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6-K Filing
Suzano (SUZ) 6-KCurrent report (foreign)
Filed: 24 Jun 19, 6:04am
Suzano S.A. Unaudited condensed consolidated interim financial information as of March 31, 2019 |
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Balance Sheet
|
| Note |
| March 31, |
| December 31, |
|
Assets |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Cash and cash equivalents |
| 5 |
| 3,095,885 |
| 4,387,453 |
|
Financial Investments |
| 6 |
| 3,687,230 |
| 21,098,565 |
|
Trade accounts receivable |
| 7 |
| 3,507,439 |
| 2,537,058 |
|
Inventories |
| 8 |
| 8,044,651 |
| 1,853,104 |
|
Recoverable taxes |
| 9 |
| 944,407 |
| 296,832 |
|
Derivative financial instruments |
| 4 |
| 615,887 |
| 352,454 |
|
Advances to suppliers |
|
|
| 102,857 |
| 98,533 |
|
Assets held for sale |
|
|
| 329 |
| 5,718 |
|
Other assets |
|
|
| 321,781 |
| 169,175 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
| 20,320,466 |
| 30,798,892 |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Recoverable taxes |
| 9 |
| 771,696 |
| 231,498 |
|
Financial Investments |
| 6 |
| 175,559 |
|
|
|
Deferred taxes |
| 11 |
| 1,431,134 |
| 8,998 |
|
Derivative financial instruments |
| 4 |
| 760,448 |
| 141,480 |
|
Advances to suppliers |
|
|
| 948,636 |
| 218,493 |
|
Judicial deposits |
|
|
| 342,247 |
| 129,005 |
|
Other assets |
|
|
| 202,205 |
| 93,935 |
|
|
|
|
|
|
|
|
|
Biological assets |
| 12 |
| 9,752,742 |
| 4,935,905 |
|
Investments |
| 13 |
| 228,684 |
| 14,338 |
|
Property, plant and equipment |
| 14 |
| 41,998,207 |
| 17,020,259 |
|
Right of Use on lease agreements |
| 18.1 |
| 3,910,574 |
|
|
|
Intangible assets |
| 15 |
| 18,465,253 |
| 339,841 |
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
| 78,987,385 |
| 23,133,752 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
| 99,307,851 |
| 53,932,644 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Balance Sheet
|
| Note |
| March 31, |
| December |
|
Liabilities |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Trade accounts payable |
| 16 |
| 4,049,078 |
| 632,565 |
|
Loans and financing |
| 17.1 |
| 5,340,700 |
| 3,425,399 |
|
Debentures |
| 17.6 |
| 2,082,084 |
| 1,297 |
|
Lease obligations |
| 18.2 |
| 504,828 |
|
|
|
Derivative financial instruments |
| 4 |
| 808,560 |
| 596,530 |
|
Taxes payable |
|
|
| 228,240 |
| 243,835 |
|
Payroll and charges |
|
|
| 303,419 |
| 234,192 |
|
Liabilities for assets acquisitions and subsidiaries |
|
|
| 487,682 |
| 476,954 |
|
Dividends payable |
|
|
| 11,343 |
| 5,434 |
|
Advance from customers |
|
|
| 63,709 |
| 75,159 |
|
Other liabilities |
|
|
| 335,494 |
| 367,313 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
| 14,215,137 |
| 6,058,678 |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
Loans and financing |
| 17.1 |
| 48,679,573 |
| 27,648,657 |
|
Debentures |
| 17.6 |
| 4,662,272 |
| 4,662,156 |
|
Lease obligations |
| 18.2 |
| 3,511,378 |
|
|
|
Derivative financial instruments |
| 4 |
| 2,108,659 |
| 1,040,170 |
|
Liabilities for assets acquisitions and subsidiaries |
|
|
| 516,815 |
| 515,558 |
|
Provision for judicial liabilities |
| 19 |
| 3,527,818 |
| 351,270 |
|
Employee benefits |
| 20 |
| 584,829 |
| 430,427 |
|
Deferred taxes |
| 11 |
| 803,241 |
| 1,038,133 |
|
Share-based compensation plans |
| 21 |
| 131,571 |
| 124,318 |
|
Other liabilities |
|
|
| 213,206 |
| 37,342 |
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
| 64,739,362 |
| 35,848,031 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
| 78,954,499 |
| 41,906,709 |
|
|
|
|
|
|
|
|
|
Equity |
| 22 |
|
|
|
|
|
Share Capital |
|
|
| 9,269,281 |
| 6,241,753 |
|
Capital reserves |
|
|
| 6,383,671 |
| 674,221 |
|
Treasury shares |
|
|
| (218,265 | ) | (218,265 | ) |
Retained earnings |
|
|
| 3,677,153 |
| 2,992,590 |
|
Other reserves |
|
|
| 2,332,963 |
| 2,321,708 |
|
Retained loss |
|
|
| (1,213,666 | ) |
|
|
|
|
|
|
|
|
|
|
Controlling interest in subsidiaries’ equity |
|
|
| 20,231,137 |
| 12,012,007 |
|
|
|
|
|
|
|
|
|
Non-controlling interest in subsidiaries’ equity |
|
|
| 122,215 |
| 13,928 |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
| 20,353,352 |
| 12,025,935 |
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
| 99,307,851 |
| 53,932,644 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Unaudited condensed consolidated interim financial information
Three-month period ended March 31, 2019
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Statements of Income (loss)
|
| Note |
| March 31, |
| March 31, |
|
Net sales revenue |
| 24 |
| 5,698,999 |
| 2,994,579 |
|
Cost of sales |
| 26 |
| (4,724,893 | ) | (1,583,414 | ) |
Gross profit |
|
|
| 974,106 |
| 1,411,165 |
|
Operating income (expenses) |
|
|
|
|
|
|
|
Selling expenses |
| 26 |
| (441,303 | ) | (121,957 | ) |
General and administrative expenses |
| 26 |
| (330,765 | ) | (147,353 | ) |
Equity in earnings (loss) joint venture and associates |
| 13 |
| 1,658 |
| (53 | ) |
Other operating income (expenses), net |
| 26 |
| (18,884 | ) | (9,867 | ) |
Operating profit before net financial income (expenses) |
|
|
| 184,812 |
| 1,131,935 |
|
Net financial income (expenses) |
| 23 |
|
|
|
|
|
Financial expenses |
|
|
| (992,804 | ) | (234,273 | ) |
Financial income |
|
|
| 149,322 |
| 36,726 |
|
Derivative financial instruments |
|
|
| (636,934 | ) | 68,603 |
|
Monetary and exchange variations, net |
|
|
| (455,727 | ) | (28,406 | ) |
Net income (loss) before taxes |
|
|
| (1,751,331 | ) | 974,585 |
|
Income taxes |
| 11 |
|
|
|
|
|
Current |
|
|
| (129,249 | ) | (104,216 | ) |
Deferred |
|
|
| 651,448 |
| (64,849 | ) |
Net income (loss) for the period |
|
|
| (1,229,132 | ) | 805,520 |
|
Result of the period attributed to the controlling shareholders |
|
|
| (1,226,803 | ) | 805,520 |
|
Result of the period attributed to non-controlling shareholders |
|
|
| (2,329 | ) |
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share |
| 22.2 |
|
|
|
|
|
Basic — earnings (loss) per share |
|
|
| (0.93686 | ) | 0.73725 |
|
Diluted — earnings (loss) per share |
|
|
| (0.93686 | ) | 0.73631 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Unaudited condensed consolidated interim financial information
Three-month period ended March 31, 2019
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Statements of Comprehensive Income (loss)
|
| March 31, |
| March 31, |
|
|
|
|
|
|
|
Net income (loss) for the period |
| (1,229,132 | ) | 805,520 |
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
Variation on financial assets measured at fair value through of comprehensive income |
|
|
|
|
|
Ensyn Corporation (“Ensyn”) |
| 1,323 |
|
|
|
CelluForce Inc. (“CelluForce”) |
| 462 |
|
|
|
Spinnova Oy (“Spinnova”) |
| (315 | ) |
|
|
|
| 1,470 |
|
|
|
|
|
|
|
|
|
Tax effect of the above items |
| (500 | ) |
|
|
|
| 970 |
|
|
|
Item that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
Exchange variation on conversion of financial statements and on foreign investments |
| 11,745 |
| 14,274 |
|
|
|
|
|
|
|
Total comprehensive income (loss) |
| (1,216,417 | ) | 819,794 |
|
Result for the period attributed to the controlling shareholders |
| (1,214,088 | ) | 819,794 |
|
|
|
|
|
|
|
Result for the period attributed to non-controlling shareholders |
| (2,329 | ) |
|
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Unaudited condensed consolidated interim financial information
Three-month period ended March 31, 2019
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Statements of Changes in Equity
|
|
|
| Capital reserve |
|
|
| Retained reserve |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
|
| Share |
| Stock |
| Share |
| Tax |
| Other |
| Treasury |
| Tax |
| Legal |
| Reserve for |
| Special |
| Dividends |
| Other |
| Retained |
| Total |
| Non- |
| Total |
|
Balances at December 31, 2017 |
| 6,241,753 |
| 14,237 |
| (15,442 | ) | 396,006 |
|
|
| (241,088 | ) |
|
| 406,898 |
| 2,281,328 |
| 234,591 |
|
|
| 2,298,328 |
|
|
| 11,616,611 |
|
|
| 11,616,611 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 805,520 |
| 805,520 |
|
|
| 805,520 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,274 |
|
|
| 14,274 |
|
|
| 14,274 |
|
Transactions with shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options granted |
|
|
| 72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 72 |
|
|
| 72 |
|
Sale of treasury shares to meet stock-based compensation plan |
|
|
|
|
|
|
|
|
|
|
| 8,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,514 |
|
|
| 8,514 |
|
Non-controlling interest arising on business combination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,772 |
| 8,772 |
|
Internal changes in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial realization of assets’ deemed cost adjustment, net of deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (16,675 | ) | 16,675 |
|
|
|
|
|
|
|
Issue of treasury shares to employees |
|
|
| (14,309 | ) |
|
|
|
|
|
| 14,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at March 31, 2018 |
| 6,241,753 |
|
|
| (15,442 | ) | 396,006 |
|
|
| (218,265 | ) |
|
| 406,898 |
| 2,281,328 |
| 234,591 |
|
|
| 2,295,927 |
| 822,195 |
| 12,444,991 |
| 8,772 |
| 12,453,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2018 |
| 6,241,753 |
| 5,100 |
| (15,442 | ) | 684,563 |
|
|
| (218,265 | ) |
|
| 422,815 |
| 1,730,629 |
| 242,612 |
| 596,534 |
| 2,321,708 |
|
|
| 12,012,007 |
| 13,928 |
| 12,025,935 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,226,803 | ) | (1,226,803 | ) | (2,329 | ) | (1,229,132 | ) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12,715 |
|
|
| 12,715 |
|
|
| 12,715 |
|
Transactions with shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital increase (Notes 1.1 and 22.1) |
| 3,027,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,027,528 |
|
|
| 3,027,528 |
|
Share issuance costs |
|
|
|
|
| (18,293 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (18,293 | ) |
|
| (18,293 | ) |
Stock options granted |
|
|
| 1,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,421 |
|
|
| 1,421 |
|
Non-controlling interest arising on business combination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 110,616 |
| 110,616 |
|
Internal changes in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of tax incentives |
|
|
|
|
|
|
| (684,563 | ) |
|
|
|
| 684,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial realization of assets’ deemed cost adjustment, net of deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (13,137 | ) | 13,137 |
|
|
|
|
|
|
|
Realization of asset revaluation reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,290 |
|
|
| 6,290 |
|
|
| 6,290 |
|
Exchange rate effect related to controlled hyperinflation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,387 |
|
|
| 5,387 |
|
|
| 5,387 |
|
Issue of common shares related to business combination (note 1.1) |
|
|
|
|
|
|
|
|
| 6,410,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,410,885 |
|
|
| 6,410,885 |
|
Balances at March 31, 2019 |
| 9,269,281 |
| 6,521 |
| (33,735 | ) |
|
| 6,410,885 |
| (218,265 | ) | 684,563 |
| 422,815 |
| 1,730,629 |
| 242,612 |
| 596,534 |
| 2,332,963 |
| (1,213,666 | ) | 20,231,137 |
| 122,215 |
| 20,353,352 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information
Three-month period ended March 31, 2019
(In thousands of R$, unless otherwise stated)
Condensed Consolidated Interim Statements of Cash Flows
|
| March 31, |
| March 31, |
|
Operating activities |
|
|
|
|
|
Net income (loss) for the period |
| (1,229,132 | ) | 805,520 |
|
Adjustment to: |
|
|
|
|
|
Depreciation, depletion and amortization (Note 26) |
| 863,474 |
| 384,938 |
|
Depletion of wood resources from forestry partnership programs |
| 8,986 |
|
|
|
Fair value adjustment on acquisition of Fibria - Amortization (Note 26) |
| 1,566,648 |
|
|
|
Fair value adjustment on acquisition of Facepa - Amortization (Note 26) |
| 4,218 |
|
|
|
Amortization of lease-use right |
| 27,959 |
|
|
|
Interest expense on lease liabilities |
| 38,715 |
|
|
|
Results from sale and disposals of property, plant and equipment and biological assets, net |
| (11,288 | ) | 9,488 |
|
Equity in earnings of subsidiaries (Note 13 (a) e (c)) |
| (1,658 | ) | 53 |
|
Exchange and monetary variations, net |
| 455,727 |
| 16,653 |
|
Interest expenses, net |
| 823,958 |
| 185,853 |
|
Settlement of interest on financial investments |
| (228,047 | ) | (25,164 | ) |
Amortization of the cost of funding |
| 31,574 |
|
|
|
Derivative (gains) losses, net (Note 23) |
| 636,934 |
| (68,603 | ) |
Deferred income tax and social contribution expenses (Note 11.1) |
| (651,448 | ) | 64,849 |
|
Interest on actuarial liabilities (Note 20.2) |
| 13,421 |
| 8,617 |
|
Provision/ (Reversal) for judicial liabilities |
| (10,296 | ) | 234 |
|
Allowance for doubtful accounts, net |
| 7,724 |
| 6,292 |
|
Estimated loss (reversal) in inventories and write-offs |
| (1,739 | ) | (3,045 | ) |
Provision for loss of ICMS credits, net |
| 37,063 |
|
|
|
Other provisions |
| 65,227 |
| (7,384 | ) |
Decrease (increase) in assets |
|
|
|
|
|
Trade accounts receivable |
| 331,901 |
| (26,576 | ) |
Inventories |
| (942,669 | ) | (90,798 | ) |
Recoverable taxes |
| 58,745 |
| 1,241 |
|
Other assets |
| 84,564 |
| (220,446 | ) |
Increase (decrease) in liabilities |
|
|
|
|
|
Trade accounts payables |
| 75,087 |
| (10,903 | ) |
Taxes payable |
| 245,692 |
| (154,481 | ) |
Payroll and charges |
| (332,520 | ) | 19,262 |
|
Other liabilities |
| (304,819 | ) | 229,477 |
|
Cash provided by operations |
| 1,664,001 |
| 1,125,077 |
|
Payment of interest |
| (783,745 | ) | (194,402 | ) |
Interest received from financial investments |
| 175,057 |
|
|
|
Payment of income taxes |
| (310,977 | ) | (11,045 | ) |
Cash provided by operating activities |
| 744,336 |
| 919,630 |
|
Investing activities |
|
|
|
|
|
Cash provided by the merger of subsidiary |
|
|
| 21,436 |
|
Additions to property, plant and equipment (Note 14) |
| (705,246 | ) | (142,226 | ) |
Additions to intangible assets (Note 15.3) |
| (636 | ) | (57 | ) |
Additions to biological assets (Note 12) |
| (791,684 | ) | (206,720 | ) |
New lease contracts |
| (50,044 | ) |
|
|
Proceeds from sale of assets |
| 33,933 |
| 15,043 |
|
Increase of capital in subsidiaries (Note 13 c)) |
| (11,216 | ) |
|
|
Financial investments |
| 21,756,512 |
| 265,000 |
|
Advance for acquisition of wood from operations with development (non-current) |
| (126,866 | ) | (10,627 | ) |
Acquisition of subsidiaries, net cash |
| (26,002,541 | ) | (309,872 | ) |
Cash used in investing activities |
| (5,897,788 | ) | (368,023 | ) |
Financing activities |
|
|
|
|
|
Proceeds from loans (Note 17.1) |
| 3,673,049 |
| 2,476,082 |
|
New leases contracts |
| 50,044 |
|
|
|
Issue of Debentures (Note 17.6) |
| 3,998,780 |
|
|
|
Payment of derivative transactions |
| 24,765 |
| 13,036 |
|
Payment of loans and financing (Note 17.1) |
| (1,735,541 | ) | (2,134,630 | ) |
Payment of leases |
| (118,237 | ) |
|
|
Payment of dividends |
| (68 | ) |
|
|
Payment of debentures (Note 17.6) |
| (2,000,000 | ) |
|
|
Proceeds from own shares |
|
|
| 8,514 |
|
Liabilities for assets acquisitions and subsidiaries |
| (1,701 | ) | (2,308 | ) |
Others financing |
| (377 | ) |
|
|
Cash provided by financing activities |
| 3,890,714 |
| 360,694 |
|
Exchange variation on cash and cash equivalents |
| (28,830 | ) | 11,202 |
|
Increase (reduction) in cash and cash equivalents |
| (1,291,568 | ) | 923,503 |
|
Cash and cash equivalents at the beginning for the period |
| 4,387,453 |
| 1,076,833 |
|
Cash and cash equivalents at the end for the period |
| 3,095,885 |
| 2,000,336 |
|
Statement of increase (reduction) in cash and cash equivalents |
| (1,291,568 | ) | 923,503 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
1 Company Information
Suzano S.A., (current social denomination of Suzano Papel e Celulose S.A., as Extraordinary General Meeting hold on April 1st, 2019), hereinafter referred to as the “Suzano” and together with its subsidiaries hereinafter referred to as (the “Company”), is a publicly-held corporation with registered office in the city of Salvador, State of Bahia, Brazil.
