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6-K Filing
Suzano (SUZ) 6-KCurrent report (foreign)
Filed: 31 Oct 19, 5:20pm
Suzano S.A. | |
| |
Unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
| |
(In thousands of R$, unless otherwise stated) |
Condensed Consolidated Interim Balance Sheet
|
| Note |
| September 30, |
| December 31, |
|
ASSETS |
|
|
|
|
|
|
|
CURRENT |
|
|
|
|
|
|
|
Cash and cash equivalents |
| 5 |
| 3,714,646 |
| 4,387,453 |
|
Financial investments |
| 6 |
| 4,897,585 |
| 21,098,565 |
|
Trade accounts receivable |
| 7 |
| 2,058,731 |
| 2,537,058 |
|
Inventories |
| 8 |
| 6,258,364 |
| 1,853,104 |
|
Recoverable taxes |
| 9 |
| 1,235,668 |
| 296,832 |
|
Derivative financial instruments |
| 4 |
| 239,161 |
| 352,454 |
|
Advances to suppliers |
|
|
| 138,127 |
| 98,533 |
|
Assets held for sale |
|
|
|
|
| 5,718 |
|
Other assets |
|
|
| 279,096 |
| 169,175 |
|
Total current assets |
|
|
| 18,821,378 |
| 30,798,892 |
|
|
|
|
|
|
|
|
|
NON-CURRENT |
|
|
|
|
|
|
|
Recoverable taxes |
| 9 |
| 557,373 |
| 231,498 |
|
Financial investments |
| 6 |
| 177,453 |
|
|
|
Deferred taxes |
| 11 |
| 3,083,218 |
| 8,998 |
|
Derivative financial instruments |
| 4 |
| 677,305 |
| 141,480 |
|
Advances to suppliers |
|
|
| 1,100,257 |
| 218,493 |
|
Judicial deposits |
|
|
| 338,971 |
| 129,005 |
|
Other assets |
|
|
| 201,374 |
| 93,935 |
|
|
|
|
|
|
|
|
|
Biological assets |
| 12 | �� | 10,280,967 |
| 4,935,905 |
|
Investments |
| 13 |
| 279,263 |
| 14,338 |
|
Property, plant and equipment |
| 14 |
| 41,500,872 |
| 17,020,259 |
|
Right of use |
| 18.1 |
| 4,359,907 |
|
|
|
Intangible |
| 15 |
| 17,968,738 |
| 339,841 |
|
Total non-current |
|
|
| 80,525,698 |
| 23,133,752 |
|
TOTAL ASSETS |
|
|
| 99,347,076 |
| 53,932,644 |
|
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Condensed Consolidated Interim Balance Sheet
|
| Note |
| September 30, |
| December 31, |
|
LIABILITIES |
|
|
|
|
|
|
|
CURRENT |
|
|
|
|
|
|
|
Trade accounts payable |
| 16 |
| 3,325,724 |
| 632,565 |
|
Loans, financing and debentures |
| 17.1 |
| 5,091,236 |
| 3,426,696 |
|
Lease liabilities |
| 18.2 |
| 587,910 |
|
|
|
Derivative financial instruments |
| 4 |
| 1,111,477 |
| 596,530 |
|
Taxes payable |
|
|
| 212,378 |
| 243,835 |
|
Payroll and charges |
|
|
| 439,615 |
| 234,192 |
|
Liabilities for assets acquisitions and subsidiaries |
|
|
| 92,098 |
| 476,954 |
|
Dividends payable |
|
|
| 9,904 |
| 5,434 |
|
Advance from customers |
|
|
| 31,925 |
| 75,159 |
|
Other liabilities |
|
|
| 278,615 |
| 367,313 |
|
Total current liabilities |
|
|
| 11,180,882 |
| 6,058,678 |
|
|
|
|
|
|
|
|
|
NON-CURRENT |
|
|
|
|
|
|
|
Loans, financing and debentures |
| 17.1 |
| 58,929,307 |
| 32,310,813 |
|
Lease liabilities |
| 18.2 |
| 3,946,474 |
|
|
|
Derivative financial instruments |
| 4 |
| 2,865,034 |
| 1,040,170 |
|
Liabilities for assets acquisitions and subsidiaries |
|
|
| 463,835 |
| 515,558 |
|
Provision for judicial liabilities |
| 19 |
| 3,495,447 |
| 351,270 |
|
Employee benefits |
| 20 |
| 592,467 |
| 430,427 |
|
Deferred taxes |
| 11 |
| 589,148 |
| 1,038,133 |
|
Share-based compensation plans |
| 21 |
| 126,425 |
| 124,318 |
|
Other liabilities |
|
|
| 121,798 |
| 37,342 |
|
Total non-current liabilities |
|
|
| 71,129,935 |
| 35,848,031 |
|
TOTAL LIABILITIES |
|
|
| 82,310,817 |
| 41,906,709 |
|
|
|
|
|
|
|
|
|
EQUITY |
| 22 |
|
|
|
|
|
Share capital |
|
|
| 9,235,546 |
| 6,241,753 |
|
Capital reserves |
|
|
| 6,419,941 |
| 674,221 |
|
Treasury shares |
|
|
| (218,265 | ) | (218,265 | ) |
Retained earnings reserves |
|
|
| 3,081,740 |
| 2,992,590 |
|
Other reserves |
|
|
| 2,348,132 |
| 2,321,708 |
|
Retained earnings (loss) |
|
|
| (3,947,403 | ) |
|
|
Controlling shareholder´s |
|
|
| 16,919,691 |
| 12,012,007 |
|
Non-controlling interest |
|
|
| 116,568 |
| 13,928 |
|
Total equity |
|
|
| 17,036,259 |
| 12,025,935 |
|
TOTAL LIABILITIES AND EQUITY |
|
|
| 99,347,076 |
| 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 | |
| |
(In thousands of R$, unless otherwise stated) |
Condensed Consolidated Interim Statements of Income (Loss)
|
|
|
| Third quarter |
| 9 months YTD |
| ||||
|
| Note |
| July 1 to |
| July 1 to |
| September 30, |
| September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES |
| 25 |
| 6,599,909 |
| 4,005,524 |
| 18,963,990 |
| 10,214,225 |
|
Cost of sales |
| 27 |
| (4,986,414 | ) | (1,963,077 | ) | (14,933,426 | ) | (5,231,572 | ) |
GROSS PROFIT |
|
|
| 1,613,495 |
| 2,042,447 |
| 4,030,564 |
| 4,982,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
Selling |
| 27 |
| (469,014 | ) | (160,988 | ) | (1,367,298 | ) | (433,250 | ) |
General and administrative |
| 27 |
| (278,976 | ) | (198,576 | ) | (887,772 | ) | (549,596 | ) |
Income from associates and joint ventures |
| 13 |
| 15,678 |
| 3,990 |
| 21,247 |
| 3,867 |
|
Other, net |
| 27 |
| 116,132 |
| 47,136 |
| 268,447 |
| 36,597 |
|
OPERATING PROFIT BEFORE NET FINANCIAL INCOME (EXPENSES) |
|
|
| 997,315 |
| 1,734,009 |
| 2,065,188 |
| 4,040,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET FINANCIAL INCOME (EXPENSES) |
| 24 |
|
|
|
|
|
|
|
|
|
Financial expenses |
|
|
| (1,058,484 | ) | (475,378 | ) | (3,123,771 | ) | (1,035,172 | ) |
Financial income |
|
|
| 108,143 |
| 133,722 |
| 393,374 |
| 215,456 |
|
Derivative financial instruments |
|
|
| (1,857,397 | ) | (1,367,075 | ) | (2,236,904 | ) | (3,848,539 | ) |
Monetary and exchange variations, net |
|
|
| (3,685,540 | ) | (254,257 | ) | (3,383,054 | ) | (1,421,714 | ) |
NET INCOME (LOSS) BEFORE TAXES |
|
|
| (5,495,963 | ) | (228,979 | ) | (6,285,167 | ) | (2,049,698 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Current income taxes |
| 11 |
| (30,414 | ) | (97,275 | ) | (221,992 | ) | (420,147 | ) |
Deferred income taxes |
| 11 |
| 2,066,142 |
| 218,646 |
| 2,517,641 |
| 1,327,747 |
|
NET INCOME (LOSS) FOR THE PERIOD |
|
|
| (3,460,235 | ) | (107,608 | ) | (3,989,518 | ) | (1,142,098 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to |
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders’ |
|
|
| (3,460,810 | ) | (107,780 | ) | (3,987,065 | ) | (1,142,856 | ) |
Non-controlling interest |
|
|
| 575 |
| 172 |
| (2,453 | ) | 758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share |
| 23 |
|
|
|
|
|
|
|
|
|
Basic |
|
|
| (2.56504 | ) | (0.09854 | ) | (2.95508 | ) | (1.04524 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
| (2.56504 | ) | (0.09854 | ) | (2.95508 | ) | (1.04524 | ) |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
|
| Third quarter |
| 9 months YTD |
| ||||
|
| July 1 to |
| July 1 to |
| September 30, |
| September 30, |
|
Net income (loss) for the period |
| (3,460,235 | ) | (107,608 | ) | (3,989,518 | ) | (1,142,098 | ) |
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
Exchange rate variation and fair value on financial assets measured at fair value through of comprehensive income |
|
|
|
|
|
|
|
|
|
Ensyn Corporation (“Ensyn”) (1) |
|
|
|
|
| 3,156 |
|
|
|
CelluForce Inc. (“CelluForce”) |
| 1,406 |
|
|
| 1,938 |
|
|
|
Spinnova Oy (“Spinnova”) (1) |
| (840 | ) |
|
| (1,242 | ) |
|
|
Tax effect of the above items |
| (193 | ) |
|
| (1,310 | ) |
|
|
|
| 373 |
|
|
| 2,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Item that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
Exchange variation on conversion of financial statements and on foreign investments |
| 66,938 |
| 36,964 |
| 58,525 |
| 176,150 |
|
|
| 66,938 |
| 36,964 |
| 58,525 |
| 176,150 |
|
Total comprehensive income (loss) |
| (3,392,924 | ) | (70,644 | ) | (3,928,451 | ) | (965,948 | ) |
|
|
|
|
|
|
|
|
|
|
Attributable to |
|
|
|
|
|
|
|
|
|
Controlling shareholders’ |
| (3,393,499 | ) | (70,816 | ) | (3,925,998 | ) | (966,706 | ) |
Non-controlling interest |
| 575 |
| 172 |
| (2,453 | ) | 758 |
|
(1) In 2019 the Company revaluated the investment, previously classified as financial investment measured through other comprehensive income, note 3.1.5. and 3.1.6.
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Suzano S.A.
Unaudited condensed consolidated interim financial information Nine-month period ended September 30, 2019
(In thousands of R$, unless otherwise stated) |
Condensed Consolidated Interim Statements of Changes in Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| Share capital |
| Capital reserves |
|
|
| Retained earnings reserves |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| Share |
| Share |
| Stock options |
| Share |
| Tax |
| Other |
| Treasury |
| Tax |
| Legal |
| Reserve for |
| Special |
| Dividends |
| Other |
| Retained |
| Total |
| Non- |
| Total equity |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,142,856 | ) | (1,142,856 | ) | 758 |
| (1,142,098 | ) |
Other comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 176,150 |
|
|
| 176,150 |
|
|
| 176,150 |
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options granted |
|
|
|
|
| 72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 72 |
|
|
| 72 |
|
Sold of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
| 8,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,514 |
|
|
| 8,514 |
|
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,379 |
| 14,379 |
|
Internal changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial realization of deemed cost, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (55,560 | ) | 55,560 |
|
|
|
|
|
|
|
Stock option exercised |
|
|
|
|
| (14,309 | ) |
|
|
|
|
|
| 14,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer between reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,230 |
| 359 |
|
|
|
|
|
|
| 3,589 |
|
|
| 3,589 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (29,977 | ) |
|
|
|
|
|
|
|
| (29,977 | ) |
|
| (29,977 | ) |
Balances at September 30, 2018 |
| 6,241,753 |
|
|
|
|
| (15,442 | ) | 396,006 |
|
|
| (218,265 | ) |
|
| 406,898 |
| 2,254,581 |
| 234,950 |
|
|
| 2,418,918 |
| (1,087,296 | ) | 10,632,103 |
| 15,137 |
| 10,647,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3,987,065 | ) | (3,987,065 | ) | (2,453 | ) | (3,989,518 | ) |
Other comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 61,067 |
|
|
| 61,067 |
|
|
| 61,067 |
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital increase (note 1.1.1.1 and 22.1) |
| 3,027,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,027,528 |
|
|
| 3,027,528 |
|
Share issuance costs (1) |
|
|
| (33,735 | ) |
|
| 15,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (18,294 | ) |
|
| (18,294 | ) |
Stock options granted |
|
|
|
|
| 3,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,956 |
|
|
| 3,956 |
|
Non-controlling interest arising from business combination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 105,093 |
| 105,093 |
|
Unclaimed dividends forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,122 |
|
|
|
|
|
|
|
|
| 1,122 |
|
|
| 1,122 |
|
Dividends paid (note 22.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (596,534 | ) |
|
|
|
| (596,534 | ) |
|
| (596,534 | ) |
Internal changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers of tax incentives |
|
|
|
|
|
|
|
|
| (684,563 | ) |
|
|
|
| 684,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial realization of deemed cost, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (39,662 | ) | 39,662 |
|
|
|
|
|
|
|
Realization of asset revaluation reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,019 |
|
|
| 5,019 |
|
|
| 5,019 |
|
Issue of common shares related to business combination (note 1,1,1,1) |
|
|
|
|
|
|
|
|
|
|
| 6,410,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,410,885 |
|
|
| 6,410,885 |
|
Balances at September 30, 2019 |
| 9,269,281 |
| (33,735 | ) | 9,056 |
|
|
|
|
| 6,410,885 |
| (218,265 | ) | 684,563 |
| 422,815 |
| 1,731,751 |
| 242,612 |
|
|
| 2,348,132 |
| (3,947,403 | ) | 16,919,691 |
| 116,568 |
| 17,036,259 |
|
(1) In 2019, the Company reclassified the share issuance costs from capital reserve to share capital.
