| 1,925,038 |
| 2,344,400 |
Sectorial financial assets | 5.10 |
| — |
| — |
| 378,396 |
| 341,695 |
Other non-current assets |
|
| 73,068 |
| 71,250 |
| 238,079 |
| 216,694 |
Other financial assets |
|
| — |
| — |
| 2,650 |
| 2,423 |
Investments in associates | 9.1 |
| 40,374,484 |
| 35,741,778 |
| 17,455,539 |
| 17,611,369 |
Investment in joint ventures | 10 |
| 1,271,421 |
| 1,320,592 |
| 11,275,628 |
| 11,742,442 |
Property, plant and equipment | 11.1 |
| 37,932 |
| 39,817 |
| 21,821,854 |
| 21,239,974 |
Intangible assets and goodwill | 11.2 |
| 7,549 |
| 6,863 |
| 22,809,992 |
| 22,650,287 |
Contract asset | 11.3 |
| — |
| — |
| 997,866 |
| 1,052,105 |
Right-of-use assets | 11.4 |
| 20,701 |
| 22,200 |
| 9,383,536 |
| 9,513,518 |
Investment property | 11.5 |
| — |
| — |
| 15,977,866 |
| 15,976,126 |
Non-current assets |
|
| 45,486,264 |
| 40,477,786 |
| 111,327,556 |
| 111,255,193 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
| 47,420,206 |
| 44,197,573 |
| 142,977,702 |
| 139,865,382 |
The accompanying notes are an integral part of these interim financial statements. |
Statement of financial position
(In thousands of Reais)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Liabilities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures | 5.4 |
| 928,541 |
| 800,987 |
| 6,312,808 |
| 4,882,398 |
Leases | 5.5 |
| 8,947 |
| 8,959 |
| 737,232 |
| 733,063 |
Derivative financial instruments | 5.6 |
| 550,613 |
| 364,747 |
| 1,444,549 |
| 1,250,520 |
Trade payables | 5.9 |
| 2,416 |
| 2,431 |
| 3,665,270 |
| 3,920,273 |
Employee benefits payables |
|
| 19,193 |
| 61,926 |
| 559,068 |
| 829,329 |
Income tax payables |
| 22,231 |
| 2,716 |
| 444,639 |
| 445,934 | |
Other taxes payable | 14 |
| 162,818 |
| 226,556 |
| 660,759 |
| 673,718 |
Dividends payable | 17 |
| 276,065 |
| 276,065 |
| 678,548 |
| 549,054 |
Concessions payable | 13 |
| — |
| — |
| 269,227 |
| 250,971 |
Related party payables | 5.8 |
| 128,942 |
| 198,899 |
| 497,714 |
| 322,160 |
Sectorial financial liabilities | 5.10 |
| — |
| — |
| 72,112 |
| 70,013 |
Other financial liabilities |
|
| — |
| — |
| 401,535 |
| 476,895 |
Other current liabilities |
|
| 620,104 |
| 593,643 |
| 1,684,873 |
| 1,516,084 |
|
|
| 2,719,870 |
| 2,536,929 |
| 17,428,334 |
| 15,920,412 |
Liabilities related to assets held for sale | 8 |
| — |
| — |
| 238,393 |
| 238,393 |
Current liabilities |
|
| 2,719,870 |
| 2,536,929 |
| 17,666,727 |
| 16,158,805 |
Loans, borrowings and debentures | 5.4 |
| 15,840,422 |
| 12,695,337 |
| 54,200,718 |
| 52,022,256 |
Leases | 5.5 |
| 19,033 |
| 20,584 |
| 4,539,357 |
| 4,542,731 |
Derivative financial instruments | 5.6 |
| 302,782 |
| 281,238 |
| 1,427,319 |
| 2,164,625 |
Trade payables | 5.9 |
| — |
| — |
| 271,570 |
| 264,252 |
Employee benefits payables |
|
| — |
| — |
| 28,934 |
| — |
Other taxes payable | 14 |
| 161,289 |
| 158,857 |
| 165,525 |
| 163,242 |
Provision for legal proceedings | 16 |
| 386,213 |
| 401,093 |
| 1,754,724 |
| 1,714,403 |
Concessions payable | 13 |
| — |
| — |
| 3,400,218 |
| 3,314,402 |
Investments with unsecured liabilities | 9.1 |
| 149,541 |
| 146,276 |
| — |
| — |
Related party payables | 5.8 |
| 6,599,465 |
| 6,449,968 |
| 1,078 |
| 1,078 |
Post-employment benefits | 23 |
| 290 |
| 313 |
| 622,601 |
| 617,647 |
Deferred tax liabilities | 15 |
| — |
| — |
| 5,294,030 |
| 5,225,433 |
Sectorial financial liabilities | 5.10 |
| — |
| — |
| 1,784,173 |
| 1,740,685 |
Deferred revenue |
|
| — |
| — |
| 18,494 |
| 19,129 |
Other non-current liabilities |
|
| 564,531 |
| 551,671 |
| 881,913 |
| 935,514 |
Non-current liabilities |
|
| 24,023,566 |
| 20,705,337 |
| 74,390,654 |
| 72,725,397 |
Total liabilities |
|
| 26,743,436 |
| 23,242,266 |
| 92,057,381 |
| 88,884,202 |
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
Share capital |
|
| 8,682,544 |
| 8,682,544 |
| 8,682,544 |
| 8,682,544 |
Treasury shares |
|
| (159,641) |
| (93,917) |
| (159,641) |
| (93,917) |
Additional paid-in capital |
|
| 2,496,415 |
| 2,561,964 |
| 2,496,415 |
| 2,561,964 |
Accumulated other comprehensive income |
|
| 359,236 |
| 314,325 |
| 359,236 |
| 314,325 |
Retained earnings |
|
| 9,490,391 |
| 9,490,391 |
| 9,490,391 |
| 9,490,391 |
Profit for the year |
|
| (192,175) |
| — |
| (192,175) |
| — |
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| 20,676,770 |
| 20,955,307 |
| 20,676,770 |
| 20,955,307 |
Non-controlling interests | 9.2 |
| — |
| — |
| 30,243,551 |
| 30,025,873 |
Total shareholders' equity |
|
| 20,676,770 |
| 20,955,307 |
| 50,920,321 |
| 50,981,180 |
Total liabilities and shareholders' equity |
|
| 47,420,206 |
| 44,197,573 |
| 142,977,702 |
| 139,865,382 |
The accompanying notes are an integral part of these interim financial statements. |
(In thousands of Reais, except earnings per share)
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 (Restated) (i) |
Net sales | 19 |
| — |
| — |
| 9,842,056 |
| 9,618,154 |
Cost of sales | 20 |
| — |
| — |
| (6,928,437) |
| (7,178,603) |
Gross profit |
|
| — |
| — |
| 2,913,619 |
| 2,439,551 |
|
|
|
|
|
|
|
|
|
|
Selling expenses | 20 |
| — |
| — |
| (361,404) |
| (339,733) |
General and administrative expenses | 20 |
| (103,683) |
| (86,641) |
| (583,255) |
| (490,524) |
Other incomes (expenses), net | 21 |
| (14,238) |
| 18,187 |
| 761 |
| 361,893 |
Operating expenses |
|
| (117,921) |
| (68,454) |
| (943,898) |
| (468,364) |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before equity in earnings of investees finance results and income taxes |
|
| (117,921) |
| (68,454) |
| 1,969,721 |
| 1,971,187 |
|
|
|
|
|
|
|
|
|
|
Interest in earnings of associates | 9.1 |
| 824,169 |
| (581,069) |
| 461,423 |
| 52,964 |
Interest in earnings of joint ventures | 10 |
| (45,874) |
| 128,386 |
| (403,908) |
| 1,130,415 |
Equity in earnings of investees |
|
| 778,295 |
| (452,683) |
| 57,515 |
| 1,183,379 |
|
|
|
|
|
|
|
|
|
|
Finance expense |
|
| (529,536) |
| (428,483) |
| (1,864,555) |
| (4,255,260) |
Finance income |
|
| 58,182 |
| 68,474 |
| 615,101 |
| 600,662 |
Foreign exchange, net |
|
| (337,996) |
| 243,142 |
| (531,218) |
| 585,342 |
Net effect of derivatives |
|
| (513,361) |
| (509,086) |
| 1,343 |
| 300,142 |
Finance results, net | 22 |
| (1,322,711) |
| (625,953) |
| (1,779,329) |
| (2,769,114) |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
| (662,337) |
| (1,147,090) |
| 247,907 |
| 385,452 |
|
|
|
|
|
|
|
|
|
|
Income taxes | 15 |
|
|
|
|
|
|
|
|
Current |
|
| (3,849) |
| 30,563 |
| (284,396) |
| (1,191,182) |
Deferred |
|
| 474,011 |
| 212,396 |
| 300,033 |
| 386,998 |
|
|
| 470,162 |
| 242,959 |
| 15,637 |
| (804,184) |
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period |
|
| (192,175) |
| (904,131) |
| 263,544 |
| (418,732) |
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
| (192,175) |
| (904,131) |
| (192,175) |
| (904,131) |
Non-controlling interests |
|
| — |
| — |
| 455,719 |
| 485,399 |
|
|
| (192,175) |
| (904,131) |
| 263,544 |
| (418,732) |
|
|
|
|
|
|
|
|
|
|
Earnings per share | 18 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
| (R$0.1030) |
| (R$0.4844) |
Diluted |
|
|
|
|
|
| (R$0.1032) |
| (R$0.4888) |
(i) For additional information see notes 3.1. | |||||||||
The accompanying notes are an integral part of these interim financial statements. |
(In thousands of Reais)
| Parent Company |
| Consolidated | ||||
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Profit for the period | (192,175) |
| (904,131) |
| 263,544 |
| (418,732) |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
Foreign currency translation differences | 62,887 |
| (184,753) |
| 63,056 |
| (241,448) |
Gain (loss) on cash flow hedge | (32,384) |
| 1,207 |
| (42,564) |
| 1,585 |
| 30,503 |
| (183,546) |
| 20,492 |
| (239,863) |
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
Actuarial gains losses with defined benefit plan, net of taxes | 14,408 |
| 121 |
| 24,286 |
| 3,195 |
Deferred taxes | — |
| — |
| (8,257) |
| (1,086) |
| 14,408 |
| 121 |
| 16,029 |
| 2,109 |
|
|
|
|
|
|
|
|
Total comprehensive income for the period | (147,264) |
| (1,087,556) |
| 300,065 |
| (656,486) |
|
|
|
|
|
|
|
|
Comprehensive income attributable to: |
|
|
|
|
|
|
|
Owners of the Company | (147,264) |
| (1,087,556) |
| (147,264) |
| (1,087,556) |
Non-controlling interest | — |
| — |
| 447,329 |
| 431,070 |
| (147,264) |
| (1,087,556) |
| 300,065 |
| (656,486) |
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Reais)
|
|
|
|
|
| Capital reserve |
|
|
| Profit reserve |
|
|
|
|
|
|
| |||||||
|
| Share capital |
| Treasury share |
| Corporate transactions - Law 6404 |
| Capital transactions |
| Accumulated other comprehensive loss |
| Legal |
| Statutory reserve |
| Retained earnings |
| Accumulated profits |
| Equity attributable to controlling shareholders |
| Interest of non-controlling shareholders |
| Total equity |
At January 1, 2024 |
| 8,682,544 |
| (93,917) |
| 737 |
| 2,561,227 |
| 314,325 |
| 58,802 |
| 8,610,796 |
| 820,793 |
| — |
| 20,955,307 |
| 30,025,873 |
| 50,981,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (192,175) |
| (192,175) |
| 455,719 |
| 263,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from cash flow hedge accounting |
| — |
| — |
| — |
| — |
| (32,384) |
| — |
| — |
| — |
| — |
| (32,384) |
| (10,180) |
| (42,564) |
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| 62,887 |
| — |
| — |
| — |
| — |
| 62,887 |
| 169 |
| 63,056 |
Actuarial gain on defined benefit plan |
| — |
| — |
| — |
| — |
| 14,408 |
| — |
| — |
| — |
| — |
| 14,408 |
| 1,621 |
| 16,029 |
Total comprehensive income (loss) for the year |
| — |
| — |
| — |
| — |
| 44,911 |
| — |
| — |
| — |
| (192,175) |
| (147,264) |
| 447,329 |
| 300,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions to owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on capital increase in a subsidiary |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (20,629) |
| (20,629) |
Share based payments |
| — |
| (88,821) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (88,821) |
| - |
| (88,821) |
Share based payments |
| — |
| 23,097 |
| — |
| (66,792) |
| — |
| — |
| — |
| — |
| — |
| (43,695) |
| - |
| (43,695) |
Write-off of interest in subsidiary |
| — |
| — |
| — |
| (420) |
| — |
| — |
| — |
| — |
| — |
| (420) |
| (75) |
| (495) |
Dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (221,019) |
| (221,019) |
Employee compensation plan - value of employee services |
| — |
| — |
| — |
| 2,390 |
| — |
| — |
| — |
| — |
| — |
| 2,390 |
| 12,072 |
| 14,462 |
Total contributions and distributions |
| — |
| (65,724) |
| — |
| (64,822) |
| — |
| — |
| — |
| — |
| — |
| (130,546) |
| (229,651) |
| (360,197) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (note 9.1) |
| — |
| — |
| — |
| (727) |
| — |
| — |
| — |
| — |
| — |
| (727) |
| — |
| (727) |
Total transactions with owners of the Company |
| — |
| — |
| — |
| (727) |
| — |
| — |
| — |
| — |
| — |
| (727) |
| - |
| (727) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company |
| — |
| (65,724) |
| — |
| (65,549) |
| — |
| — |
| — |
| — |
| — |
| (131,273) |
| (229,651) |
| (360,924) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2024 |
| 8,682,544 |
| (159,641) |
| 737 |
| 2,495,678 |
| 359,236 |
| 58,802 |
| 8,610,796 |
| 820,793 |
| (192,175) |
| 20,676,770 |
| 30,243,551 |
| 50,920,321 |
The accompanying notes are an integral part of these interim financial statements.
Statement of changes in equity
(In thousands of Reais)
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 |
| Accumulated profits |
| Equity attributable to controlling shareholders |
| Non-controlling interest |
| Total equity | ||||||||
At January 1, 2023 |
| 8,402,544 |
| (107,140) |
| 737 |
| 2,319,191 |
| 567,546 |
| 58,802 |
| 9,240,466 |
| 171,021 |
| — |
| 20,653,167 |
| 27,516,232 |
| 48,169,399 | ||||||||
Net income for the period |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (904,131) |
| (904,131) |
| 485,399 |
| (418,732) | ||||||||
Other comprehensive income (note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gain from cash flow hedge accounting |
| — |
| — |
| — |
| — |
| 1,207 |
| — |
| — |
| — |
| — |
| 1,207 |
| 378 |
| 1,585 | ||||||||
Foreign currency translation differences |
| — |
| — |
| — |
| — |
| (184,753) |
| — |
| — |
| — |
| — |
| (184,753) |
| (56,695) |
| (241,448) | ||||||||
Actuarial gain on defined benefit plan |
| — |
| — |
| — |
| — |
| 121 |
| — |
| — |
| — |
| — |
| 121 |
| 1,988 |
| 2,109 | ||||||||
Total comprehensive income (loss) for the year |
| — |
| — |
| — |
| — |
| (183,425) |
| — |
| — |
| — |
| (904,131) |
| (1,087,556) |
| 431,070 |
| (656,486) | ||||||||
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Resource from capital increase in subsidiary |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 21,959 |
| 21,959 | ||||||||
Gain with increase in capital in subsidiary |
| — |
| — |
| — |
| 12,622 |
| — |
| — |
| — |
| — |
| — |
| 12,622 |
| (12,622) |
| — | ||||||||
Share based payments |
| — |
| (113) |
| — |
| 768 |
| — |
| — |
| — |
| — |
| — |
| 655 |
| 1,312 |
| 1,967 | ||||||||
Dividends |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (72,661) |
| (72,661) | ||||||||
Employee compensation plan - value of employee services |
| — |
| — |
| — |
| 26,321 |
| — |
| — |
| — |
| — |
| — |
| 26,321 |
| 2,837 |
| 29,158 | ||||||||
Total contributions and distributions |
| — |
| (113) |
| — |
| 39,711 |
| — |
| — |
| — |
| — |
| — |
| 39,598 |
| (59,175) |
| (19,577) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Changes in interest in subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Change of shareholding interest in subsidiary |
| — |
| — |
| — |
| (316) |
| — |
| — |
| — |
| — |
| — |
| (316) |
| — |
| (316) | ||||||||
Total transactions with owners of the Company |
| — |
| — |
| — |
| (316) |
| — |
| — |
| — |
| — |
| — |
| (316) |
| — |
| (316) | ||||||||
Total contributions, distributions and transactions with the Company's shareholders |
| — |
| (113) |
| — |
| 39,395 |
| — |
| — |
| — |
| — |
| — |
| 39,282 |
| (59,175) |
| (19,893) | ||||||||
At March 31, 2023 |
| 8,402,544 |
| (107,253) |
| 737 |
| 2,358,586 |
| 384,121 |
| 58,802 |
| 9,240,466 |
| 171,021 |
| (904,131) |
| 19,604,893 |
| 27,888,127 |
| 47,493,020 |
The accompanying notes are an integral part of these interim financial statements
(In thousands of Reais)
|
|
| Parent Company | Consolidated | |||||
| Note |
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
| (662,337) |
| (1,147,090) |
| 247,907 |
| 385,452 |
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 20 |
| 3,851 |
| 3,422 |
| 907,264 |
| 785,219 |
Interest in earnings of associates | 9.1 |
| (824,169) |
| 581,069 |
| (461,423) |
| (52,964) |
Interest in earnings of joint ventures | 10 |
| 45,874 |
| (128,386) |
| 403,908 |
| (1,130,415) |
Loss (gain) on disposed assets | 21 |
| 7 |
| — |
| 8,659 |
| (793) |
Share based payment | 24 |
| 21,194 |
| 19,562 |
| 47,557 |
| 39,719 |
Legal proceedings provision | 21 |
| 10,842 |
| 22,465 |
| 81,260 |
| 63,627 |
Interest and foreign exchange, net |
|
| 1,343,237 |
| 602,506 |
| 2,109,721 |
| 3,098,422 |
Sectorial financial assets and liabilities, net | 5.10 |
| — |
| — |
| (53,026) |
| 27,655 |
Provisions for employee benefits |
|
| 6,323 |
| 13,196 |
| 87,258 |
| 69,450 |
Allowance for expected credit losses |
|
| — |
| — |
| 13,033 |
| 3,818 |
Deferred revenue |
|
| — |
| — |
| (650) |
| (1,347) |
Revenue from finance investment |
|
| — |
| — |
| — |
| (402,752) |
Other |
|
| 620 |
| (49,536) |
| 50,812 |
| 90,099 |
|
|
| (54,558) |
| (82,792) |
| 3,442,280 |
| 2,975,190 |
Variation in: |
|
|
|
|
|
|
|
|
|
Trade receivable |
|
| — |
| — |
| (521,801) |
| (100,241) |
Inventories |
|
| — |
| — |
| (125,602) |
| (87,749) |
Other taxes, net |
|
| (7,312) |
| 1,591 |
| 46,145 |
| 138,448 |
Income tax |
|
| 29,044 |
| 37,611 |
| (328,439) |
| (260,208) |
Related parties, net |
|
| (7,751) |
| (47,810) |
| 126,498 |
| (2,948) |
Trade payables |
|
| 1,427 |
| (113,534) |
| (156,761) |
| (324,025) |
Employee benefits |
|
| (54,135) |
| (44,551) |
| (323,520) |
| (279,594) |
Provision for legal proceedings |
|
| 2,008 |
| (7,028) |
| (95,857) |
| (81,490) |
Financial instruments derivatives |
|
| — |
| — |
| (4,922) |
| 6,662 |
Other financial liabilities |
|
| — |
| — |
| (51,119) |
| (194,939) |
Judicial deposits |
|
| (883) |
| (723) |
| (98,858) |
| (13,778) |
Post-employment benefits obligation |
|
| — |
| — |
| (6,576) |
| (9,369) |
Other assets and liabilities, net |
|
| 40,015 |
| (18,424) |
| 44,617 |
| 51,058 |
|
|
| 2,413 |
| (192,868) |
| (1,496,195) |
| (1,158,173) |
|
|
|
|
|
|
|
|
| — |
Net cash (used in) generated from operating activities |
|
| (52,145) |
| (275,660) |
| 1,946,085 |
| 1,817,017 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Advance for Future Increase Capital | 9.1 |
| (4,070,000) |
| (4,000) |
| — |
| — |
Capital contribution in joint ventures | 10 |
| (4,337) |
| — |
| (4,337) |
| — |
Acquisition of subsidiary, net of acquired cash |
|
| — |
| — |
| — |
| — |
Purchase of marketable securities |
|
| 347,038 |
| 201,828 |
| (444,102) |
| (749,572) |
Restricted cash |
|
| 7,197 |
| (1,139) |
| 5,508 |
| (18,719) |
Dividends received from associates | 17 |
| 244,324 |
| 266,624 |
| 587,744 |
| 6,748 |
Dividends received from joint venture | 17 |
| 228,342 |
| 46,103 |
| 293,912 |
| 405,926 |
Dividends received from finance investment |
|
| — |
| — |
| — |
| 457,450 |
Acquisition of instruments designated at fair value |
|
| — |
| — |
| — |
| (2,281) |
Reduction of capital in subsidiaries | 9.1 |
| 5,227 |
| — |
| — |
| — |
Acquisition of property, plant and equipment, intangible and contract assets |
|
| (1,160) |
| (1,010) |
| (1,535,849) |
| (1,508,133) |
Proceeds from the sale of investments |
|
| — |
| — |
| — |
| (20,926) |
Receipt of derivative financial instruments, except debt |
|
| — |
| 18,037 |
| 65 |
| 21,398 |
Payment of derivative financial instruments, except debt |
|
| — |
| — |
| (180) |
| (4,019) |
Net cash generated from (used in) investing activities |
|
| (3,243,369) |
| 526,443 |
| (1,097,239) |
| (1,412,128) |
Statement of cash flow
(In thousands of Reais)
|
|
| Parent Company | Consolidated | |||||
| Note |
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures | 5.4 |
| 2,980,221 |
| — |
| 7,577,959 |
| 372,110 |
Principal repayment of loans, borrowings and debentures | 5.4 |
| — |
| — |
| (4,418,898) |
| (434,343) |
Payment of interest on loans, borrowings and debentures | 5.4 |
| (262,844) |
| (277,848) |
| (1,007,511) |
| (951,128) |
Payment of derivative financial instruments |
|
| (238,456) |
| (302,650) |
| (1,378,647) |
| (759,943) |
Proceeds from derivative financial instruments |
|
| 13,530 |
| 7,962 |
| 516,758 |
| 7,984 |
Costs of banking operations with derivatives |
|
| — |
| — |
| (29,828) |
| (247,163) |
Principal repayment of leases | 5.5 |
| (1,558) |
| (1,234) |
| (120,611) |
| (156,458) |
Payment of interest on leases | 5.5 |
| (828) |
| (885) |
| (87,946) |
| (51,672) |
Proceeds from capital contributions by non-controlling shareholders |
|
| — |
| — |
| (20,520) |
| 21,959 |
Related parties |
|
| (184,739) |
| (275,446) |
| — |
| — |
Proceeds from the sale of treasury shares |
|
| (91,332) |
| — |
| (91,332) |
| — |
Dividends paid | 17 |
| — |
| — |
| (93,851) |
| (102,712) |
Payment of share-based compensation |
|
| — |
| — |
| — |
| (293) |
Net cash generated from (used in) financing activities |
|
| 2,213,994 |
| (850,101) |
| 845,573 |
| (2,301,659) |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
| (1,081,520) |
| (599,318) |
| 1,694,419 |
| (1,896,770) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
| 1,769,976 |
| 1,348,461 |
| 14,658,481 |
| 13,301,716 |
Effect of the foreign exchange rate changes |
|
| 3,272 |
| (3,322) |
| 45,521 |
| (19,520) |
Cash and cash equivalents at the end of the period |
|
| 691,728 |
| 745,821 |
| 16,398,421 |
| 11,385,426 |
|
|
|
|
|
|
|
|
|
|
Additional information |
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
| — |
| — |
| 251,518 |
| 532,647 |
The accompanying notes are an integral part of these interim financial statements
Non-cash transactions:
The Company presents its statements of cash flows using the indirect method. During the period ended March 31, 2024, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the parent company and consolidated statement of cash flows:
(i) | Recognition of right-of-use as a counterpart to the lease liability in the amount of R$15,775 (R$17,124 on March 31, 2023), resulting from the application of inflation indexes and new contracts classified under the leasing rule (Note 11.4). |
(ii) | Acquisition of property, plant and equipment and intangible assets with payment in installments R$696,688 (R$114,642 on March 31, 2023). |
(iii) | On March 27, 2024, the subsidiary Compass recognized deliberate dividends in the amount of R$1,479,631 net of income tax to be paid in the subsequent month. |
Disclosure of interest and dividends:
Dividends and interest on shareholders' equity are classified as cash flow from investing activities by the Company. Dividends and interest received or paid are classified as cash flow from financing activities.
(In thousands of Reais)
| Parent Company |
| Consolidated | ||||
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 (Restated) (i) |
Revenue |
|
|
|
|
|
|
|
Net sales | — |
| — |
| 11,515,795 |
| 11,370,985 |
Other income (expense), net | (1,192) |
| 47,671 |
| 66,357 |
| 424,246 |
Impairment gain (loss) on trade receivables | — |
| — |
| 4,832 |
| 1,958 |
| (1,192) |
| 47,671 |
| 11,586,984 |
| 11,797,189 |
Inputs purchased from third parties |
|
|
|
|
|
|
|
Cost of goods sold and services rendered | — |
| — |
| 6,410,877 |
| 6,856,677 |
Materials, energy, third-party services and other | 40,493 |
| 50,298 |
| 561,922 |
| 497,714 |
| 40,493 |
| 50,298 |
| 6,972,799 |
| 7,354,391 |
|
|
|
|
|
|
|
|
Gross value added | (41,685) |
| (2,627) |
| 4,614,185 |
| 4,442,798 |
|
|
|
|
|
|
|
|
Retention |
|
|
|
|
|
|
|
Depreciation and amortization | 3,851 |
| 3,422 |
| 907,264 |
| 785,219 |
|
|
|
|
|
|
|
|
Net value added | (45,536) |
| (6,049) |
| 3,706,921 |
| 3,657,579 |
|
|
|
|
|
|
|
|
Value added transferred in |
|
|
|
|
|
|
|
Interest earnings in associates | 824,169 |
| (581,069) |
| 461,423 |
| 52,964 |
Interest earnings in joint ventures | (45,874) |
| 128,386 |
| (403,908) |
| 1,130,415 |
Finance revenue | 58,182 |
| 68,476 |
| 615,101 |
| 595,697 |
| 836,477 |
| (384,207) |
| 672,616 |
| 1,779,076 |
|
|
|
|
|
|
|
|
Value added to be distributed | 790,941 |
| (390,256) |
| 4,379,537 |
| 5,436,655 |
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
Personnel and payroll charges | 54,597 |
| 56,494 |
| 629,026 |
| 569,922 |
Direct remuneration | 41,097 |
| 52,613 |
| 504,154 |
| 473,691 |
Benefits | 3,409 |
| 2,594 |
| 89,653 |
| 71,319 |
FGTS and other | 10,091 |
| 1,287 |
| 35,219 |
| 24,912 |
|
|
|
|
|
|
|
|
Taxes, fees and contributions | (452,371) |
| (237,044) |
| 1,070,957 |
| 1,886,222 |
Federal | (457,914) |
| (238,849) |
| 361,718 |
| 1,140,888 |
State | — |
| — |
| 661,006 |
| 712,886 |
Municipal | 5,543 |
| 1,805 |
| 48,233 |
| 32,448 |
|
|
|
|
|
|
|
|
Financial expenses and rents | 1,380,890 |
| 694,425 |
| 2,416,010 |
| 3,399,243 |
Interest and foreign exchange variation | 1,371,928 |
| 709,328 |
| 2,306,059 |
| 3,082,494 |
Rents | — |
| — |
| 29,077 |
| 39,388 |
Other | 8,962 |
| (14,903) |
| 80,874 |
| 277,361 |
|
|
|
|
|
|
|
|
Equity Remuneration | (192,175) |
| (904,131) |
| 263,544 |
| (418,732) |
Non-controlling interests | — |
| — |
| 455,719 |
| 485,399 |
Retained loss | (192,175) |
| (904,131) |
| (192,175) |
| (904,131) |
(i) For more details see notes 3.1. | |||||||
The accompanying notes are an integral part of these interim financial statements. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Cosan S.A. (“Cosan” or “the Company”) is a publicly traded company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special New Market (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 (sociedade anônima) of indefinite term incorporated under the laws of Brazil, with its registered office in the city of São Paulo, state of São Paulo. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
Corporate Cosan (Corporate segment) It is formed by the following entities:
(i) | Parent company with direct or indirect equity interest in subsidiaries and joint venture. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
(ii) | Cosan Oito is a subsidiary of Cosan S.A., which has a significant stake in Vale. |
(iii) | Cosan Nove has a direct stake in Raízen of 39.12% and preferred shares with Itaú Unibanco S.A. (“Itaú”) which corresponds to an equity interest of 26.91%. |
(iv) | Cosan Dez has a direct stake in Compass of 88,00% and preferred shares with Bradesco BBI S.A. (“Bradesco”) which corresponds to an equity interest of 23.20%. |
INTERNALIZATION OF SENIOR NOTES 2031
On February 16, 2024, the Company internalized the remaining resources arising from the 2031 senior notes, through the issuance of Loan 4131 by Cosan S.A., referenced in US dollars in the amount of equivalent to US$600,000 thousand, equivalent to R$2,982,600, with an annual coupon of 6.6% p.a. for the first four semesters and interest payment of 7.25% p.a. for the others. In return, Cosan Luxembourg contracted a Time Deposit (“TD”) with the same amount and counterparty in US dollars, with semi-annual payment frequency and annual remuneration of 7.25% p.a., which has as its underlying asset the issuance of Loan 4131. For more information see note 5.4 (e).