Suzano owns shares traded in B3 S.A. - Brasil, Bolsa, Balcão, New Market Listing Regulation under the acronym (SUZB3).
On December 10, 2018, Suzano began trading its American Depositary Receipts (“ADRs”), Level II, pursuant to a program approved by the Brazilian Securities and Exchange Commission (“CVM”).
After the conclusion of the transaction involving Fibria Celulose S.A. (“Fibria”), on January 14, 2019, the Company now owns 11 industrial units, located in Aracruz (Espírito Santo, State), Belém (Pará, State), Eunápolis — Veracel Celulose S.A. (“Veracel”), a jointly-controlled entity — and Mucuri (Bahia, State), Fortaleza (Ceará, State), Imperatriz (Maranhão, State), Jacareí, Limeira, Rio Verde and Suzano (São Paulo, State) and Três Lagoas (Mato Grosso, State).
These units produce hardwood pulp from eucalyptus, paper (coated paper, paperboard, uncoated paper and cut size paper) and jumbo rolls of sanitary paper (consumer goods - tissue) to serve the domestic and foreign markets.
Pulp and paper are sold in the foreign market directly by Suzano, as well as through its subsidiaries in Argentina, the United States of America, Switzerland and Austria and its sales offices in China and England.
The Company’s corporate purpose also includes the commercial operation of eucalyptus forest for its own use, the operation of port terminals, and the holding of interest, as partner or shareholder, in any other company or project, and the generation and sale of electricity.
The Company is controlled by Suzano Holding S.A., through a Voting Agreement whereby it holds 45.80% of the common shares of its share capital.
This unaudited condensed consolidated interim financial information was approved by the Management Company’s on May 8, 2019.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
1.1 Major events in the period
Corporate events
i) Business Combination with Fibria
On January 3, 2019 (acquisition date of control by Suzano), after the fulfillment of all conditions for the conclusion of the transaction to combine the operations and shareholding base of Suzano and Fibria, was performed the exchange of Fibria’s shares by Suzano’s shares and, on January 14, 2019, Suzano completed the corporate reorganization process, following the terms of the Agreement signed by both entities on March 15, 2018.
The consideration by Fibria, defined in terms of the Agreement, was as follows:
a) Share exchange ratio
On January 2, 2019, pursuant to Notice to Shareholders, the exchange ratio of the common shares issued by the Eucalipto Holding S.A. (“Holding”) held by Fibria’s shareholders for shares issued by Suzano was adjusted from 0.4611 to 0.4613, being the exchange ratio of 0.4613 considered as final. The adjustment in the exchange ratio, compared to the originally announced, was due to (i) a change in the total number of shares issued by Fibria ex-treasury and disregarding the shares resulting from the vesting of option plans between those in the Protocol and Justification and present date of 553,080,611 shares for 553,733,881 shares and (ii) alteration of the number of shares issued by Suzano ex-treasury and disregarding the shares resulting from the vesting of option plans between that contained in the Protocol and Justification and the present date of 1,091,984,141 shares to 1,093,784,141 shares.
As a result of this adjustment, (i) Suzano issued, as a result of the merger of the Holding, 255,437,439 new common shares in the market value of R$ 36.95, totaling amount of R$ 9,438,413, of which R$ 3,027,528 was recognized as capital increase and R$ 6,410,885, as capital reserve; and (ii) the amount attributed to Suzano’s common share to calculate the capital gain, as disclosed in the Notice of Shareholders on November 29, 2018, increased from R$ 15.38 attributed to 0.4611 common share for R$ 15.39 attributed to 0.4613 common share of Suzano.
b) Cash installment
On January 10, 2019, by means of the Notice to Shareholders, the Company communicated the final value of the Adjusted Cash Portion, corresponding to the redemption value of each Holding’s redeemable preferred share, originally equivalent to R$ 52.50, (i) reduced by the amount of dividends declared by Fibria on December 3, 2018 and paid in Brazil on December 12, 2018 in the amount of R$ 5.03 (ii) plus R$ 2.73, corresponding to the variation of the average daily rate of Brazilian interbank deposits expressed as an annual percentage, based on 252 business days, calculated and disclosed daily by B3 (“DI Rate”), between March 15, 2018 and the Expiration Date of the Transaction including January 10, 2019 (including) and January 14, 2019 (including), the DI Rate was estimated at 6.40% per annum, with a total and final amount of R$ 50.20 per share, making up the final amount of the Adjusted Cash Amount of R$ 27,797,441.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
The amounts mentioned above are gross, not considering any tax impacts on the payment to Fibria Resident or Non-Resident Shareholders, which are detailed in the Notice to Shareholders disclosed on November 29, 2018.
Suzano performed a valuation analysis of the fair market value of the assets of Fibria acquired and liabilities assumed and using the full consideration for the Merger, performed the allocations for such assets and liabilities.
The following table summarizes the preliminary purchase price allocation based on the appraisal report prepared by an independent and specialized entity:
Cash consideration |
| 27,797,441 |
|
Issuance of shares (Suzano) |
| 9,438,413 |
|
Total consideration |
| 37,235,854 |
|
|
|
|
|
Book value of Fibria’s shareholders’ equity |
| 14,149,004 |
|
Elimination of the book value of existing goodwill, net of the deferred income taxes |
| (3,495,077 | ) |
Mandatory minimum dividends (eliminated balance) |
| 724,829 |
|
Book value of Fibria’s shareholders’ equity, net of goodwill |
| 11,378,756 |
|
|
|
|
|
Fair value adjustment on acquisition of Fibria (assets and liabilities): |
|
|
|
Inventories |
| 2,178,903 | (a) |
Property, plant and equipment |
| 9,445,315 | (b) |
Customer relationship |
| 9,030,779 | (c) |
Port Assets |
| 749,060 | (d) |
Possible contingent losses |
| (2,970,546 | )(e) |
Loans and Financing |
| (59,921 | )(f) |
Taxes recoverable |
| (235,843 | )(g) |
Other assets and liabilities, net |
| 368,624 | (h) |
Deferred taxes, net |
| (546,324 | )(i) |
Total impact of fair value |
| 17,960,047 |
|
Preliminary goodwill |
| 7,897,051 | (j) |
The Company has not yet finalized its valuation of all identifiable assets and liabilities acquired in the acquisition and therefore some of these amounts are provisional. These amounts may be adjusted as valuations are finalized.
(a) Calculated considering the balance of finished products based on selling price, net of selling expenses and an accepted margin based on the results achieved in 2018.
(b) Determined based on the analysis of market data on comparable transactions and cost quantification, based on the estimate of replacement or replacement value of the assets.
(c) In order to determine the fair value adjustment in the customer portfolio, the income approach and the MPEEM (Multi Period Excess Earnings Method) method were used to measure the present value of the income that will be generated during the remaining useful life of the asset. Considering the 5-year history of Fibria’s sales data and the churn rate that measures customer satisfaction and customer permanence in the portfolio, the adjustment was calculated using estimated discounted cash flows.
(d) Fibria has concession contracts and port assets to assist in port operations in Brazil. For fair value calculation of these assets was considered the income approach, the MPEEM (Multi Period Excess Earnings Method) method that measures the present value of the income that will be generated during the remaining useful life of the asset and method of direct cost differential.
(e) In the business combination, for the calculation of the fair value of the contingencies, whose chances of loss were classified as possible and remote, Fibria’s Management and its external and independent advisors were considered for their fair values, whose amounts were measured based on the analyzes of Fibria’s external lawyers.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
(f) The adjustment to fair value of loans and financing was calculated based on the fair value of the Bonds, based on the quotation of the security in the secondary market, and the adjustment to present value considering the market rate at the base date (On December 31, 2018).
(g) For the measurement of the fair value of the taxes to be recovered, the amount to be recovered, discounted to the present value considering the expected Selic rate for the tax period, was considered.
(h) In other net assets and liabilities, including supply contracts, accounts receivable and advances to suppliers, the income evaluation methodology, the present value and the direct cost differential were used.
(i) Deferred income tax on fair value adjustments of assets of Veracel and Portocel. For the remaining fair value, we did not recognize deferred income taxes liabilities due to Fibria’s Legal Merger in April 2019.
(j) Goodwill is attributable to the strong market position and expected future profitability of Fibria in negotiations in the eucalyptus pulp market.
For more information on the business combination refer note 13.1
2 Presentation of the unaudited condensed consolidated interim financial information
2.1 Preparation basis and presentation
The consolidated condensed interim financial information was prepared and is presented in accordance with the international standard IAS 34 Interim Financial Reporting and disclose all the applicable significant information related to the financial information, which is consistent with the information utilized by management in the performance of its duties.
The interim information was prepared using the historical cost as the basis of value, except for certain financial assets and liabilities and biological assets that are measured at fair value.
2.1.1 Consolidated Interim Financial Information
The unaudited condensed consolidated interim financial information was prepared based on the information of Suzano and its subsidiaries on the reference date, as well as in accordance with consistent accounting practices and policies.
The subsidiaries are consolidated from the date control is obtained until the date that control ceases to exist. For jointly controlled operations, the balances of assets, liabilities, revenues and expenses are proportionally recognized in relation to the participation in the joint operation. In the case of joint control with other companies, these investments are accounted for using the equity method.
In the consolidation process, the balances in the balance sheet and income statement accounts corresponding to the transactions carried out with subsidiaries are eliminated, as well as the unrealized gains and losses and the investments in these subsidiaries and their respective equity accounting results.
The unaudited condensed consolidated interim financial information of the Balance Sheet, Statements of Income (loss), Statements of Comprehensive Income (loss), Statements of Changes in Equity and Statements of Cash Flows, as well the
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
corresponding notes to the financial information regarding to the three-month period ended March 31, 2019, existing on this unaudited condensed consolidated interim financial information are not comparable with the last annual financial statements as at December 31, 2018 and the unaudited condensed consolidated interim financial information for the three-month period ended March 31, 2018 due to the conclusion of the business combination of Fibria in January 2019, as disclosed in Note 1.1 above. Thus, as from January 1, 2019, Suzano started to consolidate Fibria’s interim accounting information.
Companies included in the Company’s consolidated interim financial information:
|
|
|
| Interest in capital (%) |
| ||
Investee |
| Type of interest |
| March 31, |
| December 31, |
|
AGFA - Comércio, Administração e Participações Ltda |
| Direct |
| 100 | % | 100 | % |
Asapir Produção Florestal e Comércio Ltda (i) |
| Direct/Indirect |
| 100 | % | 50 | % |
Comercial e Agrícola Paineiras Ltda |
| Direct |
| 100 | % | 100 | % |
Eucalipto Holding S.A. (ii) |
| Direct |
|
|
| 100 | % |
Facepa - Fábrica de papel da Amazônia S.A. |
| Direct/Indirect |
| 92,80 | % | 92,80 | % |
FuturaGene Brasil Tecnologia Ltda |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Ltd |
| Indirect |
| 100 | % | 100 | % |
Ibema Companhia Brasileira de Papel |
| Joint venture |
| 49,90 | % | 49,90 | % |
Maxcel Empreendimentos e Participações S.A. |
| Direct |
| 100 | % | 100 | % |
Mucuri Energética S.A. |
| Direct |
| 100 | % | 100 | % |
Ondurman Empreendimentos Imobiliários Ltda |
| Direct |
| 100 | % | 100 | % |
Paineiras Logística e Transporte Ltda |
| Direct |
| 100 | % | 100 | % |
Stenfar S.A. Indll. Coml. Imp. Y. Exp. |
| Direct/Indirect |
| 100 | % | 100 | % |
Sun Paper and Board Limited |
| Direct |
| 100 | % | 100 | % |
Suzano Áustria GmbH |
| Direct |
| 100 | % | 100 | % |
Suzano Luxembourg |
| Direct |
| 100 | % | 100 | % |
Suzano Pulp and Paper America Inc |
| Direct |
| 100 | % | 100 | % |
Suzano Pulp and Paper Europe S.A. |
| Direct |
| 100 | % | 100 | % |
Suzano Trading Ltd |
| Direct |
| 100 | % | 100 | % |
Itacel - Terminal de Celulose de Itaqui S.A. |
| Indirect |
| 100 | % |
|
|
Fibria Celulose S.A. |
| Direct |
| 100 | % |
|
|
Fibria Terminais Portuários S.A. |
| Indirect |
| 100 | % |
|
|
Fibria Terminal de Celulose de Santos SPE S.A. |
| Indirect |
| 100 | % |
|
|
F&E Participações Ltda. |
| Indirect |
| 100 | % |
|
|
F&E Tecnologia do Brasil S.A. |
| Indirect |
| 100 | % |
|
|
Portocel - Terminal Espec. Barra do Riacho S.A. |
| Indirect |
| 51 | % |
|
|
Projetos Especiais e Investimentos S.A. |
| Indirect |
| 100 | % |
|
|
Veracel Celulose S.A. |
| Joint operation |
| 50 | % |
|
|
Fibria Celulose (USA) Inc. |
| Indirect |
| 100 | % |
|
|
Fibria Innovations Inc. |
| Indirect |
| 100 | % |
|
|
Fibria International Trade GmbH |
| Indirect |
| 100 | % |
|
|
Fibria Overseas Finance Ltd. |
| Indirect |
| 100 | % |
|
|
Fibria Overseas Holding KFT. |
| Indirect |
| 100 | % |
|
|
Fibria Trading International KFT. |
| Indirect |
| 100 | % |
|
|
(i) The full control was acquired after the acquisition of Fibria.
(ii) Company merged in January 2019, as mentioned in note 1.1.
On January 21, 2019, Voto — Votorantim Overseas Trading Operations IV Limited (former Fibria’s joint operation) repurchased its shares owned by Fibria.
3 Accounting Policies
The interim financial information was prepared using accounting practices consistent with those used in the preparation of the annual financial statements at December 31, 2018, except for the application of the new accounting standards as of January 1, 2019, described below and which the estimated impacts were previously disclosed in the annual financial statements as of December 31, 2018.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
The consolidated interim financial information should be read in conjunction with the audited annual financial statements of the Company and Fibria for the year ended December 31, 2018, considering that its purpose is to provide an update on the activities, events and significant circumstances in relation to those presented in the annual financial statements.
The following accounting practices were not described in the notes to the financial statements of Suzano as of December 31, 2018, but are relevant for this quarter, especially considering the acquisition of Fibria, as described in Note 1.1.
(i) Reclassification — Statements of cash flows
The Company made certain reclassifications on its Statements of cash flows regarding the three-month period ended March 31, 2018, substantially in operating activities, for a better comparison with the Statements of cash flows for the three-month period ended March 31, 2019.
3.1 New Accounting Policies Adopted
3.1.1 Leases — IFRS 16
The Company adopted IFRS 16 as of January 1, 2019.