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
Condensed Consolidated Interim Statements of Cash Flows
|
| September 30, |
| September 30, |
|
OPERATING ACTIVITIES |
|
|
|
|
|
Net income (loss) for the period Adjustment to: |
| (3,989,518 | ) | (1,142,098 | ) |
Depreciation, depletion and amortization (note 27) |
| 2,879,183 |
| 1,175,272 |
|
Amortization of fair value adjustment on business combination with Fibria/Facepa/Ibema (note 27) |
| 3,326,974 |
|
|
|
Amortization of right of use (note 27) |
| 106,925 |
|
|
|
Amortization of fair value adjustment on business combination with Fibria classified at financial results (note 24) |
| (69,397 | ) |
|
|
Interest expense on lease liabilities |
| 153,061 |
|
|
|
Results from sale, disposals and provision for losses (impairment) of property, plant and equipment and biological assets, net (note 27) |
| 26,281 |
| 17,438 |
|
Income from associates and joint ventures |
| (21,247 | ) | (3,867 | ) |
Exchange rate and monetary variations, net (note 24) |
| 3,383,054 |
| 1,655,901 |
|
Interest expenses with financing and loans, debentures and debentures, net |
| 2,528,303 |
| 661,472 |
|
Accrual of interest on financial investments |
| (290,303 | ) | (160,636 | ) |
Amortization of fundraising costs (notes 17.2) |
| 172,803 |
|
|
|
Derivative (gains) losses, net (note 24) |
| 2,236,904 |
| 3,848,539 |
|
Fair value adjustment of biological assets (note 12) |
| (83,453 | ) | (5,954 | ) |
Deferred income tax and social contribution expenses (note 11.1) |
| (2,517,641 | ) | (1,327,747 | ) |
Tax credits - gains in tax lawsuit (ICMS from the PIS/COFINS calculation basis) (note 9) |
| (128,115 | ) |
|
|
Interest on employee benefits (note 20.2) |
| 38,762 |
| 25,851 |
|
Provision/ (Reversal) for judicial liabilities |
| (21,858 | ) | 8,990 |
|
Expected credit losses, net (note 7.3) |
| (14,364 | ) | 6,433 |
|
Estimated loss in inventories, net (note 8.1) |
| 30,790 |
| (23,140 | ) |
Provision for loss of ICMS credits, net |
| 87,496 |
|
|
|
Reversal of/(addition to) provision for discounts |
|
|
| 28,978 |
|
Other |
| (6,861 | ) | 156,718 |
|
Decrease (increase) in assets |
|
|
|
|
|
Trade accounts receivable |
| 2,015,294 |
| (395,989 | ) |
Inventories |
| (343,929 | ) | (288,324 | ) |
Recoverable taxes |
| 137,786 |
| 52,700 |
|
Other assets |
| 153,399 |
| (115,955 | ) |
Increase (decrease) in liabilities |
|
|
|
|
|
Trade accounts payables |
| (726,528 | ) | 21,721 |
|
Other taxes and contributions paid |
|
|
| (389,467 | ) |
Taxes payable |
| 263,662 |
| 751,758 |
|
Payroll and charges |
| (196,046 | ) | 117,780 |
|
Other liabilities |
| (434,601 | ) | (64,755 | ) |
Cash provided by operations, net |
| 8,696,816 |
| 4,611,619 |
|
Payment of interest with financing and loans and debentures |
| (2,362,331 | ) | (662,497 | ) |
Interest received from financial investments |
| 354,536 |
|
|
|
Payment of income taxes |
| (336,480 | ) | (249,476 | ) |
Cash provided by operating activities |
| 6,352,541 |
| 3,699,646 |
|
INVESTING ACTIVITIES |
|
|
|
|
|
Cash provided by the merger of subsidiary |
|
|
| 21,431 |
|
Additions to property, plant and equipment (note 14) |
| (1,622,068 | ) | (899,692 | ) |
Additions to intangible assets (note 15) |
| (12,816 | ) | (6,350 | ) |
Additions to biological assets (note 12) |
| (2,109,268 | ) | (840,223 | ) |
Proceeds from sale of assets |
| 153,739 |
| 44,131 |
|
Increase of capital in subsidiaries and associates |
| (45,856 | ) |
|
|
Financial investments |
| 20,428,121 |
| (9,472,426 | ) |
Advance for acquisition of wood from operations with development |
| (294,162 | ) | (3,165 | ) |
Acquisition of subsidiaries, net cash (note 1.1.1.2) |
| (26,002,540 | ) | (315,904 | ) |
Other investments |
| (265 | ) |
|
|
Cash used in investing activities, net |
| (9,505,115 | ) | (11,472,198 | ) |
FINANCING ACTIVITIES |
|
|
|
|
|
Proceeds from loans, financing and debentures (note 17.2) |
| 16,315,910 |
| 13,253,000 |
|
Payment of derivative transactions (note 4.4.4) |
| (55,997 | ) | (1,263,050 | ) |
Payment of loans, financing, debentures (note 17.2) |
| (12,249,522 | ) | (3,473,928 | ) |
Payment of leases (note 18.2) |
| (425,297 | ) |
|
|
Payment of dividends |
| (601,735 | ) | (210,205 | ) |
Proceeds from own shares |
|
|
| 8,514 |
|
Liabilities for assets acquisitions and subsidiaries |
| (470,396 | ) | (70,666 | ) |
Others financing |
| 4,575 |
|
|
|
Cash provided by financing activities, net |
| 2,517,538 |
| 8,243,665 |
|
Exchange variation on cash and cash equivalents |
| (37,771 | ) | 157,816 |
|
Increase (reduction) in cash and cash equivalents |
| (672,807 | ) | 628,929 |
|
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 |
| 3,714,646 |
| 1,705,762 |
|
Statement of increase (reduction) in cash and cash equivalents |
| (672,807 | ) | 628,929 |
|
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 September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
1 Company Information
Suzano S.A., (current corporate name of Suzano Papel e Celulose S.A., as approved by Extraordinary General Meeting hold on April 1st, 2019), together with its subsidiaries (“Suzano” or collectively “Company”), is a public company with its headquarters office in the city of Salvador, State of Bahia, Brazil.
Suzano owns shares traded in B3 S.A. (“Brasil, Bolsa, Balcão - “B3”), listed on the New Market under the ticker SUZB3. On December 10, 2018, Suzano began trading its American Depositary Receipts (“ADRs”) in a ratio of 1 (one) common share, Level II, traded in the New York Stock Exchange under the ticker SUZ, pursuant to a program approved by the Brazilian Securities and Exchange Commission (“CVM”).
After the conclusion of business combination with Fibria Celulose S.A. (“Fibria”), on January 14, 2019, the Company now holds 11 industrial units, located in Aracruz (Espírito Santo, State), Belém (Pará, State), Eunápolis (Veracel Celulose S.A. “Veracel” a joint operation with Stora Enso Amsterdam) 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 packages 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.
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 45.84% of the common shares of its share capital.
This unaudited condensed consolidated interim financial information was approved by the Management Company’s on October 30, 2019.
1.1 Major events in the period
1.1.1 Business Combination with Fibria
On January 3, 2019, acquisition date of control by Suzano, after all fulfilled conditions for the conclusion of business combination and shareholding base, Fibria’s shares were exchanged for Suzano’s shares and on January 14, 2019, Suzano concluded the
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
corporate reorganization process, following the terms of the Agreement signed by both entities on March 15, 2018.
The transferred consideration by Suzano for acquisition of control of Fibria, defined in terms of the Agreement, was as follows:
1.1.1.1 Share exchange ratio
On January 2, 2019, according to Notice to Shareholders, the exchange ratio of the common shares issued by Eucalipto Holding S.A. (“Holding”) held by Fibria’s shareholders for shares issued by Suzano was adjusted from 0.4611 to 0.4613, being the exchange ratio of 0.4613 considered as final. The adjustment in the exchange ratio, compared to the originally announced, was due to (i) a change in the total number of shares issued by Fibria ex-treasury and disregarding the shares resulting from the vesting of option plans between those in the Protocol and Justification and that date of 553,080,611 shares for 553,733,881 shares and (ii) alteration of the number of shares issued by Suzano ex-treasury and disregarding the shares resulting from the vesting of option plans between that contained in the Protocol and Justification and that present date of 1,091,984,141 shares to 1,093,784,141 shares.
As consequence of this adjustment, (i) Suzano issued, as a result of the merger of the Holding, 255,437,439 new common shares in the market value of R$ 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.
1.1.1.2 Cash installment
On January 10, 2019, by means of the Notice to Shareholders, the Company communicated the final value of the Adjusted Cash installment, 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 per share issued by Fibria (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, measured 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 annual, 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.
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 S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
Suzano performed a valuation analysis of the fair market value of the assets acquired and liabilities assumed of Fibria and, using the total transferred consideration for the Merger, and allocated 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 by Suzano |
| 9,438,413 |
|
Total consideration |
| 37,235,854 |
|
|
|
|
|
Book value of Fibria’s shareholders’ equity |
| 14,149,004 |
|
Write-off of the book value of existing goodwill, net of the deferred income taxes |
| (3,495,077 | ) |
Mandatory minimum dividends (eliminated from the balance sheet at the date of acquisition) |
| 724,829 |
|
Book value of Fibria’s shareholders’ equity, net of goodwill |
| 11,378,756 |
|
|
|
|
|
Fair value adjustment on business combination with Fibria (assets and liabilities): |
|
|
|
Inventories |
| 2,178,903 | (1) |
Property, plant and equipment |
| 9,445,315 | (2) |
Customer relationship |
| 9,030,779 | (3) |
Port assets |
| 749,060 | (4) |
Contingent liabilities |
| (2,970,546 | )(5) |
Loans and financing |
| (59,921 | )(6) |
Taxes recoverable |
| (235,843 | )(7) |
Other assets and liabilities, net |
| 368,624 | (8) |
Deferred taxes, net |
| (546,324 | )(9) |
Total impact of fair value |
| 17,960,047 |
|
Preliminary goodwill on the expectation of future profitability |
| 7,897,051 | (10) |
The Company has not yet finalized the valuation of all identifiable assets acquired and liabilities assumed in the business combination with Fibria and therefore some of these amounts are provisional. These amounts may be adjusted as valuations are finalized.
(1) Measured 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.
(2) 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.
(3) In order to determine the fair value adjustment in the customer portfolio, the income approach and the 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 measured using estimated discounted cash flows.
(4) Fibria has concession contracts and port assets to assist in port operations in Brazil. For fair value measurement of these assets was considered the income approach, the Multi Period Excess Earnings Method (“MPEEM”) 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.
(5) In the business combination, for the contingencies fair value measurement, 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.
(6) The adjustment to fair value of loans and financing was measured 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.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
(7) 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.
(8) 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.
(9) 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.
(10) 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 13.4.
1.1.2 Approval of the legal merger of Fibria
On April 1st, 2019, the Company approved in the Extraordinary Shareholders Meeting of Suzano the legal merger of Fibria, wholly-owned subsidiary of Suzano, with the transfer of all its equity to Suzano and its consequent winding up (“Legal Merger”), provided that the share capital of the Company not changed due to the Legal Merger. Because of the Legal Merger, the Suzano succeeded Fibria in all its rights and obligations.
The following table summarizes, the main items balance sheet of Fibria as of March 31, 2019:
ASSETS |
|
|
| LIABILITIES |
|
|
|
CURRENT |
|
|
| CURRENT |
|
|
|
Cash and cash equivalents |
| 29,086 |
| Loans and financing |
| 816,180 |
|
Financial investments |
| 2,734,027 |
| Lease liabilities |
| 367,613 |
|
Derivative financial instruments |
| 256,675 |
| Trade accounts payable |
| 955,210 |
|
Trade accounts receivable |
| 3,572,059 |
| Derivative financial instruments |
| 254,444 |
|
Inventories |
| 1,714,560 |
| Payroll and charges |
| 104,246 |
|
Recoverable taxes |
| 768,439 |
| Taxes payable |
| 36,057 |
|
Other assets |
| 161,238 |
| Related parties |
| 1,179,254 |
|
|
| 9,236,084 |
| Dividends payable |
| 4,015 |
|
|
|
|
| Other liabilities |
| 946,099 |
|
|
|
|
|
|
| 4,663,118 |
|
NON CURRENT |
|
|
| NON CURRENT |
|
|
|
Recoverable taxes |
| 175,559 |
| Loans and financing |
| 8,139,390 |
|
Derivative financial instruments |
| 723,084 |
| Derivative financial instruments |
| 678,833 |
|
Recoverable taxes |
| 546,234 |
| Lease liabilities |
| 2,542,253 |
|
Deferred taxes |
| 1,364,363 |
| Related parties |
| 16,305,560 |
|
Advances to suppliers |
| 696,767 |
| Employee benefits |
| 144,557 |
|
Judicial deposits |
| 190,533 |
| Provision for judicial liabilities |
| 190,698 |
|
Other assets |
| 100,877 |
| Other liabilities |
| 175,934 |
|
|
|
|
|
|
| 28,177,225 |
|
|
|
|
|
|
|
|
|
Biological assets |
| 4,355,102 |
|
|
|
|
|
Investments |
| 9,481,900 |
|
|
|
|
|
Property, plant and equipment |
| 14,633,114 |
|
|
|
|
|
Right of use on lease agreements |
| 2,818,521 |
| TOTAL LIABILITIES |
| 32,840,343 |
|
Intangible assets |
| 118,920 |
|
|
|
|
|
|
| 35,204,974 |
| Equity |
| 11,600,715 |
|
TOTAL ASSETS |
| 44,441,058 |
| TOTAL EQUITY AND LIABILITIES |
| 44,441,058 |
|
2 Presentation of the unaudited condensed consolidated interim financial information
2.1 Preparation basis and presentation
The unaudited consolidated condensed interim financial information was prepared and is presented in accordance with the international standard IAS 34 Interim Financial
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
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 unaudited consolidated condensed interim financial 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.