VALE'S DIVIDEND DISTRIBUTION
On February 22, 2024, Vale's Board of Directors approved the remuneration of shareholders in the amount of R$11,721,894. The amount declared corresponds entirely to dividends in the total amount of R$ 2.738548374 reais per share. The payment took place on March 19, 2024 and the amount received by the subsidiary Cosan Oito was R$577,469.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
COMGÁS' TENTH ISSUANCE OF DEBENTURES
On February 29, 2024, the Board of Directors of the indirect subsidiary Comgás approved the public offering of the 10th issuance of simple debentures, under a firm placement guarantee, non-convertible into shares, of the unsecured type, in a single series. The issuance was in the total amount of R$1,500,000, with semiannual interest at a rate equal to DI plus a spread of 0.80% p.a. and with maturity of the principal on March 15, 2029, with amortization on the maturity date. The net proceeds from the Issuance will be allocated to the ordinary management of the business of the indirect subsidiary Comgás.
RENEWAL OF THE SUDAM TAX BENEFIT
On December 20, 2023, Rumo Malha Norte S.A. filed with the Brazilian Federal Revenue Service (RFB) the constitutive report number 143/2023, issued by SUDAM on December 6, 2023, attesting to compliance with the legal conditions and requirements required for the renewal of the tax benefit, for another 10 years. In view of the above, the RFB, through the use of its powers, decided on March 13, 2024, through executive declaratory act number 024213308, to recognize the right to a 75% reduction in income tax and additional taxes referred to in article 1 of Provisional Measure No. 2,199-14, of August 24, 2001, calculated on the basis of the operating profit of the legal entity Rumo Malha Norte.
COMPASS'S THIRD ISSUANCE OF DEBENTURES
On March 15, 2024, the subsidiary Compass Gás e Energia S.A. raised its 3rd issuance of simple and non-convertible debentures, in the amount of R$ 1,500,000 with remuneration of CDI + 1.08% p.a., semiannual interest and principal maturing on March 15, 2029. The proceeds from the issuance will be used for general purposes and to strengthen working capital.
RESOLUTION OF COMPASS GAS AND ENERGY DIVIDENDS
On March 27, 2024, the Board of Directors of the indirect subsidiary Compass Gas and Energy approved the distribution of dividends in the amount of R$1,500,000. The payment took place on April 12, 2024 and the amount received by the subsidiary Cosan Dez was R$1,320,000.
COMPASS AND TRSP COMMERCIAL NOTES
On March 20, 2024, Compass and its subsidiary TRSP signed the 1st Issuance of Commercial Notes in the amount of R$ 200,000, with maturity in March 2026 and remuneration at 100% CDI + 1.7% p.a. The agreement was entered into through the depositary Laqus Depositária de Valores Mobiliários S.A. following the market conditions for the respective transaction.
COMPASS MARKETING LOAN
On March 21, 2024, Compass and its subsidiary Compass Comercialização signed an "Uncommitted Term Loan Facillity Agreement – Loan Agreement" with BNP Paribas S.A., for funding under the terms of Law No. 4,131. On March 22, 2024, the Company concluded the funding in the amount of EUR 78 million, equivalent to R$423,393, maturing in March 2025 and with an interest rate of 4.88% per year.
ISSUANCE OF DEBENTURES RUMO MALHA PAULISTA S.A.
On March 25, 2024, Rumo Malha Paulista raised R$1,200,000 with the 5th issuance of simple, non-convertible debentures, of the unsecured type, divided into two series, the first of which has an amount of R$532,243, with an IPCA rate + 5.7970% p.a., a term of 10 years, semiannual interest payments and bullet amortization, while the second is R$667,757 with an IPCA rate + 5.9284% p.a., a term of 15 years, semiannual interest payments and amortizations in the last three years.
PORT TERMINAL PROJECT – SEEDS
On March 25, 2024, Companhia Rumo S.A. and EMBRAPORT – Empresa Brasileira de Terminais Portuários S.A., signed a binding agreement for the implementation of a new port project (terminal) for grain and fertilizer lifts at the port of Santos. The estimated investment for the construction of the Terminal is R$ 2.5 billion and will be financed with loans, in addition to the possibility of potential strategic partnerships throughout the course of implementation of the Project. The start of construction is conditional on the fulfillment of customary conditions precedent for this type of operation, including licensing and legal and regulatory approvals. After the fulfillment of all conditions precedent, the period of 30 months for construction is estimated.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
UNWIND VALE S.A. OPERATIONS
During the first months of 2024, as shown in the table, the Company anticipated the debts linked to Vale's operation, and in April 2024 the settlement of 100% of the debts was completed, as well as the collar financing derivatives linked to the operation.
|
| Participation Cosan |
| Debt settlement Cashier Effect |
|
| ||||||
Base date |
| Direct |
| Collarizada |
| Total |
| Principal |
| Interest |
| Gain/Loss settlement Collar Financing |
January. 2024 |
| 2.62% |
| 2.03% |
| 4.65% |
| (1,698,606) |
| (49,773) |
| 188,140 |
February, 2024 |
| 3.91% |
| 0.74% |
| 4.65% |
| (2,067,956) |
| (63,689) |
| 303,431 |
April, 2024 (i) | 3.91% | — | 3.91% | (1,918,773) | (65,880) | 331,116 |
(i) | On April 19, 2024, the Company sold an additional 33,525 million shares, equivalent to a 0.74% stake in the Collar Financing structure, together with the early settlement of the remaining debt. With this latest advance payment, the Company settled 100% of the debts linked to the operation and collar derivatives, now holding only a direct stake in Vale. |
These individual and consolidated interim financial statements were prepared and are being presented in accordance with the technical pronouncement CPC 21 (R1) - Interim Statements and with the international standards IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and also based on the provisions contained in the Brazilian Corporation Law, and presented in a manner consistent with the rules issued by the Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR. Interim financial statements do not include all information necessary for a complete set of financial statements prepared in accordance with local standards and 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 the Statements of Added Value (“DVA”), individual and consolidated, is required by Brazilian corporate legislation and by the accounting practices adopted in Brazil applicable to public companies CPC 09 – Statement of Added Value. IFRS standards do not require the presentation of this statement. As a consequence, under IFRS, this statement is presented as supplementary information, without prejudice to the set of interim financial statements.
The information in the explanatory notes that did not undergo significant changes compared to the financial statements as of December 31, 2023, was not presented in full in this quarterly information.
These interim financial statements were prepared following the preparation basis and accounting policies consistent with those adopted in the preparation of the financial statements as of December 31, 2023. All balances have been rounded to the nearest thousand, unless otherwise indicated.
The significant judgments made by Management in applying the Company's accounting policies and the main sources of estimation uncertainty were the same as those described in the last annual financial statements.
The relevant information specific to the interim financial statements, and only them, are being disclosed and correspond to that used by Management in its management.
These interim financial statements were authorized for issuance by the Board of Directors on May 28, 2024.
3.1. RECLASSIFICATION IN THE INCOME STATEMENT
ARSESP, through resolution 1,205 of August 18, 2021, NTF-044-2021, released a new Regulatory Accounting Manual and Chart of Accounts for the piped gas distribution sector for companies on its regulation with applicability as of fiscal year 2023.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
According to the technical note mentioned above, ARSESP determines that the accounting of variations, positive and negative, between the price included in the tariffs and the price actually paid by the concessionaire to the supplier, which are periodically passed on to users through graphical accounts, must be recorded in the net operating revenue group. The accounting policy usually applied by the subsidiary Compass is consistent with the understanding of the essence of the operation, classifying the effects of the Regulatory Current Account ("CCR") on its gross income, but with allocations in the cost group of goods sold and services rendered. In addition, the document also mentions that the classification of expenses and costs may vary in relation to commonly adopted practices in which part of the administrative expenses are also admitted as costs of operations related to piped gas distribution services.
The indirect subsidiary Comgás has voluntarily reassessed the way in which it presents the classification of the effects of CCR and general and administrative expenses, as it understands that such presentation will meet the requirements of ARSESP and OCPC08, providing more consistent information in the consolidations in line with the practices adopted by the group. These reclassifications do not impact the main indicators, such as profit for the year and shareholders' equity, used by the indirect subsidiary Comgás and the other gas distributors of Compass.
The application of the change in the accounting policy generated the following reclassification in the income statement in the comparative period:
| Consolidated | ||||
| 1Q23 (Originally presented) |
| Reclassification |
| 1Q23 (resubmitted) |
Net Operating Income | 9,631,327 |
| (13,173) |
| 9,618,154 |
Costs of Goods Sold and the services provided | (7,132,517) |
| (46,086) |
| (7,178,603) |
Gross result | 2,498,810 |
| (59,259) |
| 2,439,551 |
Selling Expenses | (339,733) |
| — |
| (339,733) |
General and administrative expenses | (549,783) |
| 59,259 |
| (490,524) |
Other operating income, net | 361,893 |
| — |
| 361,893 |
Operating Income | (527,623) |
| 59,259 |
| (468,364) |
Result before equivalence result equity and net financial income | 1,971,187 |
| — |
| 1,971,187 |
The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Reported segments:
Reconciliation:
Although Raízen S.A. is a joint venture registered under the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of jointly owned subsidiary”.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
In December 2023 the Company re-evaluated its segment structure presented as reconciliation items and added to the Corporate Cosan structure the company Cosan Dez and Cosan Investimentos. Because of this change, we present the comparative period of March 31, 2023.
| 1Q24 | ||||||||||||||||
| Reported segments |
| Reconciliation |
|
| ||||||||||||
| Raízen |
| Compass |
| Moove |
| Rumo |
| Radar |
| Cosan Corporate |
| Deconsolidation of Joint Ventures |
| Elimination Between Segments |
| Consolidated |
Result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue | 53,657,046 |
| 4,135,168 |
| 2,439,592 |
| 3,146,017 |
| 136,567 |
| 7 |
| (53,657,046) |
| (15,295) |
| 9,842,056 |
Cost of goods sold and services provided | (49,921,053) |
| (3,358,766) |
| (1,758,889) |
| (1,826,033) |
| — |
| (44) |
| 49,921,053 |
| 15,295 |
| (6,928,437) |
Gross profit | 3,735,993 |
| 776,402 |
| 680,703 |
| 1,319,984 |
| 136,567 |
| (37) |
| (3,735,993) |
| — |
| 2,913,619 |
Selling expenses | (1,579,848) |
| (43,326) |
| (306,490) |
| (11,588) |
| — |
| — |
| 1,579,848 |
| — |
| (361,404) |
General and administrative expenses | (930,404) |
| (173,833) |
| (134,169) |
| (151,817) |
| (18,385) |
| (105,051) |
| 930,404 |
| — |
| (583,255) |
Other income (expenses), net | (45,200) |
| 54,525 |
| 19,290 |
| (56,651) |
| (2,166) |
| (14,237) |
| 45,200 |
| — |
| 761 |
Equity in associates’ earnings | (66,352) |
| 29,082 |
| — |
| 6,466 |
| 19,949 |
| 942,140 |
| 66,352 |
| (536,214) |
| 461,423 |
Equity income in joint ventures | — |
| — |
| — |
| (837) |
| — |
| (403,071) |
| — |
| — |
| (403,908) |
Financial result | (1,715,131) |
| (204,019) |
| 1,223 |
| (621,079) |
| 8,561 |
| (964,015) |
| 1,715,131 |
| — |
| (1,779,329) |
Financial expenses | (1,245,021) |
| (403,568) |
| 1,691 |
| (791,132) |
| (1,567) |
| (669,979) |
| 1,245,021 |
| — |
| (1,864,555) |
Financial revenue | 236,924 |
| 246,942 |
| 22,694 |
| 240,638 |
| 10,128 |
| 94,699 |
| (236,924) |
| — |
| 615,101 |
Foreign exchange variation | (537,048) |
| (59,792) |
| (23,162) |
| (173,095) |
| — |
| (275,169) |
| 537,048 |
| — |
| (531,218) |
Derivatives | (169,986) |
| 12,399 |
| — |
| 102,510 |
| — |
| (113,566) |
| 169,986 |
| — |
| 1,343 |
Income tax and social contribution | (306,554) |
| (120,728) |
| (79,901) |
| (116,141) |
| (18,480) |
| 350,887 |
| 306,554 |
| — |
| 15,637 |
Income for the period | (907,496) |
| 318,103 |
| 180,656 |
| 368,337 |
| 126,046 |
| (193,384) |
| 907,496 |
| (536,214) |
| 263,544 |
Result attributed to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders | (906,094) |
| 247,480 |
| 126,449 |
| 112,242 |
| 50,042 |
| (192,174) |
| 906,094 |
| (536,214) |
| (192,175) |
Non-controlling shareholders | (1,402) |
| 70,623 |
| 54,207 |
| 256,095 |
| 76,004 |
| (1,210) |
| 1,402 |
| — |
| 455,719 |
| (907,496) |
| 318,103 |
| 180,656 |
| 368,337 |
| 126,046 |
| (193,384) |
| 907,496 |
| (536,214) |
| 263,544 |
Other selected information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 2,765,658 |
| 250,418 |
| 69,606 |
| 583,303 |
| 68 |
| 3,869 |
| (2,765,658) |
| — |
| 907,264 |
EBITDA | 3,879,847 |
| 893,268 |
| 328,940 |
| 1,688,860 |
| 136,033 |
| 423,613 |
| (3,879,847) |
| (536,214) |
| 2,934,500 |
Additions to fixed assets, intangible assets and contract assets | 5,016,672 |
| 531,354 |
| 34,488 |
| 967,106 |
| 1,740 |
| 1,161 |
| (5,016,672) |
| — |
| 1,535,849 |
EBITDA reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income for the period | (907,496) |
| 318,103 |
| 180,656 |
| 368,337 |
| 126,046 |
| (193,384) |
| 907,496 |
| (536,214) |
| 263,544 |
Income taxes and social contribution | 306,554 |
| 120,728 |
| 79,901 |
| 116,141 |
| 18,480 |
| (350,887) |
| (306,554) |
| — |
| (15,637) |
Financial result | 1,715,131 |
| 204,019 |
| (1,223) |
| 621,079 |
| (8,561) |
| 964,015 |
| (1,715,131) |
| — |
| 1,779,329 |
Depreciation and amortization | 2,765,658 |
| 250,418 |
| 69,606 |
| 583,303 |
| 68 |
| 3,869 |
| (2,765,658) |
| — |
| 907,264 |
EBITDA | 3,879,847 |
| 893,268 |
| 328,940 |
| 1,688,860 |
| 136,033 |
| 423,613 |
| (3,879,847) |
| (536,214) |
| 2,934,500 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| 1Q23 (Restated) | ||||||||||||||||
| Reported segments |
| Reconciliation |
| |||||||||||||
| Raízen |
| Compass |
| Moove |
| Rumo |
| Radar |
| Cosan Corporate |
| Deconsolidation of Joint Ventures |
| Elimination Between Segments |
| Consolidated |
Result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue | 54,951,266 |
| 4,521,831 |
| 2,587,173 |
| 2,383,828 |
| 136,767 |
| 1,530 |
| (54,951,266) |
| (12,975) |
| 9,618,154 |
Cost of goods sold and services provided | (48,006,292) |
| (3,640,689) |
| (1,943,646) |
| (1,603,595) |
| — |
| (3,648) |
| 48,006,292 |
| 12,975 |
| (7,178,603) |
Gross profit | 6,944,974 |
| 881,142 |
| 643,527 |
| 780,233 |
| 136,767 |
| (2,118) |
| (6,944,974) |
| — |
| 2,439,551 |
Selling expenses | (1,262,510) |
| (38,906) |
| (291,721) |
| (8,550) |
| — |
| (556) |
| 1,262,510 |
| — |
| (339,733) |
General and administrative expenses | (842,304) |
| (137,830) |
| (137,650) |
| (102,921) |
| (17,965) |
| (94,158) |
| 842,304 |
| — |
| (490,524) |
Other income (expenses), net | 489,328 |
| (5,708) |
| (10,696) |
| 8,952 |
| (2,039) |
| 371,384 |
| (489,328) |
| — |
| 361,893 |
Equity in associates’ earnings | (33,814) |
| 52,135 |
| — |
| 829 |
| 21,039 |
| (783,334) |
| 33,814 |
| 762,295 |
| 52,964 |
Equity income in joint ventures | — |
| — |
| — |
| — |
| — |
| 1,130,415 |
| — |
| — |
| 1,130,415 |
Financial result | (1,363,440) |
| (465,489) |
| (80,073) |
| (607,400) |
| 6,202 |
| (1,622,354) |
| 1,363,440 |
| — |
| (2,769,114) |
Financial expenses | (1,357,398) |
| (759,587) |
| (76,806) |
| (944,378) |
| (1,695) |
| (2,472,794) |
| 1,357,398 |
| — |
| (4,255,260) |
Financial revenue | 182,864 |
| 199,856 |
| 22,684 |
| 296,768 |
| 7,897 |
| 73,457 |
| (182,864) |
| — |
| 600,662 |
Foreign exchange variation | 363,612 |
| 47,596 |
| (10,378) |
| 137,084 |
| — |
| 411,040 |
| (363,612) |
| — |
| 585,342 |
Derivatives | (552,518) |
| 46,646 |
| (15,573) |
| (96,874) |
| — |
| 365,943 |
| 552,518 |
| — |
| 300,142 |
Income tax and social contribution | (1,305,082) |
| (1,076,594) |
| (293,768) |
| (96) |
| (17,893) |
| 584,167 |
| 1,305,082 |
| — |
| (804,184) |
Income for the period | 2,627,152 |
| (791,250) |
| (170,381) |
| 71,047 |
| 126,111 |
| (416,554) |
| (2,627,152) |
| 762,295 |
| (418,732) |
Result attributed to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders | 2,559,212 |
| (714,126) |
| (119,249) |
| 22,287 |
| 48,793 |
| (904,131) |
| (2,559,212) |
| 762,295 |
| (904,131) |
Non-controlling shareholders | 67,940 |
| (77,124) |
| (51,132) |
| 48,760 |
| 77,318 |
| 487,577 |
| (67,940) |
| — |
| 485,399 |
| 2,627,152 |
| (791,250) |
| (170,381) |
| 71,047 |
| 126,111 |
| (416,554) |
| (2,627,152) |
| 762,295 |
| (418,732) |
Other selected information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 1,518,716 |
| 206,857 |
| 72,082 |
| 502,005 |
| 69 |
| 4,206 |
| (1,518,716) |
| — |
| 785,219 |
EBITDA | 6,814,390 |
| 957,690 |
| 275,542 |
| 1,180,548 |
| 137,871 |
| 625,839 |
| (6,814,390) |
| 762,295 |
| 3,939,785 |
Additions to fixed assets, intangible assets and contract assets | 4,137,774 |
| 527,029 |
| 34,073 |
| 927,860 |
| 11,836 |
| 7,335 |
| (4,137,774) |
| — |
| 1,508,133 |
EBITDA reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
Income for the period | 2,627,152 |
| (791,250) |
| (170,381) |
| 71,047 |
| 126,111 |
| (416,554) |
| (2,627,152) |
| 762,295 |
| (418,732) |
Income taxes and social contribution | 1,305,082 |
| 1,076,594 |
| 293,768 |
| 96 |
| 17,893 |
| (584,167) |
| (1,305,082) |
| — |
| 804,184 |
Financial result | 1,363,440 |
| 465,489 |
| 80,073 |
| 607,400 |
| (6,202) |
| 1,622,354 |
| (1,363,440) |
| — |
| 2,769,114 |
Depreciation and amortization | 1,518,716 |
| 206,857 |
| 72,082 |
| 502,005 |
| 69 |
| 4,206 |
| (1,518,716) |
| — |
| 785,219 |
EBITDA | 6,814,390 |
| 957,690 |
| 275,542 |
| 1,180,548 |
| 137,871 |
| 625,839 |
| (6,814,390) |
| 762,295 |
| 3,939,785 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| 03/31/2024 | ||||||||||||||||||||||||
| Reported segments |
| Reconciliation |
| |||||||||||||||||||||
| Raízen |
| Compass |
| Moove |
| Rumo |
| Radar |
| Cosan Corporate |
| Deconsolidation of Joint Ventures |
| Elimination Between Segments |
| Consolidated | ||||||||
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cash and cash equivalents | 14,819,906 |
| 6,509,018 |
| 649,871 |
| 7,534,862 |
| 78,416 |
| 1,626,254 |
| (14,819,906) |
| — |
| 16,398,421 | ||||||||
Marketable securities | 1,099,082 |
| 918,638 |
| 82,570 |
| 1,826,650 |
| 252,802 |
| 957,995 |
| (1,099,082) |
| — |
| 4,038,655 | ||||||||
Trade receivables | 10,316,918 |
| 1,773,050 |
| 1,288,170 |
| 695,974 |
| 261,331 |
| — |
| (10,316,918) |
| — |
| 4,018,525 | ||||||||
Derivative financial instruments - asse | 9,396,320 |
| 159,862 |
| — |
| 1,441,208 |
| — |
| 778,178 |
| (9,396,320) |
| — |
| 2,379,248 | ||||||||
Inventories | 11,687,738 |
| 284,506 |
| 1,384,155 |
| 276,390 |
| — |
| — |
| (11,687,738) |
| — |
| 1,945,051 | ||||||||
Sectorial financial assets | — |
| 627,106 |
| — |
| — |
| — |
| — |
| — |
| — |
| 627,106 | ||||||||
Other financial assets | 104,828 |
| 2,650 |
| 667 |
| — |
| — |
| — |
| (104,828) |
| — |
| 3,317 | ||||||||
Other current assets | 8,341,310 |
| 1,489,352 |
| 198,773 |
| 935,064 |
| 368,215 |
| 3,699,869 |
| (8,341,310) |
| (1,935,772) |
| 4,755,501 | ||||||||
Other non-current assets | 14,111,650 |
| 1,321,237 |
| 213,977 |
| 3,528,485 |
| 14,593 |
| 4,180,404 |
| (14,111,650) |
| (169,099) |
| 9,089,597 | ||||||||
Investments in associates | — |
| 1,654,565 |
| 1 |
| 299,392 |
| 88,245 |
| 32,203,839 |
| — |
| (16,790,503) |
| 17,455,539 | ||||||||
Investments in joint ventures | 1,317,514 |
| — |
| — |
| 47,729 |
| — |
| 11,227,899 |
| (1,317,514) |
| — |
| 11,275,628 | ||||||||
Biological assets | 4,185,032 |
| — |
| — |
| — |
| — |
| — |
| (4,185,032) |
| — |
| — | ||||||||
investment properties | — |
| — |
| — |
| — |
| 15,977,866 |
| — |
| — |
| — |
| 15,977,866 | ||||||||
Contract assets | 3,157,994 |
| 983,170 |
| 14,696 |
| — |
| — |
| — |
| (3,157,994) |
| — |
| 997,866 | ||||||||
Right-of-use assets | 10,266,842 |
| 1,565,788 |
| 201,441 |
| 7,592,354 |
| 3,252 |
| 20,701 |
| (10,266,842) |
| — |
| 9,383,536 | ||||||||
Fixed assets | 34,252,386 |
| 1,360,558 |
| 762,429 |
| 19,648,149 |
| 23 |
| 50,695 |
| (34,252,386) |
| — |
| 21,821,854 | ||||||||
Intangible assets | 9,723,090 |
| 13,434,104 |
| 2,739,124 |
| 6,629,215 |
| — |
| 7,549 |
| (9,723,090) |
| — |
| 22,809,992 | ||||||||
Loans, financing and debentures | (35,599,820) |
| (13,180,858) |
| (2,278,182) |
| (19,884,992) |
| — |
| (25,169,494) |
| 35,599,820 |
| — |
| (60,513,526) | ||||||||
Derivative financial instruments - liabilities | (6,923,226) |
| (247,463) |
| — |
| (1,380,248) |
| — |
| (1,244,157) |
| 6,923,226 |
| — |
| (2,871,868) | ||||||||
Suppliers | (24,026,268) |
| (1,370,962) |
| (1,531,310) |
| (962,613) |
| (69,512) |
| (2,443) |
| 24,026,268 |
| — |
| (3,936,840) | ||||||||
Employee benefits payables | (1,364,170) |
| (252,589) |
| (94,816) |
| (221,425) |
| — |
| (19,172) |
| 1,364,170 |
| — |
| (588,002) | ||||||||
Sectorial financial liabilities | — |
| (1,856,285) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,856,285) | ||||||||
Other current liabilities | (11,524,450) |
| (2,726,938) |
| (384,936) |
| (1,659,682) |
| (305,976) |
| (1,234,891) |
| 11,524,450 |
| 1,436,735 |
| (4,875,688) | ||||||||
Lease liabilities | (11,564,936) |
| (1,678,967) |
| (207,290) |
| (3,358,906) |
| (3,446) |
| (27,980) |
| 11,564,936 |
| — |
| (5,276,589) | ||||||||
Other non-current liabilities | (15,535,542) |
| (2,679,286) |
| (554,687) |
| (6,737,607) |
| (539,369) |
| (2,295,767) |
| 15,535,542 |
| 668,133 |
| (12,138,583) | ||||||||
Total assets (net of liabilities) allocated by segment | 26,242,198 |
| 8,090,256 |
| 2,484,653 |
| 16,249,999 |
| 16,126,440 |
| 24,759,479 |
| (26,242,198) |
| (16,790,506) |
| 50,920,321 | ||||||||
Total assets | 132,780,610 |
| 32,083,604 |
| 7,535,874 |
| 50,455,472 |
| 17,044,743 |
| 54,753,383 |
| (132,780,610) |
| (18,895,374) |
| 142,977,702 | ||||||||
Shareholders’ equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Controlling shareholders | 25,496,038 |
| 5,155,490 |
| 1,738,895 |
| 4,881,818 |
| 5,014,245 |
| 20,676,828 |
| (25,496,038) |
| (16,790,506) |
| 20,676,770 | ||||||||
Non-controlling shareholders | 746,160 |
| 2,934,766 |
| 745,758 |
| 11,368,181 |
| 11,112,195 |
| 4,082,651 |
| (746,160) |
| — |
| 30,243,551 | ||||||||
Total shareholders’ equity | 26,242,198 |
| 8,090,256 |
| 2,484,653 |
| 16,249,999 |
| 16,126,440 |
| 24,759,479 |
| (26,242,198) |
| (16,790,506) |
| 50,920,321 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| 12/31/2023 | ||||||||||||||||||||||||||
| Reported segments |
| Reconciliation |
|
| ||||||||||||||||||||||
| Raízen |
| Compass |
| Moove |
| Rumo |
| Radar |
| Cosan Corporate |
| Deconsolidation of Joint Ventures |
| Elimination Between Segments |
| Consolidated | ||||||||||
Balance sheet items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Cash and cash equivalents | 7,915,876 |
| 3,931,532 |
| 773,552 |
| 7,233,993 |
| 39,946 |
| 2,679,458 |
| (7,915,876) |
| — |
| 14,658,481 | ||||||||||
Marketable securities | 349,584 |
| 800,267 |
| 77,814 |
| 1,396,107 |
| 239,361 |
| 990,412 |
| (349,584) |
| — |
| 3,503,961 | ||||||||||
Trade receivables | 13,438,430 |
| 1,550,973 |
| 1,101,854 |
| 556,298 |
| 234,801 |
| 710 |
| (13,438,430) |
| — |
| 3,444,636 | ||||||||||
Derivative financial instruments - assets | 10,888,050 |
| 175,655 |
| — |
| 1,561,493 |
| — |
| 809,651 |
| (10,888,050) |
| — |
| 2,546,799 | ||||||||||
Inventories | 17,310,692 |
| 292,335 |
| 1,284,773 |
| 215,605 |
| — |
| 1 |
| (17,310,692) |
| — |
| 1,792,714 | ||||||||||
Sectorial financial assets | — |
| 548,700 |
| — |
| — |
| — |
| — |
| — |
| — |
| 548,700 | ||||||||||
Other financial assets | 103,774 |
| 2,423 |
| 690 |
| — |
| — |
| — |
| (103,774) |
| — |
| 3,113 | ||||||||||
Other current assets | 8,478,292 |
| 1,553,524 |
| 193,836 |
| 841,417 |
| 375,716 |
| 3,152,651 |
| (8,478,292) |
| (1,106,687) |
| 5,010,457 | ||||||||||
Other non-current assets | 13,957,596 |
| 1,166,991 |
| 209,823 |
| 3,528,375 |
| 14,378 |
| 3,832,013 |
| (13,957,596) |
| (180,880) |
| 8,570,700 | ||||||||||
Investments in associates | — |
| 1,630,124 |
| 2 |
| 312,302 |
| 88,656 |
| 32,792,891 |
| — |
| (17,212,606) |
| 17,611,369 | ||||||||||
Investments in joint ventures | 1,321,982 |
| — |
| — |
| 48,566 |
| — |
| 11,693,876 |
| (1,321,982) |
| — |
| 11,742,442 | ||||||||||
Biological assets | 3,818,316 |
| — |
| — |
| — |
| — |
| — |
| (3,818,316) |
| — |
| — | ||||||||||
investment properties | — |
| — |
| — |
| — |
| 15,976,126 |
| — |
| — |
| — |
| 15,976,126 | ||||||||||
Contract assets | 3,108,696 |
| 1,041,421 |
| 10,684 |
| — |
| — |
| — |
| (3,108,696) |
| — |
| 1,052,105 | ||||||||||
Right-of-use assets | 9,645,522 |
| 1,588,292 |
| 195,953 |
| 7,703,754 |
| 3,319 |
| 22,200 |
| (9,645,522) |
| — |
| 9,513,518 | ||||||||||
Fixed assets | 30,144,420 |
| 1,255,012 |
| 755,955 |
| 19,176,386 |
| 24 |
| 52,597 |
| (30,144,420) |
| — |
| 21,239,974 | ||||||||||
Intangible assets | 9,677,254 |
| 13,299,255 |
| 2,679,983 |
| 6,664,143 |
| — |
| 6,906 |
| (9,677,254) |
| — |
| 22,650,287 | ||||||||||
Loans, financing and debentures | (39,634,986) |
| (10,017,150) |