This standard determines that lessees must recognize future liabilities in their liabilities and their right to use the leased asset for all lease agreements, with exemption allowed to short-term or low-value contracts. Short-term or low-value contracts for the exemption of the standard refers to contracts where the individual value of the assets is lower than US$ 5 thousand and maturity date is before 12 months, represented, mainly, by equipment of technology and vehicles.
The Company adopted the standard using a modified retrospective approach that does not require the restatement of the comparative balances.
In adopting IFRS 16, the Company recognized the lease liabilities in relation to the contracts that meet the definition of lease, whose liabilities were measured at the present value of the remaining lease payments, discounted based on the incremental loan rate. Assets associated with the right of use were measured at the amount equal to the lease liability on January 1st, 2019, with no impact on retained earnings.
The Company used the following practical expedients allowed by the standard:
a) The use of a single discount rate for a portfolio of leases with similar characteristics;
b) Leases whose maturity will occur within 12 months of the date of initial adoption of the standard, accounting will be as short-term leases (directly in the income statement);
c) The accounting of lease payments as expenses in the case of leases for which the underlying asset is of low value; and
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
d) The use of hindsight in determining the lease term, when the agreement contains options to extend or terminate the lease.
e) The Company excluded initial direct costs of measuring the right to use asset at the date of initial application.
The effects of adopting this new standard are presented in note 18.
3.1.2 Uncertainty over Income Tax Treatments — IFRIC 23
The interpretation is applicable when there are uncertainties as to the acceptance of the treatment by the Fiscal Authority. If acceptance is not likely, the values of tax assets and liabilities should be adjusted to reflect the best resolution of the uncertainty.
The Company has evaluated the changes introduced by this new standard and based on the analysis carried out, did not identify material changes that have an impact on its unaudited condensed consolidated interim financial information, or alter the recognition and measurement of uncertainties about tax treatment of income.
3.2 New standards, revisions and interpretations not yet in force
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company’s condensed consolidated interim financial information.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
4 Financial Instruments and Risks
4.1 Management of financial risks
a) Overview
In the three-month period ended March 31, 2019, there were no significant changes in the financial risk management policies and procedures compared to those reported in Note 4 to the financial statements of December 31, 2018.
b) Rating
All operations with financial instruments are recognized in the Company’s interim financial information, as shown below in the following categories:
|
| March 31, |
| December 31, |
|
Assets |
|
|
|
|
|
At amortized cost |
|
|
|
|
|
Cash and cash equivalents (Note 5) |
| 3,095,885 |
| 4,387,453 |
|
Trade accounts receivable (Note 7) |
| 3,507,439 |
| 2,537,058 |
|
Other assets |
| 523,986 |
| 263,110 |
|
|
| 7,127,310 |
| 7,187,621 |
|
At fair value through profit and loss |
|
|
|
|
|
Derivative financial instruments (Note 4) |
| 1,376,335 |
| 493,934 |
|
Stock Options (Note 13. (d))) |
| 5,845 |
|
|
|
Financial Investments (Note 6) |
| 3,862,789 |
| 21,098,565 |
|
|
| 5,244,969 |
| 21,592,499 |
|
Fair value through other comprehensive income |
|
|
|
|
|
Other investments (Note 13. (d)) |
| 202,960 |
|
|
|
|
| 202,960 |
|
|
|
Liabilities |
|
|
|
|
|
At amortized cost |
|
|
|
|
|
Loans and financing (Note 17.1) |
| 54,020,273 |
| 31,074,056 |
|
Debentures (Nota 17.5) |
| 6,744,356 |
| 4,663,453 |
|
Accounts payable for leasing operations (Note 18.2) |
| 4,016,206 |
|
|
|
Accounts payable with acquisition of assets and subsidiaries |
| 1,004,497 |
| 992,512 |
|
Suppliers and other liabilities |
| 4,597,777 |
| 1,037,220 |
|
|
| 70,383,109 |
| 37,767,241 |
|
At fair value through profit and loss |
|
|
|
|
|
Derivative financial instruments (Note 4) |
| 2,917,219 |
| 1,636,700 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
c) Fair value of loans and financing
The following is a breakdown of the estimated fair values of loans and financing:
|
| Yield used |
| March 31, |
| December 31, |
|
Quoted in the secondary market |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
Bonds |
| US$ |
| 24,779,988 |
| 15,035,165 |
|
Estimated to present value |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
Export credits (pre-payment) |
| LIBOR US$ |
| 16,778,162 |
| 12,819,072 |
|
Export credits (Finnvera) |
| LIBOR US$ |
| 2,277,492 |
| 832,907 |
|
Export credits (ACC/ACE) |
| DI 1 |
| 1,791,945 |
| 1,732,088 |
|
In local currency |
|
|
|
|
|
|
|
BNDES — TJLP |
| DI 1 (ii) |
| 1,990,925 |
| 206,601 |
|
BNDES — Fixed |
| DI 1 |
| 131,488 |
| 348,827 |
|
BNDES — Selic (Special Settlement and Custody System) |
| DI 1 |
| 625,687 |
|
|
|
Currency basket |
| DI 1 |
| 69,877 |
| 169,243 |
|
CRA (Agribusiness Receivables Certificate) |
| DI 1 |
| 7,560,271 |
| 2,383,775 |
|
FINEP (Financier of Studies and Projects) |
| DI 1 |
| 492 |
|
|
|
NCE (Export Credit Notes) in Reais |
| DI 1 |
| 1,419,457 |
| 1,501,623 |
|
NCR — (Rural Credit Notes) |
| DI 1 |
| 796,955 |
| 297,375 |
|
FDCO — (West Center Development Fund) |
| DI 1 |
| 598,800 |
|
|
|
|
|
|
| 58,831,539 |
| 35,326,676 |
|
The Company’s Management considers that for its other financial assets and liabilities measured at amortized cost, its book values approximate their fair values and therefore the information on their fair values is not being presented.
4.2 Liquidity risk
The following are the remaining contractual maturities (consolidated) of financial liabilities at the reporting date. The following amounts are cash flows, are undiscounted and include contractual interest payments and exchange variation, and therefore may not be reconciled with the amounts disclosed in the balance sheet.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| March 31, 2019 |
| ||||||||||
|
| Total Book |
| Total Future |
| Up to 1 |
| 1 - 2 |
| 2 - 5 |
| More than 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payables |
| 4,049,078 |
| 4,049,078 |
| 4,049,078 |
|
|
|
|
|
|
|
Loans and financing |
| 54,020,273 |
| 76,502,622 |
| 7,110,396 |
| 11,069,704 |
| 24,863,159 |
| 33,459,363 |
|
Debentures |
| 6,744,356 |
| 9,956,623 |
| 406,420 |
| 2,883,216 |
| 1,491,712 |
| 5,175,275 |
|
Lease obligation |
| 4,016,206 |
| 6,587,184 |
| 633,828 |
| 598,760 |
| 1,534,325 |
| 3,820,271 |
|
Liabilities for asset acquisitions and subsidiaries |
| 1,004,497 |
| 1,106,036 |
| 499,195 |
| 101,245 |
| 318,635 |
| 186,961 |
|
Derivative financial instruments |
| 2,917,219 |
| 5,380,141 |
| 328,353 |
| 763,181 |
| 1,003,351 |
| 3,285,256 |
|
Other liabilities |
| 548,699 |
| 548,699 |
| 335,495 |
| 213,204 |
|
|
|
|
|
|
| 73,300,328 |
| 104,130,383 |
| 13,362,765 |
| 15,629,310 |
| 29,211,182 |
| 45,927,126 |
|
|
| December 31, 2018 |
| ||||||||||
|
| Total Book |
| Total Future |
| Up to 1 |
| 1 - 2 |
| 2 - 5 |
| More than 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payables |
| 632,565 |
| 632,565 |
| 632,565 |
|
|
|
|
|
|
|
Loans and financing |
| 31,074,056 |
| 45,997,323 |
| 4,818,397 |
| 3,672,268 |
| 16,850,840 |
| 20,655,818 |
|
Debentures |
| 4,663,453 |
| 8,022,759 |
| 340,044 |
| 419,401 |
| 1,521,757 |
| 5,741,556 |
|
Liabilities for asset acquisitions and subsidiaries |
| 992,512 |
| 1,099,331 |
| 495,862 |
| 100,715 |
| 316,730 |
| 186,023 |
|
Derivative financial instruments |
| 1,636,700 |
| 2,149,710 |
| 790,679 |
| 736,715 |
| 465,853 |
| 156,462 |
|
Other liabilities |
| 404,655 |
| 404,655 |
| 367,314 |
| 37,341 |
|
|
|
|
|
|
| 39,403,941 |
| 58,306,342 |
| 7,444,861 |
| 4,966,440 |
| 19,155,180 |
| 26,739,859 |
|
4.3 Market risk
4.3.1. Exchange rate risk
The following table shows the net exposure of assets and liabilities in foreign currency, primarily the U.S. dollar:
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
Cash and cash equivalents |
| 2,649,942 |
| 1,143,968 |
|
Trade accounts receivable |
| 2,418,951 |
| 1,661,108 |
|
Derivative financial instruments |
|
|
| 493,685 |
|
|
|
|
|
|
|
|
| 5,068,893 |
| 3,298,761 |
|
Liabilities |
|
|
|
|
|
Trade accounts payables |
| (2,594,837 | ) | (72,720 | ) |
Loans and financing |
| (41,163,009 | ) | (26,384,721 | ) |
Liabilities for asset acquisitions and subsidiaries |
| (339,682 | ) | (333,049 | ) |
Derivative financial instruments |
| (1,694,864 | ) | (1,464,569 | ) |
|
|
|
|
|
|
|
| (45,792,392 | ) | (28,255,059 | ) |
Liability exposure |
| (40,723,499 | ) | (24,956,298 | ) |
Sensitivity analysis — foreign exchange exposure
For market risk analysis, the Company uses scenarios to jointly evaluate the long and short positions in foreign currency, and the possible effects on its results. The probable scenario represents the amounts already booked, as they reflect the translation into Brazilian reais on the base date of the balance sheet (R$/US$ = 3.8967).
The other scenarios were created considering the appreciation/depreciation of the Brazilian real against the U.S. dollar at the rates of 25% and 50%, before taxes.
The note below presents the potential impacts on the results assuming these scenarios (in absolute amounts):
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| March 31, 2019 |
| ||||
|
|
|
| Effect on Income and Equity |
| ||
Consolidated |
| Probable |
| Possible Increase |
| Remote Increase |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 2,649,942 |
| 662,486 |
| 1,324,971 |
|
Trade accounts receivable |
| 2,418,951 |
| 604,738 |
| 1,209,476 |
|
Trade accounts payables |
| 2,594,837 |
| 648,709 |
| 1,297,419 |
|
Loans and financing |
| 41,089,813 |
| 10,272,453 |
| 20,544,907 |
|
Liabilities for asset acquisitions and subsidiaries |
| 339,682 |
| 84,921 |
| 169,841 |
|
Derivatives Non-Deliverable Forward (“NDF”) |
| 15,600 |
| 133,805 |
| 273,238 |
|
Derivatives Swap |
| 1,415,593 |
| 3,776,284 |
| 7,402,589 |
|
Derivatives Options |
| 233,359 |
| 4,922,848 |
| 10,823,684 |
|
4.3.2 Interest rate risk
Sensitivity analysis — exposure to interest rates
For market risk analysis, the Company uses scenarios to evaluate the sensitivity that variations in operations impacted by the rates: Interbank Deposit Rate (“CDI”), Long Term Interest Rate (“TJLP”), Special System for Settlement and Custody (“SELIC”) and the London Interbank Offered Rate (“LIBOR”) may have on its results. The probable scenario represents the amounts already booked, as they reflect the best estimate of the Management.
This analysis assumes that all other variables, particularly exchange rates, remain constant. The other scenarios were developed considering appreciation/depreciation of 25% and 50% in the market interest rates. The following table shows the potential impacts on the results (in absolute amounts):
|
| March 31, 2019 |
| ||||
|
| Effect on Income and Equity |
| ||||
Consolidated |
| Probable |
| Possible Increase |
| Remote Increase |
|
|
|
|
|
|
|
|
|
CDI |
|
|
|
|
|
|
|
Cash and cash equivalents |
| 343,466 |
| 5,495 |
| 10,991 |
|
Financial investments |
| 3,862,789 |
| 61,805 |
| 123,609 |
|
Loans and financing |
| 6,867,713 |
| 109,883 |
| 219,767 |
|
Debentures |
| 6,744,356 |
| 107,910 |
| 215,819 |
|
Derivative Swaps |
| 1,290,592 |
| 959,250 |
| 1,933,163 |
|
Derivative Options |
| 241,417 |
| 129,606 |
| 276,054 |
|
|
|
|
|
|
|
|
|
TJLP |
|
|
|
|
|
|
|
Loans and financing |
| 1,949,193 |
| 30,505 |
| 61,010 |
|
LIBOR |
|
|
|
|
|
|
|
Loans and financing |
| 17,538,966 |
| 113,992 |
| 227,985 |
|
Derivative Swap |
| 278,981 |
| 222,920 |
| 437,767 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
Sensitivity analysis for changes in the consumer price index of the US economy
For the calculation of the probable scenario, the United States Consumer Price Index (US-CPI) was considered on March 31, 2019. The probable scenario was extrapolated considering an increase / decrease of 25 % and 50% in the US-CPI to define the possible and remote scenarios, respectively
|
| March 31, 2019 |
| ||
|
| Impact of an increase/decrease of |
| ||
|
| Possible (25%) |
| Remote (50%) |
|
|
|
|
|
|
|
Embedded derivative in forestry partnership and standing wood supply agreements |
| 111,213 |
| 228,044 |
|
4.4 Derivative financial instruments
The Company determines the fair value of derivative contracts and recognizes that these amounts may differ from the amounts realized in the event of early settlement. The amounts reported by the Company are based on an estimate and using data provided by a third party, calculated internally and compared with calculations performed by external consulting.
a) Outstanding derivatives by type of contract (including embedded derivatives)
On March 31, 2019 and December 31, 2018, the positions of outstanding derivatives are presented below:
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| Notional value in US$ |
| Fair value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| March 31, |
| December 31, |
| March 31, |
| December 31, |
|
Type of derivative |
|
|
|
|
|
|
|
|
|
Instruments contracted with protection strategy |
|
|
|
|
|
|
|
|
|
Operational Hedge |
|
|
|
|
|
|
|
|
|
NDF (R$ x US$) |
| 150,000 |
| 150,000 |
| 15,600 |
| 17,036 |
|
Zero Cost Collar (R$ x US$) |
| 6,295,000 |
| 3,040,000 |
| (233,359 | ) | (134,814 | ) |
Debt hedge |
|
|
|
|
|
|
|
|
|
Interest rate hedge |
|
|
|
|
|
|
|
|
|
Swap LIBOR to Fixed (US$) |
| 2,757,143 |
| 2,757,143 |
| (278,981 | ) | (170,707 | ) |
Swap IPCA to CDI (nocional in Reais) |
| 843,845 |
|
|
| 153,980 |
|
|
|
Swap CDI x Fixed (US$) |
| 3,209,084 |
| 2,402,110 |
| (1,344,385 | ) | (853,141 | ) |
Pre-fixed Swap to US$ (US$) |
| 209,855 |
|
|
| (100,187 | ) |
|
|
Hedge de Commodity |
|
|
|
|
|
|
|
|
|
Swap Bunker (oil) |
| 5,893 |
| 5,344 |
| 5,629 |
| (1,140 | ) |
Derivative embedded in a contract for the purchase of standing wood (a) |
|
|
|
|
|
|
|
|
|
US - CPI Swap |
| 712,902 |
|
|
| 240,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,540,884 | ) | (1,142,766 | ) |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
| 615,887 |
| 352,454 |
|
Non-current assets |
|
|
|
|
| 760,448 |
| 141,480 |
|
Current liabilities |
|
|
|
|
| (808,560 | ) | (596,530 | ) |
Non-current liabilities |
|
|
|
|
| (2,108,659 | ) | (1,040,170 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,540,884 | ) | (1,142,766 | ) |
(a) The embedded derivative refers to the swap contracts for the sale of US-CPI variations within the term of the forest partnership contracts and the provision of standing timber.