2.2 Unaudited condensed consolidated interim financial information
The unaudited condensed consolidated interim financial information was prepared based on the information of Suzano and its subsidiaries on the period ended September 30, 2019, as well as in accordance with consistent accounting practices and policies, except to Futuragene PLC, which period end is August 31, 2019, however, has no material effect in relation to unaudited condensed consolidated interim financial information.
The subsidiaries are consolidated from the date control is obtained until the date that control ceases to exist. For joint 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 venture with other companies and associates, these investments are accounted for using the equity method. In relation to associates Ensyn and Spinnova, which period end is August 31, 2019 for interim financial information, has no material effect in relation to unaudited condensed consolidated interim financial information.
In the consolidation process, the balances in the balance sheet and income statement accounts corresponding to the transactions 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 corresponding notes to the financial information regarding to the nine-month period ended September 30, 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 nine-month period ended September 30, 2018 due to the conclusion of the business combination of Fibria in January 2019, as disclosed in note 1.1 above. During the period from January 1, 2019 to March 31, 2019 Suzano consolidated Fibria’s interim accounting information. However, as from April 1, 2019, Fibria was merged into Suzano, as note 1.1.2.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
Companies included in the Company’s unaudited condensed consolidated interim financial information:
|
|
|
| Interest in capital (%) |
| ||
Investee |
| Type of |
| September 30, |
| December 31, |
|
AGFA — Com. Adm. e Participações Ltda. |
| Direct |
| 100 | % | 100 | % |
Asapir Produção Florestal e Comércio Ltda. (1) |
| Direct |
| 100 | % | 50 | % |
Comercial e Agrícola Paineiras Ltda. |
| Direct |
| 100 | % | 100 | % |
Eucalipto Holding S.A. (2) |
| Direct |
|
|
| 100 | % |
Facepa - Fábrica de papel da Amazônia S.A. |
| Direct/Indirect |
| 92.8 | % | 92.8 | % |
Fibria Celulose (USA) Inc. |
| Direct |
| 100 | % |
|
|
Fibria Terminal de Celulose de Santos SPE S.A. |
| Direct |
| 100 | % |
|
|
Fibria Overseas Finance Ltd. |
| Direct |
| 100 | % |
|
|
Fibria Overseas Holding KFT. (3) |
|
|
|
|
|
|
|
Fibria Terminais Portuários S.A. |
| Direct |
| 100 | % |
|
|
FuturaGene AgriDev Xinjiang Company Ltd |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Biotechnology Shangai Company Ltd. |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Brasil Tecnologia Ltda. |
| Direct/Indirect |
| 100 | % | 100 | % |
FuturaGene Delaware Inc. |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Hong Kong Ltd. |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Inc. |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Israel Ltd. |
| Indirect |
| 100 | % | 100 | % |
FuturaGene Ltd. |
| Indirect |
| 100 | % | 100 | % |
F&E Participações do Brasil Ltda. |
| Direct |
| 100 | % |
|
|
F&E Tecnologia do Brasil S.A. |
| Indirect |
| 100 | % |
|
|
Gansu FuturaGene Biotech Co. Ltd. |
| Indirect |
| 100 | % | 100 | % |
Itacel - Terminal de Celulose de Itaqui S.A. |
| Indirect |
| 100 | % | 100 | % |
Maxcel Empreendimentos e Participações S.A. |
| Direct |
| 100 | % | 100 | % |
Mucuri Energética S.A. |
| Direct |
| 100 | % | 100 | % |
Ondurman Empreendimentos Imobiliários Ltda. |
| Direct/Indirect |
| 100 | % | 100 | % |
Paineiras Logística e Transporte Ltda. |
| Direct/Indirect |
| 100 | % | 100 | % |
Portocel - Terminal Espec. Barra do Riacho S.A. |
| Direct |
| 51 | % |
|
|
Projetos Especiais e Investimentos Ltda. |
| Direct |
| 100 | % |
|
|
Stenfar S.A. Indl. Coml. Imp. Y. Exp. |
| Direct/ Indirect |
| 100 | % | 100 | % |
Sun Paper and Board Limited (4) |
|
|
|
|
| 100 | % |
Suzano Áustria GmbH |
| Direct |
| 100 | % | 100 | % |
Suzano Canada Inc. (5) |
| Direct |
| 100 | % |
|
|
Suzano International Trade GmbH (6) |
| Direct |
| 100 | % |
|
|
Suzano Luxembourg (7) |
| 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 | % |
Suzano Trading International KFT(8) |
| Direct |
| 100 | % |
|
|
Veracel Celulose S.A. |
| Joint operation |
| 50 | % |
|
|
(1) The full control was acquired arising from the business combination with Fibria.
(2) Company merged on January 2, 2019, as mentioned in note 1.1.1.1.
(3) Company merged on July 5, 2019 by Suzano Trading International KFT.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
(4) Company dissolution on June 2, 2019.
(5) Corporate name changed on September 30, 2019, former Fibria Innovations Inc.
(6) Corporate name changed on August 28, 2019, former Fibria International Trade GmbH.
(7) Company in the process of closing its activities, whose legal proceedings will be concluded until the period ending December 31, 2019.
8) Corporate name changed on August 9, 2019, former Fibria Trading International.
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 unaudited condensed consolidated 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.
The unaudited condensed consolidated interim financial information should be read in conjunction with the 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 disclosed 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 business combination with Fibria, as described in note 1.1.1.
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 U.S.$ 5,000 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.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
In adopting IFRS 16, the Company recognized the lease liabilities in relation to the agreements 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 was 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;
d) The use of hindsight in determining the lease term, when the agreement contains options to extend or terminate the lease; and
e) The Company excluded initial direct costs of measuring the right to use asset at the date of initial adoption.
The effects of adopting this new standard are set forth 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.
3.1.3 Fair value amortization of subsidiaries
Fair value amortization of assets and liabilities are classified in cost of goods sold, selling, general and administrative expenses, other operating income (expenses) net and financial result, according to the realization of the items that originated them.
3.1.4 Reclassification — Statements of cash flows
The Company made certain reclassifications on its Statements of cash flows regarding the nine-month period ended September 30, 2018, substantially in operating activities,
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
for a better comparison with the Statements of cash flows for the nine-month period ended September 30, 2019.
3.1.5 Revaluation of investment — Ensyn
Ensyn investment was previously classified as financial investment measured through other comprehensive income, however in the second quarter of 2019, based on the shareholders’ agreement and recent capital contribution to Ensyn, the Company increased its stake in this investment and obtained significant influence. Therefore, as from the second quarter of 2019, the Company has recorded its investment prospectively under the equity method using the fair value as deemed cost’ method, with the consequent presentation of the investment under “Investments in subsidiaries, affiliates, joint operations and joint ventures” and no longer under “Other investments”, as disclosed in note 13.2.
Moreover, the Company identified a goodwill based on expected future profitability in the amount of U.S.$40,049 (equivalent to R$154,578), arising from the difference of the consideration paid of U.S.$43,000 (equivalent to R$165,928) and the carrying amount of the net assets of the investee of U.S.$2,941 (equivalent to R$11,350).
3.1.6 Revaluation of investment — Spinnova Oy
Spinnova investment was previously classified as financial investment measured through other comprehensive income, however in the third quarter of 2019, based on the shareholders’ agreement and recent capital contribution to Spinnova, the Company increased its stake in this investment and obtained significant influence. Therefore, as from the third quarter of 2019, the Company has recorded its investment prospectively under the equity method using the fair value as deemed cost’ method, with the consequent presentation of the investment under “Investments in subsidiaries, affiliates, joint operations and joint ventures” and no longer under “Other investments”, as disclosed in note 13.2.
3.1.7 Biological assets
Considering that Suzano used different assumptions to the biological assets fair value measurements that Fibria prior to the acquisition, in the first measurement after business combination, the Company reviewed its assumption for “effective planting area”, keeping the immature forest (up to 2 years from the date of planting) at historical cost. As a result of the Management’s considers that during this period, the historical cost of biological assets approximates to its fair value. Additionally, the purpose of this change is to reflect the experience acquired in the biological assets measurements process and the alignment of calculation approach with the Company’s forest management, which perform continuous forest inventories for the purpose of estimating the wood stock or future production forecast, represented by the average annual increment (“IMA”), from the 3rd year of planting.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
Considering the fact that in the first two years of forest formation, the historical cost approximates to its fair value, as described above, this assumption alignment did not generate significant impacts on the Company’s financial statements.
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.
4 Financial Instruments and Risks Management
4.1 Financial risks management
4.1.1 Overview
In the nine-month period ended September 30, 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.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
4.1.2 Rating
All operations with financial instruments are recognized in the Company’s interim financial information, as set forth below in the following categories:
|
| September 30, |
| December 31, |
|
Assets |
|
|
|
|
|
Amortized cost |
|
|
|
|
|
Cash and cash equivalents (note 5) |
| 3,714,646 |
| 4,387,453 |
|
Trade accounts receivable (note 7) |
| 2,058,731 |
| 2,537,058 |
|
Other assets |
| 480,470 |
| 263,110 |
|
|
| 6,253,847 |
| 7,187,621 |
|
|
|
|
|
|
|
Fair value through other comprehensive income |
|
|
|
|
|
Other investments (note 13) |
| 20,317 |
|
|
|
|
| 20,317 |
|
|
|
|
|
|
|
|
|
Fair value through profit and loss |
|
|
|
|
|
Derivative financial instruments (note 4) |
| 916,466 |
| 493,934 |
|
Financial investments (note 6) |
| 5,075,038 |
| 21,098,565 |
|
|
| 5,991,504 |
| 21,592,499 |
|
|
| 12,265,668 |
| 28,780,120 |
|
Liabilities |
|
|
|
|
|
Amortized cost |
|
|
|
|
|
Loans, financing and debentures (note 17.1) |
| 64,020,543 |
| 35,737,509 |
|
Lease liabilities (note 18.2) |
| 4,534,384 |
|
|
|
Liabilities for assets acquisitions and subsidiaries |
| 555,933 |
| 992,512 |
|
Trade accounts payable and other liabilities |
| 3,726,137 |
| 1,037,220 |
|
|
| 72,836,997 |
| 37,767,241 |
|
Fair value through profit and loss |
|
|
|
|
|
Derivative financial instruments (note 4) |
| 3,976,511 |
| 1,636,700 |
|
|
| 3,976,511 |
| 1,636,700 |
|
|
| 76,813,508 |
| 39,403,941 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
4.1.3 Fair value of loans and financing
The following is a breakdown of the estimated fair values of loans and financing:
|
| Yield used to |
| September 30, |
| December 31, |
|
Quoted in the secondary market |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
Bonds |
| U.S.$ |
| 30,573,395 |
| 15,035,165 |
|
Estimated to present value |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
Export credits (“Pre-payment”) |
| LIBOR U.S.$ |
| 16,368,739 |
| 12,819,072 |
|
Export credits (“Finnvera”) |
| LIBOR U.S.$ |
|
|
| 832,907 |
|
Export credits (“ACC/ACE”) |
| DI 1 |
| 1,941,606 |
| 1,732,088 |
|
In local currency |
|
|
|
|
|
|
|
BNP — Forest Financing |
| DI 1 |
| 194,265 |
|
|
|
BNDES — TJLP |
| DI 1 |
| 1,920,960 |
| 206,601 |
|
BNDES - TLP |
| DI 1 |
| 121,922 |
|
|
|
BNDES — Fixed |
| DI 1 |
| 124,853 |
| 348,827 |
|
BNDES — Selic (“Special Settlement and Custody System”) |
| DI 1 |
| 685,083 |
|
|
|
BNDES - Currency basket |
| DI 1 |
| 62,950 |
| 169,243 |
|
CRA (“Agribusiness Receivables Certificate”) |
| DI 1 |
| 6,002,724 |
| 2,383,775 |
|
FINAME (“Special Agency of Industrial Financing”) |
| DI 1 |
| 15,444 |
|
|
|
FINEP (“Financier of Studies and Projects”) |
| DI 1 |
| 7,032 |
|
|
|
NCE (“Export Credit Notes”) |
| DI 1 |
| 1,410,454 |
| 1,501,623 |
|
NCR (“Rural Credit Notes”) |
| DI 1 |
| 280,902 |
| 297,375 |
|
Export credits (“Pre-payment”) |
| DI 1 |
| 1,414,238 |
|
|
|
FDCO (“West Center Development Fund”) |
| DI 1 |
| 608,681 |
|
|
|
|
|
|
| 61,733,248 |
| 35,326,676 |
|
The Company’s Management considers that for its other financial 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 of consolidated 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.