| (2,207,028) |
| (18,964,841) |
| — |
| (25,715,635) |
| 39,634,986 |
| — |
| (56,904,654) | ||||||||||
Derivative financial instruments - liabilities | (7,870,706) |
| (360,784) |
| (742) |
| (1,471,795) |
| — |
| (1,581,824) |
| 7,870,706 |
| — |
| (3,415,145) | ||||||||||
Suppliers | (20,150,654) |
| (1,534,041) |
| (1,494,568) |
| (1,084,931) |
| (68,422) |
| (2,563) |
| 20,150,654 |
| — |
| (4,184,525) | ||||||||||
Employee benefits payables | (966,452) |
| (301,560) |
| (147,313) |
| (318,550) |
| — |
| (61,906) |
| 966,452 |
| — |
| (829,329) | ||||||||||
Sectorial financial liabilities | — |
| (1,810,698) |
| — |
| — |
| — |
| — |
| — |
| — |
| (1,810,698) | ||||||||||
Other current liabilities | (10,642,734) |
| (1,703,128) |
| (336,080) |
| (1,583,216) |
| (182,298) |
| (1,239,688) |
| 10,642,734 |
| 571,201 |
| (4,473,209) | ||||||||||
Lease liabilities | (11,304,874) |
| (1,636,943) |
| (198,964) |
| (3,406,843) |
| (3,502) |
| (29,542) |
| 11,304,874 |
| — |
| (5,275,794) | ||||||||||
Other non-current liabilities | (12,284,662) |
| (2,678,578) |
| (580,103) |
| (6,537,271) |
| (543,490) |
| (2,367,850) |
| 12,284,662 |
| 716,444 |
| (11,990,848) | ||||||||||
Total assets (net of liabilities) allocated by segment | 27,303,416 |
| 8,793,622 |
| 2,320,121 |
| 15,870,992 |
| 16,174,615 |
| 25,034,358 |
| (27,303,416) |
| (17,212,528) |
| 50,981,180 | ||||||||||
Total assets | 130,158,484 |
| 28,836,504 |
| 7,284,919 |
| 49,238,439 |
| 16,972,327 |
| 56,033,366 |
| (130,158,484) |
| (18,500,173) |
| 139,865,382 | ||||||||||
Shareholders’ equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Controlling shareholders | 26,561,384 |
| 5,798,294 |
| 1,624,273 |
| 4,766,403 |
| 5,023,574 |
| 20,955,291 |
| (26,561,384) |
| (17,212,528) |
| 20,955,307 | ||||||||||
Non-controlling shareholders | 742,032 |
| 2,995,328 |
| 695,848 |
| 11,104,589 |
| 11,151,041 |
| 4,079,067 |
| (742,032) |
| — |
| 30,025,873 | ||||||||||
Total shareholders’ equity | 27,303,416 |
| 8,793,622 |
| 2,320,121 |
| 15,870,992 |
| 16,174,615 |
| 25,034,358 |
| (27,303,416) |
| (17,212,528) |
| 50,981,180 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
4.1 NET SALES BY SEGMENT
| 1Q24 |
| 1Q23 (Restated) |
Reported segment |
|
|
|
Raízen |
|
|
|
Ethanol | 5,609,583 |
| 6,549,693 |
Sugar | 7,761,595 |
| 5,966,227 |
Gasoline | 15,572,382 |
| 16,662,811 |
Diesel | 21,612,340 |
| 22,607,759 |
Cogeneration | 860,599 |
| 826,045 |
Other | 2,240,547 |
| 2,338,731 |
53,657,046 |
| 54,951,266 | |
Compass | |||
Natural gas distribution |
|
|
|
Industrial | 2,800,989 |
| 2,954,381 |
Residential | 458,892 |
| 505,187 |
Cogeneration | 138,037 |
| 211,866 |
Automotive | 120,383 |
| 161,844 |
Commercial | 193,291 |
| 194,505 |
Construction revenue | 320,030 |
| 302,908 |
Others | 103,546 |
| 191,140 |
| 4,135,168 |
| 4,521,831 |
Moove |
|
|
|
Finished product | 2,102,621 |
| 2,346,031 |
Base oil | 168,941 |
| 153,990 |
Services | 168,030 |
| 87,152 |
| 2,439,592 |
| 2,587,173 |
Rumo |
|
|
|
North operations | 2,434,633 |
| 1,824,670 |
South operations | 563,131 |
| 449,628 |
Container operations | 148,253 |
| 109,530 |
| 3,146,017 |
| 2,383,828 |
Radar |
|
|
|
Lease and sale of lands | 136,567 |
| 136,767 |
Reconciliation |
|
|
|
Cosan Corporate | 7 |
| 1,530 |
Deconsolidation of joint venture and eliminations | (53,672,341) |
| (54,964,241) |
Total | 9,842,056 |
| 9,618,154 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Financial assets and liabilities are stated as classified below:
|
|
| Parent Company |
| Consolidated | ||||
| Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Assets |
|
|
|
|
|
|
|
|
|
Fair value through financial result |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.2 |
| 589,998 |
| 1,667,155 |
| 2,876,869 |
| 3,298,142 |
Marketable securities | 5.3 |
| 366,700 |
| 705,777 |
| 4,038,655 |
| 3,503,961 |
Derivative financial instruments | 5.6 |
| 72,862 |
| 157,816 |
| 2,379,248 |
| 2,546,799 |
Other financial assets |
|
| — |
| — |
| 3,317 |
| 3,113 |
|
|
| 1,029,560 |
| 2,530,748 |
| 9,298,089 |
| 9,352,015 |
Amortized cost |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | 5.2 |
| 101,730 |
| 102,821 |
| 13,521,552 |
| 11,360,339 |
Trade receivables | 5.7 |
| — |
| — |
| 4,018,525 |
| 3,444,636 |
Restricted cash | 5.3 |
| 76,429 |
| 81,621 |
| 200,758 |
| 203,252 |
Receivables from related parties | 5.8 |
| 327,501 |
| 348,096 |
| 369,223 |
| 340,091 |
Sectorial financial assets | 5.10 |
| — |
| — |
| 627,106 |
| 548,700 |
Dividends and interest on equity receivable | 17 |
| 104,382 |
| 319,135 |
| 93,773 |
| 255,777 |
|
|
| 610,042 |
| 851,673 |
| 18,830,937 |
| 16,152,795 |
Total |
|
| 1,639,602 |
| 3,382,421 |
| 28,129,026 |
| 25,504,810 |
Liabilities |
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
| (16,768,963) |
| (13,496,324) |
| (36,931,836) |
| (33,952,162) |
Trade payables | 5.9 |
| (2,416) |
| (2,431) |
| (3,936,840) |
| (4,184,525) |
Consideration payable |
|
| — |
| — |
| (163,649) |
| (203,094) |
Other financial liabilities |
|
| — |
| — |
| (401,535) |
| (476,895) |
Leases | 5.5 |
| (27,980) |
| (29,543) |
| (5,276,589) |
| (5,275,794) |
Railroad concession payable | 13 |
| — |
| — |
| (3,669,445) |
| (3,565,373) |
Related parties payable | 5.8 |
| (6,728,407) |
| (6,648,867) |
| (498,792) |
| (323,238) |
Dividends payable | 17 |
| (276,065) |
| (276,065) |
| (678,548) |
| (549,054) |
Sectorial financial liabilities | 5.10 |
| — |
| — |
| (1,856,285) |
| (1,810,698) |
Installment of tax debts | 14 |
| (213,089) |
| (211,226) |
| (219,087) |
| (217,348) |
|
|
| (24,016,920) |
| (20,664,456) |
| (53,632,606) |
| (50,558,181) |
Fair value through financial result |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
| — |
| — |
| (23,581,690) |
| (22,952,492) |
Derivative financial instruments | 5.6 |
| (853,395) |
| (645,985) |
| (2,871,868) |
| (3,415,145) |
|
|
| (853,395) |
| (645,985) |
| (26,453,558) |
| (26,367,637) |
Total |
|
| (24,870,315) |
| (21,310,441) |
| (80,086,164) |
| (76,925,818) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Under the terms of the main loan lines, the Company and its subsidiaries are required to comply with the following financial clauses:
Company | Debt | Triggers | Ratios |
Cosan Corporate |
|
|
|
Cosan S.A. | * 1st issue debenture | Net debt (i) / EBITDA (ii) cannot exceed 4.0x | 2.64 |
Cosan Luxembourg S.A. | * Senior Notes 2027 | Proforma net debt (iv) / pro forma EBITDA (iv) cannot exceed 3.5x | 2.06 |
* Senior Notes 2029 | |||
* Senior Notes 2030 * Senior Notes 2031 | |||
Compass |
|
|
|
Comgás S.A. | * 4th issue debenture | Short-term debt / total debt (iii) cannot exceed 0.6x | 0.23 |
Comgás S.A. | * Debenture 4th to 10th issues | Net debt (i) / EBITDA (ii) cannot exceed 4.0x | 1.41 |
* BNDES | |||
* Resolution 4131 | |||
Sulgás | * BNDES | Net debt (i) / EBITDA (ii) cannot exceed 3.5x | (0.02) |
Short-term debt / Total debt (iii) cannot exceed 0.8x | 0.67 | ||
Necta | * 1th issue debenture | Net debt (i) / EBITDA (ii) cannot exceed 4.0x | 0.56 |
Moove |
|
|
|
MLH | *Syndicated Loan | Net debt (i) / EBITDA (ii) cannot exceed 3.5x at the end of each quarter | 1.23 |
ICSD (x) cannot be less than 2.5x at the end of each quarter | 5.58 | ||
Rumo |
|
|
|
Rumo S.A. | * Debenture (11th, 12th, 13th and 14th) (viii) | ICJ (ix) = EBITDA(ii) / Financial result(v) cannot be less than 2.0x | 4.28 |
* ECA | |||
Rumo S.A. | * NCE | Net debt (i) / EBITDA (ii) cannot exceed 3.5x | 1.69 |
* ECA | |||
Rumo Luxembourg S.à r.l. | * Senior Notes 2028(vi) | Net debt (i) / EBITDA (ii) cannot exceed 3.5x | 1.69 |
* Senior Notes 2032(vii) | |||
* Debentures (vii) | |||
Brado | * NCE | Net debt (i) / EBITDA (ii) cannot exceed 3.3x | 1.15 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
(i) | Net debt is composed of current and non-current debt, net cash and cash equivalents and marketable securities. |
(ii) | Corresponds to the EBITDA accumulated over the previous twelve months. |
(iii) | Total debt is the sum of current and non-current loans, financing and debentures, leasing, as well as current and non-current derivative financial instruments. |
(iv) | Net debt and proforma EBITDA, including joint venture financial information. Net Debt and proforma EBITDA are non-GAAP measures. Pro forma EBITDA corresponds to the accumulated period of the last 12 months. |
(v) | The financial result of net debt is represented by the cost of net debt. |
(vi) | Senior Notes due 2028 was the first Green issuance in the Latin American freight rail sector. The subsidiary Rumo is committed to using the resources to fully or partially finance ongoing and future projects that contribute to the promotion of a resource-efficient, low-carbon transport sector in Brazil. Eligible projects include "acquisition, replacement, and modernization of rolling stock," "Infrastructure for duplication of railway sections, new yards, and yard extensions," and "railway modernization." The subsidiary publishes an annual report detailing the progress of projects, which is available on the investor relations page. |
(vii) | Senior Notes due 2032 was an issue of Sustainability-Linked Bonds (SLBs), with the following sustainable targets: reduction of 17.6% by 2026 in greenhouse gas emissions per Ton per useful kilometer (“TKU”) with the base date of December 2020 as the starting point. The company is subject to a step-up of 25 basis points from July 2027 if it does not reach this target, which would increase the interest rate to 4.45% p.a. |
(viii) | The 11th, 12th and 13th issues debentures have a contractual leverage ratio limited to 3.0x. However, they have a prior consent (waiver) that allows the broadcaster to extrapolate this index up to the limit of 3.5x until December 31, 2027. |
(ix) | Interest Coverage Ratio (Índice de Cobertura de Juros) (“ICJ”). |
(x) | Debt Service Coverage Ratio (Índice de Cobertura do Serviço da Dívida) (“ICSD”). |
Other ESG (Environmental, Social, and Corporate Governance) commitments
The Senior Notes 2028 was the first Green issuance of the freight rail sector in Latin America. The subsidiary Rumo is committed to using the proceeds to fully or partially finance ongoing and future projects that contribute to the promotion of a low-carbon and resource-efficient transportation sector in Brazil. The eligible projects are distributed in the areas of "Acquisition, replacement and upgrading of rolling stock", "Infrastructure for duplication of railway sections, new yards and yard extensions", and "Modernization of the railway". The company annually issues a report demonstrating the progress of the projects, which can be accessed directly on the investor relations page. The latest document, issued in December 2023, demonstrated the total allocation of these resources.
The Senior Notes 2032 was issued in Sustainability-Linked Bonds (SLBs), with the following sustainable goals: a 17.6% reduction in tons of direct greenhouse gas emissions per useful kilometer (TKU) by 2026, compared to 2020. Rumo is subject to the step-up of 25 basis points from July 2027 if it does not reach this target, which would increase the interest rate to 4.45% p.a.
The 2nd Debenture of Malha Paulista is linked to the sustainable goal of reducing greenhouse gas emissions by TKU by 15% by 2023, starting with the base date of December 2019. The Company will benefit from step-down of 25 Basis points in each series if it reaches this goal, which would reduce the rate from 2024 to CDI + 1.54% in the 1st series and IPCA + 4.52% in the 2nd series.
As disclosed in note 25 of subsequent events, in April 2024 the fulfillment of the condition for the Step Down Fee was verified and the company will benefit from the next capitalization period.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The 17th Debenture of Rumo S.A. is linked to the sustainable goal of reducing (i) 17.6% of tons of direct greenhouse gas emissions per useful kilometer (TKU) by 2026; and (ii) 21.6% by 2030, based on 2020. Rumo is subject to the step-up of 25 basis points in the 1st series and 20 basis points in the 2nd series if the SKPI is not reached in 2026 and an increase of 5 basis points in the 2nd series if the SKPI is not reached in 2030.
As of March 31, 2024, the Company and its subsidiaries were complying with all financial and non-financial restrictive provisions.
The terms of the loans include provisions for cross-default.
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Cash and bank accounts | 441 |
| 251 |
| 404,292 |
| 209,479 |
Savings account | 101,059 |
| 102,400 |
| 446,540 |
| 431,011 |
Financial Investments | 590,228 |
| 1,667,325 |
| 15,547,489 |
| 14,017,991 |
| 691,728 |
| 1,769,976 |
| 16,398,421 |
| 14,658,481 |
Financial investments include the following:
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Bank investments |
|
|
|
|
|
|
|
Repurchase Agreements(i) | 467,347 |
| 1,667,155 |
| 2,509,992 |
| 3,259,210 |
Certificate of bank deposits - CDB | 122,651 |
| — |
| 304,249 |
| — |
Other investments | — |
| — |
| 62,628 |
| 38,932 |
| 589,998 |
| 1,667,155 |
| 2,876,869 |
| 3,298,142 |
Repurchase agreements | — |
| — |
| 325,078 |
| 616,633 |
Certificate of bank deposits - CDB | — |
| — |
| 12,096,631 |
| 9,807,983 |
Other | 230 |
| 170 |
| 248,911 |
| 295,233 |
| 230 |
| 170 |
| 12,670,620 |
| 10,719,849 |
| 590,228 |
| 1,667,325 |
| 15,547,489 |
| 14,017,991 |
(i) | The Parent company´s repo operations are allocated to the WG Fixed Income Private Credit Investment Fund ("WG"), which was constituted as an open condominium and is managed by Itaú Unibanco Asset Management Ltda. ("Itaú Asset"). The fund's portfolio is mainly composed of investments in government securities and repo operations backed by federal government securities. |
The Company's onshore financial investments bear interest at rates approximating 100% of the Brazilian interbank offered rate (Certificado de Depósito Interbancário, or "CDI") as of March 31, 2024 and December 31, 2023. Offshore financial investments are remunerated at rates around 100% of the Fed funds (Federal Reserve System). The sensitivity analysis of interest rate risks is in 5.12.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Marketable securities |
|
|
|
|
|
|
|
Government securities (i) | 366,700 |
| 705,777 |
| 3,575,654 |
| 3,107,813 |
Certificate of bank deposits | — |
| — |
| 362,923 |
| 300,142 |
ESG Funds | — |
| — |
| 100,078 |
| 96,006 |
| 366,700 |
| 705,777 |
| 4,038,655 |
| 3,503,961 |
Current | 366,700 |
| 705,777 |
| 3,938,577 |
| 3,407,955 |
Non-current | — |
| — |
| 100,078 |
| 96,006 |
Total | 366,700 |
| 705,777 |
| 4,038,655 |
| 3,503,961 |
Restricted cash |
|
|
|
|
|
|
|
Securities pledged as collateral | 76,429 |
| 81,621 |
| 200,758 |
| 203,252 |
| 76,429 |
| 81,621 |
| 200,758 |
| 203,252 |
Current | — |
| — |
| 8,101 |
| 7,860 |
Non-current | 76,429 |
| 81,621 |
| 192,657 |
| 195,392 |
Total | 76,429 |
| 81,621 |
| 200,758 |
| 203,252 |
(i) | The sovereign debt securities declared interest linked to the Special System of Liquidation and Custody (Sistema Especial de Liquidação e Custódia), or “SELIC”, with a yield of approximately 100% of the CDI. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Composition
|
| Interest |
|
|
| Parent Company |
|
|
|
| ||||
Description |
| Index |
| Interest Rate |
| Currency |
| 03/31/2024 |
| 12/31/2023 |
| Maturity |
| Objective |
No Warranty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
| CDI + 2.65% |
| 14.61% |
| Real |
| 1,165,900 |
| 1,208,141 |
| Aug-25 |
| Investments |
|
| CDI + 1.65% |
| 13.49% |
| Real |
| 757,429 |
| 784,475 |
| Aug-28 |
| Capital management |
|
| CDI + 1.50% |
| 13.32% |
| Real |
| 418,745 |
| 406,471 |
| May-28 |
| Capital management |
|
| CDI + 1.90% |
| 13.77% |
| Real |
| 1,152,769 |
| 1,117,966 |
| May-32 |
| Capital management |
|
| CDI + 2.00% |
| 13.88% |
| Real |
| 908,661 |
| 942,010 |
| Aug-31 |
| Capital management |
|
| CDI + 2.40% |
| 14.33% |
| Real |
| 1,053,984 |
| 1,020,673 |
| Apr-28 |
| Capital management |
|
| CDI + 2.40% |
| 14.33% |
| Real |
| 1,031,059 |
| 998,542 |
| Jun-28 |
| Capital management |
|
| CDI + 1.80% |
| 12.64% |
| Real |
| 1,299,788 |
| 1,260,684 |
| Jan-31 |
| Capital management |
|
| IPCA + 5.75% |
| 9.98% |
| Real |
| 413,906 |
| 412,478 |
| Aug-31 |
| Capital management |
|
| 8.02% + exchange rate variation (i) |
| 8.02% |
| Dollar |
| 1,528,501 |
| 1,451,867 |
| Sep-29 |
| Capital management |
|
| 7.52% base 360 |
| 7.52% |
| Dollar |
| 2,991,879 |
| 2,897,097 |
| Jun-30 |
| Capital management |
|
| CDI + 1.75% |
| 12.59% |
| Real |
| 564,723 |
| 547,755 |
| Dec-28 |
| Capital management |
|
| CDI + 1.80% |
| 12.64% |
| Real |
| 462,069 |
| 448,165 |
| Jan-31 |
| Capital management |
|
| Prefixed |
| 6,60% |
| Dollar |
| 3,019,550 |
| — |
| Jun-31 |
| Capital management |
Total |
|
|
|
|
|
|
| 16,768,963 |
| 13,496,324 |
|
|
|
|
Current |
|
|
|
|
|
|
| 928,541 |
| 800,987 |
|
|
|
|
Non-current |
|
|
|
|
|
|
| 15,840,422 |
| 12,695,337 |
|
|
|
|
(i) | The operation has an interest rate for the first interest flow of 16.04% p.a., while for the other flows it will be 8.02% p.a. |
29 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
|
| Interest |
| Consolidated |
|
|
|
|
|
| ||||||
Description |
| Index |
| Currency |
| Annual interest rate |
| 03/31/2024 |
| 12/31/2022 |
| Maturity |
| Objective |
| Segments |
With guarantee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution 4,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Prefixed |
| Euro |
| 3.20% |
| — |
| 860,658 |
| Oct-25 |
| Investments |
| Cosan Corporate |
|
| Prefixed |
| Yen |
| 0.25% |
| — |
| 602,487 |
| Oct-25 |
| Investments |
| Cosan Corporate |
|
| Prefixed |
| Euro |
| 3.40% |
| 347,262 |
| 1,954,022 |
| Oct-26 |
| Investments |
| Cosan Corporate |
|
| Prefixed |
| Yen |
| 0.25% |
| 286,936 |
| 1,135,226 |
| Oct-26 |
| Investments |
| Cosan Corporate |
|
| Prefixed |
| Euro |
| 3.56% |
| 826,641 |
| 812,496 |
| Oct-27 |
| Investments |
| Cosan Corporate |
|
| Prefixed |
| Yen |
| 0.25% |
| 454,600 |
| 470,951 |
| Oct-27 |
| Investments |
| Cosan Corporate |
BNDES |
| URTJLP |
| Real |
| 8.56% |
| 2,102,120 |
| 2,210,390 |
| Jul-31 |
| Investments |
| Rumo |
|
| Prefixed |
| Real |
| 6.00% |
| 96,198 |
| 128,494 |
| Dec-24 |
| Investments |
| Rumo |
|
| Prefixed |
| Real |
| 3.50% |
| — |
| 29 |
| Jan-24 |
| Investments |
| Rumo |
|
| IPCA + 5.74% |
| Real |
| 9.97% |
| 299,835 |
| 295,058 |
| Dec-36 |
| Investments |
| Compass |
|
| IPCA + 6.01% |
| Real |
| 10.25% |
| 309,047 |
| 304,276 |
| Dec-36 |
| Investments |
| Compass |
|
| 99.98% CDI |
| Real |
| 7.38% |
| 1,493,533 |
| 1,547,664 |
| Jun-34 |
| Investments |
| Compass |
|
| IPCA + 4.10% |
| Real |
| 8.26% |
| 107,173 |
| 112,946 |
| Apr-29 |
| Investments |
| Compass |
|
| IPCA + 5.74% |
| Real |
| 9.97% |
| 592,446 |
| 598,752 |
| Dec-36 |
| Investments |
| Compass |
Export credit note |
| CDI + 2.25% |
| Real |
| 13.45% |
| 62,685 |
| 78,965 |
| Feb-26 |
| Capital management |
| Rumo |
|
| CDI + 2.25% |
| Real |
| 13.65% |
| 70,986 |
| 60,774 |
| May-26 |
| Capital management |
| Rumo |
|
| CDI + 2.20% |
| Real |
| 13.60% |
| 30,268 |
| 30,252 |
| Mar-26 |
| Capital management |
| Rumo |
|
| CDI + 2.07% |
| Real |
| 13.45% |
| 50,367 |
| 52,101 |
| Mar-25 |
| Capital management |
| Rumo |
|
| SOFR + 1.30% |
| Dollar |
| 6.61% |
| 510,613 |
| 487,544 |
| Jan-25 |
| Capital management |
| Rumo |
Bank credit note |
| IPCA |
| Real |
| 4.98% |
| 931,542 |
| 954,205 |
| Jan-48 |
| Investments |
| Rumo |
Debentures |
| CDI + 1.79% |
| Real |
| 12.63% |
| 776,538 |
| 753,435 |
| Jun-27 |
| Investments |
| Rumo |
|
| CDI + 1.30% |
| Real |
| 12.09% |
| 782,735 |
| 759,390 |
| Oct-27 |
| Investments |
| Rumo |
|
| IPCA + 4.77% |
| Real |
| 8.96% |
| 775,671 |
| 773,556 |
| Jun-31 |
| Investments |
| Rumo |
|
| IPCA + 5.80% |
| Real |
| 10.03% |
| 621,527 |
| — |
| Mar-34 |
| Capital management |
| Rumo |
|
| IPCA + 5.93% |
| Real |
| 10.17% |
| 507,273 |
| — |
| Mar-39 |
| Capital management |
| Rumo |
30 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
|
| Interest |
| Consolidated |
|
|
|
|
|
| ||||||
Description |
| Index |
| Currency |
| Annual interest rate |
| 03/31/2024 |
| 12/31/2022 |
| Maturity |
| Objective |
| Segments |
Export Credit Agency (“ECA”) |
| Euribor + 0.58% |
| Euro |
| 4.49% |
| 40,499 |
| 48,849 |
| Sep-26 |
| Investments |
| Rumo |
|
| IPCA + 4.10% |
| Real |
| 9.74% |
| 142,166 |
| 140,016 |
| Jan-30 |
| Investments |
| Compass |
|
|
|
|
|
|
|
| 12,218,661 |
| 15,172,536 |
|
|
|
|
|
|
No Warranty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution 4131 |
| Prefixed |
| Dollar |
| 5.50% |
| 33,396 |
| 31,920 |
| Mar-25 |
| Investments |
| Moove |
|
| Prefixed |
| Dollar |
| 2.13% |
| 972,111 |
| 943,486 |
| Feb-25 |
| Capital management |
| Compass |
|
| Prefixed |
| Dollar |
| 4.04% |
| 758,363 |
| 734,191 |
| May-26 |
| Capital management |
| Compass |
|
| Prefixed |
| Dollar |
| 1.36% |
| — |
| 362,774 |
| Feb-24 |
| Capital management |
| Compass |
|
| Prefixed |
| Dollar |
| 4.88% |
| 423,393 |
| — |
| Mar-25 |
| Capital management |
| Compass |
Perpetual Notes |
| Prefixed |
| Dollar |
| 8.25% |
| 2,529,586 |
| 2,451,160 |
| Nov-40 |
| Acquisition |
| Cosan Corporate |
Senior Notes Due 2027 |
| Prefixed |
| Dollar |
| 7,00% |
| 2,013,773 |
| 2,016,330 |
| Jan-27 |
| Acquisition |
| Cosan Corporate |
Senior Notes Due 2028 |
| Prefixed |
| Dollar |
| 5.25% |
| 2,185,044 |
| 2,178,449 |
| Jan-28 |
| Investments |
| Rumo |
Senior Notes Due 2029 |
| Prefixed |
| Dollar |
| 5.50% |
| 3,688,849 |
| 3,622,922 |
| Sep-29 |
| Acquisition |
| Cosan Corporate |
Senior Notes Due 2030 |
| Prefixed |
| Dollar |
| 7.50% |
| 2,779,022 |
| 2,642,023 |
| Jun-30 |
| Capital management |
| Cosan Corporate |
Senior Notes Due 2031 |
| Prefixed |
| Dollar |
| 7.25% |
| 3,013,789 |
| — |
| Jun-31 |
| Capital management |
| Cosan Corporate |
Senior Notes Due 2032 |
| Prefixed |
| Dollar |
| 4.20% |
| 2,047,223 |
| 2,066,885 |
| Jan-32 |
| Acquisition |
| Rumo |
Debentures |
| IPCA + 4.68% |
| Real |
| 8.87% |
| 316,590 |
| 396,201 |
| Feb-26 |
| Investments |
| Rumo |
|
| IPCA + 4.50% |
| Real |
| 8.68% |
| 1,591,198 |
| 1,596,910 |
| Jun-31 |
| Investments |
| Rumo |
|
| IPCA + 3.60% |
| Real |
| 7.74% |
| 415,282 |
| 413,881 |
| Dec-30 |
| Investments |
| Rumo |
|
| CDI + 2.65% |
| Real |
| 13.58% |
| 1,165,900 |
| 1,208,141 |
| Aug-25 |
| Investments |
| Cosan Corporate |
|
| IPCA + 6.80% |
| Real |
| 11.07% |
| 1,014,191 |
| 1,004,762 |
| Apr-30 |
| Investments |
| Rumo |
|
| IPCA + 3.90% |
| Real |
| 8.06% |
| 1,124,435 |
| 1,113,820 |
| Oct-29 |
| Investments |
| Rumo |
|
| IPCA + 5.73% |
| Real |
| 9.96% |
| 548,152 |
| 551,709 |
| Oct-33 |
| Investments |
| Rumo |
|
| IPCA + 4.00% |
| Real |
| 8.16% |
| 1,071,208 |
| 1,077,141 |
| Dec-35 |
| Investments |
| Rumo |
|
| IPCA + 4.54% |
| Real |
| 8.72% |
| 249,792 |
| 254,232 |
| Jun-36 |
| Investments |
| Rumo |
|
| IPCA + 5.99% |
| Real |
| 10.23% |
| 474,959 |
| 470,177 |
| Jun-32 |
| Investments |
| Rumo |
|
| IPCA + 5.76% |
| Real |
| 9,99% |
| 740,692 |
| 753,439 |
| Aug-29 |
| Investments |
| Rumo |
31 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
|
| Interest |
| Consolidated |
|
|
|
|
|
| ||||||
Description |
| Index |
| Currency |
| Annual interest rate |
| 03/31/2024 |
| 12/31/2022 |
| Maturity |
| Objective |
| Segments |
|
| IPCA + 6.18% |
| Real |
| 10,43% |
| 747,205 |
| 749,252 |
| May-33 |
| Investments |
| Rumo |
|
| IPCA + 4.33% |
| Real |
| 8.50% |
| 568,742 |
| 554,147 |
| Oct-24 |
| Investments |
| Compass |
|
| IGPM + 6.10% |
| Real |
| 6.10% |
| 363,848 |
| 359,639 |
| May-28 |
| Investments |
| Compass |
|
| CDI + 1.90% |
| Real |
| 12.75% |
| 1,152,769 |
| 1,117,966 |
| May-32 |
| Investments |
| Cosan Corporate |
|
| CDI + 1.50% |
| Real |
| 12.31% |
| 418,745 |
| 406,471 |
| May-28 |
| Investments |
| Cosan Corporate |
|
| CDI + 1.95% |
| Real |
| 12.81% |
| 710,069 |
| 735,565 |
| Aug-24 |
| Investments |
| Compass |
|
| CDI + 1.45% |
| Real |
| 12.25% |
| 411,501 |
| 399,457 |
| Dec-26 |
| Investments |
| Compass |
|
| CDI + 1.55% |
| Real |
| 12.37% |
| 1,817,474 |
| 1,764,022 |
| Nov-30 |
| Investments |
| Compass |
|
| CDI + 1.55% |
| Real |
| 12.20% |
| 70,866 |
| — |
| Jan-27 |
| Investments |
| Compass |
|
| CDI + 1.08% |
| Real |
| 11.85% |
| 1,500,708 |
| — |
| Mar-29 |
| Investments |
| Compass |
|
| 109.20% CDI |
| Real |
| 9;32% |
| 538,123 |
| 550,342 |
| Aug-31 |
| Investments |
| Compass |
|
| 100.00% CDI + 0.80% |
| Real |
| 11.54% |
| 1,504,806 |
| — |
| Mar-29 |
| Investments |
| Compass |
|
| IPCA + 7.36% |
| Real |
| 11.65% |
| 83,278 |
| 80,960 |
| Dec-25 |
| Investments |
| Compass |
|
| 111.60% CDI |
| Real |
| 9.43% |
| 513,377 |
| 533,854 |
| Aug-36 |
| Investments |
| Compass |
|
| CDI + 1.65% |
| Real |
| 12.48% |
| 757,429 |
| 784,475 |
| Aug-28 |
| Capital management |
| Cosan Corporate |
|
| CDI + 2.40% |
| Real |
| 13.31% |
| 1,053,984 |
| 1,020,673 |
| Apr-28 |
| Capital management |
| Cosan Corporate |
|
| CDI + 2.40% |
| Real |
| 13.31% |
| 1,031,060 |
| 998,542 |
| Jun-28 |
| Capital management |
| Cosan Corporate |
|
| CDI + 2.00% |
| Real |
| 12.86% |
| 908,661 |
| 942,011 |
| Aug-31 |
| Capital management |
| Cosan Corporate |
|
| CDI + 1.80% |
| Real |
| 12.64% |
| 1,299,788 |
| 1,260,684 |
| Jan-31 |
| Capital management |
| Cosan Corporate |
|
| IPCA + 5.75% |
| Real |
| 9.98% |
| 413,906 |
| 412,478 |
| Aug-31 |
| Capital management |
| Cosan Corporate |
|
| SOFR + 1.50% |
| Dollar |
| 1.50% |
| 2,244,786 |
| 2,175,107 |
| May-27 |
| Acquisition |
| Moove |
|
| CDI + 1.75% |
| Real |
| 12.59% |
| 564,723 |
| 547,755 |
| Dec-28 |
| Capital management |
| Cosan Corporate |
|
| CDI + 1.80% |
| Real |
| 12.64% |
| 462,069 |
| 448,165 |
| Jan-31 |
| Capital management |
| Cosan Corporate |
|
|
|
|
|
|
|
| 48,294,865 |
| 41,732,118 |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
| 60,513,526 |
| 56,904,654 |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
| 6,312,808 |
| 4,882,398 |
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
| 54,200,718 |
| 52,022,256 |
|
|
|
|
|
|
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
For debts linked to derivatives, the effective rates are shown in the explanatory note 5.6.