b) Fair value by maturity schedule
|
| Net Fair Value |
| ||
|
| March 31, |
| December 31, |
|
Maturity of derivatives |
|
|
|
|
|
2019 |
| (218,904 | ) | (244,069 | ) |
2020 |
| (438,688 | ) | (180,333 | ) |
2021 |
| 125,288 |
| 87,851 |
|
2022 |
| (118,780 | ) | 83,692 |
|
2023 |
| 226,617 |
| 80,052 |
|
2024 |
| (116,583 | ) | 82,963 |
|
2025 |
| (535,960 | ) | (486,958 | ) |
2026 after |
| (463,874 | ) | (565,964 | ) |
|
| (1,540,884 | ) | (1,142,766 | ) |
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
c) Assets and liabilities position of the open derivatives
The positions of outstanding derivatives are presented below:
|
| Notional value |
| Fair value |
| ||||||
|
| Currency |
| March 31, 2019 |
| December |
| March |
| December |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt hedge |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Swap CDI x Fixed (US$) |
| R$ |
| 86,449 |
| 8,722,620 |
| 3,145,977 |
| 119,178 |
|
Real Pre (real to dollar) |
| R$ |
| 22,400 |
|
|
| 22,168 |
|
|
|
Swap US-CPI |
| US$ |
| 712,902 |
|
|
| 240,819 |
|
|
|
Real IPCA (IPCA for CDI) |
| R$ |
| 912,390 |
|
|
| 1,027,387 |
|
|
|
|
|
|
|
|
|
|
| 4,436,351 |
| 119,178 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Swap CDI x Fixed (US$) |
| US$ |
| 2,428,152 |
| 2,402,110 |
| (4,490,362 | ) | (972,319 | ) |
Swap Libor x Fixed (US$) |
| US$ |
| 2,757,143 |
| 2,757,143 |
| (278,981 | ) | (170,707 | ) |
Fixed dollar (pre-real for dollar) |
| US$ |
| 209,855 |
|
|
| (122,355 | ) |
|
|
Real Fixo (IPCA to CDI) |
| R$ |
| 843,845 |
|
|
| (873,407 | ) |
|
|
|
|
|
|
|
|
|
| (5,765,105 | ) | (1,143,026 | ) |
|
|
|
|
|
|
|
| (1,328,754 | ) | (1,023,848 | ) |
Operational hedge |
|
|
|
|
|
|
|
|
|
|
|
Zero cost collar (US$ x R$) |
| US$ |
| 6,295,000 |
| 3,040,000 |
| (233,359 | ) | (134,814 | ) |
NDF (R$ x US$) |
| US$ |
| 150,000 |
| 150,000 |
| 15,600 |
| 17,036 |
|
|
|
|
|
|
|
|
| (217,759 | ) | (117,778 | ) |
Commodity hedge |
|
|
|
|
|
|
|
|
|
|
|
Swap Bunker |
| US$ |
| 5,893 |
| 5,344 |
| 5,629 |
| (1,140 | ) |
|
|
|
|
|
|
|
| 5,629 |
| (1,140 | ) |
Total in derivatives |
|
|
|
|
|
|
| (1,540,884 | ) | (1,142,766 | ) |
d) Fair value and settled amounts
The consolidated positions of settled derivatives were as follows:
|
| Settlement Values |
| ||
|
| March 31, |
| March 31, |
|
Operational hedge |
|
|
|
|
|
Zero cost collar (R$ x US$) |
| 16,568 |
| 10,165 |
|
|
| 16,568 |
| 10,165 |
|
Commodity hedge |
|
|
|
|
|
Bunker (oil) |
| 735 |
|
|
|
|
| 735 |
|
|
|
Debt hedge |
|
|
|
|
|
Swap CDI x Fixed (US$) |
| 9,452 |
| 2,871 |
|
Swap IPCA x CDI |
| 11,179 |
|
|
|
Swap Libor x Fixed (US$) |
| (2,074 | ) |
|
|
Swap Pre Fixed to US$ (US$) |
| (11,095 | ) |
|
|
|
| 7,462 |
| 2,871 |
|
Total in derivatives |
| 24,765 |
| 13,036 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
4.5 Capital management
The main objective of Company’s capital management is to ensure and maintain a solid credit rating, in addition to mitigating risks that may affect capital availability in business development.
The Company monitors constantly significant indicators, such as:
i) consolidated financial leverage ratio, which is the ratio of total net debt to its adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”); and
ii) management of contractual financial covenants, maintaining a safety margin so as not to breach these covenants. Management prioritizes new loans denominated in the same currency of its main cash generation source, to obtain a natural hedge in the long term for its cash flow. The Company manages its capital structure and adjusts based on changes in economic conditions.
4.6 Fair value hierarchy
In the three-month period ended March 31, 2019, there were no changes in the criteria of classification of the assets and liabilities in the levels of the fair value hierarchy when compared to the criteria used in the classification of those instruments disclosed in Note 4.7 to our most recent annual financial statements as at December 31, 2018. There were no transfers between levels 1, 2 and 3 during the periods presented.
|
| March 31, 2019 |
| ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| 1,376,335 |
|
|
| 1,376,335 |
|
Stock options - Ensyn |
|
|
|
|
| 5,845 |
| 5,845 |
|
Financial investments |
| 779,289 |
| 3,063,500 |
|
|
| 3,862,789 |
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through comprehensive income |
|
|
|
|
|
|
|
|
|
Other investments - Ensyn |
|
|
|
|
| 162,239 |
| 162,239 |
|
Other investments - CelluForce |
|
|
|
|
| 18,841 |
| 18,841 |
|
Other investments - Spinnova |
|
|
|
|
| 21,880 |
| 21,880 |
|
|
|
|
|
|
|
|
|
|
|
Biological assets |
|
|
|
|
| 9,752,742 |
| 9,752,742 |
|
Total Assets |
| 799,289 |
| 4,439,835 |
| 9,961,547 |
| 15,200,671 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| (2,917,219 | ) |
|
| (2,917,219 | ) |
Total Liabilities |
|
|
| (2,917,219 | ) |
|
| (2,917,219 | ) |
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| December 31, 2018 |
| ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| 493,934 |
|
|
| 493,934 |
|
Financial investments |
| 14,933,513 |
| 6,165,052 |
|
|
| 21,098,565 |
|
|
|
|
|
|
|
|
|
|
|
Biological assets |
|
|
|
|
| 4,935,905 |
| 4,935,905 |
|
Total Assets |
| 14,933,513 |
| 6,658,986 |
| 4,935,905 |
| 26,528,404 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| (1,636,700 | ) |
|
| (1,636,700 | ) |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
| (1,636,700 | ) |
|
| (1,636,700 | ) |
5 Cash and Cash Equivalents
|
| Average |
| March 31, |
| December 31, |
|
Cash and banks |
| 2,52 |
| 2,203,825 |
| 1,151,766 |
|
Cash equivalents |
|
|
|
|
|
|
|
Local currency |
|
|
|
|
|
|
|
Fixed-term deposits (i) |
| 97% of CDI |
| 370,335 |
| 3,215,252 |
|
Foreign currency |
|
|
|
|
|
|
|
Fixed-term deposits (i) |
| 2,62 |
| 521,725 |
| 20,435 |
|
|
|
|
| 3,095,885 |
| 4,387,453 |
|
(i) Refers to Time Deposit and Overnight applications, maturing up to 90 days.
6 Financial Investments
|
| Average yield |
| March 31, |
| December 31, |
|
In local currency |
|
|
|
|
|
|
|
Federal Fund Provision |
| 3,04% |
| 362 |
|
|
|
Investment Funds |
| 99,13% do CDI |
| 582,017 |
| 14,933,513 |
|
Public titles |
|
|
|
|
|
|
|
Measured at fair value through profit or loss |
| 99,13% do CDI |
| 798,927 |
| 2,049,281 |
|
Private Securities (Compromised) |
| 100,12% do CDI |
| 2,305,924 |
| 4,115,771 |
|
Private Securities (Compromised) - Escrow |
| 102% do CDI |
| 175,559 |
|
|
|
Account (i) |
|
|
|
|
|
|
|
|
|
|
| 3,862,789 |
| 21,098,565 |
|
Current |
|
|
| 3,687,230 |
| 21,098,565 |
|
Non-Current |
|
|
| 175,559 |
|
|
|
(i) Refers to the guarantee account recognized by Fibria, which will be released only after obtaining the applicable governmental approvals and compliance by the Company with the conditions precedent to the conclusion of the Losango Project provided for in the agreement entered with CMPC Celulose Riograndense SA (“CMPC”). The Losango Project was an operation to buy and sell lands and forests involving Fibria and CMPC, signed in December 2012.
The variation in the balance is substantially related to the payment made for the purchase of Fibria in the amount of R$ 27,797,441, as disclosed in note 1.1.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
7 Trade Accounts Receivables
7.1 Breakdown of balances
|
| March 31, |
| December 31, |
|
Domestic customers |
|
|
|
|
|
Third parties |
| 1,093,779 |
| 853,684 |
|
Receivables Investment Fund (“FIDC”) (a) |
| 14,179 |
| 22,299 |
|
Related parties (b) (Companies of the Suzano group) (Note 10) |
| 48,185 |
| 36,727 |
|
Foreign customers |
|
|
|
|
|
Third parties |
| 2,418,951 |
| 1,661,527 |
|
Fair value adjustment on acquisition of Fibria |
| (22,828 | ) |
|
|
Fair value adjustment on acquisition of Fibria - Amortization |
| 4,249 |
|
|
|
Allowance for doubtful accounts |
| (49,076 | ) | (37,179 | ) |
|
| 3,507,439 |
| 2,537,058 |
|
(a) In 2017, the Company created the Credit Rights Investment Fund (“FIDC”), which is a vehicle with the purpose of acquiring credit rights originated from the sales made by Suzano to facilitate credit to certain customers. The FIDC is an investment fund that acquires receivables and securities representing credit rights. The FIDC has a two-year term which ended in March 2019 and was renewed for another 6 months. The Company has a co-obligation and maintains a substantial credit risk, so that the Company booked an accounts receivable of R$ 14,179 and a liability (loan) of R$ 14,179 (Note 17.1).
The change in the consolidated balance is mainly related to the balances arising from the acquisition of Fibria in January 2019, as disclosed in note 1.1.
The Company performs factoring transactions for certain customers’ receivables where, substantially all risks and rewards related to these receivables are transferred to the counterpart, so that these receivables are derecognized from accounts receivable in the balance sheet. The impact of these factoring transactions on the accounts receivable in the balance sheet as at March 31, 2019, is R$ 3,464,419 (R$ 396,563 as at December 31, 2018).
7.2 Past due securities
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Past due: |
|
|
|
|
|
Up to 30 days |
| 300,639 |
| 291,050 |
|
From 31 and 60 days |
| 21,845 |
| 54,845 |
|
From 61 and 90 days |
| 9,183 |
| 10,982 |
|
From 91 and 120 days |
| 10,212 |
| 7,446 |
|
From 121 and 180 days |
| 3,634 |
| 6,285 |
|
Over 180 days |
| 73,589 |
| 47,262 |
|
|
| 419,102 |
| 417,870 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
7.3 Changes in allowance for doubtful accounts
|
| March 31, |
| December 31, |
|
Balance at beginning of the period |
| (37,179 | ) | (38,740 | ) |
Amount from the acquisition of Fibria |
| (5,947 | ) |
|
|
Credits (accrued)/ reversed in the period |
| (8,084 | ) | (11,578 | ) |
Credits recovered in the period |
| 360 |
| 5,128 |
|
Credits definitively written-off from position |
| 1,461 |
| 8,993 |
|
Exchange variation |
| 313 |
| (982 | ) |
Balance at the end of the period |
| (49,076 | ) | (37,179 | ) |
The Company maintains guarantees for overdue securities in its commercial operations, through credit insurance policies, letters of credit and other guarantees. Part of these guarantees cover and therefore avoid the need to recognize estimated losses with doubtful accounts, in accordance with the Company’s credit policy.
8 Inventories
|
| March 31, |
| December 31, |
|
Finished goods |
|
|
|
|
|
Pulp |
|
|
|
|
|
Domestic (Brazil) |
| 890,093 |
| 167,317 |
|
Foreign |
| 3,605,868 |
| 485,226 |
|
Paper |
|
|
|
|
|
Domestic (Brazil) |
| 253,631 |
| 227,303 |
|
Foreign |
| 95,940 |
| 67,872 |
|
Work in process |
| 92,148 |
| 52,882 |
|
Raw material |
| 1,620,297 |
| 626,150 |
|
Spare Parts |
| 497,713 |
| 226,354 |
|
Fair value adjustment on acquisition of Fibria |
| 2,178,903 |
|
|
|
Fair value adjustment on acquisition of Fibria — Amortization |
| (1,189,942 | ) |
|
|
|
| 8,044,651 |
| 1,853,104 |
|
The change in the consolidated balance is substantially related to the balances arising from the acquisition of Fibria in January 2019, as disclosed in note 1.1.
On March 31, 2019, inventories are net of estimated losses in the amounts of R$ 47,784 (December 31, 2018, R$ 33,195).
8.1 Changes in estimated losses
|
| March 31, |
| December 31, |
|
Balance at the beginning of the period |
| (33,195 | ) | (51,911 | ) |
Amount from the acquisition of Fibria |
| (11,117 | ) |
|
|
Constitution of provisions (a) |
| (12,887 | ) | (10,605 | ) |
Reversal of provisions |
| 53 |
| 5,873 |
|
Write-off inventories (b) |
| 9,362 |
| 23,447 |
|
Balance at the end of the period |
| (47,784 | ) | (33,195 | ) |
(a) In the three-month period ended March 31, 2019, refers, mainly, to estimated losses of inventories of finished goods (paper) and raw material, in the amounts of R$ 8,325 and R$ 4,271, respectively.
(b) In the three-month period ended March 31, 2019, refers to write-off of spare parts and raw material, in the amounts of R$ 5,786 and R$ 3,576, respectively.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
During the three-month period ended March 31, 2019, additional write-offs were booked in the income statement in the amount of R$ 1,704 (December 31, 2018, R$ 29,828).
No inventory items were given as warranty for or guarantee of liabilities for the fiscal years presented.
9 Recoverable Taxes
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
IRPJ e CSLL - prepayments and withheld taxes |
| 726,808 |
| 103,939 |
|
PIS and COFINS - on acquisition of property, plant and equipment assets (a) |
| 293,703 |
| 55,518 |
|
PIS and COFINS - other operations |
| 451,324 |
| 12,426 |
|
ICMS - on acquisition of property, plant and equipment assets (b) |
| 120,729 |
| 78,154 |
|
ICMS - other operations (c) |
| 1,443,738 |
| 215,361 |
|
Reintegra Program (d) |
| 120,790 |
| 48,879 |
|
Other taxes and contributions |
| 42,066 |
| 24,845 |
|
Provision for the impairment of ICMS credits (e) |
| (1,256,404 | ) | (10,792 | ) |
Fair value adjustment on acquisition of Fibria |
| (235,843 | ) |
|
|
Fair value adjustment on acquisition of Fibria - Amortization |
| 9,192 |
|
|
|
|
|
|
|
|
|
|
| 1,716,103 |
| 528,330 |
|
|
|
|
|
|
|
Current assets |
| 944,407 |
| 296,832 |
|
Non-current assets |
| 771,696 |
| 231,498 |
|
(a) Social Integration Program (“PIS”) / Social Security Funding Contribution (“COFINS”) - Credits whose realization is linked to the depreciation period of the corresponding asset.
(b) Fair value adjustment on acquisition of Fibria - Tax on Sales and Services (“ICMS”): Credits from the entry of goods destined for property, plant and equipment are recognized at the ratio of 1/48 from the entry and on a monthly basis, as per the bookkeeping of ICMS Control on Property, Plant and Equipment (“CIAP”).
(c) ICMS credits accrued due to the volume of exports and credit generated in operations of entry of products. Credits are concentrated in the state of Maranhão, where the Company realizes the credits through “Transfer of Accrued Credit” (sale of credits to third parties), after approval from the State Ministry of Finance. Credits are also being realized through consumption in its consumer goods (tissue) operations in the domestic market that are already operational in Maranhão.
(d) Special Regime of Tax Refunds for Export Companies (“Reintegra”). Reintegra is a program that aims to refund the residual costs of taxes paid throughout the exportation chain to taxpayers, to make them more competitive in international markets.
(e) Includes the provision for discount on sale to third parties of the accumulated ICMS credit in Maranhão and the provision for full loss of the low probability of realization of the units of Mato Grosso do Sul, Bahia and Espírito Santo due to the difficulty of its accomplishment (item 9.c)).
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
10 Related Parties
The Company’s commercial and financial operations with its controlling shareholder, and Companies owned by its controlling shareholder Suzano Holding (“Suzano Group”) were carried out at specific prices and conditions in terms of values, terms and rates.