|
| September 30, |
| ||||||||||
|
| Total Book |
| Total Future |
| Up to 1 |
| 1 - 2 |
| 2 - 5 |
| More than 5 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payables |
| 3,325,724 |
| 3,325,724 |
| 3,325,724 |
|
|
|
|
|
|
|
Loans, financing and debentures |
| 64,020,543 |
| 93,809,395 |
| 7,705,644 |
| 7,475,039 |
| 31,564,963 |
| 47,063,749 |
|
Lease liabilities |
| 4,534,384 |
| 7,229,985 |
| 624,260 |
| 642,598 |
| 1,659,315 |
| 4,303,812 |
|
Liabilities for asset acquisitions and subsidiaries |
| 555,933 |
| 638,464 |
| 104,251 |
| 102,315 |
| 318,901 |
| 112,997 |
|
Derivative financial instruments |
| 3,976,511 |
| 10,660,001 |
| 1,490,662 |
| 1,061,740 |
| 1,797,840 |
| 6,309,759 |
|
Other liabilities |
| 400,413 |
| 400,413 |
| 278,615 |
| 121,798 |
|
|
|
|
|
|
| 76,813,508 |
| 116,063,982 |
| 13,529,156 |
| 9,403,490 |
| 35,341,019 |
| 57,790,317 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
|
| December 31, |
| ||||||||||
|
| Total Book |
| Total Future |
| Up to 1 |
| 1 - 2 |
| 2 - 5 |
| More than |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payables |
| 632,565 |
| 632,565 |
| 632,565 |
|
|
|
|
|
|
|
Loans, financing and debentures |
| 35,737,509 |
| 54,020,082 |
| 5,158,441 |
| 4,091,669 |
| 18,372,597 |
| 26,397,374 |
|
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 set forth the net exposure of assets and liabilities in foreign currency, primarily the U.S. dollar:
|
| September 30, |
| December 31, |
|
Assets |
|
|
|
|
|
Cash and cash equivalents |
| 2,502,349 |
| 1,143,968 |
|
Trade accounts receivable |
| 1,179,154 |
| 1,661,108 |
|
Derivative financial instruments |
| 603,589 |
| 493,685 |
|
|
| 4,285,092 |
| 3,298,761 |
|
Liabilities |
|
|
|
|
|
Trade accounts payables |
| (953,473 | ) | (72,680 | ) |
Loans and financing |
| (46,680,256 | ) | (26,384,721 | ) |
Liabilities for asset acquisitions and subsidiaries |
| (294,112 | ) | (333,049 | ) |
Derivative financial instruments |
| (3,976,173 | ) | (1,464,569 | ) |
|
| (51,904,014 | ) | (28,255,019 | ) |
Net liability exposure |
| (47,618,922 | ) | (24,956,258 | ) |
4.3.1.1 Sensitivity analysis — foreign exchange rate exposure — except financial instruments derivatives
For market risk analysis, the Company uses scenarios to jointly evaluate assets and liabilities 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$/U.S.$ = 4.1644).
This analysis assumes that all other variables, particularly, the interest rates, remains constant. The other scenarios considered the appreciation/depreciation of the Brazilian real against the U.S. dollar at the rates of 25% and 50%, before taxes.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
The following table set forth the potential impacts in absolute amounts:
|
| September 30, |
| ||||
|
| Effect on profit and loss and equity |
| ||||
|
| Probable |
| Possible |
| Remote |
|
Cash and cash equivalents |
| 2,502,349 |
| 625,587 |
| 1,251,175 |
|
Trade accounts receivable |
| 1,179,154 |
| 294,789 |
| 589,577 |
|
Trade accounts payable |
| 953,473 |
| 238,368 |
| 476,737 |
|
Loans and financing |
| 46,680,256 |
| 11,670,065 |
| 23,340,128 |
|
Liabilities for asset acquisitions and subsidiaries |
| 294,112 |
| 73,528 |
| 147,056 |
|
4.3.1.2 Sensitivity analysis — foreign exchange rate exposure — financial instruments derivatives
This analysis assumes that all other variables, particularly, the interest rates, remains constant. The other scenarios considered the appreciation/depreciation of the Brazilian real against the U.S. dollar at the rates of 25% and 50%, before taxes.
The following table set forth the potential impacts assuming these scenarios:
|
| September 30, |
| ||||||||
|
| Effect on profit and loss and equity |
| ||||||||
|
| Probable |
| Possible |
| Remote |
| Possible |
| Remote |
|
|
| 4.1587 |
| 5.1984 |
| 6.2381 |
| 3.1190 |
| 2.0794 |
|
Financial instruments derivatives |
|
|
|
|
|
|
|
|
|
|
|
Derivative options |
| (491,794 | ) | (3,389,379 | ) | (7,225,141 | ) | 3,093,154 |
| 7,013,498 |
|
Derivative swaps |
| (2,343,462 | ) | (4,149,754 | ) | (8,299,508 | ) | 4,149,755 |
| 8,299,509 |
|
4.3.2 Interest rate risk
4.3.2.1 Sensitivity analysis — exposure to interest rates — except financial instruments derivatives
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 considered appreciation/depreciation of 25% and 50% in the market interest rates.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
The following table set forth the potential impacts in absolute amounts:
|
| September 30, |
| ||||
|
| Effect on profit and loss and equity |
| ||||
|
| Probable |
| Possible (25%) |
| Remote (50%) |
|
CDI |
|
|
|
|
|
|
|
Cash and cash equivalents |
| 1,119,950 |
| 15,119 |
| 30,239 |
|
Financial investments |
| 5,075,038 |
| 68,513 |
| 137,026 |
|
Loans and financing |
| 6,053,393 |
| 81,720 |
| 163,442 |
|
|
|
|
|
|
|
|
|
TJLP |
|
|
|
|
|
|
|
Loans and financing |
| 1,893,887 |
| 28,171 |
| 56,343 |
|
|
|
|
|
|
|
|
|
LIBOR |
|
|
|
|
|
|
|
Loans and financing |
| 16,174,097 |
| 84,313 |
| 168,626 |
|
4.3.2.2 Sensitivity analysis — exposure to interest rates — financial instruments derivatives
This analysis assumes that all other variables, particularly exchange rates, remain constant. The other scenarios considered appreciation/depreciation of 25% and 50% in the market interest rates.
The following table set forth the potential impacts assuming these scenarios:
|
| September 30, |
| ||||||||
|
| Effect on profit and loss and equity |
| ||||||||
|
| Probable |
| Probable |
| Remote |
| Probable |
| Remote |
|
CDI |
|
|
|
|
|
|
|
|
|
|
|
Financial instruments derivatives |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Derivative options |
| (491,794 | ) | (63,071 | ) | (125,315 | ) | 64,078 |
| 129,369 |
|
Derivative swaps |
| (2,343,462 | ) | (47,784 | ) | (92,876 | ) | 50,632 |
| 104,265 |
|
Libor |
|
|
|
|
|
|
|
|
|
|
|
Financial instruments derivatives |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Derivative swaps |
| (535,420 | ) | 130,631 |
| 261,272 |
| (130,621 | ) | (261,231 | ) |
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
4.3.2.3 Sensitivity analysis for changes in the consumer price index of the US economy
For the measurement of the probable scenario, the United States Consumer Price Index (US-CPI) was considered on September 30, 2019. The probable scenario was extrapolated considering an appreciation/depreciation of 25 % and 50% in the US-CPI to define the possible and remote scenarios, respectively, in absolute amounts.
|
| September 30, |
| ||||
|
| Impact of an increase/decrease of |
| ||||
|
| Probable |
| Possible (25%) |
| Remote (50%) |
|
Embedded derivative in forestry partnership and standing wood supply agreements |
| 311,960 |
| 106,112 |
| 216,764 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
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 disclosed by the Company are based on an estimate and using data provided by a third party, measured internally and compared with measurements performed by external consulting.
4.4.1 Outstanding derivatives by type of contract, including embedded derivatives
The positions of outstanding derivatives are set forth below:
|
| Notional value in U.S.$ |
| Fair value |
| ||||
|
| September 30, |
| December 31, |
| September 30, |
| December 31, |
|
|
|
|
|
|
|
|
|
|
|
Instruments contracted with protection strategy |
|
|
|
|
|
|
|
|
|
Operational Hedge |
|
|
|
|
|
|
|
|
|
NDF (R$ x U.S.$) |
|
|
| 150,000 |
|
|
| 17,036 |
|
Zero Cost Collar (R$ x U.S.$) |
| 3,765,000 |
| 3,040,000 |
| (491,794 | ) | (134,814 | ) |
|
|
|
|
|
|
|
|
|
|
Debt hedge |
|
|
|
|
|
|
|
|
|
Interest rate hedge |
|
|
|
|
|
|
|
|
|
Swap LIBOR to Fixed (U.S.$) |
| 2,753,571 |
| 2,757,143 |
| (535,420 | ) | (170,707 | ) |
Swap IPCA to CDI (notional in Reais) |
| 843,845 |
|
|
| 214,854 |
|
|
|
Swap IPCA to Fixed (U.S.$) |
| 121,003 |
|
|
| (1,909 | ) |
|
|
Swap CDI x Fixed (U.S.$) |
| 3,115,614 |
| 2,402,110 |
| (2,446,383 | ) | (853,141 | ) |
Pre-fixed Swap to U.S.$ (U.S.$) |
| 350,000 |
|
|
| (111,933 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Hedge de Commodity |
|
|
|
|
|
|
|
|
|
Swap Bunker (oil) |
| 1,826 |
| 5,344 |
| 580 |
| (1,140 | ) |
|
|
|
|
|
|
|
|
|
|
Embedded derivative in a purchase of standing wood agreement (1) |
|
|
|
|
|
|
|
|
|
US - CPI Swap |
| 690,624 |
|
|
| 311,960 |
|
|
|
|
|
|
|
|
| (3,060,045 | ) | (1,142,766 | ) |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
| 239,161 |
| 352,454 |
|
Non-current assets |
|
|
|
|
| 677,305 |
| 141,480 |
|
Current liabilities |
|
|
|
|
| (1,111,477 | ) | (596,530 | ) |
Non-current liabilities |
|
|
|
|
| (2,865,034 | ) | (1,040,170 | ) |
|
|
|
|
|
| (3,060,045 | ) | (1,142,766 | ) |
(1) The embedded derivative refers to the swap for the sale of US-CPI variations within the term of the forest partnership and the provision of standing timber agreements.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
4.4.2 Fair value by maturity schedule
|
| September 30, |
| December 31, |
|
2019 |
| (129,629 | ) | (244,069 | ) |
2020 |
| (1,063,896 | ) | (180,333 | ) |
2021 |
| (49,852 | ) | 87,851 |
|
2022 |
| (252,142 | ) | 83,692 |
|
2023 |
| 87,165 |
| 80,052 |
|
2024 |
| (273,763 | ) | 82,963 |
|
2025 |
| (754,472 | ) | (486,958 | ) |
2026 onwards |
| (623,456 | ) | (565,964 | ) |
|
| (3,060,045 | ) | (1,142,766 | ) |
4.4.3 Assets and liabilities position of outstanding derivatives
The positions of outstanding derivatives are set forth below:
|
| Notional value |
| Fair value |
| ||||||
|
| Currency |
| September 30, |
| December 31, |
| September 30, |
| December 31, |
|
Debt hedge |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Swap CDI x Fixed (U.S.$) |
| R$ |
| 11,498,565 |
| 8,722,620 |
| 110,242 |
| 119,178 |
|
Swap Pre-Fixed to U.S.$ (U.S.$) |
| R$ |
| 1,317,226 |
|
|
| 123,373 |
|
|
|
Swap Libor x Fixed (U.S.$) |
| U.S.$ |
| 2,753,571 |
| 2,757,143 |
|
|
|
|
|
Real IPCA (IPCA x CDI) |
| IPCA |
| 928,546 |
|
|
| 214,854 |
|
|
|
Real IPCA (IPCA para U.S.$) |
| IPCA |
| 496,608 |
|
|
| 3,999 |
|
|
|
|
|
|
|
|
|
|
| 452,468 |
| 119,178 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Swap CDI x Fixed (U.S.$) |
| U.S.$ |
| 3,115,614 |
| 2,402,110 |
| (2,556,625 | ) | (972,319 | ) |
Swap Libor x Fixed (U.S.$) |
| U.S.$ |
| 350,000 |
| 2,757,143 |
| (235,306 | ) | (170,707 | ) |
Swap Libor x Fixed (U.S.$) |
| U.S.$ |
| 2,753,571 |
|
|
| (535,420 | ) |
|
|
Real IPCA (IPCA x CDI) |
| R$ |
| 843,845 |
|
|
|
|
|
|
|
Real IPCA (IPCA para U.S.$) |
| U.S.$ |
| 121,003 |
|
|
| (5,908 | ) |
|
|
|
|
|
|
|
|
|
| (3,333,259 | ) | (1,143,026 | ) |
|
|
|
|
|
|
|
| (2,880,791 | ) | (1,023,848 | ) |
Operational hedge |
|
|
|
|
|
|
|
|
|
|
|
Zero cost collar (U.S.$ x R$) |
| U.S.$ |
| 3,765,000 |
| 3,040,000 |
| (491,794 | ) | (134,814 | ) |
NDF (R$ x U.S.$) |
| U.S.$ |
|
|
| 150,000 |
|
|
| 17,036 |
|
|
|
|
|
|
|
|
| (491,794 | ) | (117,778 | ) |
Commodity hedge |
|
|
|
|
|
|
|
|
|
|
|
Swap Bunker |
| U.S.$ |
| 1,826 |
| 5,344 |
| 580 |
| (1,140 | ) |
|
|
|
|
|
|
|
| 580 |
| (1,140 | ) |
|
|
|
|
|
|
|
| (3,372,005 | ) | (1,142,766 | ) |
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
4.4.4 Fair value settled amounts
The consolidated positions of settled derivatives were as follows:
|
| September 30, |
| September 30, |
|
Operational hedge |
|
|
|
|
|
Zero cost collar (R$ x U.S.$) |
| (3,288 | ) | 1,693 |
|
NDF (R$ x U.S.$) |
| 47,565 |
| (998,139 | ) |
|
| 44,277 |
| (996,446 | ) |
Commodity hedge |
|
|
|
|
|
Bunker (oil) |
| 3,628 |
|
|
|
|
| 3,628 |
|
|
|
Debt hedge |
|
|
|
|
|
Swap CDI x Fixed (U.S.$) |
| (92,063 | ) | (6,387 | ) |
Swap IPCA x CDI |
| 23,024 |
|
|
|
Swap Pre-Fixed to U.S.$ (U.S.$) |
| (26,358 | ) |
|
|
|
| (95,397 | ) | (6,387 | ) |
Interest hedge |
|
|
|
|
|
Swap LIBOR x Fixed (U.S.$) |
| (8,505 | ) | (615 | ) |
|
| (8,505 | ) | (615 | ) |
Total in derivatives |
| (55,997 | ) | (1,003,448 | ) |
4.5 Capital management
The main objective of Company’s capital Management is to strengthen its capital structure, seeking to maintain an adequate level of leverage, and to mitigate risks that may affect the availability of capital in business development.