To calculate the average rates, on an annual basis, the average annual CDI rate of 10.65% p.a. was considered. (11.65% p.a. on December 31, 2023) and TJLP of 6,53% p.a. (6.55% p.a. on December 31, 2023).
All debts with maturity dates denominate in foreign currency are hedged against foreign exchange risk through derivatives (note 5.6), except for perpetual notes.
Loans, financing and debentures that are classified as non-current have the following maturities:
|
| Parent Company |
| Consolidated | ||||
|
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
1 to 2 years |
| 570,172 |
| 569,067 |
| 2,317,630 |
| 4,800,498 |
2 to 3 years |
| — |
| — |
| 5,794,776 |
| 6,255,752 |
3 to 4 years |
| 360,049 |
| 360,698 |
| 7,129,445 |
| 6,626,698 |
4 to 5 years |
| 3,320,083 |
| 3,319,442 |
| 8,407,825 |
| 7,554,468 |
5 to 6 years |
| 4,272,033 |
| 3,327,245 |
| 8,884,701 |
| 8,143,128 |
6 to 7 years |
| 3,150,490 |
| 3,101,714 |
| 6,844,847 |
| 6,777,099 |
7 to 8 years |
| 3,800,964 |
| 1,650,648 |
| 6,748,656 |
| 2,599,593 |
Over 8 years |
| 366,631 |
| 366,523 |
| 8,072,838 |
| 9,265,020 |
|
| 15,840,422 |
| 12,695,337 |
| 54,200,718 |
| 52,022,256 |
b) Movement
|
| Parent Company |
| Consolidated |
Balance as of January 1, 2024 |
| 13,496,324 |
| 56,904,654 |
Funding |
| 2,980,221 |
| 7,577,959 |
Amortization of principal |
| — |
| (4,418,898) |
Interest payment |
| (262,844) |
| (1,007,511) |
Payment of interest on work in progress |
| — |
| (68,486) |
Interest, foreign exchange variation and fair value |
| 555,262 |
| 1,525,808 |
Balance as of March 31, 2024 |
| 16,768,963 |
| 60,513,526 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
c) Guarantees
The subsidiary Rumo has entered into financing contracts with development banks, intended for investments with a bank guarantee, according to each contract, with an average cost of 0.70% p.a. or by real guarantees (assets) and escrow account. As of March 31, 2024, the balance of bank guarantees contracted was R$2,988,559 (R$3,120,034 as of December 31, 2023).
The subsidiary MLH has a bank guarantee for a loan from Cosan Lubrificantes S.R.L. (“Moove Argentina”), with an average annual cost of 0.18%, and guarantee with top-tier banks for payment to third parties, with an average annual cost of 3.90%. On March 31, 2024, the balance of contracted guarantees was R$33,056 (R$ 31,931 on December 31, 2023).
The subsidiary Cosan Oito has loans in foreign currency (Resolution 4,131) with top banking institutions, which are guaranteed by 100% of the Vale shares that are in the Collar structure.
The Compass subsidiary has a bank guarantee.
d) Available credit line
As of March 31, 2024, the Company had credit lines with banks rated AA, which were not used, in the amount of R$2,103,227 (R$2,102,756 as of December 31, 2023). The use of these lines of credit is subject to certain contractual conditions.
e) Offset of assets and liabilities
SENIOR NOTES INTERNALIZATION 2031
On February 16, 2024, the Company interned the remaining funds from the 2031 senior notes, through the issuance of Loan 4131 by Cosan S.A., referenced in U.S. dollars in the amount of equivalent to US$600,000 thousand, equivalent to R$2,982,600, with an annual coupon of 6.6% p.a. for the first four semesters and interest payments of 7.25% p.a. for the others. On the other hand, Cosan Luxembourg contracted a Time Deposit ("TD") with the same amount and counterparty in US dollars, with a frequency of semi-annual payments and an annual remuneration of 7.25% p.a., which has as its underlying asset the issuance of Loan 4131.
|
| Compensation Debenture and TRS | ||||
|
| Gross value |
| Compensated amount |
| Net value |
TRS (Notional) |
| 4,486,588 |
| (4,486,588) |
| — |
TRS (Interest) |
| 38,253 |
| (38,253) |
| — |
|
| 4,524,841 |
| (4,524,841) |
| — |
Debentures principal and exchange rate variation) (i) |
| (4,486,588) |
| 4,486,588 |
| — |
Debentures (interest) |
| (38,253) |
| 38,253 |
| — |
|
| (4,524,841) |
| 4,524,841 |
| — |
(i) | The amounts are equivalent to US$898,000 thousand, with the PTAX conversion rate of March 29,2023 being R$4.9962. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
|
| Compensation Loan 4131 and Time depot | ||||
|
| Gross value |
| Compensated amount |
| Net value |
TRS (Notional) |
| 2,997,720 |
| (2,997,720) |
| — |
TRS (Interest) |
| 24,182 |
| (24,182) |
| — |
|
| 3,021,902 |
| (3,021,902) |
| — |
Loan (principal and exchange rate variation) (i) |
| (2,997,720) |
| 2,997,720 |
| — |
Loan (interest) |
| (24,182) |
| 24,182 |
| — |
|
| (3,021,902) |
| 3,021,902 |
| — |
(i) | The amounts are equivalent to US$600,000 thousand, with the PTAX conversion rate of March 29,2023 being R$4.9962. |
Since the Company has the legally enforceable right to offset the amounts and intends to settle them simultaneously, for consolidation purposes, the Company offset the assets related to the TRS contract with the debt liabilities arising from the debentures and the Time Deposit with the Loans 4131, presenting them at net value, as well as their respective impacts on the income statement. Thus, no sensitivity analysis is carried out as both transactions do not pose a risk to the Company.
f) Fair value and exposure to financial risk
The fair value of loans is determined by discounting future cash flows at their implied discount rate. Due to the use of unobservable inputs, including own credit risk, they are classified as fair value at level 2 of the hierarchy (Note 5.11).
Details of the Company's exposure to risks arising from loans are shown in Note 5.12.
| Parent Company |
| Consolidated |
Balance as of January 1, 2024 | 29,543 |
| 5,275,794 |
Additions | — |
| 17,240 |
Write-offs | — |
| (2,537) |
Settlement interest and foreign exchange variation | 823 |
| 196,538 |
Repayment of principal | (1,558) |
| (120,611) |
Payment of interest | (828) |
| (87,946) |
Contractual adjustment | — |
| (1,889) |
At March 31, 2024 | 27,980 |
| 5,276,589 |
Current | 8,947 |
| 737,232 |
Non-current | 19,033 |
| 4,539,357 |
| 27,980 |
| 5,276,589 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The lease agreements have different terms, with the last due date occurring in December 2058. The amounts are updated annually by inflation indexes (such as IGPM and IPCA) or may incur interest calculated based on the TJLP or CDI and some of the contracts have renewal or purchase options that were considered in determining the term and classification as finance lease.
In addition to the amortization and appropriation of interest and exchange variation highlighted in the previous tables, the following impacts on income were recorded for the other lease contracts that were not included in the measurement of lease liabilities.
| 1Q24 |
| 1Q23 |
Variable lease payments not included in the recognition of lease obligations | 11,996 |
| 11,063 |
Expenses related to short-term leases | 7,693 |
| 2,145 |
Low asset leasing costs, excluding short-term leases | 2,553 |
| 354 |
| 22,242 |
| 13,562 |
The lease balances recorded by the Company include the contract for the indirect subsidiary Rumo Malha Central and the amendment to renew the contract for the indirect subsidiary Rumo Malha Paulista, which have an identified implicit rate and are, therefore, readily determinable in such cases. In other words, in these cases the valuation does not generate the distortions in the liabilities and right of use object of CVM Circular Letter 2/2019. This particularity of the Company means that the effects on the balances (of lease liabilities, right of use, financial expenses and depreciation expenses) if the measurement were made by the present value of the expected installments plus projected future inflation, would not are relevant to influence users' decisions and, consequently, to be presented in the financial statements.
The Company recorded lease liabilities at the present value of the installments due, that is, including any tax credits to which it will be entitled at the time of payment of the leases. The potential PIS/COFINS credit included in liabilities on March 31, 2024 is R$29,766 (R$32,244 on December 31, 2023).
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The Company uses swap instruments, whose fair value is determined from discounted cash flows discounted cash flows based on market curves, to hedge the exposure to foreign exchange risk and exposure to foreign exchange risk and interest and inflation risk. The consolidated data are presented below:
| Parent Company |
| Consolidated | ||||||||||||
| Notional |
| Fair value |
| Notional |
| Fair value | ||||||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Exchange rate derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward agreements | — |
| — |
| — |
| — |
| 11,874 |
| 6,716 |
| 54 |
| (147) |
FX option agreements | — |
| — |
| — |
| — |
| 374,715 |
| 363,098 |
| 22,426 |
| 30,677 |
| — |
| — |
| — |
| — |
| 386,589 |
| 369,814 |
| 22,480 |
| 30,530 |
Commodity derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward agreements | — |
| — |
| — |
| — |
| 16,807 |
| 28,494 |
| (4,022) |
| 4,333 |
| — |
| — |
| — |
| — |
| 16,807 |
| 28,494 |
| (4,022) |
| 4,333 |
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (interest rate) | 2,495,244 |
| 7,038,443 |
| 12,951 |
| (9,945) |
| 2,495,244 |
| 7,209,400 |
| 12,951 |
| (10,686) |
Swap agreements (interest and FX) | 12,585,010 |
| 10,434,580 |
| (454,218) |
| (562,802) |
| 20,423,658 |
| 18,260,969 |
| (1,128,364) |
| (1,546,736) |
Forward agreements (interest and FX) | 328,952 |
| 126,472 |
| (661) |
| (3,720) |
| 3,236,391 |
| 8,985,594 |
| (391,423) |
| (939,559) |
Swap agreements (interest and inflation) | — |
| — |
| — |
| — |
| 14,400,241 |
| 14,307,844 |
| 629,045 |
| 853,639 |
| 15,409,206 |
| 17,599,495 |
| (441,928) |
| (576,467) |
| 40,555,534 |
| 48,763,807 |
| (877,791) |
| (1,643,342) |
Share price risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements - (TRS) | 2,076,288 |
| 1,775,341 |
| (338,605) |
| 88,298 |
| 2,076,288 |
| 1,775,341 |
| (338,605) |
| 88,297 |
Call Spread | — |
| — |
| — |
| — |
| 5,594,212 |
| 5,594,212 |
| (842,687) |
| 366,296 |
Collar (Vale Shares) | — |
| — |
| — |
| — |
| 8,128,132 |
| 13,114,720 |
| 1,548,005 |
| 285,540 |
| 2,076,288 |
| 1,775,341 |
| (338,605) |
| 88,298 |
| 15,798,632 |
| 20,484,273 |
| 366,713 |
| 740,133 |
Total financial instruments |
| (780,533) |
| (488,169) |
|
|
|
|
| (492,620) |
| (868,346) | |||
Current assets |
|
|
|
| — |
| 54,935 |
|
|
|
|
| 454,210 |
| 202,399 |
Non-current assets |
|
|
|
| 72,862 |
| 102,881 |
|
|
|
|
| 1,925,038 |
| 2,344,400 |
Current liabilities |
|
|
|
| (550,613) |
| (364,747) |
|
|
|
|
| (1,444,549) |
| (1,250,520) |
Non-current liabilities |
|
|
|
| (302,782) |
| (281,238) |
|
|
|
|
| (1,427,319) |
| (2,164,625) |
Total |
|
|
|
| (780,533) |
| (488,169) |
|
|
|
|
| (492,620) |
| (868,346) |
Below, we demonstrate the opening value of derivative debt and non-debt derivative financial instruments:
|
|
| Parent company |
| Consolidated | ||||
| Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Derivative financial instruments | 5.12 |
| (441,928) |
| (576,467) |
| (172,473) |
| (990,764) |
Non-derivative financial instruments |
|
| (338,605) |
| 88,298 |
| (320,147) |
| 122,418 |
|
|
| (780,533) |
| (488,169) |
| (492,620) |
| (868,346) |
Derivatives are only used for economic hedging purposes and not as speculative investments.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
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:
|
|
| Registered value |
| Accumulated fair value adjustment | ||||
| Notional |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 03/31/2023 |
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
Senior notes 2028 (Rumo Luxembourg) | (2,791,600) |
| (2,185,044) |
| (2,178,449) |
| (41,193) |
| 38,334 |
Senior notes 2032 (Rumo Luxembourg) | (2,259,375) |
| (2,047,223) |
| (2,066,885) |
| (73,182) |
| 26,011 |
NCE USD (Rumo Malha Norte) | (483,400) |
| (510,613) |
| (487,544) |
| (835) |
| — |
Total debt | (5,534,375) |
| (4,742,880) |
| (4,732,878) |
| (115,210) |
| 64,345 |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
Swaps Senior Notes 2028 (Rumo Luxembourg) | 2,791,600 |
| (358,729) |
| (460,939) |
| (102,211) |
| (36,592) |
Swaps Senior Notes 2032 (Rumo Luxembourg) | 2,259,375 |
| (174,031) |
| (239,630) |
| (65,599) |
| (14,159) |
Swap exchange rate and interest (Rumo Malha Norte) | 483,400 |
| 14,563 |
| 5,293 |
| (9,270) |
| — |
Total derivatives | 5,534,375 |
| (518,197) |
| (695,276) |
| (177,080) |
| (50,751) |
Total | — |
| (5,261,077) |
| (5,428,154) |
| (292,290) |
| 13,594 |
|
|
| Registered value |
| Accumulated fair value adjustment | ||||
| Notional |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 03/31/2023 |
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
BNDES Project VIII (Comgás) | (854,166) |
| (774,934) |
| (803,990) |
| 65,893 |
| 24,561 |
Debenture (Rumo) | (8,685,276) |
| (9,104,852) |
| (7,973,671) |
| (254,368) |
| 60,909 |
Finem (Rumo) | (25,081) |
| (37,273) |
| (36,301) |
| (314) |
| 397 |
CCB (Rumo) | (967,223) |
| (931,542) |
| (954,205) |
| (17,430) |
| 9,419 |
Total debt | (10,531,746) |
| (10,848,601) |
| (9,768,167) |
| (206,219) |
| 95,286 |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
BNDES Project VIII (Comgás) | 854,166 |
| (64,878) |
| (56,085) |
| (13,875) |
| 9,156 |
Swaps Debenture (Rumo) | 8,685,276 |
| 366,131 |
| 559,964 |
| 193,835 |
| (78,573) |
Finem (Rumo) | 25,081 |
| 1,629 |
| 1,600 |
| (29) |
| (898) |
CCB (Rumo) | 967,223 |
| (29,910) |
| (15,221) |
| 14,689 |
| (13,157) |
Derivative total | 10,531,746 |
| 272,972 |
| 490,258 |
| 194,620 |
| (83,472) |
Total | — |
| (10,575,629) |
| (9,277,909) |
| (11,599) |
| 11,814 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
b) Fair value option
Certain derivative instruments were not designated 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:
|
|
|
|
| Registered Value |
| Accumulated fair value | ||||
|
|
| Notional |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 03/31/2023 |
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 (Cosan Luxembourg) | USD+7.0% |
| (1,958,510) |
| (2,013,773) |
| (2,016,330) |
| (1,154,697) |
| 288,554 |
Export Credit Agreement (Rumo) | EUR + 0.58% |
| (31,711) |
| (40,499) |
| (48,849) |
| (208) |
| (1,344) |
Resolution 4,131 (Comgás - 2021) | USD + 1.60% |
| — |
| — |
| (362,774) |
| — |
| 16,306 |
Resolution 4,131 (Comgás - 2022) | USD + 2.51% |
| (1,097,400) |
| (972,111) |
| (943,486) |
| 30,386 |
| 55,274 |
Resolution 4,131 (Comgás - 2022) | USD + 4.76% |
| (749,310) |
| (758,363) |
| (734,191) |
| 1,332 |
| — |
Total |
|
| (3,836,931) |
| (3,784,746) |
| (4,105,630) |
| (1,123,187) |
| 358,790 |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2027 (Cosan Luxembourg) | 126.85% CDI | 1,958,510 |
| (30,823) |
| (46,214) |
| 1,207,013 |
| (32,123) | |
Inflation and interest rate swaps (Rumo) | 108% CDI |
| 31,711 |
| 8,574 |
| 9,316 |
| 742 |
| 2,167 |
Resolution 4,131 (Comgás - 2021) | CDI + 1.25% |
| — |
| — |
| (63,184) |
| 3,269 |
| (24,142) |
Resolution 4,131 (Comgás - 2022) | CDI + 1.20% |
| 1,097,400 |
| (143,787) |
| (212,180) |
| 8,844 |
| (63,378) |
Resolution 4,131 (Comgás - 2023) | CDI + 1.30% |
| 749,310 |
| (20,735) |
| (22,611) |
| 1,876 |
| — |
Total derivatives |
|
| 3,836,931 |
| (186,771) |
| (334,873) |
| 1,221,744 |
| (117,476) |
Total |
|
| — |
| (3,971,517) |
| (4,440,503) |
| 98,557 |
| 241,314 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
|
|
|
|
| Registered Value |
| Accumulated fair value adjustment | ||||
|
|
| Notional |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 03/31/2023 |
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
Debenture 4th issue - 3rd series (Comgás) (Comgás) | IPCA + 7.36% |
| (76,545) |
| (83,278) |
| (80,960) |
| (129) |
| (4,889) |
Debenture 6th issue - single series (Comgás) | IPCA + 4.33% |
| (523,993) |
| (568,741) |
| (554,147) |
| 4,838 |
| (18,371) |
Debenture 9th issue - 1st series (Comgás) | IPCA + 5.12% |
| (500,000) |
| (538,123) |
| (550,342) |
| 35,428 |
| 8,630 |
Debenture 9th issue - 2nd series (Comgás) | IPCA + 5.22% |
| (500,000) |
| (513,377) |
| (533,854) |
| 58,430 |
| 16,572 |
BNDES Projects VI and VII (Comgás) | IPCA + 4.10% |
| (119,118) |
| (107,173) |
| (112,946) |
| 632 |
| 18,340 |
BNDES Project VIII (Comgás) | IPCA + 3.25% |
| (743,258) |
| (718,598) |
| (743,674) |
| 14,981 |
| 21,923 |
BNDES Project IX (Comgás) | IPCA + 5.74% |
| (565,582) |
| (592,446) |
| (598,752) |
| (4,294) |
| (977) |
Debenture (Rumo) | IPCA + 4.68% |
| (240,000) |
| (316,590) |
| (396,201) |
| (1,128) |
| 5,354 |
Debenture (Rumo) | IPCA + 4.50% |
| (600,000) |
| (767,136) |
| (774,939) |
| (12,840) |
| 12,537 |
Total |
|
| (3,868,496) |
| (4,205,462) |
| (4,345,815) |
| 95,918 |
| 59,119 |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Debenture 4th issue - 3rd series (Comgás) | 112.49% CDI |
| 76,545 |
| 4,547 |
| 4,567 |
| (20) |
| 1,342 |
Debenture 6th issue - single series (Comgás) | 89.9% CDI |
| 523,993 |
| 21,806 |
| 20,116 |
| 1,690 |
| 4,723 |
Debenture 9th issue - 1st series (Comgás) | 109.20% CDI |
| 500,000 |
| 46,816 |
| 42,093 |
| (12,940) |
| 5,177 |
Debenture 9th issue - 2nd series (Comgás) | 110.60% CDI |
| 500,000 |
| 23,788 |
| 26,901 |
| (20,937) |
| (1,637) |
BNDES Projects VI and VII (Comgás) | 87.50% CDI |
| 119,118 |
| (401) |
| 64 |
| (540) |
| 1,629 |
BNDES Project VIII (Comgás) | 82.94% CDI |
| 743,258 |
| (13,641) |
| (6,578) |
| (8,127) |
| 8,270 |
BNDES Project IX (Comgás) | 98.9% CDI |
| 565,582 |
| 40,425 |
| 46,904 |
| (13,129) |
| 7,607 |
Debenture (Rumo) | 107% CDI |
| 240,000 |
| 73,360 |
| 81,885 |
| 8,525 |
| (9,742) |
Debenture (Rumo) | 103% CDI |
| 600,000 |
| 159,372 |
| 147,429 |
| (11,943) |
| (41,965) |
Total derivatives |
|
| 3,868,496 |
| 356,072 |
| 363,381 |
| (57,421) |
| (24,596) |
Total |
|
| — |
| (3,849,390) |
| (3,982,434) |
| 38,497 |
| 34,523 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Compass
Natural gas purchase and sale contracts
The indirect subsidiary Compass Comercialização S.A. entered into natural gas purchase (JKM risk) and sale agreements (BRENT risck) with a third party and related party. In order to protect and mitigate the risks arising from fluctuations in natural gas indexes, the subsidiary designated this operation subject to hedge accounting for the respective cash flow protection.
In this contracting, the expected benefits are: reducing the financial risk associated with fluctuations in natural gas prices, avoiding fluctuations in the financial result of hedge instruments, protecting the subsidiary's margins, as well as maintaining predictability in its costs or revenues, ensuring greater stability in operating results.