In the three-month period ended March 31, 2019, there were no material changes in the terms of the agreements, deal and transactions entered into, nor were there any new contracts, agreements or transactions of different natures entered into in the period between the Company and its related parties in relation to those described in the last annual financial statements of December 31, 2018, except for the transactions involving Fibria and Portocel highlighted below, which became related parties of the Company due to the conclusion of the business combination in January 2019, as mentioned in Note 1.1.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
10.1 Balances recognized in assets and liabilities
|
|
|
| Balances receivable (payable) |
| ||
|
| Nature |
| March 31, |
| December 31, |
|
|
|
|
|
|
|
|
|
Transactions with controlling shareholders |
|
|
|
|
|
|
|
Suzano Holding |
| Granting of guarantees and administrative expenses |
| (109 | ) | (125 | ) |
|
|
|
| (109 | ) | (125 | ) |
Transactions with companies of the Suzano Group and other related parties: |
|
|
|
|
|
|
|
Bexma |
| Administrative expenses |
| 1 |
| 1 |
|
Ecofuturo |
| Social services |
| (682 | ) | (33 | ) |
Ibema |
| Sale of paper |
| 48,174 |
| 36,721 |
|
Ibema |
| Purchase of products |
| (768 | ) | (1,643 | ) |
Bizma |
| Investment fund management |
| 3 |
| 2 |
|
Management |
| Others |
| (4 | ) |
|
|
|
|
|
| 46,724 |
| 35,048 |
|
Total |
|
|
| 46,615 |
| 34,923 |
|
Presented in the following lines: |
|
|
|
|
|
|
|
In assets |
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
| 48,185 |
| 36,727 |
|
In liabilities |
|
|
|
|
|
|
|
Trade accounts payable |
|
|
|
|
|
|
|
Third-party non-current |
|
|
| (1,570 | ) | (1,804 | ) |
Total |
|
|
| 46,615 |
| 34,923 |
|
10.2 Amounts transacted in the period
|
|
|
| Amounts transacted — |
| ||
|
| Nature |
| March 31, |
| March 31, |
|
Transactions with controlling shareholders |
|
|
|
|
|
|
|
Suzano Holding |
| Granting of guarantees and administrative expenses |
| (1,647 | ) | (3,015 | ) |
|
|
|
| (1,647 | ) | (3,015 | ) |
Transactions with companies of the Suzano Group and other related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nemonorte |
| Real estate advisory |
| (45 | ) | (62 | ) |
Bexma |
| Administrative expenses |
| 1 |
| 3 |
|
Lazam - MDS |
| Insurance advisory and consulting |
|
|
| (31 | ) |
Ecofuturo |
| Social services |
| (1,557 | ) | (873 | ) |
Ibema |
| Sale of paper |
| 36,881 |
| 47,602 |
|
Ibema |
| Purchase of products |
| (933 | ) |
|
|
Bizma |
| Investment fund management |
| 5 |
| 9 |
|
Mabex |
| Aircraft services (freight) |
| (35 | ) |
|
|
Management |
| Others |
| (115 | ) |
|
|
|
|
|
| 34,202 |
| 46,648 |
|
Total |
|
|
| 32,555 |
| 43,633 |
|
10.3 Management compensation
For the periods ended March 31, 2019 and 2018, expenses related to the compensation of key management personnel, which include the Board of Directors, Fiscal Council and Board of Executive Officers, in addition to certain executives, recognized in the statement of income for the period, are presented as follows:
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| March 31, |
| March 31, |
|
Short-term benefits |
|
|
|
|
|
Salary or compensation |
| 8,955 |
| 8,727 |
|
Direct and indirect benefits |
| 467 |
| 815 |
|
Bonus |
| 2,897 |
| 3,788 |
|
|
| 12,319 |
| 13,330 |
|
Long-term benefits |
|
|
|
|
|
Share-based compensation |
| 38,238 |
| 31,819 |
|
|
| 38,238 |
| 31,819 |
|
|
|
|
|
|
|
Total |
| 50,557 |
| 45,149 |
|
Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus and “13th salary” bonus), and payroll charges (company share of contributions to social security — INSS) and variable compensation such as profit sharing, bonus and benefits (company car, health plan, meal voucher, market voucher, life insurance and private pension plan).
Long-term benefits include the stock option plan and phantom shares for executives and key members of the Management, in accordance with the specific regulations (Note 21).
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
11 Current and Deferred Taxes
The Company, based on expected generation of future taxable income as determined by a technical study approved by Management, recognized deferred tax assets over temporary differences, income and social contribution tax loss carryforwards, which do not expire.
Deferred income and social contribution taxes are originated as follows:
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Tax loss |
| 284,472 |
| 310,293 |
|
Negative tax base |
| 8,276 |
| 6,627 |
|
Provision for judicial liabilities |
| 236,489 |
| 101,667 |
|
Operating provisions and other losses |
| 859,112 |
| 286,616 |
|
Exchange variation losses (net) - payable on a cash basis for tax purposes |
| 1,562,420 |
| 534,093 |
|
Losses on derivatives |
| 524,535 |
| 388,153 |
|
Fair value adjustment on business combination — Amortization |
| 554,511 |
| 5,327 |
|
Unrealized profit |
| 508,957 |
| 227,830 |
|
Leasing |
| 11,017 |
| 6,196 |
|
Biologic assets - Fair value |
| 119,161 |
|
|
|
Other temporary differences |
| 7,956 |
| 4,056 |
|
Deferred taxes — asset |
| 4,676,906 |
| 1,870,858 |
|
|
|
|
|
|
|
Goodwill - Tax benefit on unamortized goodwill |
| 13,934 |
| 13,161 |
|
Property, plant and equipment - assigned cost adjustment |
| 1,538,131 |
| 1,552,579 |
|
Accelerated tax depreciation |
| 1,171,114 |
| 1,196,182 |
|
Transaction cost |
| 144,800 |
| 23,145 |
|
Fair value adjustment on acquisition of Fibria - Amortization |
| 635 |
|
|
|
Other temporary differences |
| 20,165 |
| 2,158 |
|
Biologic assets - Fair value |
| 107,676 |
| 112,768 |
|
Provision for taxes (Income tax) on results of subsidiaries abroad |
| 520,480 |
|
|
|
Fair value adjustment on acquisition of Fibria — Deferred taxes |
| 546,324 |
|
|
|
Fair value adjustment on acquisition of Fibria — Deferred taxes - Amortization |
| (14,246 | ) |
|
|
Deferred taxes - liabilities |
| 4,049,013 |
| 2,899,993 |
|
|
|
|
|
|
|
Total non-current assets, per entity |
| 1,431,134 |
| 8,998 |
|
Total non-current liabilities, per entity |
| 803,241 |
| 1,038,133 |
|
The projected realization of deferred taxes was prepared based on the Management’s best estimates and on projected results. However, since there are diverse assumptions over which the Company has no control, such as inflation rates, exchange volatility, international market prices and other economic uncertainties in Brazil, future results may differ from those considered in this projection show below:
Year |
|
|
|
|
|
|
|
April to December 2019 |
| 1,243,568 |
|
In 2020 |
| 492,735 |
|
In 2021 |
| 508,221 |
|
In 2022 |
| 503,528 |
|
In 2023 |
| 659,326 |
|
In 2024 |
| 440,646 |
|
2025 to 2028 |
| 844,686 |
|
|
| 4,692,710 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
Changes in the net balance of deferred income tax are as follows:
|
| March 31, |
| December 31, |
|
At the beginning of the period |
| (1,029,135 | ) | (1,787,354 | ) |
Amount from the acquisition of Fibria |
| 820,567 |
|
|
|
Tax loss |
| (43,569 | ) | (264,955 | ) |
Tax loss carryforwards |
|
|
| (23,203 | ) |
(Reversal)/ Provision for judicial liabilities |
| 2,179 |
| (1,964 | ) |
Operating provisions and other losses |
| 9,233 |
| 82,785 |
|
Exchange variation - Taxation on a cash basis |
| 112,898 |
| 451,300 |
|
Derivative losses |
| 225,967 |
| 390,198 |
|
Fair value adjustment on business combination — Amortization |
| 451,466 |
| 5,327 |
|
Unrealized profit |
| (1,179 | ) | 124,454 |
|
Leasing |
| 4,821 |
| 69 |
|
Adjustment to Present Value |
| 3,899 |
| 174 |
|
Tax benefit on unamortized goodwill |
| 804,355 |
| (3,098 | ) |
Property, plant and equipment - Assigned Cost Adjustment |
| 14,448 |
| 51,408 |
|
Accelerated depreciation |
| 191,290 |
| (13,067 | ) |
Transaction cost |
| 4,477 |
| (23,145 | ) |
Fair value adjustment on acquisition of Fibria - Amortization |
| (635 | ) |
|
|
Other temporary differences |
| (1,032 | ) | 4,243 |
|
Fair value of biological assets |
| 5,092 |
| (22,307 | ) |
Fair value adjustment on acquisition of Fibria |
| (532,077 | ) |
|
|
Tax provision (Income tax) on income of subsidiaries abroad |
| (408,116 | ) |
|
|
Other |
| (7,056 | ) |
|
|
At the end of the period |
| 627,893 |
| (1,029,135 | ) |
11.1 Reconciliation of the effects of income tax and social contribution on profit or loss
|
| March 31, |
| March 31, |
|
|
|
|
|
|
|
Net income (loss) before taxes |
| (1,751,331 | ) | 974,585 |
|
Income tax and social contribution benefit (expense) at statutory nominal rate - 34% |
| 595,453 |
| (331,359 | ) |
|
|
|
|
|
|
Tax effect on permanent differences: |
|
|
|
|
|
Taxation on profit of subsidiaries abroad |
| (3,373 | ) |
|
|
Tax incentive - Reduction SUDENE (a) |
| 6,534 |
| 95,065 |
|
Equity method |
| 82 |
| (18 | ) |
Taxation difference - Subsidiaries (b) |
| (32,737 | ) | 48,720 |
|
Credit related to Reintegra program |
| 1,097 |
| 12,624 |
|
Taxation with subsidiaries (Presumed profit) |
| (34,814 | ) |
|
|
Tax Incentives applied to Income Tax (c) |
| 1,767 |
|
|
|
Donations / Fines - Other |
| 30,872 |
| 5,903 |
|
Director bonus |
| (42,682 | ) |
|
|
|
| 522,199 |
| (169,065 | ) |
Income tax |
|
|
|
|
|
Current |
| (98,379 | ) | (52,436 | ) |
Deferred |
| 475,511 |
| (48,403 | ) |
|
| 377,132 |
| (100,839 | ) |
Social Contribution |
|
|
|
|
|
Current |
| (30,870 | ) | (51,780 | ) |
Deferred |
| 175,937 |
| (16,446 | ) |
|
| 145,067 |
| (68,226 | ) |
|
|
|
|
|
|
Income and social contribution benefits (expenses) on the period |
| 522,199 |
| (169,065 | ) |
|
|
|
|
|
|
Effective rate of income and social contribution tax expenses |
| 29.8 | % | 17.3 | % |
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
(a) Refers to the benefit of reducing 75% of the income tax, based on profits from exploration on the units Mucuri (BA) and Imperatriz (MA).
(b) The effect of the difference in taxation of subsidiaries is substantially due to the differences between the Real Profit Scheme adopted by the Company for the Presumed Income of one of its subsidiaries, as well as, on the nominal rate different from the its subsidiaries abroad.
(c) Income tax deduction amount referring to the use of the PAT (Worker Feeding Program) benefit and donations made in cultural and sports projects.
12 Biological Assets
The changes in the balances of biological assets in the respective periods are shown below:
Balances on December 31, 2017 |
| 4,548,897 |
|
Additions |
| 1,285,490 |
|
Depletion |
| (709,547 | ) |
Loss on adjustment to fair value |
| (129,187 | ) |
Disposal of forests |
| (47,124 | ) |
Other write-offs |
| (12,624 | ) |
Balances on December 31, 2018 |
| 4,935,905 |
|
Amount from the acquisition of Fibria |
| 4,579,526 |
|
Additions |
| 791,684 |
|
Depletion for the period |
| (553,071 | ) |
Disposal of forests and other write-offs |
| (1,302 | ) |
Balances on March 31, 2019 |
| 9,752,742 |
|
The Company has no biological assets pledged in the three-month period ended March 31, 2019.
13 Investments
|
| March 31, |
| December |
|
|
|
|
|
|
|
Investments in joint ventures (a) |
| 19,879 |
| 14,338 |
|
Other investments — at fair value (b) |
| 208,805 |
|
|
|
|
| 228,684 |
| 14,338 |
|
(a) Investments in joint-ventures
|
|
|
|
|
|
|
| Company Participation |
| ||||||
|
| Information of joint ventures as of |
| In equity |
| In the income of the |
| ||||||||
|
| Equity |
| Income |
| Participation |
| March 31, |
| December 31, |
| March 31, |
| March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ibema |
| 21,043 |
| 3,585 |
| 49,90 | % | 15,973 |
| 14,338 |
| 1,635 |
| (53 | ) |
F&E Technologies LCC |
| 7,812 |
| 46 |
| 50,00 | % | 3,906 |
|
|
| 23 |
|
|
|
|
|
|
|
|
|
|
| 19,879 |
| 14,338 |
| 1,658 |
| (53 | ) |
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
(b) Other investments
|
| Percentage of total |
| March 31, |
| December 31, |
|
|
|
|
|
|
|
|
|
Ensyn (i) |
| 21.86 | % | 168,084 |
|
|
|
CelluForce |
| 8.30 | % | 18,841 |
|
|
|
Spinnova |
| 18.00 | % | 21,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 208,805 |
|
|
|
(i) The Company holds certain rights, which, if exercised, would allow us to subscribe an additional US$ 10 million in its capital.
The change in the consolidated balance is substantially related to the balances arising from the acquisition of Fibria in January 2019, as disclosed in note 1.1.
13.1 Business combination
To determine the accounting criteria for recording this transaction with Fibria, we observed the provisions of IFRS 3 — Business Combination.
The direct costs related to the operation, recorded directly in general and administrative expenses for the period when incurred, totaled approximately R$ 108,029, substantially consisting of expenses with legal fees, auditing and other consulting services.
The net assets were evaluated by Management and an independent appraisers was hired to assist in determining their fair values. The methodology adopted for the determination of fair value adjustments on acquisition of Fibria is described in note 1.1.
Intangibles were evaluated by Management and an independent appraisers was hired to assist in determining the fair values, and some qualified for booking in accordance with the criteria laid by IAS 38 — Intangible Assets.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
i) Fibria
As disclosed in Note 1.1, on January 3, 2019, Suzano has acquired the control of Fibria.