The Company monitors constantly significant indicator, such as, consolidated financial leverage ratio, which is the ratio of total net debt to its adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”);
4.6 Fair value hierarchy
In the nine-month period ended September 30, 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 of December 31, 2018, except for Ensyn’s and Spinnova’s investments as disclosed in note 3.1.5. and 3.1.6. There were no transfers between levels 1, 2 and 3 during the periods disclosed.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
|
| September 30 |
| ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| 916,466 |
|
|
| 916,466 |
|
Financial investments |
| 2,911,686 |
| 2,163,352 |
|
|
| 5,075,038 |
|
|
| 2,911,686 |
| 3,079,818 |
|
|
| 5,991,504 |
|
|
|
|
|
|
|
|
|
|
|
Fair value through other comprehensive income |
|
|
|
|
|
|
|
|
|
Other investments - CelluForce |
|
|
|
|
| 20,317 |
| 20,317 |
|
|
|
|
|
|
| 20,317 |
| 20,317 |
|
|
|
|
|
|
|
|
|
|
|
Biological assets |
|
|
|
|
| 10,280,967 |
| 10,280,967 |
|
|
|
|
|
|
| 10,280,967 |
| 10,280,967 |
|
Total assets |
| 2,911,686 |
| 3,079,818 |
| 10,301,284 |
| 16,292,788 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| (3,976,511 | ) |
|
| (3,976,511 | ) |
|
|
|
| (3,976,511 | ) |
|
| (3,976,511 | ) |
Total liabilities |
|
|
| (3,976,511 | ) |
|
| (3,976,511 | ) |
|
| December 31, |
| ||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| 493,934 |
|
|
| 493,934 |
|
Financial investments |
| 14,933,513 |
| 6,165,052 |
|
|
| 21,098,565 |
|
|
| 14,933,513 |
| 6,658,986 |
|
|
| 21,592,499 |
|
|
|
|
|
|
|
|
|
|
|
Biological assets |
|
|
|
|
| 4,935,905 |
| 4,935,905 |
|
|
|
|
|
|
| 4,935,905 |
| 4,935,905 |
|
Total Assets |
| 14,933,513 |
| 6,658,986 |
| 4,935,905 |
| 26,528,404 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
| (1,636,700 | ) |
|
| (1,636,700 | ) |
|
|
|
| (1,636,700 | ) |
|
| (1,636,700 | ) |
Total Liabilities |
|
|
| (1,636,700 | ) |
|
| (1,636,700 | ) |
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
5 Cash and Cash Equivalents
|
| Average yield |
| September 30, |
| December 31, |
|
Cash and banks |
| 2.13 |
| 2,423,913 |
| 1,151,766 |
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
Local currency |
|
|
|
|
|
|
|
Fixed-term deposits (1) |
| 100.19% of CDI |
| 1,119,950 |
| 3,215,252 |
|
|
|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
|
Fixed-term deposits (1) |
| 1.88 |
| 170,783 |
| 20,435 |
|
|
|
|
| 3,714,646 |
| 4,387,453 |
|
(1) Refers to Time Deposit and Sweep Account applications, maturing up to 90 days.
6 Financial Investments
|
| Average yield |
| September 30, |
| December 31, |
|
In local currency |
|
|
|
|
|
|
|
Investment funds |
| 18.75 of CDI |
| 8,005 |
|
|
|
Private funds |
| 99.42 of CDI |
| 829,658 |
| 14,933,513 |
|
Public titles |
|
|
|
|
|
|
|
Measured at fair value through profit or loss |
| 99.42 of CDI |
| 2,911,687 |
| 2,049,281 |
|
Private Securities (Compromised) |
| 100.39 of CDI |
| 1,148,235 |
| 4,115,771 |
|
Private Securities (Compromised) - Escrow Account (1) |
| 102 of CDI |
| 177,453 |
|
|
|
|
|
|
| 5,075,038 |
| 21,098,565 |
|
|
|
|
|
|
|
|
|
Current |
|
|
| 4,897,585 |
| 21,098,565 |
|
Non-Current |
|
|
| 177,453 |
|
|
|
(1) Refers to the guarantee account recognized by Fibria (merged into by Suzano on April 1st, 2019 note 1.1.2), which will be released only after obtaining the applicable governmental approvals and compliance by the Company with the precedent conditions 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 1.1.1.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
7 Trade Accounts Receivables
7.1 Breakdown of balances
|
| September 30, |
| December 31, |
|
Domestic customers |
|
|
|
|
|
Third parties |
| 898,328 |
| 853,684 |
|
Receivables Investment Fund (“FIDC”) (1) |
| 8,704 |
| 22,299 |
|
Related parties (note 10) |
| 23,727 |
| 36,727 |
|
|
|
|
|
|
|
Foreign customers |
|
|
|
|
|
Third parties |
| 1,179,154 |
| 1,661,527 |
|
|
|
|
|
|
|
(-) Expected credit losses |
| (51,182 | ) | (37,179 | ) |
|
| 2,058,731 |
| 2,537,058 |
|
(1) 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 September 30, 2019. The Company has a co-obligation and maintains a substantial credit risk on receivables, so that the Company booked an accounts receivable of R$8,704 and a liability (loan) of R$8,704, note 17.1.
The Company performs factoring transactions for certain customers’ receivables where, substantially all risks and rewards related to these receivables are transferred to the counterpart, so that these receivables are derecognized from accounts receivable in the balance sheet. The impact of these factoring transactions on the accounts receivable in the balance sheet as at September 30, 2019, is R$ 4,490,045 (R$ 396,563 as at December 31, 2018).
7.2 Overdue securities
|
| September 30, |
| December 31, |
|
Overdue |
|
|
|
|
|
Up to 30 days |
| 198,861 |
| 291,050 |
|
From 31 to 60 days |
| 19,330 |
| 54,845 |
|
From 61 to 90 days |
| 15,605 |
| 10,982 |
|
From 91 to 120 days |
| 9,235 |
| 7,446 |
|
From 121 to 180 days |
| 20,789 |
| 6,285 |
|
More than 180 days |
| 95,132 |
| 47,262 |
|
|
| 358,952 |
| 417,870 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
7.3 Changes in expected credit losses
|
| September 30, |
| December 31, |
|
Beginning balance |
| (37,179 | ) | (38,740 | ) |
Business combination with Fibria (1) |
| (5,947 | ) |
|
|
(Addition)/reversal |
| (16,685 | ) | (11,578 | ) |
Recovered |
| 2,321 |
| 5,128 |
|
Write-off |
| 6,294 |
| 8,993 |
|
Exchange rate variation |
| 14 |
| (982 | ) |
Ending balance |
| (51,182 | ) | (37,179 | ) |
(1) Business combination with Fibria and its subsidiaries held on January 3, 2019, note 1.1.1.
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 expected credit losses, in accordance with the Company’s credit policy.
8 Inventories
|
| September 30, |
| December 31, |
|
Finished goods |
|
|
|
|
|
Pulp |
|
|
|
|
|
Domestic (Brazil) |
| 848,014 |
| 167,317 |
|
Foreign |
| 3,186,062 |
| 485,226 |
|
Paper |
|
|
|
|
|
Domestic (Brazil) |
| 268,900 |
| 227,303 |
|
Foreign |
| 100,261 |
| 67,872 |
|
Work in process |
| 86,279 |
| 52,882 |
|
Raw material |
| 1,289,174 |
| 626,150 |
|
Spare parts and other |
| 479,674 |
| 226,354 |
|
|
| 6,258,364 |
| 1,853,104 |
|
The change in the consolidated balance is substantially related to the balances arising from the business combination with Fibria in January 2019, as disclosed in note 1.1.1.
On September 30, 2019, inventories are net of estimated losses in the amounts of R$38,193 (December 31, 2018, R$ 33,195).
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
8.1 Changes in estimated losses
|
| September 30, |
| December 31, |
|
|
|
|
|
|
|
Beginning balance |
| (33,195 | ) | (51,911 | ) |
Business combination with Fibria (1) |
| (11,117 | ) |
|
|
Addition (2) |
| (29,118 | ) | (10,605 | ) |
Reversal |
| 2,543 |
| 5,873 |
|
Write-off (3) |
| 32,694 |
| 23,448 |
|
Ending balance |
| (38,193 | ) | (33,195 | ) |
(1) Business combination with Fibria and its subsidiaries held on January 3, 2019, note 1.1.1.
(2) In the nine-month period ended September 30, 2019, refers, substantially, to estimated losses of inventories of finished goods (paper) and raw material, in the amounts of R$9,791 and R$14,457, respectively.
(3) In the nine-month period ended September 30, 2019, refers, substantially, to write-off of spare parts and raw material, in the amounts of R$5,786 and R$18,852, respectively.
During the nine-month period ended September 30, 2019, additional write-offs were booked in the income statement in the amount of R$4,216 (December 31, 2018, R$ 29,828).
No inventory items were given as warranty for or guarantee of liabilities for the fiscal years presented.
9 Recoverable Taxes
|
| September 30, |
| December 31, |
|
|
|
|
|
|
|
IRPJ/CSLL - prepayments and withheld taxes |
| 807,001 |
| 103,939 |
|
PIS/COFINS - on acquisition of property, plant and equipment (1) |
| 282,109 |
| 55,518 |
|
PIS/COFINS - other operations |
| 435,704 |
| 12,426 |
|
PIS/COFINS — exclusion ICMS (2) |
| 128,115 |
|
|
|
ICMS - on acquisition of property, plant and equipment (3) |
| 95,386 |
| 78,154 |
|
ICMS - other operations (4) |
| 1,422,780 |
| 215,361 |
|
Reintegra program (5) |
| 116,128 |
| 48,879 |
|
Other taxes and contributions |
| 17,235 |
| 24,845 |
|
Provision for the impairment of ICMS credits (6) |
| (1,303,149 | ) | (10,792 | ) |
Fair value adjustment on business combination with Fibria |
| (208,268 | ) |
|
|
|
| 1,793,041 |
| 528,330 |
|
Current assets |
| 1,235,668 |
| 296,832 |
|
Non-current assets |
| 557,373 |
| 231,498 |
|
(1) Social Integration Program (“PIS”) and Social Security Funding Contribution (“COFINS”): Credits whose realization is in connection with depreciation period of the corresponding asset.
(2) The Company filed legal actions claiming the exclusion of ICMS from the PIS and COFINS contribution tax basis, in relation to certain operations for certain periods starting from March 1992.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
Regarding this subject, the Federal Supreme Court (“STF”) initially decided on March 15th, 2017, that ICMS is not included in the tax basis of the aforementioned contributions. The Federal Government made an appeal (“Embargos de Declaração”) in October 2017, requesting the reversal of the Supreme Court’s initial decision among other items. The appeal has yet to be judged.
Based on the Supreme Court’s initial decision and the legal opinion provided by external legal consultants, the Company believes that the probability of the Supreme Court altering its decision is remote. The Company thus started to exclude the ICMS from the tax basis of the referred contributions since August 2018, a practice also supported by court decisions.
For certain PIS and COFINS credits to be recovered, the Company has received final favorable court decisions. In the quarter ended September 30th, 2019, the Company recorded an asset of R$ 128,115 relating to PIS and COFINS tax credits within recoverable taxes and a gain in the statement of income (loss) within other operational results, regarding certain claims for the calculation period from 2006 to July 2018. The Company has estimated the amount attributable to these claims based on the available relevant fiscal documents, and this amount is subject to adjustments to be recorded by management in the future periods.
The Company has additional claims for which a final decision has not been received and for which no asset or gain have been recorded.
(3) Tax on Sales and Services (“ICMS”): Credits from the acquisition of property, plant and equipment are recovered on a linear basis over a four year period, from the acquisition date, in accordance with the relevant regulation, ICMS Control on Property, Plant and Equipment (“CIAP”).
(4) 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, Espírito Santo, Bahia and Mato Grosso do Sul, where the Company realizes the credits through 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.
(5) 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.
(6) 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 Espírito Santo, Bahia and Mato Grosso do Sul due to the difficulty of its realization.