Highly probable revenues in US dollars (Leasing)
The indirect subsidiary TRSP adopted a hedge accounting strategy to protect its results from exposure to variability in cash flows arising from the exchange rate effects of highly probable revenues in US dollars projected for a period of 20 years, through non-derivative hedging instruments – lease liabilities in US dollars already contracted.
On March 31, 2024 there was no ineffective portion reclassified to profit or loss. The impacts recognized in the subsidiary's shareholders' equity and the estimated realization in shareholders' equity are shown below:
a) Composition
Financial instruments |
| Subsidiary |
| Risk |
| Unit |
| Notional R$ |
| Fair value 03/31/2024 |
| Book value 03/31/2024 |
Future |
| Compass |
| BRENT |
| Barrel |
| 368,000 |
| (10,315) |
| (10,315) |
Leasing |
| Compass |
| FX rate |
| BRL |
| 1,548,942 |
| (67,610) |
| (67,610) |
Effect on balance sheet |
|
|
|
|
|
|
| 1,916,942 |
| (77,925) |
| (77,925) |
b) Movement
Financial instruments | Net financial result |
| Comprehensive income (i) |
| Gains or (losses) realized |
Future (BRENT) | (2,421) |
| (10,315) |
| (1,540) |
Leasing | — |
| (67,610) |
| — |
March 31, 2024 | (2,421) |
| (77,925) |
| (1,540) |
(i) | Effect of deferred income tax and social contribution is R$26,495. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Consolidated | ||
| 03/31/2024 |
| 12/31/2023 |
Domestic market | 3,204,448 |
| 2,790,623 |
Unbilled receivables (i) | 935,295 |
| 782,813 |
Foreign market - foreign currency | 49,990 |
| 32,308 |
| 4,189,733 |
| 3,605,744 |
Expected credit losses | (171,208) |
| (161,108) |
| 4,018,525 |
| 3,444,636 |
Current | 3,909,009 |
| 3,330,488 |
Non-current | 109,516 |
| 114,148 |
Total | 4,018,525 |
| 3,444,636 |
(i) | Unbilled revenue refers to the portion of the monthly gas supply for which measurement and billing have not been completed. |
a) | Accounts receivable and payable with related parties: |
Parent Company |
| Consolidated | |||||||||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 | ||||||
Current assets |
|
|
|
|
|
|
| ||||||
Commercial operations |
|
|
|
|
|
|
| ||||||
Raízen S.A. | 4,614 |
| 7,798 |
| 59,076 |
| 63,004 | ||||||
Rumo S.A. | 1,860 |
| 6,214 |
| — |
| — | ||||||
Elevações Portuárias S.A. | 10 |
| 10 |
| 21,169 |
| 21,633 | ||||||
Cosan Lubrificantes e Especialidades S.A. | 1,775 |
| 5,722 |
| — |
| — | ||||||
Aguassanta Participações S.A. | — |
| 88 |
| — |
| 88 | ||||||
Compass Gás e Energia S.A. | 7,179 |
| 4,253 |
| — |
| — | ||||||
Termag - Terminal Marítimo de Guarujá S.A. | — |
| — |
| 14,286 |
| 9,286 | ||||||
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) | — |
| — |
| 26,965 |
| — | ||||||
Vale S.A |
|
|
|
| — |
| 5,000 | ||||||
Norgás S.A. | — |
| — |
| 17,015 |
| 8,976 | ||||||
Other | 345 |
| 121 |
| 438 |
| 452 | ||||||
| 15,783 |
| 24,206 |
| 138,949 |
| 108,439 | ||||||
Financial and corporate operations |
|
|
|
|
|
|
| ||||||
Raízen S.A. | 38,125 |
| 36,020 |
| 38,125 |
| 36,032 | ||||||
Cosan Dez Participações S.A. | 111,659 |
| 111,659 |
| — |
| — | ||||||
Ligga S.A. | — |
| — |
| 107,000 |
| 107,000 | ||||||
Other | 2,556 |
| 1,466 |
| — |
| — | ||||||
| 152,340 |
| 149,145 |
| 145,125 |
| 143,032 | ||||||
Total current assets | 168,123 |
| 173,351 |
| 284,074 |
| 251,471 | ||||||
Non-current assets |
|
|
|
|
|
|
| ||||||
Commercial operations |
|
|
|
|
|
|
| ||||||
Termag - Terminal Marítimo de Guarujá S.A. | — |
| — |
| 36,909 |
| 36,952 | ||||||
| — |
| — |
| 36,909 |
| 36,952 | ||||||
Financial and corporate operations |
|
|
|
|
|
|
| ||||||
Raízen S.A. | 43,484 |
| 46,911 |
| 43,507 |
| 46,935 | ||||||
Cosan Lubrificantes e Especialidades S.A. | 115,894 |
| 127,834 |
| — |
| — | ||||||
Others | — |
| — |
| 4,733 |
| 4,733 | ||||||
| 159,378 |
| 174,745 |
| 48,240 |
| 51,668 | ||||||
Total non-current assets | 159,378 |
| 174,745 |
| 85,149 |
| 88,620 | ||||||
Related parties receivables | 327,501 |
| 348,096 |
| 369,223 |
| 340,091 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Parent Company |
| Consolidated | |||||||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 | |||||
Current liabilities |
|
|
|
|
|
|
| |||||
Commercial operations |
|
|
|
|
|
|
| |||||
Raízen S.A. | 9,315 |
| 4,099 |
| 341,944 |
| 232,713 | |||||
Termag - Terminal Marítimo de Guarujá S.A. | — |
| — |
| 47,520 |
| 10,500 | |||||
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) | — |
| — |
| 31,025 |
| — | |||||
Aguassanta Participações S.A. | — |
| — |
| — |
| 984 | |||||
Cosan Lubrificantes e Especialidades S.A. | 6,468 |
| 1,065 |
| — |
| — | |||||
Rumo Malha Paulista S.A | 2,065 |
| — |
| 4,862 |
| — | |||||
Vale S.A |
|
|
|
| — |
| 4,000 | |||||
Other | 1,842 |
| 6,065 |
| 32,473 |
| 39,542 | |||||
| 19,690 |
| 11,229 |
| 457,824 |
| 287,739 | |||||
Financial and corporate operations |
|
|
|
|
|
|
| |||||
Raízen S.A. | 38,304 |
| 32,405 |
| 39,890 |
| 34,421 | |||||
Cosan Overseas Limited | 32,283 |
| 31,282 |
| — |
| — | |||||
Cosan Luxembourg S.A | 38,665 |
| 123,983 |
| — |
| — | |||||
| 109,252 |
| 187,670 |
| 39,890 |
| 34,421 | |||||
Total current liabilities | 128,942 |
| 198,899 |
| 497,714 |
| 322,160 | |||||
Non-current liabilities |
|
|
|
|
|
|
| |||||
Financial and corporate operations |
|
|
|
|
|
|
| |||||
Cosan Lubrificantes e Especialidades S.A. | 619,765 |
| 655,683 |
| — |
| — | |||||
Cosan Luxembourg S.A | 3,463,035 |
| 3,355,612 |
| — |
| — | |||||
Cosan Overseas Limited | 2,515,587 |
| 2,437,595 |
| — |
| — | |||||
Cosan Overseas Limited | 1,078 |
| 1,078 |
| 1,078 |
| 1,078 | |||||
Total non-current liabilities | 6,599,465 |
| 6,449,968 |
| 1,078 |
| 1,078 | |||||
Payables to related parties | 6,728,407 |
| 6,648,867 |
| 498,792 |
| 323,238 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
b) | Transactions with related parties: |
Parent Company | Consolidated | |||||||
| 1Q24 |
| 1Q23 |
|
| 1Q24 |
| 1Q23 |
Operating income |
|
|
|
|
|
|
|
|
Raízen S.A. | — |
| — |
|
| 255,396 |
| 146,412 |
Elevações Portuárias S.A. | — |
| — |
|
| 4,346 |
| 3,954 |
| — |
| — |
|
| 259,742 |
| 150,366 |
|
|
|
|
|
|
|
| — |
Purchase of products / inputs / services |
|
|
|
|
|
|
| — |
Raízen S.A. | — |
| — |
|
| (522,714) |
| (514,955) |
Elevações Portuárias S.A. | — |
| — |
|
| — |
| (7,288) |
| — |
| — |
|
| (522,714) |
| (522,243) |
Shared income (expenses) |
|
|
|
|
|
|
|
|
Companhia de Gás de São Paulo - COMGÁS | (2) |
| — |
|
| — |
| — |
Compass Gás e Energia S.A. | 8,683 |
| 1,824 |
|
| — |
| — |
Comercializadora S/A | 14 |
| — |
|
| — |
| — |
Cosan Lubrificantes e Especialidades S.A. | 1,597 |
| 1,163 |
|
| — |
| — |
Raízen S.A. | (866) |
| (1,399) |
|
| (20,164) |
| (18,863) |
Rumo S.A. | 1,484 |
| 1,334 |
|
| — |
| — |
Aldwych Temple VenturecCapital Limited | — |
| 46,191 |
|
| — |
| — |
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) | — |
| — |
|
| (25,652) |
| — |
Trizy - Sinlog Tec. Em Logistica S.A. | — |
| 137 |
|
| — |
| — |
Other | (15) |
|
|
|
| (15) |
| — |
| 10,895 |
| 49,250 |
|
| (45,831) |
| (18,863) |
Financial result |
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. | (155,597) |
| 53,650 |
|
| — |
| — |
Cosan Overseas Limited | (130,249) |
| 18,197 |
|
| — |
| — |
| (285,846) |
| 71,847 |
|
| — |
| — |
Total | (274,951) |
| 121,097 |
|
| (308,803) |
| (390,740) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
c) | Managers’ and directors’ compensation: |
The Company has a compensation policy approved by the Board of Directors. Compensation of the Company's key management personnel includes salaries, contributions to a defined post-employment benefit plan and stock-based compensation. We present below the result of the Parent Company on march 31, 2024, as follows:
| 1Q24 |
| 1Q23 |
Short-term benefits to employees and managers | 8,725 |
| 8,634 |
Share-based compensation | 13,868 |
| 10,738 |
Post-employment benefits | 129 |
| 125 |
Benefits from termination of employment contract | 1,645 |
| — |
| 24,367 |
| 19,497 |
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Material and services suppliers | 2,416 |
| 2,431 |
| 2,941,467 |
| 3,110,114 |
Natural gas/ transport and logistics suppliers | — |
| — |
| 995,373 |
| 1,074,411 |
| 2,416 |
| 2,431 |
| 3,936,840 |
| 4,184,525 |
Current | 2,416 |
| 2,431 |
| 3,665,270 |
| 3,920,273 |
Non-current | — |
| — |
| 271,570 |
| 264,252 |
Total | 2,416 |
| 2,431 |
| 3,936,840 |
| 4,184,525 |
| Sectorial Assets |
| Sectorial liabilities |
| Total |
At January 1, 2024 | 548,700 |
| (1,810,698) |
| (1,261,998) |
Cost of gas | 35,395 |
| — |
| 35,395 |
Tax credits | — |
| (8,365) |
| (8,365) |
Monetary update | 17,015 |
| (37,222) |
| (20,207) |
Deferral of IGP-M | 25,996 |
| — |
| 25,996 |
At March 31, 2024 | 627,106 |
| (1,856,285) |
| (1,229,179) |
|
|
|
|
|
|
Current | 248,710 |
| (72,112) |
| 176,598 |
Non-current | 378,396 |
| (1,784,173) |
| (1,405,777) |
Total | 627,106 |
| (1,856,285) |
| (1,229,179) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
All resulting fair value estimates are included in level 2, except for contingent consideration payables for which fair values have been determined using present values and discount rates adjusted for counterparty or own credit risk.
The carrying amounts and fair value of consolidated assets and liabilities are as follows:
|
|
| Carrying amount |
| Assets and liabilities measured at fair value | ||||||||||||
|
|
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 | ||||||||
| Note |
|
|
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Level 1 |
| Level 2 |
| Level 3 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment funds | 5.2 |
| 4,414,651 |
| 3,298,142 |
| — |
| 4,414,651 |
| — |
| — |
| 3,298,142 |
| — |
Marketable securities | 5.3 |
| 4,038,655 |
| 3,503,961 |
| — |
| 4,038,655 |
| — |
| — |
| 3,503,961 |
| — |
Other financial assets |
|
| 3,317 |
| 3,113 |
| 3,317 |
| — |
| — |
| 3,113 |
| — |
| — |
Investment properties (i) | 11.5 |
| 15,977,866 |
| 15,976,126 |
| — |
| — |
| 15,977,866 |
| — |
| — |
| 15,976,126 |
Derivate financial instruments | 5.6 |
| 2,379,248 |
| 2,546,799 |
| — |
| 2,379,248 |
| — |
| — |
| 2,546,799 |
| — |
Total |
|
| 26,813,737 |
| 25,328,141 |
| 3,317 |
| 10,832,554 |
| 15,977,866 |
| 3,113 |
| 9,348,902 |
| 15,976,126 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, financing and debentures | 5.4 |
| (60,513,526) |
| (56,904,654) |
| — |
| (23,581,690) |
| — |
| — |
| (22,952,492) |
| — |
Derivative financial instruments | 5.6 |
| (2,871,868) |
| (3,415,145) |
| — |
| (2,871,868) |
| — |
| — |
| (3,415,145) |
| — |
Total |
|
| (63,385,394) |
| (60,319,799) |
| — |
| (26,453,558) |
| — |
| — |
| (26,367,637) |
| — |
(i) | The fair value of investment properties was determined using the direct comparative method of market data applied to transactions involving similar properties (type, location, and quality of property) and, to a lesser extent, sales quotes for potential transactions involving comparable assets (level 3). The methodology used to determine fair value incorporates direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (crop type), and rainfall, among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards ("ABNT"). The discount rates used vary between 11.12% p.a. and 11.20% p.a. on March 31, 2024 and on December 31, 2023. |
For fair value assessments of investment properties in the periods between annual assessments, management considers regional market trends presented by the S&P Global Commodity Insights report for the Brazilian rural real estate market. If Management reasonably believes that property values have changed differently from the variation in the S&P Global Commodity Insights report, based on its understanding of current market conditions and evidence of proposals received for the assets, considerations may be made to determine fair value property market. | |
(ii) | The fair value of the Company's loans does not differ significantly from their carrying value, except for debts that are assigned to fair value through profit or loss. For debts that have a market value quoted on the Luxembourg Stock Exchange, the fair value measurement is based on the quoted market price as follows |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Debt |
| Company |
| 03/31/2024 |
| 03/31/2023 |
Sênior Notes 2028 |
| Rumo Luxembourg S.à r.l. |
| 96.58% |
| 96.41% |
Sênior Notes 2032 |
| Rumo Luxembourg S.à r.l. |
| 84.54% |
| 85.65% |
Sênior Notes 2027 |
| Cosan Luxembourg S.A. |
| 100.93% |
| 100.92% |
This note describes the group's exposure to financial risks and how these risks may affect future financial performance. To provide more context, current year profit and loss information has been included where applicable:
Risk | Exposure arising from | Measurement | Management |
Market risk - foreign exchange |
|
| Foreign currency |
Market risk - interest | Cash and cash equivalents, securities, loans, financing and debentures, leases and derivative financial instruments. | Sensitivity analysis | Interest rate swap |
Market risk – price |
|
|
|
Credit risk | Cash and cash equivalents, marketable securities, trade receivables, derivatives, receivables from related parties, dividends and investment property |
| Availability and lines of credit |
Liquidity risk | Loans, financing and debentures, accounts payable to suppliers, other financial liabilities, REFIS, leases, derivatives, payables to related parties and dividends. | Cash flow forecasting | Availability and lines of credit |
The Company's Management identifies, evaluates, and hedges financial risks in close collaboration with operating units. The Board of Directors provides written principles for managing global risk in addition to policies covering specific areas such as currency risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and excess investment of liquidity.
When all applicable criteria are satisfied, hedge accounting is used to eliminate the accounting mismatch between the hedging instrument and the hedged item. This will result in the effective recognition of interest expense at a fixed interest rate for hedged floating rate loans and inventory at the fixed foreign exchange rate for purchases hedged against foreign exchange risk.
The Company may opt for formal designation of new debt transactions for which it has swap-type derivative hedging instruments for foreign exchange rate variation and interest, as measured at fair value. The Fair Value Option is intended to eliminate inconsistencies caused by disparities between the measurement credits of certain liabilities and their hedging instruments. Consequently, both swaps and respective debts are now valued at fair value. This option is irrevocable and must be exercised upon the operation's initial accounting entry.
The policy of the company is to maintain a sufficient capital base to foster the confidence of investors, creditors, and the market, and to ensure the business's future growth. Each of its businesses' rate of return on capital is monitored by Management.
An analysis of the risk exposure that Management intends to cover determines the use of financial instruments to protect against these areas of volatility.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
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 March 31, 2024 and December 31,2023, the Company had the following net exposure to foreign exchange variation on assets and liabilities denominated in US Dollars, Euros, Yen and Pound Sterling:
| 03/31/2024 |
| 12/31/2023 |
Cash and cash equivalents | 401,253 |
| 284,956 |
Suppliers | (398,626) |
| (441,768) |
Loans, financing and debentures | (3,069,456) |
| (24,861,084) |
Leases | (1,671,317) |
| (1,627,104) |
Consideration payable | (163,649) |
| (203,094) |
Derivative financial instruments | 14,740,140 |
| 14,182,102 |
FX exposure, net | 9,838,345 |
| (12,665,992) |
The probable scenario considers the estimated foreign 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:
|
|
|
|
|
| Scenarios | ||||||
Instrument |
| Risk factor |
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) |
Cash and cash equivalents |
| Low FX rate |
| 148,214 |
| 135,656 |
| 234,641 |
| (62,312) |
| (161,296) |
Trade payables |
| High FX rate |
| 801 |
| (14,108) |
| (29,016) |
| 15,709 |
| 30,618 |
Derivative financial instruments |
| Low FX rate |
| 1,255,910 |
| 8,089,837 |
| 13,452,075 |
| (2,606,195) |
| (7,902,826) |
Loans, borrowings and debentures |
| High FX rate |
| (1,865,341) |
| (3,373,225) |
| (5,038,885) |
| (41,876) |
| 1,623,793 |
Leases |
| High FX rate |
| (1,571,010) |
| (1,983,303) |
| (2,395,597) |
| (1,158,717) |
| (489,116) |
Consideration payable |
| High FX rate |
| 2,168 |
| 4,841 |
| 7,513 |
| (504) |
| (3,177) |
Impacts on profit or loss before taxes |
|
|
| (2,029,258) |
| 2,859,698 |
| 6,230,731 |
| (3,853,895) |
| (6,902,004) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The probable scenario considers the estimated exchange rates, made by a specialized third party, upon maturity of the transactions for the companies with functional currency Reais (positive and negative, before tax effects), as follows:
|
| Exchange rate sensitivity analysis | ||||||||||
|
| 03/31/2024 |
| Scenarios | ||||||||
|
|
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) | |
U.S.$ |
| 4.9962 |
| 4.9300 |
| 6.1625 |
| 7.3950 |
| 3.6975 |
| 2.4650 |
Euro |
| 5.3979 |
| 5.5216 |
| 6.9020 |
| 8.2824 |
| 4.1412 |
| 2.7608 |
GBP |
| 6.3122 |
| 6.3597 |
| 7.9496 |
| 9.5396 |
| 4.7698 |
| 3.1799 |
JPY |
| 0.0330 |
| 0.0363 |
| 0.0453 |
| 0.0544 |
| 0.0272 |
| 0.0181 |
ii. Interest rate risk
The Company and its subsidiaries monitor fluctuations in variable interest rates related to their financing 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:
|
|
|
| Scenarios | ||||||
Interest rate exposure |
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) |
Cash and cash equivalents |
| 1,266,502 |
| 1,573,231 |
| 1,887,878 |
| 943,939 |
| 629,293 |
Marketable securities |
| 331,418 |
| 414,272 |
| 497,127 |
| 248,563 |
| 165,709 |
Restricted cash |
| 18,646 |
| 23,307 |
| 27,968 |
| 13,984 |
| 9,323 |
Lease and concession in installments |
| (106,367) |
| (132,959) |
| (159,550) |
| (79,775) |
| (53,183) |
Leases liabilities |
| (475,811) |
| (476,267) |
| (476,725) |
| (475,357) |
| (474,905) |
Derivative financial instruments |
| (1,846,932) |
| (865,984) |
| (2,084,559) |
| 167,230 |
| 3,643,003 |
Loans, financing and debentures |
| (2,614,456) |
| (4,028,738) |
| (4,698,368) |
| (2,689,478) |
| (2,019,848) |
Other financial liabilities |
| (32,876) |
| (39,933) |
| (46,991) |
| (25,819) |
| (18,761) |
Impacts on the result before taxes |
| (3,459,876) |
| (3,533,071) |
| (5,053,220) |
| (1,896,713) |
| 1,880,631 |
|
|
|
|
|
|
|
|
|
|
|
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
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”) as follows:
|
|
|
| Scenarios | ||||||
|
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) |
SELIC |
| 9.69% |
| 12.11% |
| 14.53% |
| 7.27% |
| 4.84% |
CDI |
| 9.59% |
| 11.98% |
| 14.38% |
| 7.19% |
| 4.79% |
TJLP462 (TJLP + 1% p.a.) |
| 7.20% |
| 8.75% |
| 10.30% |
| 5.65% |
| 4.10% |
TJLP |
| 6.20% |
| 7.75% |
| 9.30% |
| 4.65% |
| 3.10% |
IPCA |
| 3.52% |
| 4.40% |
| 5.28% |
| 2.64% |
| 1.76% |
IGPM |
| 4.40% |
| 5.50% |
| 6.60% |
| 3.30% |
| 2.20% |
Fed Funds |
| 3.75% |
| 4.69% |
| 5.63% |
| 2.81% |
| 1.88% |
SOFR |
| 3.79% |
| 4.74% |
| 5.69% |
| 2.84% |
| 1.90% |
We use derivative financial instruments called options to limit our exposure to changes in the value of Vale shares. The widely accepted methodology used to calculate the fair value of options is based on the Black & Scholes pricing model. The values calculated in the sensitivity analysis of the framework mentioned reflect the impacts of the intrinsic values of the options as the shares appreciate or depreciate.
|
|
|
| Scenarios | ||||||||
Instrument |
| Interest |
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) |
VALE3 (Collar) (i) |
| 0.78% |
| 488,641 |
| 88,113 |
| (326,527) |
| 890,946 |
| 1,322,040 |
VALE3 (Call Spread) |
| 1.60% |
| 278,278 |
| 550,686 |
| 821,386 |
| 93,741 |
| 15,163 |
(i) | As mentioned in note 2, of the 100% of Collar derivatives were settled in April 2024. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Call Option (“Call”)
The Company has a call option which gives it the right to repurchase all the preferred shares of Cosan Nove and Cosan Dez, which may be exercised as of the third year after the execution of the respective agreements in December 2022.
On March 31, 2024, the Company measured the fair value of the call option and concluded that it is off price.
Contingent put option
In the shareholders' agreements entered into between the Company and the banks Itaú and Bradesco regarding the issuance of preferred shares, it was defined that both financial institutions have a contingent put option only when the specific adverse material effects provided for in the contract occur, which are in the Company's control and, therefore, do not constitute a financial obligation.
The prices of the exercise options are calculated based on the initial values of R$4,115,000 and R$4,000,000 adjusted by a weighted average rate of CDI + 1.25% minus the dividends received by non-controlling shareholders in this period, which, as of March 31, 2024, is represented by the amounts of R$4,315,302 and R$4,320,846, respectively.
We are exposed to risks linked to CSAN3 share prices. To mitigate such exposures, total return swap derivatives of 96,185,412 shares of CSAN3 were contracted in which the Company receives the variation of the share price and proceeds on the active side and pays CDI + 1.65% on the passive side.
The sensitivity analysis considers the closing share price as shown below:
|
|
|
| Scenarios |
| ||||||
Instrument |
| Probable |
| 25% |
| 50% |
| (25%) |
| (50%) |
|
Value of the investment |
| (367,320) |
| 459,062 |
| 918,125 |
| (459,062) |
| (918,125) |
|
Value of the share (CSAN3) |
| 16.20 |
| 20.25 |
| 24.30 |
| 12.15 |
| 8.10 |
|
b) Credit risk
The Company's regular operations expose it to the risk of default when customers, suppliers, and counterparties are unable to fulfill their financial commitments or other obligations. The Company seeks to mitigate this risk by conducting transactions with a diverse group of counterparties. However, the Company's operations remain susceptible to the unanticipated financial failures of third parties. The credit risk exposure was as follows:
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| 03/31/2024 |
| 12/31/2023 |
Cash and cash equivalents | 16,398,421 |
| 14,658,481 |
Trade receivables | 4,018,525 |
| 3,444,636 |
Marketable securities | 4,038,655 |
| 3,503,961 |
Restricted cash | 200,758 |
| 203,252 |
Derivative financial instruments | 2,379,248 |
| 2,546,799 |
Receivables from related parties | 369,223 |
| 340,091 |
Receivable dividends and interest on equity | 93,773 |
| 255,777 |
Other financial assets | 3,317 |
| 3,113 |
| 27,501,920 |
| 24,956,110 |
The Company is exposed to risks related to its cash management activities and temporary investments.
The majority of liquid assets are invested in government bonds and other bank investments. The treasury department manages the credit risk of bank and financial institution balances in accordance with the Company's policy.
The credit risk associated with lease receivables is divided into two customer categories: (i) Level 1 and (ii) Level 2. The majority of subsidiary investment properties are leased to customers classified as Level 1, with no history of late payments or default and a solid financial standing. In order to mitigate the credit risk associated with lease receivables, the Company's policy restricts its exposure to Level 2 customers. The risk associated with accounts receivable related to the sale of investment properties is mitigated by granting land ownership to the customer only after receiving a down payment for the transaction. In addition, the transfer of ownership is contingent upon receipt of all outstanding payments.
Only approved counterparties and within the credit limits assigned to each counterparty may invest surplus funds. Credit limits for counterparties are reviewed annually and may be modified throughout the period. The limits are established to minimize the concentration of risks and, consequently, to mitigate financial loss caused by potential counterparty default. The credit risk of cash and cash equivalents, marketable securities, restricted cash, and derivative financial instruments is determined by widely accepted market rating instruments and is structured as follows:
| 03/31/2024 |
| 12/31/2023 |
AAA | 19,261,723 |
| 20,475,536 |
AA | 2,108,293 |
| 172,871 |
A | 106,038 |
| 124,932 |
Not rated | 1,541,028 |
| 139,154 |
| 23,017,082 |
| 20,912,493 |
c) Liquidity risk
The Company's strategy for managing liquidity is to ensure, whenever possible, that it has sufficient liquidity to meet its liabilities when they are due, under normal and stressed conditions, without incurring unacceptable losses or risking reputational harm.
The Company's financial liabilities (based on contracted undiscounted cash flows) are categorized by maturity dates as follows:
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| 03/31/2024 |
| 12/31/2023 | ||||||||
| Up to 1 year |
| 1 - 2 years |
| 2 - 5 years |
| More than 5 years |
| Total |
| Total |
Loans, financing and debentures | (3,241,742) |
| (1,570,751) |
| (1,618,829) |
| (11,785,561) |
| (18,216,883) |
| (67,935,471) |
Suppliers | (3,665,270) |
| (271,570) |
| — |
| — |
| (3,936,840) |
| (4,184,525) |
Other financial liabilities | (401,535) |
| — |
| — |
| — |
| (401,535) |
| (476,895) |
Installment of tax debts | (53,227) |
| (1,498) |
| (1,837) |
| (162,975) |
| (219,536) |
| (217,267) |
Leases | (664,244) |
| (1,161,211) |
| (856,823) |
| (18,102,560) |
| (20,784,838) |
| (20,874,841) |
Lease and concession in installments | (274,495) |
| (299,543) |
| (596,011) |
| — |
| (1,170,049) |
| (1,137,295) |
Payables to related parties | (497,714) |
| (1,078) |
| — |
| — |
| (498,792) |
| (322,160) |
Dividends payable | (678,548) |
| — |
| — |
| — |
| (678,548) |
| (549,054) |
Derivative financial instruments | (923,437) |
| (440,282) |
| (826,145) |
| 5,004,057 |
| 2,814,193 |
| (4,917,895) |
| (10,400,212) |
| (3,745,933) |
| (3,899,645) |
| (25,047,039) |
| (43,092,828) |
| (100,615,403) |
d) Capital management risk
The group manages the capital structure and adjusts it in light of changing economic conditions and financial covenant requirements. In order to maintain or adjust the capital structure, the Group may adjust the payment of dividends to shareholders, return capital to them or issue new shares. The Company monitors capital mainly through the leverage ratio, calculated as net debt to EBITDA. The group's policy is to maintain this ratio at up to 3.3x, which represents the lowest covenant ratio of the group's members.