The assets acquired, and liabilities assumed at the fair value are presented below (in millions of Reais):
(amounts expressed in millions of Reais)
Assets |
| Fair Value |
|
Current |
|
|
|
Cash and cash equivalents |
| 1,795 |
|
Financial Investments |
| 4,316 |
|
Derivative financial instruments |
| 211 |
|
Trade accounts receivable |
| 1,302 |
|
Inventories |
| 6,187 |
|
Recoverable taxes |
| 261 |
|
Other assets |
| 213 |
|
|
|
|
|
Total Current Assets |
| 14,285 |
|
Non-current |
|
|
|
Financial Investments |
| 173 |
|
Derivative Financial Instruments |
| 455 |
|
Recoverable taxes |
| 988 |
|
Advances to Suppliers |
| 604 |
|
Judicial deposits |
| 210 |
|
Deferred taxes |
| 1,567 |
|
Other assets |
| 227 |
|
|
| 4,224 |
|
|
|
|
|
Investments |
| 200 |
|
Biological assets |
| 4,580 |
|
Property, plant and equipment |
| 25,044 |
|
Right of Use |
| 2,761 |
|
Intangible Assets |
|
|
|
Other intangible assets |
| 309 |
|
Customer Portfolio |
| 9,031 |
|
Software |
| 21 |
|
Cultivars |
| 143 |
|
Supplier contracts |
| 172 |
|
Grant |
| 749 |
|
Fair value adjustment of contracts-leases |
| 44 |
|
Goodwill |
| 7,897 |
|
|
| 50,591 |
|
|
|
|
|
Total Non-current Assets |
| 55,175 |
|
|
|
|
|
Total Asset |
| 69,460 |
|
Liabilities |
| Fair Value |
|
Current |
|
|
|
Loans and financing |
| 3,136 |
|
Derivative Financial Instruments |
| 276 |
|
Lease liabilities |
| 349 |
|
Trade accounts payable |
| 3,427 |
|
Payroll and charges |
| 402 |
|
Taxes payable |
| 129 |
|
Dividends payable |
| 6 |
|
Other accounts payable |
| 150 |
|
|
|
|
|
Total Current Liabilities |
| 7,875 |
|
Non-current |
|
|
|
Loans and financing |
| 17,591 |
|
Lease liabilities |
| 2,412 |
|
Derivative Financial Instruments |
| 126 |
|
Provision for contingencies, net |
| 3,182 |
|
Deferred taxes |
| 558 |
|
Other accounts payable |
| 369 |
|
|
|
|
|
Total Non-current Liabilities |
| 24,238 |
|
|
|
|
|
Total Liabilities |
| 32,113 |
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Shareholders’ equity |
| 37,236 |
|
|
|
|
|
Non-controlling interest |
| 111 |
|
Total Equity |
| 37,347 |
|
|
|
|
|
Total Liabilities and Shareholders’ equity |
| 69,460 |
|
The net revenue and profit that impacted the consolidated in the three-month period ended March 31, 2019 were R$ 3,026,003 and R$ 220,245, respectively.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
14 Property, Plant and Equipment
|
| Lands |
| Buildings |
| Machinery, |
| Work in |
| Others (i) |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual average depreciation rate % |
|
|
| 3 |
| 5 |
|
|
| 10 to 20 |
|
|
|
Balance as of December 31, 2017 |
| 4,348,593 |
| 1,985,852 |
| 9,300,372 |
| 483,735 |
| 92,676 |
| 16,211,228 |
|
Additions |
| 12,442 |
| 123,000 |
| 193,055 |
| 1,326,519 |
| 27,859 |
| 1,682,875 |
|
Fair value adjustment on acquisition of Facepa |
| 27,381 |
| (3,014 | ) | 27,506 |
| (4,880 | ) | 2,821 |
| 49,814 |
|
Write-offs |
| (34,523 | ) | (7,192 | ) | (6,774 | ) |
|
| (987 | ) | (49,476 | ) |
Depreciation |
|
|
| (78,264 | ) | (760,634 | ) |
|
| (29,844 | ) | (868,742 | ) |
Fair value adjustment on acquisition of Facepa - Depreciation |
|
|
|
|
| (3,447 | ) |
|
| (731 | ) | (4,178 | ) |
Transfers and others (ii) |
| 750,824 |
| 131,522 |
| 442,810 |
| (1,339,218 | ) | 12,800 |
| (1,262 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018 |
| 5,104,717 |
| 2,151,904 |
| 9,192,888 |
| 466,156 |
| 104,594 |
| 17,020,259 |
|
Amounts from the acquisition of Fibria |
| 2,151,338 |
| 2,113,585 |
| 10,702,986 |
| 425,868 |
| 205,672 |
| 15,599,449 |
|
Additions |
| 202,588 |
| 421 |
| 34,814 |
| 466,760 |
| 663 |
| 705,246 |
|
Fair value adjustment on acquisition of Fibria |
| 2,637,671 |
| 1,727,296 |
| 5,005,769 |
|
|
| 74,580 |
| 9,445,316 |
|
Fair value adjustment on acquisition of Facepa |
| (4,744 | ) | 5,774 |
| (754 | ) | 6,391 |
| (2,821 | ) | 3,846 |
|
Write-offs |
| (5,215 | ) | (1,576 | ) | (7,679 | ) | (61 | ) | (5,640 | ) | (20,171 | ) |
Depreciation |
|
|
| (63,582 | ) | (460,588 | ) |
|
| (21,446 | ) | (545,616 | ) |
Fair value adjustment on acquisition of Fibria - Depreciation |
|
|
| (14,485 | ) | (130,894 | ) |
|
| (5,494 | ) | (150,873 | ) |
Fair value adjustment on acquisition of Facepa - Depreciation |
|
|
| (35 | ) | (1,081 | ) | (120 | ) |
|
| (1,236 | ) |
Transfers and others (ii) |
| 24,024 |
| 35,600 |
| 129,933 |
| (272,789 | ) | 25,219 |
| (58,013 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2019 |
| 10,110,379 |
| 5,954,902 |
| 24,465,394 |
| 1,092,205 |
| 375,327 |
| 41,998,207 |
|
(i) Includes vehicles, furniture and utensils and computer equipment.
(ii) Includes transfers carried out between the items of property, plant and equipment, intangible assets, right to use leasing contracts and inventories.
On March 31, 2019, the Company did not identify any event that indicated impairment of assets.
On March 31, 2019, the Company and its subsidiaries had property, plant and equipment as warranty for loan operations and lawsuits, in the amounted of R$ 22,010,404, consisting substantially of the units of Aracruz, Imperatriz, Limeira, Mucuri, Suzano and Três Lagoas (R$ 11,505,386 on December 31, 2018, consisting substantially of the units of Imperatriz, Limeira, Mucuri and Suzano)
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
15 Intangible Assets
15.1 Goodwill
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Vale Florestar |
| 45,435 |
| 45,435 |
|
Paineiras Logística |
| 10 |
| 10 |
|
Goodwill - PCHM |
| 307 |
| 307 |
|
Goodwill - FACEPA |
| 119,334 |
| 112,582 |
|
Goodwill - Fibria (a) |
| 7,897,051 |
|
|
|
|
| 8,062,137 |
| 158,334 |
|
(a) See the purchase price allocation in Note 1.1.
15.2 Intangible assets with indefinite useful life
On March 31, 2019 and December 31, 2018, the amount related to other intangible assets with indefinite useful life was R$ 1,196.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
15.3 Intangible assets with determined useful life
|
|
|
| March 31, |
| December 31, |
|
At the beginning of the period |
|
|
| 180,311 |
| 141,785 |
|
Amounts from the acquisition of Fibria |
|
|
| 308,681 |
|
|
|
Additions |
|
|
| 636 |
| 61,460 |
|
Amortization |
|
|
| (17,914 | ) | (44,340 | ) |
Fair value adjustment on acquisition of Fibria: |
|
|
|
|
|
|
|
Portfolio of clients |
|
|
| 9,030,779 |
|
|
|
Contracts suppliers |
|
|
| 172,094 |
|
|
|
Port services contracts |
|
|
| 694,590 |
|
|
|
Ports concession |
|
|
| 54,470 |
|
|
|
Contracts leases |
|
|
| 44,371 |
|
|
|
Cultivars |
|
|
| 142,744 |
|
|
|
Software |
|
|
| 20,502 |
|
|
|
Fair value adjustment on acquisition of Fibria - Amortization: |
|
|
|
|
|
|
|
Portfolio of clients |
|
|
| (205,245 | ) |
|
|
Contracts suppliers |
|
|
| (18,024 | ) |
|
|
Port services contracts |
|
|
| (7,341 | ) |
|
|
Concession Ports |
|
|
| (537 | ) |
|
|
Contracts leases |
|
|
| (1,875 | ) |
|
|
Cultivars |
|
|
| (5,098 | ) |
|
|
Software |
|
|
| (1,025 | ) |
|
|
Fair value adjustment on acquisition of Facepa - Amortization |
|
|
| (3,390 | ) |
|
|
Exchange variation |
|
|
| 272 |
| 12,461 |
|
Transfers and others |
|
|
| 12,919 |
| 8,945 |
|
At the end of the period |
|
|
| 10,401,920 |
| 180,311 |
|
|
|
|
|
|
|
|
|
|
| Average |
|
|
|
|
|
Represented by: |
|
|
|
|
|
|
|
Brands and patents |
| 5 to 10 |
| 25,364 |
| 19,477 |
|
Software’s |
| 20 |
| 63,021 |
| 59,112 |
|
Portfolio of clients |
| 2.5 to 5 |
| 15,593 |
| 19,004 |
|
Non-compete agreement |
| 5 |
| 2,642 |
| 2,812 |
|
Research and development agreement |
| 19 |
| 78,193 |
| 79,906 |
|
Development and implementation of systems |
| 20 |
| 57,819 |
|
|
|
Right of exploitation - Terminal concession of Macuco |
| 4 |
| 172,554 |
|
|
|
Supplier Relationship - Chemicals |
| 5 |
| 59,297 |
|
|
|
Others |
|
|
| 7,031 |
|
|
|
Intangible assets (fair value adjustments) acquired in the business combination, net — Fibria |
|
|
|
|
|
|
|
Portfolio of clients |
| 9 |
| 8,825,534 |
|
|
|
Contracts suppliers |
| 13 to 100 |
| 154,070 |
|
|
|
Port services contracts |
| 4 |
| 687,249 |
|
|
|
Ports concession |
| 4 |
| 53,934 |
|
|
|
Contracts leases |
| 17 |
| 42,496 |
|
|
|
Cultivars |
| 14 |
| 137,646 |
|
|
|
Software |
| 20 |
| 19,477 |
|
|
|
|
|
|
| 10,401,920 |
| 180,311 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
16 Trade accounts payable
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
Related party (Companies of the Suzano group) |
| 1,570 |
| 1,804 |
|
Third party |
| 1,527,994 |
| 558,041 |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
Third party (i) |
| 2,594,837 |
| 72,720 |
|
|
|
|
|
|
|
Fair value adjustments on acquisition of Fibria |
| (107,046 | ) |
|
|
Fair value adjustments on acquisition of Fibria - Amortization |
| 31,723 |
|
|
|
|
| 4,049,078 |
| 632,565 |
|
(i) The Company has a take or pay agreement with Klabin S.A., under conditions differentiated in terms of volume, exclusivity, guarantees and payment terms in up to 360 days, and prices were practiced under conditions of contractually established. Following the requirements imposed by the European Union’s competition authority, the contract with Klabin will expire in July 2019. As of March 31, 2019, the amount of R$ 2,420,374 in the consolidated refers to purchases of Klabin’s pulp.
The change in the consolidated balance is mainly related to the balances arising from the acquisition of Fibria in January 2019, as disclosed in note 1.1.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
17 Loans and Financing
17.1 Breakdown of the accounting balances by modality
|
|
|
|
|
| Current |
| Non-current |
| Total |
| ||||||
Type |
| Interest rate |
| Average |
| March 31, |
| December 31, |
| March 31, |
| December 31, |
| March 31, |
| December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| UMBNDES |
| 6.5 |
| 27,079 |
| 21,577 |
| 46,117 |
| 139,940 |
| 73,196 |
| 161,517 |
|
Bonds |
| Fixed |
| 5.8 |
| 223,270 |
| 216,624 |
| 21,577,076 |
| 11,189,403 |
| 21,800,346 |
| 11,406,027 |
|
Syndicated Loan |
| US$/Libor |
| 3.7 |
| 36,484 |
| 37,546 |
| 11,855,056 |
| 11,787,588 |
| 11,891,540 |
| 11,825,134 |
|
Finnvera/EKN (Export Credit Agencies) |
| Libor |
| 3.7 |
| 456,595 |
| 236,385 |
| 1,733,440 |
| 560,689 |
| 2,190,035 |
| 797,074 |
|
Financial lease |
| US$ |
|
|
|
|
| 5,608 |
|
|
| 12,617 |
|
|
| 18,225 |
|
Export credits ACC |
| Libor/Fixed |
| 3.8 |
| 2,947,747 |
| 1,896,717 |
| 2,257,073 |
| 274,673 |
| 5,204,820 |
| 2,171,390 |
|
Others (Loans) |
| Libor |
|
|
| 3,072 |
|
|
|
|
|
|
| 3,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,694,247 |
| 2,414,457 |
| 37,468,762 |
| 23,964,910 |
| 41,163,009 |
| 26,379,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| TJLP |
| 9.1 |
| 257,310 |
| 28,867 |
| 1,678,253 |
| 183,269 |
| 1,935,563 |
| 212,136 |
|
BNDES |
| Fixed |
| 5.5 |
| 48,140 |
| 26,119 |
| 104,530 |
| 95,034 |
| 152,670 |
| 121,153 |
|
BNDES |
| SELIC |
| 7.7 |
| 69,170 |
|
|
| 729,931 |
|
|
| 799,101 |
|
|
|
FINAME |
| Fixed |
| 5.4 |
| 4,228 |
| 970 |
| 9,672 |
| 2,010 |
| 13,900 |
| 2,980 |
|
BNB |
| Fixed |
| 6.4 |
| 30,171 |
| 25,038 |
| 183,210 |
| 191,976 |
| 213,381 |
| 217,014 |
|
CRA (Agribusiness Receivables Certificates) |
| CDI/IPCA |
| 6.5 |
| 893,579 |
| 789,892 |
| 5,707,304 |
| 1,588,986 |
| 6,600,883 |
| 2,378,878 |
|
Export credit note |
| CDI |
| 7.4 |
| 111,763 |
| 93,001 |
| 1,315,982 |
| 1,327,378 |
| 1,427,745 |
| 1,420,379 |
|
Rural Producer Certificate |
| CDI |
| 7.4 |
| 1,740 |
| 6,809 |
| 273,098 |
| 273,029 |
| 274,838 |
| 279,838 |
|
Export credits -pré payment |
| Fixed |
| 8.3 |
| 5,826 |
|
|
| 735,838 |
|
|
| 741,664 |
|
|
|
FCO (Central West Fund) (i), FDCO (Central West Development Fund) (ii) e FINEP |
| Fixed |
| 4 |
| 173,848 |
| 7,725 |
| 465,136 |
| 5,135 |
| 638,984 |
| 12,860 |
|
Others (Revolving Cost, Working capital e FDI) |
| Fixed |
| 10.1 |
| 1,884 |
| 10,467 |
| 7,857 |
| 16,930 |
| 9,741 |
| 27,397 |
|
FDIC Funds of credit rights (Note 7.1) |
|
|
|
|
| 14,179 |
| 22,054 |
|
|
|
|
| 14,179 |
| 22,054 |
|
Fair value adjustment on acquisition of Fibria |
|
|
|
|
| 59,921 |
|
|
|
|
|
|
| 59,921 |
|
|
|
Fair value adjustment on acquisition of Fibria - Amortization |
|
|
|
|
| (25,306 | ) |
|
|
|
|
|
| (25,306 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,646,453 |
| 1,010,942 |
| 11,210,811 |
| 3,683,747 |
| 12,857,264 |
| 4,694,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,340,700 |
| 3,425,399 |
| 48,679,573 |
| 27,648,657 |
| 54,020,273 |
| 31,074,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on financing |
|
|
|
|
| 592,692 |
| 344,691 |
| 102,587 |
|
|
| 695,279 |
| 344,691 |
|
Long-term funding |
|
|
|
|
| 4,748,008 |
| 3,080,708 |
| 48,576,986 |
| 27,648,657 |
| 53,324,994 |
| 30,729,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,340,700 |
| 3,425,399 |
| 48,679,573 |
| 27,648,657 |
| 54,020,273 |
| 31,074,056 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
17.2 Changes in loans and financing
|
| March 31, |
| December 31, |
|
At the beginning of the period |
| 31,074,056 |
| 12,191,856 |
|
Amounts from the acquisiton Fibria |
| 20,667,096 |
|
|
|
Reclassification - accounts payable of leasing (i) |
| (18,225 | ) |
|
|
Fundraising |
| 3,571,561 |
| 20,964,722 |
|
Addition to Loans - PCH / FACEPA |
|
|
| 79,923 |
|
Appropriate interest |
| 675,078 |
| 837,980 |
|
Exchange rate, net |
| 346,722 |
| 1,457,989 |
|
Settlement of principal |
| (1,735,541 | ) | (3,738,577 | ) |
Settlement of interest |
| (726,438 | ) | (669,088 | ) |
Addition of funding cost |
| (10,302 | ) | (85,533 | ) |
Fair value adjustment on acquisition of Fibria |
| 59,921 |
|
|
|
Fair value adjustment on acquisition of Fibria - Amortization |
| (25,306 | ) |
|
|
Others (ii) |
| 141,651 |
| 34,784 |
|
At the end of the period |
| 54,020,273 |
| 31,074,056 |
|
(i) As of January 1, 2019, the lease balance was reclassified to “Accounts payable from leasing operations”, as a function of the adoption of IFRS 16 by the Company.