10 Related Parties
The Company’s commercial and financial operations with controlling shareholder and Companies owned by controlling shareholder Suzano Holding (“Suzano Group”) were carried out at specific prices and conditions regarding values, terms and rates.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
In the nine-month period ended September 30, 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 between the Company and its related parties in relation to those disclosed in the annual financial statements of December 31, 2018, except for the transactions involving the Company’s that belonged to the economic group of Fibria, which became related parties of the Company due to the conclusion of the business combination in January 2019, as mentioned in note 1.1.1 and subsequent merger of Fibria by Suzano on April 1st, 2019, note 1.1.2.
10.1 Balances recognized in assets and liabilities
|
|
|
| Balances receivable (payable) |
| ||
|
| Nature |
| September 30, |
| December 31, |
|
|
|
|
|
|
|
|
|
Transactions with controlling shareholders |
|
|
|
|
|
|
|
Suzano Holding |
| Granting of guarantees and administrative expenses |
| (37 | ) | (125 | ) |
|
|
|
| (37 | ) | (125 | ) |
|
|
|
|
|
|
|
|
Transactions with companies of the Suzano Group and other related parties |
|
|
|
|
| ||
Bexma |
| Reimbursement for expenses |
|
|
| 1 |
|
Bizma |
| Reimbursement for expenses |
| 1 |
| 2 |
|
Ecofuturo |
| Social services |
|
|
| (33 | ) |
Ibema |
| Sale of paper |
| 23,722 |
| 36,721 |
|
Ibema |
| Purchase of products |
| (3,378 | ) | (1,643 | ) |
Management |
| Reimbursement for expenses |
| (1 | ) |
|
|
|
|
|
| 20,344 |
| 35,048 |
|
|
|
|
| 20,307 |
| 34,923 |
|
Assets |
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
| 23,727 |
| 36,727 |
|
Liabilities |
|
|
|
|
|
|
|
Trade accounts payable |
|
|
| (3,419 | ) | (1,804 | ) |
|
|
|
| 20,307 |
| 34,923 |
|
10.2 Amounts transacted in the period
|
|
|
| Expenses (income) |
| ||
|
| Nature |
| September 30, |
| September 30, |
|
|
|
|
|
|
|
|
|
Transactions with controlling shareholders |
|
|
|
|
|
|
|
Suzano Holding |
| Granting of guarantees and administrative expenses |
| (4,870 | ) | (9,048 | ) |
|
|
|
| (4,870 | ) | (9,048 | ) |
|
|
|
|
|
|
|
|
Transactions with companies of the Suzano Group and other related parties: |
|
|
|
|
| ||
Bexma |
| Reimbursement for expenses |
| 5 |
| 8 |
|
Bizma |
| Reimbursement for expenses |
| 7 |
| 14 |
|
Ecofuturo |
| Social services |
| (3,419 | ) | (1,748 | ) |
Ibema |
| Sale of paper |
| 95,149 |
| 127,926 |
|
Ibema |
| Purchase of products |
| (6,107 | ) | (7,344 | ) |
IPFL |
| Reimbursement for expenses |
| 2 |
| 3 |
|
Lazam - MDS |
| Sale of paper |
| 6 |
| (31 | ) |
Mabex |
| Aircraft services (freight) |
| (100 | ) | (83 | ) |
Management |
| Reimbursement for expenses |
| (8,841 | ) |
|
|
Nemonorte |
| Real estate advisory |
| 293 |
| (228 | ) |
|
|
|
| 76,995 |
| 118,517 |
|
|
|
|
| 72,125 |
| 109,469 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
10.3 Management compensation
Expenses related to the compensation of key management personnel, which include the Board of Directors, Fiscal Council and Board of Statutory Executive Officers, recognized in the statement of income for the period, are set for the below:
|
| September 30, |
| September 30, |
|
Short-term benefits |
|
|
|
|
|
Salary or compensation |
| 29,217 |
| 37,478 |
|
Direct and indirect benefits |
| 1,294 |
| 2,172 |
|
Bonus |
| 8,672 |
| 14,150 |
|
|
| 39,183 |
| 53,800 |
|
Long-term benefits |
|
|
|
|
|
Share-based compensation plan |
| 41,858 |
| 63,530 |
|
|
| 41,858 |
| 63,530 |
|
|
| 81,041 |
| 117,330 |
|
Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus and “13th salary” bonus), 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 September 30, 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 annually 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:
|
| September 30, |
| December 31, |
|
|
|
|
|
|
|
Tax loss |
| 409,615 |
| 310,293 |
|
Negative tax base |
| 68,561 |
| 6,627 |
|
Provision for judicial liabilities |
| 249,265 |
| 101,667 |
|
Operating provisions and other losses |
| 869,719 |
| 286,616 |
|
Exchange rate variation - Taxation on a cash basis |
| 2,554,583 |
| 534,093 |
|
Losses on derivatives |
| 1,040,418 |
| 388,153 |
|
Fair value adjustment on business combination — Amortization |
| 706,200 |
| 5,327 |
|
Unrealized profit |
| 515,227 |
| 227,830 |
|
Lease |
| 3,402 |
| 6,196 |
|
Other temporary differences |
|
|
| 4,056 |
|
Assets temporary differences |
| 6,416,990 |
| 1,870,858 |
|
|
|
|
|
|
|
Goodwill - Tax benefit on unamortized goodwill |
| 149,732 |
| 13,161 |
|
Property, plant and equipment - deemed cost adjustment |
| 1,515,027 |
| 1,552,579 |
|
Accelerated tax depreciation |
| 1,123,630 |
| 1,196,182 |
|
Transaction cost |
| 105,475 |
| 23,145 |
|
Other temporary differences |
| 17,805 |
| 2,158 |
|
Fair value of biologic assets |
| 38,285 |
| 112,768 |
|
Tax provision on results of subsidiaries abroad |
| 417,697 |
|
|
|
Fair value adjustment on business combination with Fibria — Deferred taxes, net |
| 511,710 |
|
|
|
Tax credits - gains in tax lawsuit (ICMS from the PIS/COFINS calculation basis) |
| 43,559 |
|
|
|
Liabilities temporary differences |
| 3,922,920 |
| 2,899,993 |
|
|
|
|
|
|
|
Non-current assets |
| 3,083,218 |
| 8,998 |
|
Non-current liabilities |
| 589,148 |
| 1,038,133 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
The projected realization of assets 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 consolidated projection are set forth below:
October to December 2019 |
| 841,676 |
|
2020 |
| 559,934 |
|
2021 |
| 790,067 |
|
2022 |
| 532,410 |
|
2023 |
| 240,923 |
|
2024 |
| 776,766 |
|
2025 to 2028 |
| 2,675,214 |
|
|
| 6,416,990 |
|
The rollforward of net balance of deferred income tax is set for the below:
|
| September 30, |
| December 31, |
|
Beginning balance |
| (1,029,135 | ) | (1,787,354 | ) |
Business combination with Fibria |
| 1,034,842 |
|
|
|
Tax loss |
| 79,924 |
| (264,955 | ) |
Tax loss carryforwards |
| 61,934 |
| (23,203 | ) |
(Reversal)/provision for judicial liabilities |
| 14,955 |
| (1,964 | ) |
Operating provisions and other losses |
| (85,853 | ) | 82,785 |
|
Exchange rate variation - Taxation on a cash basis |
| 1,105,061 |
| 451,300 |
|
Derivative losses |
| 741,851 |
| 390,198 |
|
Fair value adjustment on business combination — Amortization |
| 682,708 |
| 5,327 |
|
Unrealized profit |
| 287,397 |
| 124,454 |
|
Lease |
| (2,794 | ) | 69 |
|
Adjustment to present value |
|
|
| 174 |
|
Tax benefit on unamortized goodwill |
| (136,571 | ) | (3,098 | ) |
Property, plant and equipment - Deemed cost |
| 37,552 |
| 51,408 |
|
Accelerated depreciation |
| 72,552 |
| (13,067 | ) |
Transaction cost |
| 43,801 |
| (23,145 | ) |
Other temporary differences |
| (19,702 | ) | 4,243 |
|
Fair value of biological assets |
| (45,561 | ) | (22,307 | ) |
Tax provision on results of subsidiaries abroad |
| (305,332 | ) |
|
|
Tax credits - gains in tax lawsuit (ICMS from the PIS/COFINS calculation basis) |
| (43,559 | ) |
|
|
Ending balance |
| 2,494,070 |
| (1,029,135 | ) |
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
11.1 Reconciliation of the effects of income tax and social contribution on profit or loss
|
| September 30, |
| September 30, |
|
|
|
|
|
|
|
Net income (loss) before taxes |
| (6,285,167 | ) | (2,049,698 | ) |
Income tax and social contribution benefit (expense) at statutory nominal rate of 34% |
| 2,136,957 |
| 696,897 |
|
|
|
|
|
|
|
Tax effect on permanent differences: |
|
|
|
|
|
Tax incentive - Reduction SUDENE (1) |
| 23,216 |
| 158,135 |
|
Income from associates and joint ventures |
| (7,224 | ) | 1,315 |
|
Taxation difference - Subsidiaries (2) |
| 226,218 |
| 46,949 |
|
Credit related to Reintegra Program |
| 3,342 |
| 36,891 |
|
Taxation with subsidiaries (presumed profit) |
| (71,715 | ) | (23,007 | ) |
Tax incentives applied to income tax (3) |
| 13,912 |
|
|
|
Donations / Fines - Other |
| 13,625 |
| (9,582 | ) |
Director bonus |
| (42,682 | ) |
|
|
|
| 2,295,649 |
| 907,600 |
|
Income tax |
|
|
|
|
|
Current |
| (187,329 | ) | (229,113 | ) |
Deferred |
| 1,820,631 |
| 943,906 |
|
|
| 1,633,302 |
| 714,793 |
|
Social Contribution |
|
|
|
|
|
Current |
| (34,663 | ) | (191,034 | ) |
Deferred |
| 697,010 |
| 383,841 |
|
|
| 662,347 |
| 192,807 |
|
|
|
|
|
|
|
Income and social contribution benefits (expenses) on the period |
| 2,295,649 |
| 907,600 |
|
|
|
|
|
|
|
Effective rate of income and social contribution tax expenses |
| 36.5 | % | 44.3 | % |
(1) Refers to the benefit of reducing 75% of the income tax, based on profits from exploration on the units Mucuri (BA) and Imperatriz (MA).
(2) The effect of the difference in taxation of subsidiaries is substantially due to the difference between the nominal rates of Brazil and subsidiaries abroad.
(3) Income tax deduction amount referring to the use of the PAT (“Worker Feeding Program”) benefit and donations made in cultural and sports projects.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
12 Biological Assets
The roll forward in the balances of biological assets is set forth below:
Balances on December 31, 2017 |
| 4,548,897 |
|
Addition |
| 1,285,490 |
|
Depletion |
| (709,547 | ) |
Loss on fair value adjustment |
| (129,187 | ) |
Disposal |
| (47,124 | ) |
Other write-offs |
| (12,624 | ) |
Balances on December 31, 2018 |
| 4,935,905 |
|
Business combination with Fibria (1) |
| 4,579,526 |
|
Addition |
| 2,109,268 |
|
Depletion |
| (1,371,895 | ) |
Gain on fair value adjustment |
| 83,453 |
|
Disposal |
| (21,194 | ) |
Other write-offs |
| (34,096 | ) |
Balances on September 30, 2019 |
| 10,280,967 |
|
(1) Business combination with Fibria and its subsidiaries held on January 3, 2019, note 1.1.1.
The Company’s biological assets are mainly of eucalyptus forest for reforestation used to supply wood to pulp and paper manufactory facility and are located in the states of São Paulo, Bahia, Espírito Santo, Maranhão, Minas Gerais, Pará, Piauí and Tocantins. Permanent preservation and legal reserve areas were not included in the biological assets fair value measurements due to its nature.
The fair value of eucalyptus forests is determined semiannually through the income approach method by using the discounted cash flow method.
The Company has no biological assets pledged in the nine-month period ended September 30, 2019.
13 Investments
13.1 Investments breakdown
|
| September 30, |
| December 31, |
|
|
|
|
|
|
|
Investments in associates and joint ventures |
| 92,126 |
| 14,338 |
|
Goodwill |
| 166,820 |
|
|
|
Other investments evaluated at fair value through other comprehensive income |
| 20,317 |
|
|
|
|
| 279,263 |
| 14,338 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
13.2 Investments in associates and joint ventures
|
| Information of joint ventures as of |
| Company Participation |
| ||||||||||
|
| September 30, |
|
|
|
|
| In the income of the |
| ||||||
|
| 2019 |
| In equity |
| period |
| ||||||||
|
| Equity |
| Income |
| Participation |
| September |
| December 31, |
| September |
| September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ensyn Corporation (1) |
|
|
|
|
| 25.30 | % | 9,214 |
|
|
| 5,993 |
|
|
|
Spinnova (1) |
|
|
|
|
| 24.06 | % | 55,111 |
|
|
| (483 | ) |
|
|
|
|
|
|
|
|
|
| 64,325 |
|
|
| 5,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ibema |
| 47,351 |
| 30,954 |
| 49.90 | % | 23,628 |
| 14,338 |
| 15,446 |
| 8,676 |
|
F&E Technologies LLC |
| 8,348 |
| 538 |
| 50.00 | % | 4,174 |
|
|
| 269 |
|
|
|
|
|
|
|
|
|
|
| 27,802 |
| 14,338 |
| 15,715 |
| 8,676 |
|
|
|
|
|
|
|
|
| 92,127 |
| 14,338 |
| 21,225 |
| 8,676 |
|
(1) Investment by which the Company has had significant influence and, therefore, value by the equity method, note 3.1.5. and 3.1.6.