The Company's policy is to maintain a solid capital base to foster the confidence of its parent companies, creditors, and the market, and to ensure the business's future growth. Management ensures that the return on capital, which the Company defines as the result of its operating activities divided by its total shareholders' equity, is sufficient for each of its businesses.
To achieve this overall objective, the Group's capital management, among other things, aims to ensure compliance with the financial commitments associated with the loans and financing that define the capital structure requirements.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
COFINS | 3,699 |
| 3,699 |
| 461,538 |
| 487,160 |
PIS | — |
| — |
| 109,460 |
| 110,904 |
Tax credits | 34,035 |
| 33,639 |
| 34,035 |
| 33,639 |
ICMS | — |
| — |
| 948,143 |
| 924,180 |
ICMS - CIAP | — |
| — |
| 204,405 |
| 189,813 |
Other | 4,647 |
| 4,647 |
| 130,879 |
| 132,863 |
| 42,381 |
| 41,985 |
| 1,888,460 |
| 1,878,559 |
|
|
|
|
|
|
|
|
Current | 8,346 |
| 8,346 |
| 730,293 |
| 745,856 |
Non-current | 34,035 |
| 33,639 |
| 1,158,167 |
| 1,132,703 |
Total | 42,381 |
| 41,985 |
| 1,888,460 |
| 1,878,559 |
|
| Consolidated | ||
|
| 03/31/2024 |
| 12/31/2023 |
Finished products |
| 1,515,753 |
| 1,254,818 |
Parts and accessories |
| 191,073 |
| 178,260 |
Construction Materials |
| 179,434 |
| 316,370 |
Warehouse and other |
| 58,791 |
| 43,266 |
|
| 1,945,051 |
| 1,792,714 |
The balances are presented net of a provision of R$93,977 for obsolete inventories on March 31, 2023 (R$78,709 on December 31, 2023).
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Composition of assets held for sale:
| Norgás |
| TUP Porto São LuisS.A |
| Radar |
| Total |
Cash and cash equivalents | — |
| 48,231 |
| — |
| 48,231 |
Other current tax receivable | — |
| 3,030 |
| — |
| 3,030 |
Dividend receivable | 18,646 |
| — |
| — |
| 18,646 |
Investments in associates | 892,854 |
| — |
| — |
| 892,854 |
Property, plant and equipment | — |
| 395,757 |
| — |
| 395,757 |
Intangible assets and goodwill | — |
| 437,220 |
| — |
| 437,220 |
Other assets | — |
| 35 |
| — |
| 35 |
Properties held for sale | — |
| — |
| 342,392 |
| 342,392 |
Total | 911,500 |
| 884,273 |
| 342,392 |
| 2,138,165 |
The balance of R$4,353 in the parent company is composed of accounts receivable from parties related to TUP Porto São Luis S.A
b) Composition of liabilities held for sale:
| Norgás |
| TUP Porto São Luis S.A |
| Total |
Trade payables | — |
| 17,248 |
| 17,248 |
Employee benefits payables | — |
| 1,828 |
| 1,828 |
Other liabilities | — |
| 456 |
| 456 |
Deferred tax liabilities | 152,255 |
| 66,606 |
| 218,861 |
Total | 152,255 |
| 86,138 |
| 238,393 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The Company's subsidiaries and associates are listed below:
| 03/31/2024 |
| 12/31/2023 |
Directly owned subsidiaries |
|
|
|
Cosan Corporate |
|
|
|
Cosan Corretora de Seguros Ltda | 100.00% |
| 100.00% |
Cosan Nove Participações S.A. | 73.09% |
| 73.09% |
Cosan Luxembourg S.A. (i) | 100.00% |
| 100.00% |
Cosan Overseas Limited | 100.00% |
| 100.00% |
Pasadena Empreendimentos e Participações S.A. | 100.00% |
| 100.00% |
Cosan Limited Partners Brasil Consultoria Ltda. | 97.50% |
| 97.50% |
Barrapar Participaçoes Ltda. | 100.00% |
| 100.00% |
Aldwych Temple | 100.00% |
| 100.00% |
Vale S.A (ii) | 4.93% |
| 4.90% |
Cosan Oito S.A. | 100.00% |
| 100.00% |
Cosan Global Limited | 100.00% |
| 100.00% |
Atlântico Participações Ltda. | 100.00% |
| 100.00% |
Cosan Dez Participações S.A. | 76.80% |
| 76.80% |
Radar |
|
|
|
Radar Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Radar II Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Nova Agrícola Ponte Alta S.A. | 50.00% |
| 50.00% |
Nova Amaralina S.A Propriedades Agrícolas | 50.00% |
| 50.00% |
Nova Santa Bárbara Agrícola S.A. | 50.00% |
| 50.00% |
Terras da Ponta Alta S.A. | 50.00% |
| 50.00% |
Castanheira Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Manacá Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Paineira Propriedades Agrícolas S.A. | 50.00% |
| 50.00% |
Tellus Brasil Participações S.A. | 20.00% |
| 20.00% |
Janus Brasil Participações S.A. | 20.00% |
| 20.00% |
Duguetiapar Empreendimentos e Participações S.A. | 20.00% |
| 20.00% |
Gamiovapar Empreendimentos e Participações S.A. | 20.00% |
| 20.00% |
Moove |
|
|
|
Moove Lubricants Holdings | 70.00% |
| 70.00% |
Rumo |
|
|
|
Rumo S.A. | 30.42% |
| 30.42% |
(i) | Despite presenting an unsecured liability amount of R$149,541 on March 31, 2024, 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. | |
(ii) | The value of 4.93% refers to the percentage of participation excluding treasury shares for the calculation of equity and receipt of dividends. | |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The following are investments in subsidiaries and affiliates as of March 31, 2024, which are material to the Company:
a) Parent company
| Shares issued by |
| Shares held by |
| Cosan |
| Economic |
Cosan Corporate |
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda | 5,000 |
| 4,999 |
| 100.00% |
| 100.00% |
Cosan Nove Participações S.A. (i) | 7,663,761,735 |
| 5,601,178,095 |
| 73.09% |
| 66.16% |
Cosan Luxembourg S.A. | 500,010 |
| 500,010 |
| 100.00% |
| 100.00% |
Cosan Overseas Limited | 4,850,000 |
| 4,850,000 |
| 100.00% |
| 100.00% |
Pasadena Empreendimentos e Participações S.A. | 41,481,296 |
| 41,481,046 |
| 100.00% |
| 100.00% |
Cosan Limited Partners Brasil Consultoria Ltda | 160,000 |
| 156,000 |
| 97.50% |
| 97.50% |
Cosan Oito S.A. | 8,194,005,000 |
| 8,194,005,000 |
| 100.00% |
| 100.00% |
Cosan Global Limited | 300 |
| 300 |
| 100.00% |
| 100.00% |
Atlântico Participações Ltda. | 928,005,000 |
| 928,004,997 |
| 100.00% |
| 100.00% |
Cosan Dez Participações S.A. (i) | 3,473,458,687 |
| 2,667,494,858 |
| 76.80% |
| 72.00% |
Radar |
|
|
|
|
|
|
|
Radar Propriedades Agrícolas S.A. | 737,500 |
| 305,694 |
| 41.45% |
| 41.45% |
Radar II Propriedades Agrícolas S.A. | 81,440,221 |
| 40,720,111 |
| 50.00% |
| 50.00% |
Nova Agrícola Ponte Alta S.A. | 160,693,378 |
| 66,607,405 |
| 41.45% |
| 41.45% |
Nova Amaralina S.A Propriedades Agrícolas | 30,603,159 |
| 12,685,010 |
| 41.45% |
| 41.45% |
Nova Santa Bárbara Agrícola S.A. | 32,336,994 |
| 13,403,684 |
| 41.45% |
| 41.45% |
Terras da Ponte Alta S.A.l | 16,066,329 |
| 6,659,494 |
| 41.45% |
| 41.45% |
Castanheira Propriedades Agrícolas S.A. | 83,850,938 |
| 34,756,214 |
| 41.45% |
| 41.45% |
Manacá Propriedades Agrícolas S.A. | 128,977,921 |
| 53,461,349 |
| 41.45% |
| 41.45% |
Paineira Propriedade Agrícolas S.A. | 132,667,061 |
| 54,990,497 |
| 41.45% |
| 41.45% |
Tellus Brasil Participações S.A. | 119,063,044 |
| 71,609,945 |
| 61.14% |
| 19.57% |
Janus Brasil Participações S.A. | 286,370,051 |
| 173,464,883 |
| 60.57% |
| 19.57% |
Duguetiapar Empreendimentos e Participações S.A. | 3,573,842 |
| 2,163,979 |
| 60.55% |
| 19.57% |
Gamiovapar Empreendimentos e Participações S.A. | 12,912,970 |
| 7,819,194 |
| 60.55% |
| 19.57% |
Moove |
|
|
|
|
|
|
|
Moove Lubricants Holdings | 34,963,764 |
| 24,474,635 |
| 70.00% |
| 70.00% |
Rumo |
|
|
|
|
|
|
|
Rumo S.A. (ii) | 1,854,868,949 |
| 562,529,490 |
| 30.42% |
| 30.42% |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| At January 1, |
| Interest in |
| Change of equity interest in subsidiary |
| Other comprehensive income |
| Dividends |
| Capital |
| Other |
| At March 31, |
| Dividend |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. | 4,766,466 |
| 112,224 |
| (727) |
| 705 |
| — |
| — |
| 3,165 |
| 4,881,833 |
| 51,986 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda | 1,257 |
| 29 |
| — |
| — |
| — |
| — |
| — |
| 1,286 |
| — |
Cosan Nove Participações S.A. | 7,810,778 |
| (236,250) |
| — |
| 28,837 |
| — |
| — |
| 5,110 |
| 7,608,475 |
| — |
Cosan Dez Participações S.A. | 5,179,164 |
| 138,658 |
| — |
| (25,508) |
| — |
| — |
| — |
| 5,292,314 |
| 11,717 |
Pasadena Empreendimentos e Participações S.A. | 1,452 |
| (30) |
| — |
| — |
| — |
| — |
| — |
| 1,422 |
| — |
Cosan Limited Partners Brasil Consultoria Ltda | 278 |
| (60) |
| — |
| — |
| — |
| — |
| — |
| 218 |
| — |
Other | 25,112 |
| 924 |
| — |
| 419 |
| — |
| — |
| — |
| 26,455 |
| — |
Cosan Oito S.A. | 10,376,283 |
| 651,398 |
| — |
| (15,253) |
| (210,000) |
| 4,070,000 |
| (634) |
| 14,871,794 |
| — |
Atlântico Participações Ltda | 902,421 |
| (8) |
| — |
| — |
| — |
| — |
| — |
| 902,413 |
| 190 |
Cosan Global | 119,355 |
| 3,990 |
| — |
| — |
| — |
| — |
| — |
| 123,345 |
| — |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. | 1,153,530 |
| 6,573 |
| — |
| — |
| (7,670) |
| (238) |
| — |
| 1,152,195 |
| 8,199 |
Radar Propriedades Agrícolas S.A. | 215,346 |
| 389 |
| — |
| — |
| — |
| — |
| — |
| 215,735 |
| — |
Nova Agrícola Ponte Alta S.A. | 441,821 |
| 2,231 |
| — |
| — |
| (3,316) |
| — |
| — |
| 440,736 |
| 1,960 |
Nova Santa Bárbara Agrícola S.A. | 27,948 |
| 150 |
| — |
| — |
| — |
| — |
| — |
| 28,098 |
| 1,712 |
Nova Amaralina S.A. Propriedades Agrícolas | 220,184 |
| 1,139 |
| — |
| — |
| — |
| — |
| — |
| 221,323 |
| — |
Terras da Ponte Alta S.A. | 92,122 |
| 113 |
| — |
| — |
| (415) |
| — |
| — |
| 91,820 |
| 11,074 |
Paineira Propriedades Agrícolas S.A. | 210,735 |
| 1,654 |
| — |
| — |
| (2,073) |
| — |
| — |
| 210,316 |
| 4,433 |
Manacá Propriedades Agrícolas S.A. | 209,644 |
| 1,676 |
| — |
| — |
| (1,244) |
| — |
| — |
| 210,076 |
| 2,694 |
Castanheira Propriedades Agrícolas S.A. | 331,453 |
| 1,218 |
| — |
| — |
| (207) |
| — |
| — |
| 332,464 |
| 4,863 |
Tellus Brasil Participações S.A. | 774,837 |
| 4,778 |
| — |
| — |
| (10,298) |
| (2,484) |
| — |
| 766,833 |
| — |
Janus Brasil Participações S.A. | 1,122,692 |
| 9,279 |
| — |
| — |
| (9,102) |
| — |
| — |
| 1,122,869 |
| — |
Duguetiapar Empreendimentos e Participações S.A. | 17,721 |
| 164 |
| — |
| — |
| (1) |
| (2,505) |
| — |
| 15,379 |
| — |
Gamiovapar Empreendimentos e Participações S.A. | 114,336 |
| 745 |
| — |
| — |
| — |
| — |
| — |
| 115,081 |
| — |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings | 1,626,216 |
| 126,484 |
| — |
| (16,626) |
| — |
| — |
| 5,328 |
| 1,741,402 |
| 368 |
Other | 627 |
| (34) |
| — |
| 9 |
| — |
| — |
| — |
| 602 |
| — |
Total investments in associates | 35,741,778 |
| 827,434 |
| (727) |
| (27,417) |
| (244,326) |
| 4,064,773 |
| 12,969 |
| 40,374,484 |
| 99,196 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. | (146,276) |
| (3,265) |
| — |
| — |
| — |
| — |
| — |
| (149,541) |
| — |
Total provision for uncovered liability of associates | (146,276) |
| (3,265) |
| — |
| — |
| — |
| — |
| — |
| (149,541) |
| — |
Total | 35,595,502 |
| 824,169 |
| (727) |
| (27,417) |
| (244,326) |
| 4,064,773 |
| 12,969 |
| 40,224,943 |
| 99,196 |
(i) | Dividends receivable by Cosan S.A. from its subsidiaries. | |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
b) Consolidated
| Shares issued |
| Shares held by |
| Cosan |
Rumo |
|
|
|
|
|
Rhall Terminais Ltda | 28,580 |
| 8,574 |
| 30.00% |
Termag - Terminal Marítimo de Guarujá S.A. | 500,000 |
| 99,246 |
| 20.00% |
TGG - Terminal de Granéis do Guarujá S.A. | 79,747,000 |
| 7,914,609 |
| 10.00% |
Elevações Portuárias S.A. | 672,397,254 |
| 134,479,451 |
| 20.00% |
Terminal XXXIX S.A. | 200,000 |
| 99,246 |
| 50.00% |
Compass |
|
|
|
|
|
Gás de Alagoas S.A. – ALGÁS | 810,896,963 |
| 238,728,878 |
| 29.44% |
Companhia de Gás do Ceará – Cegás | 39,400,000 |
| 11,599,428 |
| 29.44% |
CEG Rio S.A. | 1,995,022,625 |
| 746,251,086 |
| 37.41% |
Companhia Paranaense de Gás - Compagás | 33,600,000 |
| 8,232,000 |
| 24.50% |
Companhia Potiguar de Gás – Potigas | 4,245,000 |
| 3,523,350 |
| 83.00% |
Companhia de Gás de Mato Grosso do Sul - Msgás | 61,610,000 |
| 30,188,900 |
| 49.00% |
Companhia de Gás de Santa Catarina - Scgás | 10,749,497 |
| 4,407,293 |
| 41.00% |
Sergipe Gás S.A. – SERGÁS | 1,593,656 |
| 661,363 |
| 41.50% |
Companhia Pernambucana de Gás - Copergás | 163,485,912 |
| 67,846,653 |
| 41.50% |
Cosan Corporate |
|
|
|
|
|
Vale S.A | 4,539,007,580 |
| 190,965,062 |
| 4.93% |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| At January |
| Interest in |
| Dividends |
| Other |
| At March 31, |
| Dividend |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
Rhall Terminais Ltda | 6,170 |
| 611 |
| — |
| — |
| 6,781 |
| — |
Termag - Terminal Marítimo de Guarujá S.A. | 6,018 |
| (371) |
| — |
| — |
| 5,647 |
| — |
TGG - Terminal de Granéis do Guarujá S.A. | 15,960 |
| 865 |
| — |
| — |
| 16,825 |
| — |
Elevações Portuárias S.A. | 217,738 |
| (441) |
| (5,500) |
| — |
| 211,797 |
| — |
Terminal XXXIX S.A. | 66,415 |
| 5,803 |
| (13,877) |
| — |
| 58,341 |
| 11,917 |
Compass |
|
|
|
|
|
|
|
|
|
|
|
Companhia Paranaense de Gás - Compagás | 403,532 |
| 2,522 |
| (1,366) |
| 292 |
| 404,980 |
| 5,961 |
Companhia Pernambucana de Gás - Copergás | — |
| — |
| — |
| — |
| — |
| — |
Companhia de Gás de Santa Catarina - Scgás | 640,332 |
| 6,644 |
| (3,087) |
| — |
| 643,889 |
| 6,673 |
Sergipe Gás S.A. - SERGÁS | — |
| — |
| — |
| — |
| — |
| — |
Companhia de Gás do Ceará - Cegás | — |
| — |
| — |
| — |
| — |
| — |
CEG Rio S.A. | 288,386 |
| 16,939 |
| (330) |
| — |
| 304,995 |
| 21,040 |
Companhia de Gás de Mato Grosso do Sul - Msgás | 297,874 |
| 2,977 |
| (150) |
| — |
| 300,701 |
| 2,507 |
Companhia Potiguar de Gás - Potigas | — |
| — |
| — |
| — |
| — |
| — |
Gás de Alagoas S.A. - Algás | — |
| — |
| — |
| — |
| — |
| — |
Cosan Oito |
|
|
|
|
|
|
|
|
|
|
|
Vale S.A | 15,662,485 |
| 425,876 |
| (577,469) |
| (15,887) |
| 15,495,005 |
| — |
Other | 6,459 |
| (2) |
| — |
| 121 |
| 6,578 |
| — |
| 17,611,369 |
| 461,423 |
| (601,779) |
| (15,474) |
| 17,455,539 |
| 48,098 |
(i) | Dividends receivable by the controlling companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A. | |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
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.
| Shares issued |
| Shares held by non-controlling shareholders |
| Non-controlling interest |
Radar |
|
|
|
|
|
Tellus Brasil Participações S.A. | 119,063,044 |
| 95,250,435 |
| 80.00% |
Janus Brasil Participações S.A. | 286,370,051 |
| 229,096,041 |
| 80.00% |
Duguetiapar Empreendimentos e Participações S.A. | 3,573,842 |
| 2,859,074 |
| 80.00% |
Gamiovapar Empreendimentos e Participações S.A. | 12,912,970 |
| 10,330,376 |
| 80.00% |
Radar Propriedades Agrícolas S.A. | 737,500 |
| 368,750 |
| 50.00% |
Nova Agrícola Ponte Alta S.A. | 160,693,378 |
| 80,346,689 |
| 50.00% |
Terras da Ponte Alta S.A. | 16,066,329 |
| 8,033,165 |
| 50.00% |
Nova Santa Bárbara Agrícola S.A. | 32,336,994 |
| 16,168,497 |
| 50.00% |
Nova Amaralina S.A. | 30,603,159 |
| 15,301,580 |
| 50.00% |
Paineira Propriedades Agrícolas S.A. | 132,667,061 |
| 66,333,531 |
| 50.00% |
Manacá Propriedades Agrícolas S.A. | 128,977,921 |
| 64,488,961 |
| 50.00% |
Castanheira Propriedades Agrícolas S.A. | 83,850,938 |
| 41,925,469 |
| 50.00% |
Radar II Propriedades Agrícolas S.A. | 81,440,221 |
| 40,720,111 |
| 50.00% |
Rumo |
|
|
|
|
|
Rumo S.A. | 1,854,868,949 |
| 1,291,629,301 |
| 69.58% |
Moove |
|
|
|
|
|
Moove Lubricants Holdings | 34,963,764 |
| 10,489,129 |
| 30.00% |
Cosan Corporate |
|
|
|
|
|
Cosan Nove Participações S.A. | 7,663,761,735 |
| 2,062,583,640 |
| 26.91% |
Cosan Limited Partners Brasil Consultoria Ltda. | 160,000 |
| 4,000 |
| 2.50% |
Cosan Dez Participações S.A. | 3,473,458,687 |
| 805,963,829 |
| 23.20% |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
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.
At January 1, |
| Interest in earnings of subsidiaries |
| Capital (reduction) increase |
| Other comprehensive income |
| Dividends |
| Other |
| At March 31, | |
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comgás | 32,145 |
| 2,597 |
| — |
| — |
| (9,926) |
| — |
| 24,816 |
Commit Gás S.A. | 1,562,500 |
| 33,464 |
| — |
| — |
| — |
| 143 |
| 1,596,107 |
Norgás S.A. | 372,030 |
| — |
| — |
| — |
| — |
| — |
| 372,030 |
Biometano Verde Paulínia S.A | 237,981 |
| 815 |
| — |
| — |
| — |
| — |
| 238,796 |
Compass Gás e Energia | 790,672 |
| 33,747 |
| — |
| (4,312) |
| (116,872) |
| (218) |
| 703,017 |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. | 11,104,589 |
| 256,095 |
| — |
| 8 |
| — |
| 7,489 |
| 11,368,181 |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings | 695,848 |
| 54,207 |
| — |
| (7,125) |
| — |
| 2,828 |
| 745,758 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil | 7 |
| (2) |
| — |
| — |
| — |
| — |
| 5 |
Cosan Nove Participações S.A. | 2,567,019 |
| (120,839) |
| — |
| 10,619 |
| — |
| 1,882 |
| 2,458,681 |
Cosan Dez Participações S.A. | 1,512,041 |
| 119,631 |
| — |
| (7,580) |
| — |
| (127) |
| 1,623,965 |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. | 4,743,201 |
| 37,616 |
| — |
| — |
| (37,202) |
| — |
| 4,743,615 |
Tellus Brasil Participações S.A. | 3,156,328 |
| 19,529 |
| (10,153) |
| — |
| (42,090) |
| — |
| 3,123,614 |
Gamiovapar Empreendimentos e Participações S.A. | 472,244 |
| 3,045 |
| — |
| — |
| — |
| — |
| 475,289 |
Duguetiapar Empreendimentos e Participações S.A. | 66,715 |
| 670 |
| (10,238) |
| — |
| (4) |
| — |
| 57,143 |
Radar II Propriedades Agrícolas S.A. | 1,089,154 |
| 6,573 |
| (238) |
| — |
| (7,670) |
| — |
| 1,087,819 |
Radar Propriedades Agrícolas S.A. | 204,444 |
| 389 |
| — |
| — |
| — |
| — |
| 204,833 |
Nova Agrícola Ponte Alta S.A. | 417,013 |
| 2,231 |
| — |
| — |
| (3,316) |
| — |
| 415,928 |
Nova Amaralina S.A. Propriedades Agrícolas | 29,893 |
| 1,139 |
| — |
| — |
| — |
| — |
| 31,032 |
Nova Santa Bárbara Agrícola S.A. | 197,833 |
| 150 |
| — |
| — |
| — |
| — |
| 197,983 |
Terras da Ponte Alta S.A. | 84,251 |
| 113 |
| — |
| — |
| (415) |
| — |
| 83,949 |
Paineira Propriedades Agrícolas S.A. | 199,303 |
| 1,654 |
| — |
| — |
| (2,073) |
| — |
| 198,884 |
Manacá Propriedades Agrícolas S.A. | 199,584 |
| 1,676 |
| — |
| — |
| (1,244) |
| — |
| 200,016 |
Castanheira Propriedades Agrícolas S.A. | 291,078 |
| 1,219 |
| — |
| — |
| (207) |
| — |
| 292,090 |
| 30,025,873 |
| 455,719 |
| (20,629) |
| (8,390) |
| (221,019) |
| 11,997 |
| 30,243,551 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The movements in the investment in subsidiaries jointly in the parent company were as follows:
|
| Raízen S.A. |
| Radar Gestão |
| Total |
Shares issued by the joint venture |
| 10,352,509,484 |
| 8,800,000 |
|
|
Shares held by Cosan |
| 517,625,474 |
| 4,400,000 |
|
|
Cosan ownership interest |
| 5.01% |
| 50.00% |
|
|
At January 1, 2024 |
| 1,320,592 |
| — |
| 1,320,592 |
Interest in earnings of joint ventures |
| (45,766) |
| (108) |
| (45,874) |
Other comprehensive (losses) income |
| 5,953 |
| — |
| 5,953 |
Capital increase |
| — |
| 4,337 |
| 4,337 |
Dividends |
| (13,587) |
| — |
| (13,587) |
At March 31, 2024 |
| 1,267,192 |
| 4,229 |
| 1,271,421 |
The movements in the investment in subsidiaries together in the consolidated were as follows:
| Raízen S.A. |
| Terminal Alvorada S.A |
| Radar Gestão |
| Total |
Shares issued by the joint venture | 10,352,509,484 |
| 100,197,076 |
| 8,800,000 |
|
|
Shares held by Cosan | 4,557,597,117 |
| 50,098,538 |
| 4,400,000 |
|
|
Cosan ownership interest | 5.01% |
| 50.00% |
| 50.00% |
|
|
Cosan's indirect shareholding | 25.90% |
| — |
| — |
|
|
Total (i) | 30.92% |
| 50.00% |
| 50.00% |
|
|
At January 1, 2024 | 11,693,876 |
| 48,566 |
| — |
| 11,742,442 |
Interest in earnings of joint ventures | (402,962) |
| (838) |
| (108) |
| (403,908) |
Other comprehensive (losses) income | 52,403 |
| — |
| — |
| 52,403 |
Capital increase (ii) | — |
| — |
| 4,337 |
| 4,337 |
Dividends | (119,646) |
| — |
| — |
| (119,646) |
At March 31, 2024 | 11,223,671 |
| 47,728 |
| 4,229 |
| 11,275,628 |
Raízen S.A | |
(i) | The Company's total interest in Raízen S.A. is made up of 5.01% direct participation and 39.12% indirect participation through Cosan Nove. The disclosed percentage of 25.90% refers to the economic benefit calculated by the result of Cosan S.A's participation in its subsidiary Cosan Nove of 66.16% multiplied by the participation of 39.12%. |
For the Company's consolidated information, direct and indirect interests are added together and the impact relating to the participation of non-controlling shareholders in Cosan Nove is shown in the result line attributed to non-controlling shareholders. | |
The balance sheet statement and the income statement of the jointly owned subsidiary Raízen S.A. are disclosed in note 4 – Information by segment. | |
As of December 31, 2023, the Company was in compliance with the covenants of the agreement governing the joint venture. | |
Radar Gestão de Invest. S.A | |
(ii) | On March 1, 2024, the Company contributed R$4,337 to the formation of the Radar Gestão de Invest joint venture. S.A. with Nuveen Natural Capital Latam Gestora de Ativos Ltda, whose objective is the management and administration of real estate property in the Radar segment. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of carrying amount:
| Consolidated |
| Parent Company | ||||||||||||
| Land, buildings |
| Machines, |
| Wagons and locomotives (i) |
| Permanent easement |
| Construction in progress |
| Other assets |
| Total |
| Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2024 | 2,217,585 |
| 2,099,263 |
| 8,698,521 |
| 12,852,330 |
| 4,785,955 |
| 738,737 |
| 31,392,391 |
| 83,446 |
Additions | 3,612 |
| 823 |
| — |
| - |
| 1,090,652 |
| 234 |
| 1,095,321 |
| 195 |
Write-offs | (132) |
| (6,963) |
| (420,901) |
| (4,665) |
| (56) |
| (1,061) |
| (433,778) |
| (7) |
Transfers (ii) | 4,210 |
| 21,522 |
| 503,104 |
| 264,801 |
| (798,933) |
| 18,416 |
| 13,120 |
| (16) |
Exchange differences | 5,553 |
| 10,975 |
| — |
| — |
| 732 |
| 7,636 |
| 24,896 |
| — |
At March 31, 2024 | 2,230,828 |
| 2,125,620 |
| 8,780,724 |
| 13,112,466 |
| 5,078,350 |
| 763,962 |
| 32,091,950 |
| 83,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2024 | (626,951) |
| (907,235) |
| (3,866,953) |
| (4,510,495) |
| (13,379) |
| (227,404) |
| (10,152,417) |
| (43,629) |
Additions | (18,171) |
| (49,222) |
| (157,012) |
| (233,961) |
| — |
| (16,810) |
| (475,176) |
| (2,057) |
Write-offs | - |
| 6,600 |
| 373,389 |
| 399 |
| — |
| 1,001 |
| 381,389 |
| — |
Transfers (ii) | - |
| 7,925 |
| (23,141) |
| - |
| — |
| 132 |
| (15,084) |
| — |
Exchange differences | (1,350) |
| (3,814) |
| — |
| — |
| — |
| (3,644) |
| (8,808) |
| — |
At March 31, 2024 | (646,472) |
| (945,746) |
| (3,673,717) |
| (4,744,057) |
| (13,379) |
| (246,725) |
| (10,270,096) |
| (45,686) |
At January 1, 2024 | 1,590,634 |
| 1,192,028 |
| 4,831,568 |
| 8,341,835 |
| 4,772,576 |
| 511,333 |
| 21,239,974 |
| 39,817 |
At March 31, 2024 | 1,584,356 |
| 1,179,874 |
| 5,107,007 |
| 8,368,409 |
| 5,064,971 |
| 517,237 |
| 21,821,854 |
| 37,932 |
(i) | On March31, 2024, assets, mainly wagons and locomotives in the amount of R$1,390,404 (R$1,390,404 on December 31, 2023), were pledged to guarantee bank loans. |
(ii) | Transfers of property, plant and equipment resulting from capitalization and other reclassifications of those assets. |
b) Capitalization of borrowing costs
In the period ended March 31, 2024, loan costs capitalized in the subsidiary Rumo were R$13,058 (R$16,603 as of December 31, 2023), using an average rate of 11.14% p.a. (12.97% p.a. as of 31 December 2023), while in the subsidiary Compass the capitalized costs were R$ 23,129 at a weighted average rate of 9.47% p.a. (R$ 27,829 and 8.23% p.a. in the period ended December 31, 2023).