(ii) Refers substantially to the amortization of funding costs
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
17.3 Breakdown by maturity of the non-current portion
|
| 2020 |
| 2021 |
| 2022 |
| 2023 |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| Total |
|
In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES - Currency basket |
| 18,928 |
| 9,031 |
| 9,904 |
| 8,254 |
|
|
|
|
|
|
|
|
| 46,117 |
|
Bonds |
|
|
| 735,625 |
|
|
|
|
| 2,319,944 |
| 2,295,021 |
| 2,727,690 |
| 13,498,796 |
| 21,577,076 |
|
Syndicated Loan |
|
|
| 1,298,900 |
| 3,091,382 |
| 7,464,774 |
|
|
|
|
|
|
|
|
| 11,855,056 |
|
Finnvera |
| 429,270 |
| 426,097 |
| 296,010 |
| 194,021 |
| 194,021 |
| 194,021 |
|
|
|
|
| 1,733,440 |
|
Export credits (ACC) |
| 250,746 |
| 1,452,319 |
| 554,008 |
|
|
|
|
|
|
|
|
|
|
| 2,257,073 |
|
|
| 698,944 |
| 3,921,972 |
| 3,951,304 |
| 7,667,049 |
| 2,513,965 |
| 2,489,042 |
| 2,727,690 |
| 13,498,796 |
| 37,468,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES — TJLP |
| 206,617 |
| 262,675 |
| 258,553 |
| 258,271 |
| 228,576 |
| 282,478 |
| 166,425 |
| 14,658 |
| 1,678,253 |
|
BNDES — Fixed |
| 28,531 |
| 28,927 |
| 24,535 |
| 18,542 |
| 3,995 |
|
|
|
|
|
|
| 104,530 |
|
BNDES - Selic |
| 53,851 |
| 70,474 |
| 67,783 |
| 89,824 |
| 82,812 |
| 199,720 |
| 165,467 |
|
|
| 729,931 |
|
FINAME |
| 2,168 |
| 2,283 |
| 2,271 |
| 1,656 |
| 1,198 |
| 96 |
|
|
|
|
| 9,672 |
|
BNB |
| 26,464 |
| 35,285 |
| 35,285 |
| 35,285 |
| 31,118 |
| 10,285 |
| 9,488 |
|
|
| 183,210 |
|
CRA |
| 2,796,177 |
|
|
| 1,512,680 |
| 1,398,447 |
|
|
|
|
|
|
|
|
| 5,707,304 |
|
Export credit note |
| 43,225 |
|
|
|
|
|
|
|
|
| 640,800 |
| 631,957 |
|
|
| 1,315,982 |
|
Rural producer certificate |
|
|
|
|
|
|
|
|
|
|
| 137,500 |
| 135,597 |
|
|
| 273,097 |
|
Export credits |
|
|
|
|
|
|
|
|
| 735,838 |
|
|
|
|
|
|
| 735,838 |
|
FCO(i), FDCO(ii) e FINEP |
| 61,012 |
| 57,732 |
| 57,732 |
| 57,732 |
| 57,732 |
| 57,732 |
| 57,732 |
| 57,732 |
| 465,136 |
|
Other (Revolving costs, working capital, FIDC e FDI) |
| 5,735 |
| 1,592 |
| 531 |
|
|
|
|
|
|
|
|
|
|
| 7,858 |
|
|
| 3,223,780 |
| 458,968 |
| 1,959,370 |
| 1,859,757 |
| 1,141,269 |
| 1,328,611 |
| 1,166,666 |
| 72,390 |
| 11,210,811 |
|
|
| 3,922,724 |
| 4,380,940 |
| 5,910,674 |
| 9,526,806 |
| 3,655,234 |
| 3,817,653 |
| 3,894,356 |
| 13,571,186 |
| 48,679,573 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
17.4 Breakdown by currency
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Real |
| 12,058,163 |
| 4,694,689 |
|
U.S. Dollar |
| 41,089,813 |
| 26,217,850 |
|
Selic (*) |
| 799,101 |
|
|
|
Currency basket |
| 73,196 |
| 161,517 |
|
|
| 54,020,273 |
| 31,074,056 |
|
(*) Contractual definition of currency in contracts with BNDES that are in Reais plus SELIC interest.
17.5 Transaction costs and premiums of securities issues
The cost of funding in foreign currency is amortized on the contractual dates based on the effective interest rate and the currency of origin and is translated into Reais for disclosure purposes.
|
|
|
|
|
| Balance to be amortized |
| ||
Nature |
| Total cost |
| Amortization |
| March 31, |
| December 31, |
|
Bonds |
| 279,948 |
| (95,479 | ) | 184,469 |
| 67,189 |
|
CRA and NCE |
| 125,222 |
| (63,985 | ) | 61,237 |
| 20,195 |
|
Import (ECA) |
| 203,476 |
| (103,823 | ) | 99,653 |
| 16,235 |
|
Syndicated Loan |
| 78,399 |
| (32,374 | ) | 46,025 |
| 30,552 |
|
Debentures |
| 21,592 |
| (2,764 | ) | 18,828 |
| 18,944 |
|
BNDES (IOF) |
| 53,730 |
| (10,523 | ) | 43,207 |
|
|
|
Others |
| 12,826 |
| (4,592 | ) | 8,234 |
| 3,188 |
|
Total |
| 775,193 |
| (313,540 | ) | 461,653 |
| 156,303 |
|
(i) Relevant operations settled in the period
Early settlement of CRA’s
On January 3, 2019, the Company settled in advance, through its subsidiary Fibria, the amount of R$ 878,573 of two series of CRA’s, with original maturities in 2021 and 2023 and a cost of 99% of CDI and IPCA + 4.5055% aa This settlement refers to the two of the nine series that were not obtained prior approval of the holders of the Certificates for the business combination between the Companies.
BNDES
On March 15, 2019, the Company carried out the early amortization of R$ 299,682 with the BNDES, comprising a portion to be amortized from the balance of the outstanding debt plus the corresponding remuneration up to the payment date.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
(ii) Relevant operations contracted in the period
Senior Notes (“Notes 2029”)
On January 29, the Company reopened Senior Notes 2029 with the additional issue of debt securities in the amount of US$ 750 million (equivalent to R$ 2.8 billion). The notes mature in January 2029 and were issued with interest of 5.465% p.a., which will be paid semi-annually.
Export prepayment contracts (“PPE”)
On February 25, 2019, the Company entered into an export prepayment agreement in the amount of R$ 738.8 million, with annual interest payment of 8.35% pa. and maturing in 2024.
17.6 Debentures
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Debentures |
| 6,744,356 |
| 4,663,453 |
|
|
|
|
|
|
|
Total Current |
| 2,082,084 |
| 1,297 |
|
Total Non-current |
| 4,662,272 |
| 4,662,156 |
|
17.7 Breakdown of Debentures
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
At the beginning of the period |
| 4,663,453 |
|
|
|
Fundraising |
| 4,000,000 |
| 4,681,100 |
|
Appropriate interest |
| 136,960 |
| 1,298 |
|
Settlement of principal |
| (2,000,000 | ) |
|
|
Settlement of interest |
| (56,173 | ) |
|
|
Addition of funding cost |
| (1,220 | ) | (20,295 | ) |
Amortization of funding cost |
| 1,336 |
| 1,350 |
|
|
|
|
|
|
|
At the end of the period |
| 6,744,356 |
| 4,663,453 |
|
On January 7, 2019, the Company issued R$ 4,000,000 in 7th issue, single series, nonconvertible shares, due in January 2020 and with interest rates of 103% up to 112% of the CDI rate.
On March 27, 2019, the Company made the partial optional extraordinary amortization on the balance of the nominal unit value of all the debentures of this 7th issue, upon payment of the total amount of R$ 2,056,173, comprising a portion to be amortized balance of the nominal unit value of all debentures plus the corresponding remuneration.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
18 Leasing operations
18.1 Right of use on lease agreements
As described in Note 3.1.1, the Company adopted IFRS 16 and elected to apply IFRS 16 retrospectively with the cumulative effect of adoption recorded at the date of initial application. Accordingly, comparative periods were not restated.
On January 1, 2019, the amounts corresponding to the right to use the current contracts were recognized, in amounts equivalent to the present value of the obligations assumed with the counterparties. The amortization of these balances will occur according to the terms defined for the leases.
In addition, the Company recognized in this caption the residual value of the right to use the contracts previously classified as financial leases under IAS 17 and which were recognized in the Property, plant and equipment Assets group until December 31, 2018, being reclassified the amount of R$ 89,338 in the initial adoption.
Below is the effect of its adoption by type of contract and the movement of the balances for the three-month period ended March 31, 2019:
|
| Lands and |
| Machines and |
| Buildings |
| Ships and |
| Vehicles |
| Total |
|
Balance as of December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial adoption on January 1, 2019 |
| 2,072,923 |
| 168,949 |
| 48,879 |
| 1,656,322 |
| 1,190 |
| 3,948,263 |
|
Additions |
| 42,563 |
| 474 |
| 7,007 |
|
|
|
|
| 50,044 |
|
Amortization |
| (55,556 | ) | (3,110 | ) | (6,432 | ) | (22,404 | ) | (231 | ) | (87,733 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2019 |
| 2,059,930 |
| 166,313 |
| 49,454 |
| 1,633,918 |
| 959 |
| 3,910,574 |
|
18.2 Lease obligations
At the adoption of IFRS 16, the Company recognized lease liabilities for the current contracts and which were previously classified as operating leases in accordance with IAS 17 - Leasing Operations, except for scheduled contracts in the practical file permitted by the standard and adopted by the Company, as described in Note 3.1.1.
The liabilities recognized as of January 1, 2019 correspond to the remaining balances of the lease contracts, brought to present value by the discount rates on the date of their adoption.
In addition, the Company recognized in this caption the remaining balances of contracts previously classified as financial leases under IAS 17 and which were recognized in the group of loans and financing until December 31, 2018, being reclassified the amount of R$ 160,384 in the initial adoption.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
Nature of contracts |
| Average rate - % |
| Maturity (b) |
| Present value |
|
|
|
|
|
|
|
|
|
Lands and farms |
| 6.21 |
| November 2046 |
| 2,072,923 |
|
Machines and Equipment’s |
| 4.92 |
| July 2032 |
| 239,995 |
|
Buildings |
| 6.46 |
| April 2027 |
| 48,880 |
|
Ships and boats |
| 6.45 |
| February 2039 |
| 1,656,322 |
|
Vehicles |
| 6.05 |
| April 2020 |
| 1,190 |
|
|
|
|
|
|
| 4,019,310 |
|
(a) To determine the discount rates, quotes were obtained from financial institutions for contracts with characteristics and average terms similar to the lease agreements.
(b) Refers to the original maturities of the contracts and, therefore, do not consider eventual renewal clause.
The changes in the balances for the three-month period ended March 31, 2019 are as follows:
Balance as of December 31, 2018 |
|
|
|
Initial adoption on January 1, 2019 |
| 4,019,310 |
|
Additions |
| 50,044 |
|
Payments |
| (125,043 | ) |
Appropriation of financial charges |
| 56,218 |
|
Exchange rate variation |
| 15,677 |
|
|
|
|
|
Balance as of March 31, 2019 |
| 4,016,206 |
|
|
|
|
|
Current |
| 504,828 |
|
Non-current |
| 3,511,378 |
|
19 Provision for Judicial Liabilities
19.1 Changes in provisions for judicial liabilities
|
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Initial balance |
| 351,270 |
| 317,069 |
|
Amount from the acquisition of Fibria |
| 211,294 |
|
|
|
Settlement |
| (12,546 | ) | (41,011 | ) |
Reversal of processes |
| (7,431 | ) | (19,010 | ) |
New processes |
| 4,999 |
| 80,520 |
|
Judicial deposits - Changes |
| (8,448 | ) |
|
|
Monetary adjustment |
| 18,134 |
| 13,702 |
|
Fair value adjustment on acquisition of Fibria (i) |
| 2,970,546 |
|
|
|
Balance at the end of the period |
| 3,527,818 |
| 351,270 |
|
(i) Corresponds to the fair value adjustment on acquisition of Fibria attributed to legal liabilities classified as possible and remote losses of Fibria, in the amounts of R$ 2,916,754 and R$ 53,792, respectively.
During the three-month period ended March 31, 2019, there were no material changes in the lawsuits in progress or decisions affecting the Company in relation to these lawsuits.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
19.2 Lawsuits possible
The Company is involved in tax, civil and labor lawsuits, that are not provisioned since they involve risk with probability of loss classified by Management and by its legal advisors as possible:
|
| March 31, |
| December 31, |
|
Taxes and Social Security (i) |
| 6,625,634 |
| 1,077,761 |
|
Labor |
| 202,239 |
| 85,309 |
|
Civil (i) |
| 2,408,293 |
| 43,271 |
|
|
| 9,236,166 |
| 1,206,341 |
|
(i) Amounts net of the fair value adjustment on acquisition of Fibria related to possible contingencies, as mentioned above.
The change in the balance refers to the lawsuits in progress from Fibria, whose nature of the main causes were disclosed in its latest annual financial statements as of December 31, 2018.
20 Employee Benefits
20.1 Defined benefits plan
The Company guarantees coverage of healthcare costs for former employees who retired by 2003 (until 1998 for former employees of Ripasa, current Limeira unit and until 2007 for former employees of the Jacareí unit), as well as their spouses for life and dependents while they are minors.
For other group of former employees, who exceptionally, according to the Company’s criteria and resolution or according with rights related to the compliance with pertinent legislation, the Company ensures the healthcare program.
The Company offers life insurance benefit provided to retirees.
20.2 Changes in actuarial liabilities
Balance at December 31, 2017 |
| 351,263 |
|
Interest on actuarial liability |
| 35,920 |
|
Actuarial loss |
| 69,305 |
|
Benefits paid in the year |
| (26,061 | ) |
Balance at December 31, 2018 |
| 430,427 |
|
Amount from the acquisition of Fibria |
| 147,877 |
|
|
|
|
|
Interest on actuarial liability |
| 13,421 |
|
Benefits paid in the period |
| (6,896 | ) |
Balance on March 31, 2019 |
| 584,829 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
21 Share-Based Compensation Plans
On March 31, 2019, the Company had two share-based, long-term compensation plans: i) Paying in Phantom Shares Plan (“Phantom Shares (“PS”)) and ii) Share Appreciation Rights (“SAR”), both paid in domestic currency.
These plans did not undergo any changes in their characteristics and measurement criteria since the financial statements of December 31, 2018.
21.1 Phantom Stock Option Plan
|
| March 31, |
| December 31, |
|
|
| Number of |
| Number of |
|
Available at the beginning of the period |
| 5,045,357 |
| 5,055,519 |
|
Granted during of the period |
| 1,278,140 |
| 1,415,476 |
|
Exercised (a) |
| (240,954 | ) | (751,859 | ) |
Exercised due to dismissal (a) |
| (25,077 | ) | (153,601 | ) |
Abandoned / prescribed due to dismissal |
| (331,457 | ) | (520,178 | ) |
Available at the end of the period |
| 5,726,009 |
| 5,045,357 |
|
(a) For share options exercised and those exercised due to termination of employment, the average price on March 31, 2019 and December 31, 2018 was R$ 41.10 and R$ 47.77, respectively.
21.2 Common stock plan
Program |
| Date of grant |
| Deadline for the options to |
| Price on |
| Shares Granted |
| Restricted period | |
Program IV |
| 01/02/2018 |
| 01/02/2019 |
| R$ | 39.10 |
| 130,435 |
| 01/02/2022 |
21.3 Balance sheet and income statement balances
The amounts corresponding to the services received and recognized in the interim financial information are presented below:
|
| Liabilities and equity |
| Income Statement |
| ||||
|
| March 31, |
| December 31, |
| March 31, |
| March 31, |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Provision for phantom stock plan |
| 131,571 |
| 124,318 |
| (16,209 | ) | (19,190 | ) |
Shareholders’ equity |
|
|
|
|
|
|
|
|
|
Stock option reserve |
| 6,521 |
| 5,100 |
| (1,421 | ) | (72 | ) |
Total general and administrative expenses from share-based transactions |
|
|
|
|
| (17,630 | ) | (19,262 | ) |
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
22 Shareholders’ Equity
22.1 Share capital
In January 2019, the Company’s share capital was increased in the amount of R$ 3,027,528, with the issuance of 255,437,439 registered common shares, with no par value, in accordance with resolutions adopted at the Extraordinary Shareholders’ Meeting, which the incorporation by the Company its subsidiary Eucalipto Holding S.A. was approved in connection with the business combination with Fibria, as described in note 1.1.
On March 31, 2019, the share capital of Suzano is R$ 9,269,281 divided into 1,361,263,584 common shares, all nominative, book-entry shares without par value.