13.3 Other investments
|
| Percentage of total |
| September 30, |
| December 31, |
|
CelluForce |
| 8.30 | % | 20,317 |
|
|
|
The change in the consolidated balance is substantially related to the balances arising from the business combination with Fibria in January 2019, as disclosed in note 1.1.
13.4 Business combination with Fibria
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$96,922, substantially consisting of expenses with legal fees, auditing and other consulting services.
The net assets were evaluated by Management and an independent appraiser was hired to assist in determining their fair values. The methodology adopted for the determination of fair value adjustments on business combination with Fibria is described in note 1.1.1.
Intangibles were evaluated by Management and an independent appraiser was hired to assist in determining the fair values, and some qualified for booking in accordance with IAS 38 — Intangible Assets.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
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 set forth below (in millions of Brazilian Reais):
|
| Fair value |
|
|
| Fair value |
|
Assets |
|
|
| Liabilities |
|
|
|
Current |
|
|
| Current |
|
|
|
Cash and cash equivalents |
| 1,795 |
| Loans and financing |
| 3,136 |
|
Financial investments |
| 4,316 |
| Derivative financial instruments |
| 276 |
|
Derivative financial instruments |
| 211 |
| Lease liabilities |
| 376 |
|
Trade accounts receivable |
| 1,302 |
| Trade accounts payable |
| 3,427 |
|
Inventories |
| 6,187 |
| Payroll and charges |
| 402 |
|
Recoverable taxes |
| 261 |
| Taxes payable |
| 129 |
|
Other assets |
| 213 |
| Dividends payable |
| 6 |
|
|
|
|
| Other liabilities |
| 126 |
|
Total current assets |
| 14,285 |
| Total current liabilities |
| 7,878 |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
| Non-current |
|
|
|
Financial investments |
| 173 |
| Loans and financing |
| 17,591 |
|
Derivative financial instruments |
| 455 |
| Lease liabilities |
| 2,599 |
|
Recoverable taxes |
| 988 |
| Derivative financial instruments |
| 126 |
|
Advances to suppliers |
| 604 |
| Provision for contingencies, net |
| 3,182 |
|
Judicial deposits |
| 210 |
| Deferred taxes |
| 558 |
|
Deferred taxes |
| 1,567 |
| Other liabilities |
| 251 |
|
Other assets |
| 227 |
|
|
|
|
|
|
| 4,224 |
| Total non-current liabilities |
| 24,307 |
|
|
|
|
| Total liabilities |
| 32,185 |
|
Investments |
| 200 |
|
|
|
|
|
Biological assets |
| 4,580 |
|
|
|
|
|
Property, plant and equipment |
| 24,961 |
|
|
|
|
|
Right of use |
| 2,916 |
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
|
Other intangible assets |
| 309 |
|
|
|
|
|
Customer portfolio |
| 9,031 |
|
|
|
|
|
Software |
| 21 |
|
|
|
|
|
Cultivars |
| 143 |
|
|
|
|
|
Supplier agreements |
| 172 |
| Equity |
|
|
|
Port concession |
| 749 |
|
|
|
|
|
Fair value adjustment of lease agreements |
| 44 |
| Shareholders ’ equity |
| 37,236 |
|
Goodwill |
| 7,897 |
|
|
|
|
|
|
| 51,023 |
| Non-controlling interest |
| 111 |
|
Total non-current assets |
| 55,247 |
| Total equity |
| 37,347 |
|
Total asset |
| 69,532 |
| Total liabilities and shareholders’ equity |
| 69,532 |
|
During the measurement process of the assets acquired and liabilities assumed at the fair value, the Company has identified adjustments to the fair value of some assets and liabilities, as described below, however there were no changes in the goodwill amount.
(i) An adjustment in the amount of R$ 72 million in the opening balance of the measurement of right of use and lease liabilities.
(ii) Reclassification of financing leasing liability in the amount of R$ 142 million to lease liabilities that were previously classified as other liabilities; and
(iii) Reclassification of financing leasing assets in the amount of R$ 83 million to lease rights that were previously classified as PP&E.
The net revenue and profit that impacted the consolidated in the nine-month period ended September 30, 2019 were R$10,680,869 and R$286,714, respectively.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
14 Property, Plant and Equipment
|
| Lands |
| Buildings |
| Machinery, |
| Work in |
| Other (1) |
| Total |
|
Annual average depreciation rate % |
|
|
| 3 |
| 5 |
|
|
| 10 to 20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2017 |
| 4,348,593 |
| 2,815,673 |
| 15,846,331 |
| 483,735 |
| 288,395 |
| 23,782,727 |
|
Additions |
| 705 |
| 2,319 |
| 143,058 |
| 1,321,350 |
| 25,913 |
| 1,493,345 |
|
Fair value adjustment from business combination - Facepa |
| 27,381 |
| (3,014 | ) | 27,506 |
| (4,880 | ) | 2,821 |
| 49,814 |
|
Business combination - Facepa |
| 7,446 |
| 18,505 |
| 46,165 |
| 3,395 |
| 1,920 |
| 77,431 |
|
Business combination - PCH |
| 4,291 |
| 102,176 |
| 3,831 |
| 2 |
| 26 |
| 110,326 |
|
Write-offs |
| (34,523 | ) | (8,654 | ) | (67,280 | ) |
|
| (1,183 | ) | (111,640 | ) |
Interest capitalization |
|
|
|
|
|
|
| 1,772 |
|
|
| 1,772 |
|
Transfer and other (2) |
| 750,824 |
| 131,515 |
| 441,420 |
| (1,339,218 | ) | 14,199 |
| (1,260 | ) |
Balance as of December 31, 2018 |
| 5,104,717 |
| 3,058,520 |
| 16,441,031 |
| 466,156 |
| 332,091 |
| 25,402,515 |
|
Business combination with Fibria |
| 2,151,338 |
| 3,918,552 |
| 20,255,811 |
| 425,868 |
| 454,759 |
| 27,206,328 |
|
Additions |
| 337,709 |
| 1,366 |
| 97,517 |
| 1,160,337 |
| 25,139 |
| 1,622,068 |
|
Write-offs |
| (76,335 | ) | (30,954 | ) | (78,223 | ) | (1,462 | ) | (29,736 | ) | (216,710 | ) |
Fair value adjustment - Fibria |
| 2,637,671 |
| 1,502,021 |
| 5,109,939 |
|
|
| 195,684 |
| 9,445,315 |
|
Fair value adjustment — Facepa |
|
|
| (775 | ) | 3,847 |
| (428 | ) | (111 | ) | 2,533 |
|
Fair value adjustment — Ibema |
|
|
|
|
| 5,448 |
|
|
|
|
| 5,448 |
|
Transfer and other (2) |
| 179,358 |
| 121,898 |
| 472,606 |
| (892,570 | ) | (81,867 | ) | (200,576 | ) |
Balance as of September 30, 2019 |
| 10,334,458 |
| 8,570,628 |
| 42,307,976 |
| 1,157,901 |
| 895,959 |
| 63,266,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2017 |
|
|
| (829,821 | ) | (6,545,959 | ) |
|
| (195,718 | ) | (7,571,498 | ) |
Write-offs |
|
|
| 1,462 |
| 60,506 |
|
|
| 196 |
| 62,164 |
|
Depreciation |
|
|
| (78,264 | ) | (760,634 | ) |
|
| (29,844 | ) | (868,742 | ) |
Fair value adjustment from business combination - Facepa |
|
|
|
|
| (3,447 | ) |
|
| (731 | ) | (4,178 | ) |
Transfer and other (2) |
|
|
| 7 |
| 1,391 |
|
|
| (1,398 | ) |
|
|
Balance as of December 31, 2018 |
|
|
| (906,616 | ) | (7,248,143 | ) |
|
| (227,495 | ) | (8,382,254 | ) |
Business combination with Fibria (3) |
|
|
| (1,804,967 | ) | (9,552,825 | ) |
|
| (249,087 | ) | (11,606,879 | ) |
Write-offs |
|
|
| 23,742 |
| 51,157 |
|
|
| 10,164 |
| 85,063 |
|
Additions |
|
|
| (166,024 | ) | (1,332,113 | ) |
|
| (60,503 | ) | (1,558,640 | ) |
Additions - Fair value adjustment from business combination - Fibria |
|
|
| (46,435 | ) | (408,128 | ) |
|
| (13,042 | ) | (467,605 | ) |
Fair value adjustment from business combination - Facepa |
|
|
| (5,742 | ) | (4,988 | ) |
|
| (95 | ) | (10,825 | ) |
Fair value adjustment from business combination - Ibema |
|
|
|
|
| (444 | ) |
|
|
|
| (444 | ) |
Transfer and other (2) |
|
|
| (88 | ) | 175,445 |
|
|
| 178 |
| 175,535 |
|
Balance as of September 30, 2019 |
|
|
| (2,906,130 | ) | (18,320,039 | ) |
|
| (539,880 | ) | (21,766,049 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018 |
| 5,104,717 |
| 2,151,904 |
| 9,192,888 |
| 466,156 |
| 104,594 |
| 17,020,259 |
|
Balance as of September 30, 2019 |
| 10,334,458 |
| 5,664,498 |
| 23,987,937 |
| 1,157,901 |
| 356,079 |
| 41,500,872 |
|
(1) Includes vehicles, furniture and utensils and computer equipment.
(2) Includes transfers carried out between the items of property, plant and equipment, intangible assets, right of use arising from lease agreements and inventories.
(3) Business combination with Fibria and its subsidiaries held on January 3, 2019, note 1.1.1.
On September 30, 2019, the Company did not identify any event that indicated impairment of property, plant and equipment.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
On September 30, 2019, the Company and its subsidiaries had property, plant and equipment as warranty for loan operations and lawsuits, in the amounted of R$ 25,373,335, 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).
15 Intangible Assets
15.1 Goodwill
|
| September 30, |
| December 31, |
|
Vale Florestar |
| 45,435 |
| 45,435 |
|
Paineiras Logística |
| 10 |
| 10 |
|
PCHM |
| 307 |
| 307 |
|
FACEPA |
| 119,333 |
| 112,582 |
|
Fibria (1) |
| 7,897,051 |
|
|
|
|
| 8,062,136 |
| 158,334 |
|
(1) Purchase price allocation in note 1.1.1.
15.2 Others intangible assets with indefinite useful life
On September 30, 2019 and December 31, 2018, the amount related to other intangible assets with indefinite useful life was R$1,196.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
15.3 Intangible assets with determined useful life
|
| September 30, |
| December 31, |
|
Beginning balance |
| 180,311 |
| 141,785 |
|
Amounts from the business combination with Fibria (1) |
| 308,681 |
|
|
|
Additions |
| 12,816 |
| 7,983 |
|
Fair value adjustment on business combination with Facepa |
|
|
| 53,477 |
|
Fair value adjustment on business combination with Ibema |
| 702 |
|
|
|
Amortization |
| (66,897 | ) | (44,340 | ) |
Fair value adjustment on business combination with Fibria |
| 10,159,550 |
|
|
|
Customer portfolio |
| 9,030,779 |
|
|
|
Supplier agreements |
| 172,094 |
|
|
|
Port services agreements |
| 694,590 |
|
|
|
Port concession |
| 54,470 |
|
|
|
Lease agreements |
| 44,371 |
|
|
|
Cultivars |
| 142,744 |
|
|
|
Software |
| 20,502 |
|
|
|
Fair value adjustment on business combination with Fibria - Amortization: |
| (717,433 | ) |
|
|
Customer portfolio |
| (615,735 | ) |
|
|
Supplier agreements |
| (54,073 | ) |
|
|
Port services agreements |
| (22,022 | ) |
|
|
Port concession |
| (1,610 | ) |
|
|
Lease agreements |
| (5,624 | ) |
|
|
Cultivars |
| (15,294 | ) |
|
|
Software |
| (3,075 | ) |
|
|
Fair value adjustment on business combination with Facepa - Amortization |
| (11,790 | ) |
|
|
Fair value adjustment on business combination with Ibema - Amortization |
| (18 | ) |
|
|
Exchange rate variation |
| 5,426 |
| 12,461 |
|
Transfers and others |
| 34,058 |
| 8,945 |
|
Ending balance |
| 9,905,406 |
| 180,311 |
|
Represented by |
| Average |
|
|
|
|
|
Trademarks and patents |
| 5 to 10 |
| 21,455 |
| 19,477 |
|
Software |
| 20 |
| 121,778 |
| 59,112 |
|
Customer portfolio |
| 2.5 to 5 |
| 10,095 |
| 19,004 |
|
Non-compete agreement |
| 5 |
| 2,303 |
| 2,812 |
|
Research and development agreement |
| 19 |
| 79,281 |
| 79,906 |
|
Development and implementation of systems |
| 20 |
| 1,764 |
|
|
|
Right of exploitation - Terminal concession of Macuco |
| 4 |
| 168,858 |
|
|
|
Supplier Relationship - Chemicals |
| 5 |
| 54,141 |
|
|
|
Others |
|
|
| 2,931 |
|
|
|
Intangible assets (fair value adjustments) acquired in the business combination, net — Fibria |
|
|
| 9,442,116 |
|
|
|
Customer portfolio |
| 9 |
| 8,415,044 |
|
|
|
Supplier agreements |
| 13 to 100 |
| 118,021 |
|
|
|
Port services agreements |
| 4 |
| 672,568 |
|
|
|
Ports concession |
| 4 |
| 52,860 |
|
|
|
Lease agreements |
| 17 |
| 38,746 |
|
|
|
Cultivars |
| 14 |
| 127,450 |
|
|
|
Software |
| 20 |
| 17,427 |
|
|
|
Intangible assets (fair value adjustments) acquired in the business combination, net — Ibema |
|
|
| 684 |
|
|
|
|
|
|
| 9,905,406 |
| 180,311 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
(1) Business combination with Fibria and its subsidiaries held on January 3, 2019, note 1.1.1.