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Consolidated |
| Parent Company | ||||||||||||||
| Goodwill |
| Concession right |
| Licenses |
| Brands and patents |
| Customer relationships |
| Other |
| Supply Agreement |
| Total |
| Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2024 | 1,391,974 |
| 24,297,484 |
| 243,044 |
| 155,480 |
| 2,630,947 |
| 635,380 |
| 574,363 |
| 29,928,672 |
| 22,356 |
Additions | — |
| 400 |
| — |
| — |
| 17,703 |
| 14,830 |
| — |
| 32,933 |
| 965 |
Write-offs | — |
| (21,403) |
| — |
| — |
| (60) |
| — |
| — |
| (21,463) |
| — |
Transfers (i) | — |
| 354,199 |
| (509) |
| — |
| — |
| 3,347 |
| — |
| 357,037 |
| 16 |
Assets held for sale | 20,182 |
| 1,319 |
| — |
| 4,271 |
| 53,613 |
| 2,130 |
| — |
| 81,515 |
| — |
At March 31, 2024 | 1,412,156 |
| 24,631,999 |
| 242,535 |
| 159,751 |
| 2,702,203 |
| 655,687 |
| 574,363 |
| 30,378,694 |
| 23,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2024 | — |
| (5,476,918) |
| (63,216) |
| (9,201) |
| (1,288,556) |
| (440,494) |
| — |
| (7,278,385) |
| (15,493) |
Additions | — |
| (225,073) |
| (120) |
| — |
| (55,262) |
| (10,031) |
| — |
| (290,486) |
| (295) |
Write-offs | — |
| 13,221 |
| — |
| — |
| — |
| — |
| — |
| 13,221 |
| — |
Transfers (i) | — |
| — |
| — |
| — |
| — |
| (759) |
| — |
| (759) |
| — |
Exchange differences | — |
| (1,319) |
| — |
| — |
| (10,813) |
| (161) |
| — |
| (12,293) |
| — |
At March 31, 2024 | — |
| (5,690,089) |
| (63,336) |
| (9,201) |
| (1,354,631) |
| (451,445) |
| — |
| (7,568,702) |
| (15,788) |
At January 1, 2024 | 1,391,974 |
| 18,820,566 |
| 179,828 |
| 146,279 |
| 1,342,391 |
| 194,886 |
| 574,363 |
| 22,650,287 |
| 6,863 |
At March 31, 2024 | 1,412,156 |
| 18,941,910 |
| 179,199 |
| 150,550 |
| 1,347,572 |
| 204,242 |
| 574,363 |
| 22,809,992 |
| 7,549 |
(i) | The number of transfers also includes a portion of R$23,967 of intangible assets that was reclassified to financial assets (R$52,272, period ended March 31, 2023). |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Amortization methods and useful lives:
Intangible assets (except goodwill) | Annual amortization rate | 03/31/2024 |
| 12/31/2023 | ||
Concession rights: |
|
|
|
| ||
Compass (i) | From 3.54% to 4.58% | 12,459,311 |
| 12,307,964 | ||
Rumo (ii) | 1.59% | 6,482,599 |
| 6,512,602 | ||
|
| 18,941,910 |
| 18,820,566 | ||
Licenses and authorizations |
|
|
|
| ||
Operating license for port terminal | 3.70% | 47,101 |
| 47,610 | ||
Moove | 5.00% | 132,098 |
| 132,218 | ||
|
| 179,199 |
| 179,828 | ||
Trademarks |
|
|
|
| ||
Comma | Indefinity | 48,188 |
| 47,015 | ||
Petrochoice (iii) | Indefinity | 99,923 |
| 96,826 | ||
Tirreno (iii) | Indefinity | 2,439 |
| 2,438 | ||
|
| 150,550 |
| 146,279 | ||
Customers relationship |
|
|
|
| ||
Compass | 20.00% | 263,058 |
| 280,111 | ||
Moove (iii) | 5% to 30% | 1,084,514 |
| 1,062,280 | ||
|
| 1,347,572 |
| 1,342,391 | ||
Supply Agreement |
|
|
|
| ||
Compass | 5.00% | 574,363 |
| 574,363 | ||
|
| 574,363 |
| 574,363 | ||
Others |
|
|
|
| ||
Software license | 20.00% | 168,998 |
| 90,162 | ||
Others | 20.00% | 35,244 |
| 104,724 | ||
|
| 204,242 |
| 194,886 | ||
|
|
|
|
| ||
Total |
| 21,397,835 |
| 21,258,313 |
(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 railway concession agreement. The amount will be amortized until the end of the concession in 2079; |
(iii) | Authorization for: (i) lubrication and contamination control solutions, (ii) production and sale of lubricating oils, additives and fluids. |
| Compass |
| Moove |
| Total |
At January 1, 2024 | 1,041,421 |
| 10,684 |
| 1,052,105 |
Additions | 320,030 |
| 11,764 |
| 331,794 |
Write-offs | — |
| (7,752) |
| (7,752) |
Transfers (i) | (378,281) |
| — |
| (378,281) |
At March 31, 2024 | 983,170 |
| 14,696 |
| 997,866 |
(i) | The amount of transfers also includes a portion of the intangible asset that was reclassified to a financial asset. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
During the period ended March 31, 2023, through its subsidiaries, R$28,070 were added to internally generated intangible assets (R$27,805 in the period ended March 31, 2023), through the capitalization of labor.
a) Capitalization of borrowing costs
During the period ended March 31, 2023, the indirect subsidiary Comgás capitalized R$19,797 at a weighted average rate of 10,62% p.a. (R$21,681 at 13.12% p.a. in the period ended March 31, 2023).
During the period ended March 31, 2024, the indirect subsidiary Sulgás capitalized R$403 at a weighted average rate of 5,81% p.a. (R$126 at 5.81% p.a. in the period ended March 31, 2023).
| Consolidated |
| Parent company | ||||||||||||||
| Land, buildings and improvements |
| Machine, equipment, and installations |
| Wagons and locomotives |
| Software |
| Vehicles |
| Floating storage and regasification |
| Railway and port infrastructure |
| Total |
| Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2024 | 524,894 |
| 521,120 |
| 943,428 |
| 85,949 |
| 60,164 |
| 1,533,969 |
| 8,096,285 |
| 11,765,809 |
| 42,655 |
Additions | 4,286 |
| 5,695 |
| — |
| — |
| 7,683 |
| — |
| — |
| 17,664 |
| — |
Contractual readjustments | 1,198 |
| 648 |
| 9,412 |
| 1,771 |
| 21 |
| — |
| (14,939) |
| (1,889) |
| — |
Write-offs | (272) |
| (550) |
| — |
| — |
| (1,608) |
| — |
| — |
| (2,430) |
| — |
Exchange differences | 6,351 |
| 1,095 |
| — |
| — |
| 565 |
| — |
| — |
| 8,011 |
| — |
At March 31, 2024 | 536,457 |
| 528,008 |
| 952,840 |
| 87,720 |
| 66,825 |
| 1,533,969 |
| 8,081,346 |
| 11,787,165 |
| 42,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
At January 1, 2024 | (195,073) |
| (146,748) |
| (468,555) |
| (25,354) |
| (34,737) |
| (38,349) |
| (1,343,475) |
| (2,252,291) |
| (20,455) |
Additions | (22,140) |
| (14,266) |
| (8,684) |
| (1,117) |
| (2,967) |
| (19,175) |
| (79,024) |
| (147,373) |
| (1,499) |
Write-offs | 219 |
| 247 |
| — |
| — |
| (1,153) |
| — |
| — |
| (687) |
| — |
Exchange differences | (2,031) |
| (1,031) |
| — |
| — |
| (216) |
| — |
| — |
| (3,278) |
| — |
At March 31, 2024 | (219,025) |
| (161,798) |
| (477,239) |
| (26,471) |
| (39,073) |
| (57,524) |
| (1,422,499) |
| (2,403,629) |
| (21,954) |
At January 1, 2024 | 329,821 |
| 374,372 |
| 474,873 |
| 60,595 |
| 25,427 |
| 1,495,620 |
| 6,752,810 |
| 9,513,518 |
| 22,200 |
At March 31, 2024 | 317,432 |
| 366,210 |
| 475,601 |
| 61,249 |
| 27,752 |
| 1,476,445 |
| 6,658,847 |
| 9,383,536 |
| 20,701 |
| Investment properties |
At January 1, 2024 | 15,976,126 |
Additions | 1,740 |
At March 31, 2024 | 15,977,866 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Considering the current gas supply contracts, the subsidiaries have financial commitment that totaled an estimated present value of R$ 46,190,349, the amount of which includes the minimum volume established in the contract, both in commodities and in transportation, with a term until December 2034.
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) | The amendment to renew the Malha Paulista concession, which provides for the execution throughout the concession of a set of investment projects to increase capacity and reduce urban conflicts, estimated by the agency at R$6,100,000 (value updated until December 2017). Of this amount, around R$3,000,000 make up the bond book. |
(ii) | The Malha Central subconcession contract provides for investments with a fixed term (from one to three years from the signing of the contract), estimated by ANTT at R$645,573. |
| 03/31/2024 |
| 12/31/2023 |
Court discussion: |
|
|
|
Rumo Malha Oeste S.A. | 2,263,581 |
| 2,206,945 |
| 2,263,581 |
| 2,206,945 |
|
|
|
|
Railroad concession: |
|
|
|
Rumo Malha Paulista S.A. | 1,097,976 |
| 1,067,256 |
| 1,097,976 |
| 1,067,256 |
|
|
|
|
Concessions and grants: |
|
|
|
Rumo Malha Sul S.A. | 73,745 |
| 76,191 |
Rumo Malha Paulista S.A. | 207,894 |
| 190,282 |
Rumo Malha Central S.A. | 26,249 |
| 24,699 |
| 307,888 |
| 291,172 |
|
|
|
|
Total | 3,669,445 |
| 3,565,373 |
|
|
|
|
Current | 269,227 |
| 250,971 |
Non-current | 3,400,218 |
| 3,314,402 |
| 3,669,445 |
| 3,565,373 |
a) Disputed lease and concession:
On July 21, 2020, Rumo filed with the National Land Transport Agency (Agência Nacional de Transportes Terrestres – “ANTT”) a request to participate in a third-party re-bidding process for the Concession Agreement entered into between Malha Oeste and the Federal Government, through the Ministry of Transport ("Rebidding Process"), in accordance with Law No. 13,448 of June 5, 2017 and Decree No. 9,957 of August 8, 2019. An amendment to the concession agreement was signed, and as a result, the economic and financial rebalancing action filed by Rumo Malha Oeste against the Union, which had a decision of origin from the lower court and was awaiting a ruling from the Federal Regional Court, was suspended by joint decision of the parties.
The total amount of judicial deposits related to the aforementioned cases is R$26,491 (R$26,064 on December 31, 2023).
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
b) Leases and grants within the scope of CPC 04/IFRS 16
| 03/31/2024 |
| 12/31/2023 |
Leases: |
|
|
|
Rumo Malha Sul S.A. | 407,095 |
| 452,701 |
Rumo Malha Paulista S.A. | 404,798 |
| 422,173 |
Rumo Malha Oeste S.A. | 118,142 |
| 131,038 |
| 930,035 |
| 1,005,912 |
|
|
|
|
Grants: |
|
|
|
Rumo Malha Paulista S.A. (renewal) | 941,390 |
| 919,011 |
Rumo Malha Central S.A. | 962,501 |
| 940,456 |
| 1,903,891 |
| 1,859,467 |
|
|
|
|
Total | 2,833,926 |
| 2,865,379 |
|
|
|
|
Current | 352,838 |
| 358,464 |
Non-current | 2,481,088 |
| 2,506,915 |
| 2,833,926 |
| 2,865,379 |
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Tax debts installments | 213,089 |
| 211,226 |
| 219,087 |
| 217,348 |
ICMS | 8 |
| — |
| 243,310 |
| 190,474 |
COFINS | 48,071 |
| 96,905 |
| 129,780 |
| 177,720 |
PIS | 2,203 |
| 12,951 |
| 17,494 |
| 27,073 |
Social Security charges | 60,182 |
| 62,249 |
| 84,531 |
| 87,214 |
IRRF | — |
| — |
| 32,086 |
| 14,133 |
Other | 554 |
| 2,082 |
| 99,996 |
| 122,998 |
|
|
|
|
|
|
|
|
| 324,107 |
| 385,413 |
| 826,284 |
| 836,960 |
|
|
|
|
|
|
|
|
Current | 162,818 |
| 226,556 |
| 660,759 |
| 673,718 |
Non-current | 161,289 |
| 158,857 |
| 165,525 |
| 163,242 |
Total | 324,107 |
| 385,413 |
| 826,284 |
| 836,960 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of income tax and social contribution expenses: |
|
| Parent Company |
| Consolidated | ||||
|
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Income before income tax and social contribution |
| (662,337) |
| (1,147,090) |
| 247,907 |
| 385,452 |
Income tax and social contribution at nominal rate (34%) |
| 225,195 |
| 390,010 |
| (84,288) |
| (131,054) |
Adjustments for calculating the effective rate |
|
|
|
|
|
|
|
|
Equity income |
| 264,620 |
| (153,911) |
| 22,736 |
| 365,853 |
Result of companies abroad |
| — |
| — |
| (1,844) |
| (16,351) |
Operating profit |
| — |
| — |
| 91,036 |
| 40,809 |
Interest on equity |
| — |
| — |
| — |
| 50 |
Goodwill amortization effect |
| — |
| — |
| 318 |
| — |
Permanent differences (donations, gifts, etc.) |
| — |
| — |
| (1,891) |
| (3,793) |
Unrecognized tax losses and temporary differences |
| — |
| — |
| (67,150) |
| (46,972) |
ICMS benefit - extemporaneous |
| — |
| — |
| 1,010 |
| 5,525 |
ICMS benefit - current year |
| — |
| — |
| 5,093 |
| 68,409 |
Dividend income |
| — |
| — |
| — |
| 136,936 |
Provision for non-realization of the benefit of the covenant Federative |
| — |
| — |
| — |
| (1,187,750) |
Provision for non-realization of the benefit of the covenant Federal - Interest and Fine |
| — |
| — |
| 7,646 |
| (101,135) |
Selic on indebtedness |
| 4,044 |
| 7,019 |
| 19,141 |
| 42,363 |
Other |
| (23,697) |
| (159) |
| 23,830 |
| 22,926 |
Income tax and social contribution (current and deferred) |
| 470,162 |
| 242,959 |
| 15,637 |
| (804,184) |
|
|
|
|
|
|
|
|
|
Effective rate - % |
| (70.99%) |
| (21.18%) |
| 6.31% |
| (208.63%) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
b) Deferred income tax assets and liabilities
Below are presented the tax effects of temporary differences that give rise to significant parts of the company's deferred tax assets and liabilities:
| Parent Company |
| Consolidated | |||||
|
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Deferred tax assets from: |
|
|
|
|
|
|
|
|
Income taxes losses |
| 1,152,368 |
| 945,685 |
| 3,016,862 |
| 2,714,996 |
Negative base of social contribution |
| 415,387 |
| 340,981 |
| 1,038,525 |
| 929,055 |
Temporary differences |
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and financing |
| 1,281,426 |
| 1,165,734 |
| 1,409,904 |
| 1,292,954 |
Provision for lawsuits |
| 90,721 |
| 95,780 |
| 233,166 |
| 218,881 |
Impairment provision (Rumo Malha Oeste) |
| — |
| — |
| 25,516 |
| 27,072 |
Post-employment benefit obligation |
| — |
| — |
| 151,974 |
| 150,336 |
Provisions for uncertain tax credits and tax losses |
| — |
| — |
| 37,663 |
| 34,511 |
Provision for non-occurrence of taxes |
| 6,985 |
| 6,985 |
| 72,668 |
| 73,641 |
Share-based payment transactions |
| 71,491 |
| 64,065 |
| 172,215 |
| 157,825 |
Lease |
| 2,475 |
| 2,497 |
| 180,819 |
| 161,840 |
Unrealized loss with derivatives |
| 265,381 |
| 165,978 |
| 689,828 |
| 823,286 |
Provisions for profit sharing |
| 20,257 |
| 36,020 |
| 68,149 |
| 159,994 |
Business Combination - Intangible |
| — |
| — |
| 125,091 |
| 124,379 |
Business combination – Fixed assets fixed assets |
| — |
| — |
| 3,151 |
| 24,795 |
Other provisions |
| — |
| — |
| 740,310 |
| 691,162 |
Deferred on pre-operating income |
| — |
| — |
| 116,389 |
| 87,454 |
Regulatory asset (liability) |
| — |
| — |
| 6,896 |
| 6,661 |
Other |
| 178,873 |
| 208,331 |
| 376,338 |
| 391,444 |
Total |
| 3,485,364 |
| 3,032,056 |
| 8,465,464 |
| 8,070,286 |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
Exchange rate variation - Loans and financing |
| — |
| — |
| (131,764) |
| (195,232) |
Provision for lawsuits |
| — |
| — |
| (408) |
| (408) |
Useful life review |
| — |
| — |
| (475,601) |
| (456,093) |
Business combination – fixed assets |
| — |
| — |
| (148,896) |
| (148,872) |
Tax goodwill |
| — |
| — |
| (622,661) |
| (618,758) |
Unrealized income with derivatives |
| — |
| — |
| (305,184) |
| (299,965) |
Fair value adjustment on debt |
| — |
| — |
| (381,326) |
| (281,784) |
Marketable securities |
| — |
| — |
| (77,437) |
| (77,437) |
Investment properties |
| — |
| — |
| (455,820) |
| (455,773) |
Goods intended for sale |
| — |
| — |
| (10,555) |
| (10,546) |
Effects on the formation of joint ventures |
| (103,791) |
| (103,992) |
| (103,791) |
| (103,992) |
Business Combination - Intangible |
| — |
| — |
| (4,395,227) |
| (4,426,881) |
Post-employment obligations |
| — |
| — |
| (4,641) |
| (4,641) |
Lease |
| — |
| — |
| (12,193) |
| (10,034) |
Provisions |
| — |
| — |
| (34) |
| (449,153) |
Other (ii) |
| (430,319) |
| (449,153) |
| (636,398) |
| (147,120) |
Total |
| (534,110) |
| (553,145) |
| (7,761,936) |
| (7,686,689) |
Total deferred taxes recorded |
| 2,951,254 |
| 2,478,911 |
| 703,528 |
| 383,597 |
Deferred tax assets |
| 2,951,254 |
| 2,478,911 |
| 5,997,558 |
| 5,609,030 |
Deferred tax liabilities |
| — |
| — |
| (5,294,030) |
| (5,225,433) |
Total deferred, net |
| 2,951,254 |
| 2,478,911 |
| 703,528 |
| 383,597 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
(i) | Refers mainly to the tax loss recognized on the capital contribution in a controlled company. |
Deferred income tax and social contribution inactivated
As of March 31, 2024, the balance of inactivated income tax and social contribution is R$2,685,187 and refers mainly to tax losses and temporary differences of the subsidiary Rumo S.A, of the indirect subsidiaries Rumo Malha Sul and Rumo Malha Oeste, which under current conditions do not meet the requirements for the accounting of said deferred income tax and social contribution asset due to the lack of predictability of future generation of tax profits.
c) Changes in deferred tax assets and liabilities:
ASSETS | Parent Company | ||||||||||||
Tax loss and negative base |
| Employee benefits |
| Unrealized loss with derivatives |
| Provisions |
| Leases |
| Others |
| Total | |
At January 1, 2024 | 1,286,666 |
| 100,085 |
| 165,978 |
| 102,765 |
| 2,497 |
| 1,374,065 |
| 3,032,056 |
Credited / charged from income for the period | 281,089 |
| (8,337) |
| 99,403 |
| (5,059) |
| (22) |
| (29,458) |
| 337,616 |
Foreign exchange differences | — |
| — |
| — |
| — |
| — |
| 115,692 |
| 115,692 |
At March 31, 2024 | 1,567,755 |
| 91,749 |
| 265,381 |
| 97,706 |
| 2,475 |
| 1,460,299 |
| 3,485,364 |
| Parent Company | ||||
| Effects on the formation of joint venture |
| Other |
| Total |
At January 1, 2024 | (103,992) |
| (449,153) |
| (553,145) |
Credited / charged from income for the period | 201 |
| 20,502 |
| 20,703 |
Recognized in shareholders' equity | — |
| (1,668) |
| (1,668) |
At March 31, 2024 | (103,791) |
| (430,319) |
| (534,110) |
|
|
|
|
|
|
Total deferred taxes recognized |
|
|
| 2,951,254 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Assets:
| Consolidated | ||||||||||||||||
| Tax loss and negative basis |
| Post-employment obligations |
| Employee benefits |
| Provisions |
| Leases |
| Unrealized gains on derivatives |
| Intangible assets |
| Others |
| Total |
At January 1, 2024 | 3,644,051 |
| 150,336 |
| 317,819 |
| 1,045,267 |
| 161,840 |
| 823,286 |
| 124,379 |
| 1,803,308 |
| 8,070,286 |
Credited / charged from income for the period | 411,336 |
| 1,638 |
| (77,455) |
| 62,451 |
| 18,979 |
| (133,458) |
| 712 |
| (7,580) |
| 276,623 |
Recognized in shareholders' equity | — |
| — |
| — |
| 1,605 |
| — |
| — |
| — |
| — |
| 1,605 |
Foreign exchange differences | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 116,950 |
| 116,950 |
At March 31, 2024 | 4,055,387 |
| 151,974 |
| 240,364 |
| 1,109,323 |
| 180,819 |
| 689,828 |
| 125,091 |
| 1,912,678 |
| 8,465,464 |
Liabilities:
| Consolidated | ||||||||||||||||||
| Effects on the formation of joint ventures |
| Post-employment obligations |
| Intangible assets |
| Unrealized gains on derivatives |
| Property, plant and equipment |
| Fair value adjustment |
| Leases |
| Provisions |
| Other |
| Total |
At January 1, 2024 | (103,992) |
| (4,641) |
| (4,426,881) |
| (299,965) |
| (456,093) |
| (281,784) |
| (10,034) |
| (449,561) |
| (1,653,738) |
| (7,686,689) |
Credited / charged from income for the period | 201 |
| — |
| 31,654 |
| (5,219) |
| (19,508) |
| (99,542) |
| (2,159) |
| 449,153 |
| (448,120) |
| (93,540) |
Recognized in shareholders' equity | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 18,293 |
| 18,293 |
At March 31, 2024 | (103,791) |
| (4,641) |
| (4,395,227) |
| (305,184) |
| (475,601) |
| (381,326) |
| (12,193) |
| (408) |
| (2,083,565) |
| (7,761,936) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 703,528 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
As of March 31, 2024 and December 31, 2023, the Corporation had contingent liabilities and judicial deposits pertaining to:
| Provision for lawsuits | ||||||
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Tax | 254,248 |
| 272,063 |
| 795,081 |
| 813,732 |
Civil, environmental and regulatory(i) | 79,035 |
| 73,744 |
| 532,081 |
| 512,979 |
Labor | 52,930 |
| 55,286 |
| 427,562 |
| 387,692 |
| 386,213 |
| 401,093 |
| 1,754,724 |
| 1,714,403 |
|
|
|
|
|
|
|
|
(i) | In the period ended March 31, 2024, we highlight the agreement entered into with the Municipality of São Paulo for the resolution of administrative/judicial pendency, as well as the judgment in the 2nd instance of a judicial proceeding inherent to the Public Services Regulatory Agency of the State of São Paulo (ARSESP) in the amount of R$12,583, as well as an agreement signed with the Municipality of São Paulo for the resolution of administrative/judicial issues, through its indirect subsidiary Comgás. |
| Judicial deposit | ||||||
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Tax(i) | 379,083 |
| 373,779 |
| 750,716 |
| 652,236 |
Civil, environmental and regulatory | 14,798 |
| 16,126 |
| 124,462 |
| 114,724 |
Labor | 13,270 |
| 13,584 |
| 128,806 |
| 128,941 |
| 407,151 |
| 403,489 |
| 1,003,984 |
| 895,901 |
(i) | On January 31, 2024, its subsidiary Comgás made judicial deposits in the amount of R$ 90,410 in a lawsuit to discuss the deductibility, from the IRPJ and CSLL calculation basis, of default interest on tax debts. |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Changes in provisions for lawsuits:
| Parent Company | ||||||
| Tax |
| Civil, environmental, and regulatory |
| Labor |
| Total |
At December 31, 2023 | 272,063 |
| 73,744 |
| 55,286 |
| 401,093 |
Provisioned in the period | 7,612 |
| 2,398 |
| 453 |
| 10,463 |
Write-offs by reversal / payment | (1,245) |
| (406) |
| (1,786) |
| (3,437) |
Interest (i) | (24,182) |
| 3,299 |
| (1,023) |
| (21,906) |
At December 31,2023 | 254,248 |
| 79,035 |
| 52,930 |
| 386,213 |
Consolidated | |||||||
| Tax |
| Civil, environmental, and regulatory |
| Labor |
| Total |
At December 31, 2023 | 813,732 |
| 512,979 |
| 387,692 |
| 1,714,403 |
Provisioned in the period | 9,654 |
| 36,160 |
| 39,745 |
| 85,559 |
Write-offs by reversal / payment | (5,969) |
| (46,979) |
| (26,240) |
| (79,188) |
Interest (i) | (22,336) |
| 29,921 |
| 26,365 |
| 33,950 |
At December 31,2023 | 795,081 |
| 532,081 |
| 427,562 |
| 1,754,724 |
(i) | Includes write-off of interest due to reversal. |
The Company has debts secured by assets or by means of cash deposits, bank guarantees or guarantee insurance.