The composition of the share capital is presented below:
|
| Ordinary |
| ||
Shareholder |
| Quantify |
| (%) |
|
Controlling Shareholders |
|
|
|
|
|
Suzano Holding S.A. |
| 367,612,234 |
| 27.01 |
|
Controller |
| 185,693,440 |
| 13.64 |
|
Managements |
| 44,067,047 |
| 3.24 |
|
Alden Fundo de Investimento em Ações |
| 25,989,541 |
| 1.91 |
|
Subtotal |
| 623,362,262 |
| 45.80 |
|
Treasury |
| 12,042,004 |
| 0.88 |
|
BNDESPAR |
| 150,217,425 |
| 11.04 |
|
Votorantim S.A. |
| 75,180,059 |
| 5.52 |
|
Mondrian Investment Partners |
| 72,878,900 |
| 5.35 |
|
Others shareholder |
| 427,582,934 |
| 31.41 |
|
Total |
| 1,361,263,584 |
| 100.00 |
|
By resolution of the Board of Directors, the capital may be increased, irrespective of any amendment to the Bylaws, up to the limit of 780,119,712 common shares, all exclusively book-entry shares.
On March 31, 2019, SUZB3 common shares ended the period quoted at R$ 46.55 (R$ 38.08 on December 31, 2018).
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
22.2 Earnings (loss) per share
Basic
The basic earnings per share is calculated by dividing the profit attributable to the Company’s shareholders by the weighted average common shares issued during the period, excluding the common shares acquired by the Company and held as treasury shares.
|
| March 31, |
| March 31, |
|
Earnings attributed to shareholders |
| (1,226,803 | ) | 805,520 |
|
Weighted average number of shares in the period |
| 1,321,529 |
| 1,105,826 |
|
Weighted average treasury shares |
| (12,042 | ) | (13,222 | ) |
Weighted average number of outstanding shares |
| 1,309,487 |
| 1,092,604 |
|
Basic earnings (loss) per common share - R$ |
| (0.93686 | ) | 0.73725 |
|
Diluted
The diluted earnings per share is calculated by adjusting the weighted average of outstanding common shares, assuming the conversion of all common shares that would cause dilution.
|
| March 31, |
| March 31, |
|
Earnings attributed to shareholders |
| (1,226,803 | ) | 805,520 |
|
Weighted average number of shares in the period |
| 1,309,487 |
| 1,092,604 |
|
Adjustment by stock options (i) |
|
|
| 1,386 |
|
Weighted average number of shares (diluted) |
| 1,309,487 |
| 1,093,990 |
|
Diluted earnings (loss) per common share - R$ |
| (0.93686 | ) | 0.73631 |
|
(i) Due to the loss recorded in the period, we do not consider the dilution effect in the calculation.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
23 Net Financial Result
|
| March 31, |
| March 31, |
|
Financial expenses |
|
|
|
|
|
Interest on loans and financing |
| (813,435 | ) | (161,832 | ) |
Amortization of funding costs |
| (54,545 | ) | (13,190 | ) |
Other financial expenses |
| (122,657 | ) | (59,251 | ) |
Fair value adjustment on acquisition of Fibria - Amortization |
| (2,167 | ) |
|
|
|
| (992,804 | ) | (234,273 | ) |
Financial income |
|
|
|
|
|
Financial investments |
| 140,055 |
| 33,082 |
|
Other financial income |
| 9,267 |
| 3,644 |
|
|
| 149,322 |
| 36,726 |
|
Income from derivative financial instruments |
|
|
|
|
|
Income |
| 507,466 |
| 98,038 |
|
Expenses |
| (1,144,400 | ) | (29,435 | ) |
|
| (636,934 | ) | 68,603 |
|
Monetary and exchange variation, net |
|
|
|
|
|
Exchange variation on loans and financing |
| (305,531 | ) | (37,911 | ) |
Monetary and exchange variations - other assets and liabilities (a) |
| (150,196 | ) | 9,505 |
|
|
| (455,727 | ) | (28,406 | ) |
|
| (1,936,143 | ) | (157,350 | ) |
(a) Includes effects of exchange rate variations of customers, suppliers, cash and cash equivalents, financial investments and others.
24 Net Sales Revenue
|
| March 31, |
| March 31, |
|
Gross sales |
| 6,885,416 |
| 3,298,606 |
|
Deductions: |
|
|
|
|
|
Present value adjustment |
| (5,518 | ) | (1,005 | ) |
Returns and cancelations |
| (23,592 | ) | (27,066 | ) |
Discounts and rebates (a) |
| (794,495 | ) | (1,747 | ) |
|
| 6,061,811 |
| 3,268,788 |
|
|
|
|
|
|
|
Taxes on sales (b) |
| (362,812 | ) | (274,209 | ) |
|
|
|
|
|
|
Net sales revenue |
| 5,698,999 |
| 2,994,579 |
|
(a) The change in the consolidated balance is mainly related to the effect of Fibria’s operations as of January 1, 2019.
(b) In 2018, includes the relative amount 2.5% of the gross sales revenue in the domestic market, referring to the social contribution to the National Institute of Social Security (INSS), pursuant to Law n°12.546/11, article 8, Annex I and their respective amendments.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
25 Information by Segment and Geographic Areas
25.1 Criteria for identifying operating segments
The Company evaluates the performance of its business segments through the operating result. The information presented under “Not Segmented” is related to income statement and balance sheet items not directly attributed to the pulp and paper segments, such as, net financial result and income and social contribution taxes expenses, in addition to the balance sheet classification items of assets and liabilities.
The operating segments defined by Management are as follows:
i) Pulp: comprises production and sale of hardwood eucalyptus pulp and fluff pulp mainly to supply the foreign market, with any surplus sold in the domestic market.
ii) Paper: comprises production and sale of paper to meet the demands of both domestic and foreign markets. Consumer goods (tissue) sales are classified under this segment due to its immateriality.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
25.2 Information on operating segments
|
| March 31, 2019 |
| ||||||
|
| Pulp |
| Paper |
| Not |
| Total |
|
Net sales revenue |
| 4,601,986 |
| 1,097,013 |
|
|
| 5,698,999 |
|
Domestic market (Brazil) |
| 505,535 |
| 807,671 |
|
|
| 1,313,206 |
|
Foreign market |
| 4,096,451 |
| 289,342 |
|
|
| 4,385,793 |
|
Asia |
| 1,754,884 |
| 23,904 |
|
|
| 1,778,788 |
|
Europe |
| 1,556,894 |
| 50,077 |
|
|
| 1,606,971 |
|
North America |
| 773,128 |
| 71,049 |
|
|
| 844,177 |
|
South and Central America |
| 11,545 |
| 133,004 |
|
|
| 144,549 |
|
Africa |
|
|
| 11,308 |
|
|
| 11,308 |
|
Cost of sales |
| (3,980,055 | ) | (744,838 | ) |
|
| (4,724,893 | ) |
Gross profit |
| 621,931 |
| 352,175 |
|
|
| 974,106 |
|
Gross margin (%) |
| 13.5 | % | 32.1 | % |
|
| 17.1 | % |
Operating income (expenses) |
| (596,505 | ) | (192,789 | ) |
|
| (789,294 | ) |
Selling expenses |
| (354,200 | ) | (87,103 | ) |
|
| (441,303 | ) |
General and administrative expenses |
| (228,760 | ) | (102,005 | ) |
|
| (330,765 | ) |
Other operating income (expenses), net |
| (13,545 | ) | (5,339 | ) |
|
| (18,884 | ) |
Equity pick-up |
|
|
| 1,658 |
|
|
| 1,658 |
|
Operating profit before net financial income |
| 25,425 |
| 159,387 |
|
|
| 184,812 |
|
Operating margin (%) |
| 0.5 | % | 14.5 | % |
|
| 3.2 | % |
Financial result, net |
|
|
|
|
| (1,936,143 | ) | (1,936,143 | ) |
Net income (loss) before taxes |
| 25,425 |
| 159,387 |
| (1,936,143 | ) | (1,751,331 | ) |
Income taxes |
|
|
|
|
| 522,199 |
| 522,199 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
| 25,425 |
| 159,387 |
| (1,413,944 | ) | (1,229,132 | ) |
Result of the period attributed to non-controlling shareholders |
|
|
|
|
| (2,329 | ) | (2,329 | ) |
Result of the period attributable to controlling shareholders |
| 25,425 |
| 159,387 |
| (1,411,615 | ) | (1,226,803 | ) |
Profit (loss) margin for the period (%) |
| 0.3 | % | 14.5 | % |
|
| (21.7 | )% |
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
| 2,351,650 |
| 119,635 |
|
|
| 2,471,285 |
|
|
|
|
|
|
|
|
|
|
|
Products sold (in tons) |
| 1,729,083 |
| 274,221 |
|
|
| 2,003,304 |
|
Foreign market |
| 1,527,621 |
| 77,109 |
|
|
| 1,604,730 |
|
Domestic market (Brazil) |
| 201,462 |
| 197,112 |
|
|
| 398,574 |
|
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
|
| March 31, 2018 |
| ||||||
|
| Pulp |
| Paper |
| Not |
| Total |
|
Net sales revenue |
| 2,076,306 |
| 918,273 |
|
|
| 2,994,579 |
|
Domestic market (Brazil) |
| 176,527 |
| 627,187 |
|
|
| 803,714 |
|
Foreign market |
| 1,899,779 |
| 291,086 |
|
|
| 2,190,865 |
|
Asia |
| 989,829 |
| 21,642 |
|
|
| 1,011,471 |
|
Europe |
| 614,526 |
| 52,040 |
|
|
| 666,566 |
|
North America |
| 286,431 |
| 33,854 |
|
|
| 320,285 |
|
South and Central America |
| 8,993 |
| 175,255 |
|
|
| 184,248 |
|
Africa |
|
|
| 8,295 |
|
|
| 8,295 |
|
Cost of sales |
| (963,163 | ) | (620,251 | ) |
|
| (1,583,414 | ) |
Gross profit |
| 1,113,143 |
| 298,022 |
|
|
| 1,411,165 |
|
Gross margin (%) |
| 53.6 | % | 32.5 | % |
|
| 47.1 | % |
Operating income (expenses) |
| (109,329 | ) | (169,900 | ) |
|
| (279,229 | ) |
Selling expenses |
| (47,831 | ) | (74,126 | ) |
|
| (121,956 | ) |
General and administrative expenses |
| (50,697 | ) | (96,656 | ) |
|
| (147,353 | ) |
Other operating income (expenses), net |
| (10,801 | ) | 934 |
|
|
| (9,867 | ) |
Equity pick-up |
|
|
| (53 | ) |
|
| (53 | ) |
Operating profit before net financial income |
| 1,003,814 |
| 128,121 |
|
|
| 1,131,935 |
|
Operating margin (%) |
| 48.3 | % | 14.0 | % |
|
| 37.8 | % |
Financial result, net |
|
|
|
|
| (157,350 | ) | (157,350 | ) |
Net income (loss) before taxes |
| 1,003,814 |
| 128,121 |
| (157,350 | ) | 974,585 |
|
Income taxes |
|
|
|
|
| (169,065 | ) | (169,065 | ) |
Net income (loss) for the period |
| 1,003,814 |
| 128,121 |
| (326,415 | ) | 805,520 |
|
Result of the period attributed to non-controlling shareholders |
|
|
|
|
|
|
|
|
|
Result of the period attributable to controlling shareholders |
| 1,003,814 |
| 128,121 |
| (326,415 | ) | 805,520 |
|
Profit margin for the period (%) |
| 48.3 | % | 14.0 | % |
|
| 26.9 | % |
Depreciation, depletion and amortization |
| 274,192 |
| 110,746 |
|
|
| 384,938 |
|
Products sold (in tons) |
| 876,035 |
| 284,044 |
|
|
| 1,160,079 |
|
Foreign market |
| 795,030 |
| 95,355 |
|
|
| 890,385 |
|
Domestic market (Brazil) |
| 81,005 |
| 188,689 |
|
|
| 269,694 |
|
25.3 Net sales by product
The following table shows the breakdown of consolidated net sales by product:
|
| March 31, |
| March 31, |
|
Products |
|
|
|
|
|
Market pulp (a) |
| 4,601,986 |
| 2,076,306 |
|
Printing and writing paper (b) |
| 909,555 |
| 580,578 |
|
Paperboard |
| 176,635 |
| 317,112 |
|
Other |
| 10,823 |
| 20,583 |
|
Net sales |
| 5,698,999 |
| 2,994,579 |
|
(a) Revenue from fluff pulp represents (around 0.5% of total net sales) and, therefore, was included in market pulp sales.
(b) Tissue is a recently launched product and its revenues represent less than 2.2% of total net sales. Therefore, it was included in the sales of printing and writing paper.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
26 Expenses by Nature
|
| March 31, |
| March 31, |
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
Personnel expenses |
| (369,144 | ) | (143,163 | ) |
Variable cost |
| (1,350,556 | ) | (679,374 | ) |
Logistics cost |
| (537,430 | ) | (241,235 | ) |
Depreciation, depletion and amortization |
| (874,340 | ) | (375,822 | ) |
Fair value adjustment on acquisition of Fibria and Facepa - Amortization |
| (1,360,990 | ) |
|
|
Other costs (a) |
| (232,433 | ) | (143,820 | ) |
|
| (4,724,893 | ) | (1,583,414 | ) |
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
Personnel expenses |
| (59,257 | ) | (28,944 | ) |
Services |
| (20,814 | ) | (14,470 | ) |
Logistics cost |
| (117,999 | ) | (59,714 | ) |
Depreciation and amortization |
| (12,168 | ) | (970 | ) |
Fair value adjustment on acquisition of Fibria - Amortization |
| (205,245 | ) |
|
|
Other expenses (b) |
| (25,820 | ) | (17,859 | ) |
|
| (441,303 | ) | (121,957 | ) |
|
|
|
|
|
|
General and Administrative expenses |
|
|
|
|
|
Personnel expenses |
| (189,283 | ) | (94,734 | ) |
Services |
| (65,600 | ) | (26,693 | ) |
Depreciation and amortization |
| (13,911 | ) | (8,146 | ) |
Fair value adjustment on acquisition of Fibria - Amortization |
| (1,025 | ) |
|
|
Other expenses (b) |
| (60,946 | ) | (17,780 | ) |
|
| (330,765 | ) | (147,353 | ) |
|
|
|
|
|
|
Other operating (expenses) income |
|
|
|
|
|
Rents and leases |
| 133 |
|
|
|
Income on the sale of other products |
| 3,561 |
| (127 | ) |
Results from sales and disposal of property, plant and equipment and biological assets |
| (15,770 | ) | (9,488 | ) |
Amortization of intangible assets |
| (1,958 | ) | (1,684 | ) |
Insurance reimbursement |
| 6,461 |
|
|
|
Provision for loss of judicial deposits |
| (3,284 | ) |
|
|
Fair value adjustment on acquisition of Fibria and Facepa - Amortization |
| (3,606 | ) |
|
|
Other operating income (expenses), net |
| (4,421 | ) | 1,432 |
|
|
| (18,884 | ) | (9,867 | ) |
(a) Includes allowance for doubtful accounts, insurance, materials (use and consumption), expenses with travel, accommodation, participation in trade fairs and events.
(b) Includes corporate expenses, insurance, materials (use and consumption), social projects and donations, expenses with travel and accommodation.
Suzano S.A.
Notes to the Unaudited condensed consolidated interim financial information as of March 31, 2019
(In thousands of R$, unless otherwise stated)
27 Explanatory notes not presented
We presented explanatory notes to the annual financial statements detailing the financial instruments, advances to suppliers, the tax amnesty and refinancing program, asset retirement obligations, long term commitments, shareholders’ equity, benefits to employees, compensation program based on shares, accounts payable with acquisition of assets and subsidiaries, insurance, and impairment testing, that we omitted in the March 31, 2019 consolidated interim financial information because the assumptions, operations and policies have not seen any relevant changes compared to the position presented in the financial statements as at December 31, 2018.
28 Subsequent events
i) Approval of the legal merger of Fibria
On April 1, 2019, the Company approved in the Extraordinary Shareholders Meeting of the Company the legal merger of Fibria, wholly owned subsidiary of the Company, with the transfer of all its equity to the Company and its consequent winding up (“Legal Merger”), provided that the share capital of the Company will not change due to the Legal Merger. Because of the Legal Merger, the Company will succeed Fibria in all its rights and obligations.
ii) Financing agreements guaranteed by export credit agencies settled in advance
On April 29 and April 30, 2019, Suzano S.A. voluntarily settled in advance US$ 208.4 million (equivalent to R$ 822.2 million) related to financing agreements that were guaranteed by export credit agencies (Finnvera and EKN).