The Company has probable indemnity lawsuits in addition to those mentioned, and as they represent contingent assets, they were not reported.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Probable losses
Tax: The main tax proceedings for which the risk of loss is probable are described below:
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Compensation with FINSOCIAL | — |
| — |
| 329,083 |
| 326,220 |
INSS | 78,287 |
| 77,254 |
| 100,477 |
| 100,149 |
ICMS credit | 80,244 |
| 99,864 |
| 149,458 |
| 174,860 |
PIS and COFINS | 33,178 |
| 32,832 |
| 33,646 |
| 33,244 |
IPI | 57,001 |
| 56,638 |
| 63,785 |
| 63,358 |
IRPJ and CSLL | 1,110 |
| 1,102 |
| 10,846 |
| 10,698 |
Other | 4,428 |
| 4,373 |
| 107,786 |
| 105,203 |
| 254,248 |
| 272,063 |
| 795,081 |
| 813,732 |
b) Possible losses
The main lawsuits for which we anticipate a risk of loss as possible are outlined below:
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Tax | 4,989,393 |
| 4,934,309 |
| 15,913,035 |
| 15,703,294 |
Civil, environmental and regulatory | 1,074,335 |
| 1,045,171 |
| 6,392,422 |
| 7,166,011 |
Labor | 9,326 |
| 9,168 |
| 773,102 |
| 805,222 |
| 6,073,054 |
| 5,988,648 |
| 23,078,559 |
| 23,674,527 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Tax:
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Isolated fine - Federal tax | — |
| — |
| 826,245 |
| 792,496 |
IRPJ/CSLL (i) | 1,290,510 |
| 1,280,245 |
| 6,544,397 |
| 6,316,155 |
ICMS -Tax on circulation of goods | 1,212,197 |
| 1,205,621 |
| 3,071,886 |
| 2,962,716 |
IRRF | 1,436 |
| — |
| 1,105,843 |
| 1,226,223 |
PIS and COFINS | 1,303,907 |
| 1,286,634 |
| 2,128,624 |
| 2,293,933 |
MP 470 installment of debts | 246,786 |
| 232,104 |
| 397,182 |
| 381,060 |
Stock Grant Plan | — |
| — |
| 61,543 |
| 60,863 |
IOF on loans | — |
| — |
| 185,305 |
| 154,606 |
Reward Credit Compensation | 144,292 |
| 143,322 |
| 144,292 |
| 143,322 |
IPI - Tax on industrialized products | 234,925 |
| 233,464 |
| 377,912 |
| 374,471 |
INSS | 79,860 |
| 79,019 |
| 164,199 |
| 159,007 |
Other | 475,480 |
| 473,900 |
| 905,607 |
| 838,442 |
| 4,989,393 |
| 4,934,309 |
| 15,913,035 |
| 15,703,294 |
(i) | The Company, through its subsidiary Comgás, has notices of infraction issued by the Brazilian Federal Revenue Service regarding the disallowance of amortization of goodwill expenses based on the expectation of future profitability arising from corporate transactions.Applications for the payment in installment of federal tax debts are partially denied by the Special Department of Federal Revenue of Brazil due to insufficient tax losses to settle the respective debts. |
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Civil | 1,012,991 |
| 983,867 |
| 3,198,578 |
| 3,184,240 |
Environmental (i) | 60,572 |
| 60,549 |
| 1,582,964 |
| 2,330,683 |
Regulatory | 772 |
| 755 |
| 1,610,880 |
| 1,651,088 |
| 1,074,335 |
| 1,045,171 |
| 6,392,422 |
| 7,166,011 |
(i) | The subsidiary Moove was a defendant in a Public Civil Action ("PCA") aimed at paying compensation for environmental pollution that occurred in the former area of Companhia Usina de Passivos. Several PCA’s were filed in the face of different companies. In February 2024, there was a change in one of the PCAs, in which the value assigned by the Public Prosecutor’s Office was R$365,319 and the action was extinguished and filed. In another PCA, there was delimitation of the responsibility of the company and the value that was of R$441,142 changed to R$2,062 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Labor:
| Parent Company |
| Consolidated | ||||
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Labor claims | 9,326 |
| 9,168 |
| 773,102 |
| 805,222 |
| 9,326 |
| 9,168 |
| 773,102 |
| 805,222 |
The subscribed capital on March 31, 2024 is R$8,682,544 (R$8,402,544 on December 31, 2023), fully paid in, represented by 1,874,070,932 registered, book-entry common shares with no par value. According to the statute, the authorized share capital can be increased up to the limit of R$9,000,000.
As of March 31, 2024, the Company's share capital consists of the following:
Shareholding structure |
| Amount |
| % |
Controlling shareholders |
| 672,312,942 |
| 35.87% |
Administrators |
| 25,638,467 |
| 1.37% |
Free float |
| 1,165,984,016 |
| 62.22% |
Outstanding shares |
| 1,863,935,425 |
| 99.46% |
Treasury stock |
| 10,135,507 |
| 0.54% |
Total |
| 1,874,070,932 |
| 100.00% |
b) Treasury shares
On August 14, 2023, the Company's Board of Directors approved the new Share Buyback Program of up to 116,000,000 common shares, representing 9.93% of the total shares available on the market, with a term of up to 18 months. The repurchased shares may be used to meet obligations arising from potential exercises of share-based compensation plans, holding in treasury, disposal or cancellations in accordance with applicable legislation.
On March 31, 2024, the Company had 10,135,507 shares in treasury (6,514,511 shares on December 31, 2023), whose market price was R$16.20.
c) Dividends
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Parent Company |
| Investments in associates (i) |
| Investments in joint venture |
| Total |
At January 1, 2024 |
| 99,194 |
| 219,941 |
| 319,135 |
Complementary Dividends |
| 244,326 |
| 13,587 |
| 257,913 |
Dividends received |
| (244,324) |
| (228,342) |
| (472,666) |
At March 31, 2024 |
| 99,196 |
| 5,186 |
| 104,382 |
(i) See composition of the balance in note 9.1.a.
Consolidated |
| Investments in associates (iii) |
| Investments in joint venture |
| Total |
At January 1, 2024 |
| 35,836 |
| 219,941 |
| 255,777 |
Complementary Dividends |
| 601,779 |
| 119,646 |
| 721,425 |
Other movements |
| (1,773) |
| — |
| (1,773) |
Dividends received |
| (587,744) |
| (293,912) |
| (881,656) |
At March 31, 2024 |
| 48,098 |
| 45,675 |
| 93,773 |
(ii) See composition of the balance in note 9.1.b
|
| Parent Company |
| Consolidated |
At January 1, 2024 |
| 276,065 |
| 549,054 |
Complementary Dividends |
| — |
| 223,345 |
Dividends paid |
| — |
| (93,851) |
At March 31, 2024 |
| 276,065 |
| 678,548 |
Explanatory Notes to the Financial Statement
(In thousands of Reais, except when otherwise indicated)
d) Other comprehensive income
|
| 12/31/2023 |
| Comprehensive (loss) income |
| 03/31/2024 |
Cash flow hedge result |
| (1,487,128) |
| (42,564) |
| (1,529,692) |
Exchange rate differences on conversion of operations abroad |
| 1,838,413 |
| 63,056 |
| 1,901,469 |
Actuarial losses of defined benefit plan |
| (291,213) |
| 24,286 |
| (266,927) |
Deferred tax on actuarial losses of defined benefit plan |
| 99,012 |
| (8,257) |
| 90,755 |
Loss on measurement of derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in the fair value of a financial asset |
| 77,152 |
| — |
| 77,152 |
Deferred income tax on financial asset |
| (26,232) |
| — |
| (26,232) |
Total |
| 164,373 |
| 36,521 |
| 200,894 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Controlling shareholders |
| 314,325 |
| 44,911 |
| 359,236 |
Non-controlling shareholders |
| (149,952) |
| (8,390) |
| (158,342) |
|
| 12/31/2022 |
| Comprehensive (loss) income |
| 03/31/2023 |
Cash flow hedge result |
| (1,361,895) |
| 1,585 |
| (1,360,310) |
Exchange rate differences on conversion of operations abroad |
| 2,010,914 |
| (241,448) |
| 1,769,466 |
Actuarial losses of defined benefit plan |
| (219,663) |
| 3,195 |
| (216,468) |
Deferred tax on actuarial losses of defined benefit plan |
| 74,685 |
| (1,086) |
| 73,599 |
Loss on measurement of derivative financial instrument |
| (45,631) |
| — |
| (45,631) |
Change in the fair value of a financial asset |
| 77,152 |
| — |
| 77,152 |
Deferred income tax on financial asset |
| (26,232) |
| — |
| (26,232) |
Total |
| 509,330 |
| (237,754) |
| 271,576 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
| 567,546 |
| (183,425) |
| 384,121 |
Non-controlling interests |
| (58,216) |
| (54,329) |
| (112,545) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Earnings per share after potentially dilutive instruments is computed by adjusting earnings and the number of shares for the impact of potentially dilutive instruments.
The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share):
1Q24 |
| 1Q23 | |
Loss attributable to holders of common shares of Company used in calculating basic earnings per share | (192,175) |
| (904,131) |
Diluting effect of the share-based plan of subsidiaries | (282) |
| (59) |
Loss attributable to holders of common shares of Company used in the calculation of diluted earnings per share | (192,457) |
| (904,190) |
|
|
|
|
Weighted average number of common shares outstanding - basic (in thousands of shares) |
|
|
|
Basic | 1,865,733 |
| 1,866,630 |
Share repurchases | — |
| (16,829) |
Diluted | 1,865,733 |
| 1,849,801 |
|
|
|
|
Earnings per share |
|
|
|
Basic | (0.1030) |
| (0.4844) |
Diluted | (0.1032) |
| (0.4888) |
Diluting instruments
The Company and its subsidiaries have two categories of possible dilutive effects: stock grants and put options. For stock grants, a calculation is performed to determine the impact of dilution on the profit attributable to the Parent Company's shareholders as a result of the exercise of stock grants in subsidiaries. It is assumed that the put option was converted into common stock, and the profit attributable to the Parent Company's shareholders is adjusted accordingly.
Anti-dilution instruments
In the period ended March 31, 2024, 8,912,581 shares related to the Company's stock option plan were not considered in the analysis of diluted earnings per share, as they decrease the loss per share. (5,951,142 shares as of March 31, 2023).
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Consolidated | ||
| 1Q24 |
| 1Q23 (restated) (i) |
Gross revenue from the sale of products and services | 11,293,719 |
| 11,161,400 |
Construction revenue | 320,030 |
| 302,908 |
Indirect taxes and other deductions | (1,771,693) |
| (1,846,154) |
Net sales | 9,842,056 |
| 9,618,154 |
(i) | For more details see note 3.1 |
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
| Consolidated | ||
| 1Q24 |
| 1Q23 (restated) (i) |
At a point in time |
|
|
|
Natural gas distribution | 3,711,592 |
| 4,027,783 |
Lubricants, base oil and other | 2,271,562 |
| 2,500,021 |
Electricity trading | 136,567 |
| 136,767 |
Other | 103,553 |
| 192,670 |
| 6,223,274 |
| 6,857,241 |
Over time |
|
|
|
Railroad transportation services | 2,997,764 |
| 2,274,298 |
Construction revenue | 320,030 |
| 302,908 |
Container operations | 148,253 |
| 109,530 |
Services rendered | 168,030 |
| 87,152 |
| 3,634,077 |
| 2,773,888 |
Eliminations | (15,295) |
| (12,975) |
Total net sales | 9,842,056 |
| 9,618,154 |
The costs and expenses are presented in the statement of profit and loss by function. The reconciliation of costs and expenses by nature/purpose is as follows:
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Parent Company |
| Consolidated | ||||
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 (Restated) (i) |
Raw material and material for use in the provision of services | — |
| — |
| (1,715,162) |
| (1,929,198) |
Gas and transportation cost | — |
| — |
| (2,743,533) |
| (3,127,830) |
Railroad transport and port elevation expenses | — |
| — |
| (754,724) |
| (671,667) |
Other transport | — |
| — |
| (125,534) |
| (119,499) |
Depreciation and amortization | (3,851) |
| (3,422) |
| (907,264) |
| (785,219) |
Personnel expenses | (66,845) |
| (60,601) |
| (720,468) |
| (652,851) |
Construction cost | — |
| — |
| (320,030) |
| (302,908) |
Expenses with third-party services | (13,517) |
| (6,132) |
| (252,533) |
| (176,831) |
Business expenses | (15) |
| — |
| (9,947) |
| (10,207) |
Other expenses | (19,455) |
| (16,486) |
| (323,901) |
| (232,650) |
| (103,683) |
| (86,641) |
| (7,873,096) |
| (8,008,860) |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered | — |
| — |
| (6,928,437) |
| (7,178,603) |
Selling expenses | — |
| — |
| (361,404) |
| (339,733) |
General and administrative expenses | (103,683) |
| (86,641) |
| (583,255) |
| (490,524) |
| (103,683) |
| (86,641) |
| (7,873,096) |
| (8,008,860) |
(i) | For more details see note 3.1 |
| Parent Company |
| Consolidated | ||||
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Extemporaneous tax credits | — |
| — |
| 12,525 |
| 4,225 |
Loss on disposals of non-current assets and intangible assets | (7) |
| — |
| (8,659) |
| (793) |
Net effect of provisions for legal proceedings | (10,842) |
| (22,465) |
| (81,260) |
| (63,627) |
Other income | 1,731 |
| 52,512 |
| 130,546 |
| 435,712 |
Provision for inventory losses and inventory losses | — |
| — |
| (26,038) |
| (3,984) |
Others | (5,120) |
| (11,860) |
| (26,353) |
| (9,640) |
| (14,238) |
| 18,187 |
| 761 |
| 361,893 |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
The details of revenues and finance costs are as follows:
Parent Company |
| Consolidated | |||||
| 1Q24 |
| 1Q23 |
| 1Q24 |
| 1Q23 |
Gross debt cost |
|
|
|
|
|
|
|
Interest and monetary variation | (397,186) |
| (203,387) |
| (1,404,513) |
| (1,317,709) |
Net foreign exchange variation on debts | (154,831) |
| — |
| (511,848) |
| 598,813 |
Financial result with derivatives and fair value | (86,459) |
| (344,066) |
| 444,409 |
| 170,409 |
Amortization of borrowing costs | (3,244) |
| (2,007) |
| (18,673) |
| (14,684) |
Guarantees and warranties | — |
| — |
| (8,623) |
| (8,920) |
| (641,720) |
| (549,460) |
| (1,499,248) |
| (572,091) |
Income from financial investments and exchange rate variation in cash and cash equivalents | 37,151 |
| 48,474 |
| 445,338 |
| 449,263 |
Changes in fair value of investments in listed entities | — |
| — |
| — |
| (1,804,928) |
| 37,151 |
| 48,474 |
| 445,338 |
| (1,355,665) |
Cost of debt, net | (604,569) |
| (500,986) |
| (1,053,910) |
| (1,927,756) |
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
Interest on other receivables | 13,684 |
| 13,897 |
| 117,010 |
| 99,556 |
Update of other financial assets | — |
| 501 |
| — |
| 501 |
Monetary variation on leases and concessions agreements | — |
| — |
| (118,805) |
| (152,362) |
Interest on leases | (823) |
| (885) |
| (138,745) |
| (96,873) |
Interest on contingencies and contracts | (12,765) |
| (38,997) |
| (91,727) |
| (418,300) |
Interest on sectoral assets and liabilities | — |
| — |
| (20,759) |
| (19,956) |
Bank charges and other | (6,650) |
| (10,514) |
| (9,216) |
| 3,593 |
Foreign exchange, net | (711,588) |
| (88,969) |
| (463,177) |
| (257,517) |
| (718,142) |
| (124,967) |
| (725,419) |
| (841,358) |
Financial result, net | (1,322,711) |
| (625,953) |
| (1,779,329) |
| (2,769,114) |
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
Financial expenses | (529,536) |
| (428,483) |
| (1,864,555) |
| (4,255,260) |
Financial income | 58,182 |
| 68,474 |
| 615,101 |
| 600,662 |
Exchange variation | (337,996) |
| 243,142 |
| (531,218) |
| 585,342 |
Net effect of derivatives | (513,361) |
| (509,086) |
| 1,343 |
| 300,142 |
Financial result, net | (1,322,711) |
| (625,953) |
| (1,779,329) |
| (2,769,114) |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
| Consolidated | ||
| 03/31/2024 |
| 12/31/2023 |
Defined contribution |
|
|
|
Futura II | 310 |
| 333 |
Defined benefit |
|
|
|
Futura | 175,309 |
| 175,150 |
Health Insurance | 446,982 |
| 442,164 |
| 622,291 |
| 617,314 |
| 622,601 |
| 617,647 |
The Company and its subsidiaries have Share-Based Plans that are settled in shares and cash. As of 31 March 2024, the Group has the following share-based payment arrangements:
Grants made in 2024
In the period ended of March 31, 2024, the following Grant Program was established:
Program | Conditions for vesting |
Cosan Invest III | Grant Januay 30, 2024.
The incentive program is conditioned on service time (service condition) and performance goals (performance conditions). Of the total actions of the program, 60% are related to service time for the period of 5 years and the actions are granted annually. The rest, equivalent to 40% of the program, are related to performance goals being necessary to achieve specific metrics that can vary between 0% and 110% (to calculate the fair value was considered the achievement of 100%). Shares are in lock-up for one year. The 2024 grant refers only to the portion granted annually, which is linked to service condition (vesting period of 12 months). |
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Award Type / Award Date |
| Company |
| Life expectancy (years) |
| Grants under plans |
| Exercised / Canceled / Transferred |
| Available |
| Fair value as of grant date - R$ |
Share grant program |
|
|
|
|
|
|
|
|
|
| ||
07/31/2019 |
| Cosan S.A. |
| 60 |
| 229,020 |
| (48,707) |
| 180,313 |
| 13.44 |
07/31/2020 |
| Cosan S.A. |
| 60 |
| 68,972 |
| (6,704) |
| 62,268 |
| 20.93 |
7/31/2021 - Invest I |
| Cosan S.A. |
| 36 |
| 424,839 |
| (52,366) |
| 372,473 |
| 24.38 |
9/10/2021 - Invest II |
| Cosan S.A. |
| 48 |
| 5,283,275 |
| (2,243,521) |
| 3,039,754 |
| 22.24 |
10/11/2021 - Invest III |
| Cosan S.A. |
| 60 |
| 806,752 |
| (99,230) |
| 707,522 |
| 23.20 |
7/31/2022 - Invest I |
| Cosan S.A. |
| 36 |
| 846,506 |
| (200,201) |
| 646,305 |
| 18.74 |
11/22/2022 - Invests Partners |
| Cosan S.A. |
| 60 |
| 377,173 |
| — |
| 377,173 |
| 17.14 |
1/30/2023 - Invest Partners |
| Cosan S.A. |
| 36 |
| 12,472,325 |
| (5,235,636) |
| 7,236,689 |
| 15.26 |
7/31/2023 - Invest Cosan I - Regular |
| Cosan S.A. |
| 36 |
| 1,047,845 |
| (348,937) |
| 698,908 |
| 17.53 |
12/01/2023 - Invest Cosan III - Associate |
| Cosan S.A. |
| 60 |
| 546,734 |
| — |
| 546,734 |
| 17.68 |
01/30/2024 - Invest Cosan III - Partners |
| Cosan S.A. |
| 12 |
| 2,322,324 |
| (712,147) |
| 1,610,177 |
| 18.18 |
|
|
|
|
|
| 24,425,765 |
| (8,947,449) |
| 15,478,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2019 |
| Comgás |
| 48 |
| 83,683 |
| (83,683) |
| — |
| 79.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2023 - Program SOP A |
| Moove |
| 72 |
| 699,276 |
| — |
| 699,276 |
| 142.62 |
7/01/2023 - Program SOP B |
| Moove |
| 72 |
| 279,710 |
| — |
| 279,710 |
| 88.32 |
7/01/2023 - Program SOP C |
| Moove |
| 72 |
| 223,768 |
| — |
| 223,768 |
| 76.54 |
7/01/2023 - Program SOP D |
| Moove |
| 72 |
| 139,855 |
| — |
| 139,855 |
| 71.45 |
|
|
|
|
|
| 1,342,609 |
| — |
| 1,342,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/15/2019 |
| Rumo S.A. |
| 60 |
| 843,152 |
| (267,977) |
| 575,175 |
| 22.17 |
11/11/2020 |
| Rumo S.A. |
| 60 |
| 776,142 |
| (249,747) |
| 526,395 |
| 20.01 |
05/05/2021 |
| Rumo S.A. |
| 60 |
| 1,481,000 |
| (977,523) |
| 503,477 |
| 20.84 |
09/15/2021 |
| Rumo S.A. |
| 36 |
| 1,560,393 |
| (191,959) |
| 1,368,434 |
| 18.19 |
09/01/2022 |
| Rumo S.A. |
| 36 |
| 1,781,640 |
| (53,959) |
| 1,727,681 |
| 20.36 |
09/01/2023 |
| Rumo S.A. |
| 36 |
| 1,724,867 |
| — |
| 1,724,867 |
| 21.86 |
|
|
|
|
|
| 8,167,194 |
| (1,741,165) |
| 6,426,029 |
|
|
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
Share-based compensation plan (settled in cash) |
|
|
|
|
|
|
|
| ||||
07/31/2019 - Invest I |
| Moove |
| 60 |
| 132,670 |
| (26,285) |
| 106,385 |
| 50.79 |
07/31/2020 - Invest II |
| Moove |
| 60 |
| 106,952 |
| (17,695) |
| 89,257 |
| 61.89 |
07/31/2021 - Invest III |
| Moove |
| 36 |
| 80,729 |
| (14,115) |
| 66,614 |
| 102.73 |
07/31/2022 - Invest IV |
| Moove |
| 36 |
| 77,967 |
| (3,741) |
| 74,226 |
| 135.05 |
07/31/2023 - Invest V |
| Moove |
| 36 |
| 82,204 |
| (632) |
| 81,572 |
| 150.98 |
08/01/2021 |
| Compass Gás e Energia |
| 24 |
| 29,492 |
| (29,492) |
| — |
| 25.46 |
08/01/2021 |
| Compass Comercialização |
| 36 |
| 35,202 |
| (28,922) |
| 6,280 |
| 25.46 |
08/01/2021 |
| Compass Gás e Energia |
| 36 |
| 173,716 |
| (22,296) |
| 151,420 |
| 25.46 |
08/01/2021 |
| Compass Gás e Energia |
| 36 |
| 38,183 |
| (7,999) |
| 30,184 |
| 25.46 |
11/01/2021 |
| Compass Gás e Energia |
| 32 |
| 196,383 |
| — |
| 196,383 |
| 25.46 |
11/01/2021 |
| Compass Gás e Energia |
| 32 |
| 1,679,149 |
| (63,684) |
| 1,615,465 |
| 25.46 |
02/01/2022 |
| Compass Gás e Energia |
| 29 |
| 91,835 |
| — |
| 91,835 |
| 25.59 |
08/01/2022 |
| Compass Gás e Energia |
| 36 |
| 854,585 |
| (69,853) |
| 784,732 |
| 25.59 |
08/01/2022 |
| Compass |
| 36 |
| 30,766 |
| (25,531) |
| 5,235 |
| 25.59 |
08/01/2022 |
| TRSP |
| 36 |
| 32,269 |
| (5,120) |
| 27,149 |
| 25.59 |
08/01/2023 |
| Compass Gás e Energia |
| 36 |
| 247,368 |
| (12,550) |
| 234,818 |
| 34.12 |
08/01/2023 |
| Compass |
| 36 |
| 25,894 |
| (16,740) |
| 9,154 |
| 34.12 |
08/01/2023 |
| TRSP |
| 36 |
| 23,403 |
| — |
| 23,403 |
| 34.12 |
|
|
|
|
|
| 3,938,767 |
| (344,655) |
| 3,594,112 |
|
|
Total |
|
|
|
|
| 37,958,018 |
| (11,116,952) |
| 26,841,066 |
|
|
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of outstanding share grants
The change in outstanding share grants is as follows:
|
| Parent company |
| Consolidated |
At January 1, 2024 |
| 20,036,862 |
| 31,557,498 |
Granted |
| 2,322,324 |
| 2,322,324 |
Addition of shares (i) |
| — |
| 65,323 |
Exercised/cancels/other |
| (6,880,870) |
| (7,104,079) |
At March 31, 2024 |
| 15,478,316 |
| 26,841,066 |
(i) | Total shares accrued corresponding to the proportional amount of dividends, interest on equity and reduction of equity eventually paid or credited by the subsidiary Compass to its shareholders between the date of the grant and the end of said vesting exercise. |
b) Fair value measurement
The weighted average fair value of the programs granted during March 31, 2024 and December 31, 2023 and the main assumptions used in applying the Black-Scholes and Binominal model were as follows:
|
| Average market price on the grant date |
| Interest rate |
| Volatility |
Cosan S.A | 03/31/2024 | 18.18 |
| N/A |
| N/A |
12/31/2023 | 16.82 |
| N/A |
| N/A | |
|
|
|
|
|
|
|
Compass | 03/31/2024 | 41.21 |
| N/A |
| N/A |
12/31/2023 | 42.21 |
| N/A |
| N/A | |
|
|
|
|
|
|
|
TRSP | 03/31/2024 | 41.21 |
| N/A |
| N/A |
12/31/2023 | 42.21 |
| N/A |
| N/A | |
|
|
|
|
|
|
|
Rumo (i) | 03/31/2024 | 21.87 |
| 10.41% |
| 25.84% |
12/31/2023 | 21.87 |
| 10.41% |
| 25.84% | |
|
|
|
|
|
|
|
Moove (ii) | 03/31/2024 | 105.98 |
| 4.05% |
| 42.85% |
12/31/2023 | 105.98 |
| 4.05% |
| 42.85% |
(i) | Volatility was determined based on the historical volatility of the share price in the last thirty days prior to the grant date. |
(ii) | Volatility was determined based on the historical volatility of the parent company's share price, since Moove is not yet publicly traded, taking as a measure the period proportional to the term of the plan. |
c) Expense recognized in profit or loss
Share-based compensation expenses included in the income statement for the periods ended March 31, 2024 and December 31, 2023 were R$47,557 and R$39,719, respectively.
Explanatory Notes to the interim Financial Statement
(In thousands of Reais, except when otherwise indicated)
SALE OF VALE S.A. SHARES AND LIQUIDATION OF DEBTS AND COLLAR FINANCING
On April 19, 2024, the Company sold an additional 33,525 million shares, equivalent to a 0.74% stake in the Collar Financing structure, together with the early settlement of the remaining balance of indebtedness. With this latest advance payment, the Company settled 100% of the debts linked to the operation and collar derivatives, holding only a direct stake in Vale. After the sale, Cosan's direct interest in Vale's total shares became 3.91% and 4.14% under the voting capital, i.e., excluding treasury shares.
UNWIND CALL SPREAD - OPERATION VALE S.A.
On May 8, 2024, the Company settled the 2024 tranche of the call spread structure, in which it obtained a cash inflow gain of R$14,499, now holding the optionality of 1.35%, against the 1.60% held until then.
WEATHER EVENTS IN RIO GRANDE DO SUL – SULGÁS
Following the recent climatic events that have affected the state of Rio Grande do Sul, Compass subsidiary is monitoring potential impacts on the operations of its controlled company, Companhia de Gás do Estado do Rio Grande do Sul S.A. - "Sulgás". The Compass subsidiary has established a crisis committee to oversee and ensure the safety of employees and their families, monitor the impacts on distribution networks in high-risk areas, ensure continuity of supply, and maintain timely communication with its customers. Additionally, the Compass subsidiary and Sulgás have offered support to the State Government. Thus far, this event has not resulted in material impacts for the Company's financial reporting purposes.
INCORPORATION OF ELEVAÇÕES PORTUÁRIAS S.A.
On April 30, 2024, CLI SUL S.A. ("CLI SUL") completed the process of incorporation of Elevações Portuárias S.A. ("EPSA"), after obtaining the necessary regulatory approvals. As a consequence of this corporate reorganization, the subsidiary Rumo S.A. ("Rumo") received from CLI SUL, on the same date, the amount of R$168,855. This amount refers to the additional acquisition price that CLI SUL undertook to pay to Rumo, under the terms of the share purchase agreement signed between the parties on July 15, 2022, and corresponds to 20% of the outstanding balance of the acquisition financing, plus accrued interest and other charges, deducted from the cash held by CLI SUL. After the merger, the shareholders of CLI SUL became CORREDOR LOGÍSTICA E INFRAESTRUTURA S.A. ("CLI") and Rumo, maintaining the shareholding division at 80% for CLI and 20% for Rumo.
EXCLUSION OF ICMS FROM THE PIS AND COFINS CALCULATION BASIS
On April 10, 2024, the joint subsidiary Raízen S.A., through the indirect subsidiary Blueway, obtained the approval by the Brazilian Federal Revenue Service of the request for qualification of a tax credit, in the amount of R$ 1,824,019, determining the exclusion of ICMS from the PIS and COFINS calculation basis.
COMPLIANCE WITH ESG GOAL – 2nd DEBENTURE OF MALHA PAULISTA
As indicated in note 5.1, the 2nd Debenture of Malha Paulista from the subsidiary Rumo is linked to the sustainable target of reducing greenhouse gas emissions per ton of useful kilometer (TKU) by 15% by 2023, taking as a starting point the date basis of December 2019. Compliance with the Rate Step Down Condition was verified based on Rumo's Annual Sustainability Report (“RAS”), which contains consolidated data from Malha Paulista, relating to the fiscal year ended on December 31st 2023. Therefore, the company will benefit from a step-down of 25 basis points in each series, which will reduce the rate from the next Capitalization Period to CDI + 1.54% in the 1st series and IPCA + 4.52 % in 2nd grade.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 28, 2024
COSAN S.A. | ||
By: | /s/ Rodrigo Araujo Alves | |
| Name: Rodrigo Araujo Alves | |
| Title: Chief Financial Officer |
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