On September 30, 2019, the Company did not identify any event that indicated impairment of intangible.
16 Trade accounts payable
|
| September 30, |
| December 31, |
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
Related party (Companies of the Suzano group) |
| 3,419 |
| 1,804 |
|
Third party |
| 2,393,940 |
| 558,041 |
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
Third party (1) |
| 953,473 |
| 72,720 |
|
|
|
|
|
|
|
Fair value adjustments on business combination with Fibria |
| (25,108 | ) |
|
|
|
| 3,325,724 |
| 632,565 |
|
(1) The Company had a take or pay agreement with Klabin S.A., under conditions differentiated in terms of volume, exclusivity, guarantees and payment terms in up to 360 days, and prices were practiced under conditions of contractually established. Following the requirements imposed by the European Union’s competition authority, the contract with Klabin expired in July 2019. As of September 30, 2019, the amount of R$ 755.309 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 business combination with Fibria in January 2019, as disclosed in note 1.1.1.
Suzano S.A. | |
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
| |
(In thousands of R$, unless otherwise stated) |
17 Loans, financing and debentures
17.1 Breakdown of the accounting balances by type
|
|
|
|
|
| Current |
| Non-current |
| Total |
| ||||||
Type |
| Interest |
| Average |
| September 30, |
| December 31, |
| September 30, |
| December 31, |
| September 30, |
| December 31, |
|
In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| UMBNDES |
| 6.6 |
| 27,864 |
| 21,577 |
| 34,439 |
| 139,940 |
| 62,303 |
| 161,517 |
|
Bonds |
| Fixed |
| 5.7 |
| 323,168 |
| 216,624 |
| 28,281,429 |
| 11,189,403 |
| 28,604,597 |
| 11,406,027 |
|
Syndicated loan |
| Libor |
| 2.7 |
| 31,730 |
| 37,546 |
| 12,673,982 |
| 11,787,588 |
| 12,705,712 |
| 11,825,134 |
|
Finnvera/EKN (“Export Credit Agencies”) |
| Libor |
|
|
|
|
| 236,385 |
|
|
| 560,689 |
|
|
| 797,074 |
|
Financial lease |
| U.S.$ |
|
|
|
|
| 5,608 |
|
|
| 12,617 |
|
|
| 18,225 |
|
Export credits (ACC - pre-payment) |
| Libor/Fixed |
| 4.1 |
| 2,088,937 |
| 1,896,717 |
| 3,281,010 |
| 274,673 |
| 5,369,947 |
| 2,171,390 |
|
|
|
|
|
|
| 2,471,699 |
| 2,414,457 |
| 44,270,860 |
| 23,964,910 |
| 46,742,559 |
| 26,379,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
| TJLP |
| 8.2 |
| 278,137 |
| 28,867 |
| 1,586,541 |
| 183,269 |
| 1,864,678 |
| 212,136 |
|
BNDES |
| TLP |
| 8.1 |
| 8,120 |
|
|
| 97,827 |
|
|
| 105,947 |
|
|
|
BNDES |
| Fixed |
| 5.2 |
| 43,149 |
| 26,119 |
| 85,474 |
| 95,034 |
| 128,623 |
| 121,153 |
|
BNDES |
| SELIC |
| 5.9 |
| 76,112 |
|
|
| 728,447 |
|
|
| 804,559 |
|
|
|
FINAME |
| Fixed |
| 6.6 |
| 4,815 |
| 970 |
| 15,193 |
| 2,010 |
| 20,008 |
| 2,980 |
|
BNB |
| Fixed |
| 6.6 |
| 32,733 |
| 25,038 |
| 165,673 |
| 191,976 |
| 198,406 |
| 217,014 |
|
CRA (“Agribusiness Receivables Certificates”) |
| CDI/IPCA |
| 6.4 |
| 1,900,423 |
| 789,892 |
| 3,951,197 |
| 1,588,986 |
| 5,851,620 |
| 2,378,878 |
|
Export credit note |
| CDI |
| 6.6 |
| 109,321 |
| 93,001 |
| 1,268,392 |
| 1,327,378 |
| 1,377,713 |
| 1,420,379 |
|
Rural producer Certificate |
| CDI |
| 7.6 |
| 1,406 |
| 6,809 |
| 273,234 |
| 273,029 |
| 274,640 |
| 279,838 |
|
Export credits (“Pre payment”) |
| Fixed |
| 8.1 |
| 50,547 |
|
|
| 1,312,318 |
|
|
| 1,362,865 |
|
|
|
FCO (“Central West Fund”), FDCO (“Central West Development Fund”) and FINEP |
| Fixed |
| 8.0 |
| 88,628 |
| 7,725 |
| 509,969 |
| 5,135 |
| 598,597 |
| 12,860 |
|
Others (Revolving Cost, Working capital and FDI) |
| Fixed |
| 10.1 |
| 4,593 |
| 10,467 |
|
|
| 16,930 |
| 4,593 |
| 27,397 |
|
FDIC Funds of credit rights (Note 7.1) |
| Fixed |
| 0.4 |
| 8,704 |
| 22,054 |
|
|
|
|
| 8,704 |
| 22,054 |
|
Fair value adjustment on business combination with Fibria |
|
|
|
|
| (68,586 | ) |
|
|
|
|
|
| (68,586 | ) |
|
|
Debentures |
| CDI |
| 7.6 |
| 81,435 |
| 1,297 |
| 4,664,182 |
| 4,662,156 |
| 4,745,617 |
| 4,663,453 |
|
|
|
|
|
|
| 2,619,537 |
| 1,012,239 |
| 14,658,447 |
| 8,345,903 |
| 17,277,984 |
| 9,358,142 |
|
|
|
|
|
|
| 5,091,236 |
| 3,426,696 |
| 58,929,307 |
| 32,310,813 |
| 64,020,543 |
| 35,737,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on financing |
|
|
|
|
| 704,516 |
| 345,988 |
| 128,433 |
|
|
| 832,949 |
| 345,988 |
|
Non-current funding |
|
|
|
|
| 4,386,720 |
| 3,080,708 |
| 58,800,874 |
| 32,310,813 |
| 63,187,594 |
| 35,391,521 |
|
|
|
|
|
|
| 5,091,236 |
| 3,426,696 |
| 58,929,307 |
| 32,310,813 |
| 64,020,543 |
| 35,737,509 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
17.2 Changes in loans, financing and debentures
|
| September 30, |
| December 31, |
|
Beginning balance |
| 35,737,509 |
| 12,191,856 |
|
Amounts from the business combination with Fibria (1) |
| 20,667,096 |
|
|
|
Reclassification - accounts payable from lease operations (2) |
| (18,225 | ) |
|
|
Fundraising |
| 16,315,910 |
| 25,539,994 |
|
Addition to loans — PCH / FACEPA |
|
|
| 79,923 |
|
Interest accrued |
| 2,530,500 |
| 839,278 |
|
Exchange rate variation, net |
| 3,290,597 |
| 1,457,989 |
|
Settlement of principal |
| (12,249,522 | ) | (3,738,577 | ) |
Settlement of interest |
| (2,362,331 | ) | (669,088 | ) |
Fair value adjustment on business combination with Fibria |
| (68,586 | ) |
|
|
Amortization of fundraising costs |
| 172,803 |
| 36,134 |
|
Others |
| 4,792 |
|
|
|
Ending balance |
| 64,020,543 |
| 35,737,509 |
|
(1) Business combination with Fibria its subsidiaries held on January 3, 2019, note 1.1.1.
(2) As of January 1, 2019, the lease balance was reclassified to “Accounts payable from lease operations”, due to adoption of IFRS 16 by the Company.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
17.3 Breakdown by maturity — non current
|
| 2020 |
| 2021 |
| 2022 |
| 2023 |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| Total |
|
In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES - Currency basket |
| 6,156 |
| 9,466 |
| 10,381 |
| 8,436 |
|
|
|
|
|
|
|
|
| 34,439 |
|
Bonds |
|
|
| 789,695 |
|
|
|
|
| 2,481,192 |
| 2,456,626 |
| 2,915,080 |
| 19,638,835 |
| 28,281,428 |
|
Syndicated Loan |
|
|
| 1,388,133 |
| 3,303,757 |
| 7,982,092 |
|
|
|
|
|
|
|
|
| 12,673,982 |
|
Export credits (ACC pre-payment) |
| 13,633 |
| 140,841 |
| 13,569 |
|
|
| 2,082,200 |
| 1,030,769 |
|
|
|
|
| 3,281,012 |
|
|
| 19,789 |
| 2,328,135 |
| 3,327,707 |
| 7,990,528 |
| 4,563,392 |
| 3,487,395 |
| 2,915,080 |
| 19,638,835 |
| 44,270,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES — TJLP |
| 68,875 |
| 269,506 |
| 265,380 |
| 266,552 |
| 239,884 |
| 292,573 |
| 169,102 |
| 14,668 |
| 1,586,540 |
|
BNDES — TLP |
| 3,134 |
| 12,535 |
| 12,535 |
| 12,535 |
| 12,535 |
| 11,869 |
| 21,149 |
| 11,535 |
| 97,827 |
|
BNDES — Fixed |
| 8,853 |
| 28,959 |
| 24,567 |
| 18,611 |
| 4,484 |
|
|
|
|
|
|
| 85,474 |
|
BNDES — Selic |
| 19,132 |
| 75,158 |
| 72,381 |
| 95,106 |
| 87,240 |
| 207,782 |
| 171,649 |
|
|
| 728,448 |
|
FINAME |
| 960 |
| 3,829 |
| 2,786 |
| 1,656 |
| 1,198 |
| 4,764 |
|
|
|
|
| 15,193 |
|
BNB |
| 8,821 |
| 35,285 |
| 33,201 |
| 35,285 |
| 33,201 |
| 10,285 |
| 9,595 |
|
|
| 165,673 |
|
CRA (“Agribusiness Receivables Certificates”) |
| 1,000,000 |
|
|
| 1,512,680 |
| 1,438,517 |
|
|
|
|
|
|
|
|
| 3,951,197 |
|
Export credit note |
|
|
|
|
|
|
|
|
|
|
| 640,800 |
| 627,592 |
|
|
| 1,268,392 |
|
Rural producer certificate |
|
|
|
|
|
|
|
|
|
|
| 137,500 |
| 135,734 |
|
|
| 273,234 |
|
Export credits (“Pre payment”) |
|
|
|
|
|
|
|
|
| 1,312,318 |
|
|
|
|
|
|
| 1,312,318 |
|
FCO (“Central West Fund”), FDCO (“Central West Development Fund”) and FINEP |
| 34,064 |
| 67,986 |
| 67,986 |
| 67,986 |
| 67,986 |
| 67,986 |
| 67,986 |
| 67,988 |
| 509,968 |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
| 2,340,550 |
| 2,323,632 |
|
|
| 4,664,182 |
|
|
| 1,143,839 |
| 493,258 |
| 1,991,516 |
| 1,936,248 |
| 1,758,846 |
| 3,714,109 |
| 3,526,439 |
| 94,191 |
| 14,658,446 |
|
|
| 1,163,628 |
| 2,821,393 |
| 5,319,223 |
| 9,926,776 |
| 6,322,238 |
| 7,201,504 |
| 6,441,519 |
| 19,733,026 |
| 58,929,307 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
17.4 Breakdown by currency
|
| September 30, |
| December 31, |
|
Brazilian Reais |
| 16,473,425 |
| 9,358,142 |
|
U.S. Dollar |
| 46,680,256 |
| 26,217,850 |
|
Selic (1) |
| 804,559 |
|
|
|
Currency basket |
| 62,303 |
| 161,517 |
|
|
| 64,020,543 |
| 35,737,509 |
|
(1) Contractual definition of currency in contracts with Brazilian National Bank for Economic and Social Development (“Banco Nacional de Desenvolvimento Econômico e Social or “BNDES”) that are in Brazilian Reais plus SELIC interest.
17.5 Transaction costs and premiums of securities issues
The fundraising costs are amortized on the contractual dates based on the effective interest rate.
|
|
|
|
|
| Balance to be amortized |
| ||
Nature |
| Total cost |
| Amortization |
| September 30, |
| December 31, |
|
Bonds |
| 343,642 |
| 129,297 |
| 214,345 |
| 67,189 |
|
CRA and NCE |
| 125,222 |
| 73,508 |
| 51,714 |
| 20,195 |
|
Import (“ECA”) |
| 101,811 |
| 101,811 |
|
|
| 16,235 |
|
Syndicated Loan |
| 72,774 |
| 33,209 |
| 39,565 |
| 30,552 |
|
Debentures |
| 21,592 |
| 4,674 |
| 16,918 |
| 18,944 |
|
BNDES (“IOF”) (1) |
| 53,730 |
| 13,702 |
| 40,028 |
|
|
|
Others |
| 18,147 |
| 8,381 |
| 9,766 |
| 3,188 |
|
|
| 736,918 |
| 364,582 |
| 372,336 |
| 156,303 |
|
(1) Tax on Financial Operations
17.6 Relevant operations settled in the period
17.6.1 Early settlement of CRA’s
On January 3, 2019, the Company settled in advance, through its wholly-owned subsidiary Fibria, the amount of R$ 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% p.a. 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.
17.6.2 BNDES
On March 15, 2019, the Company carried out the early amortization of R$ 299,682 with the BNDES, comprising an installment 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 September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
17.6.3 Export prepayment (“PPE”)
On June 17, 2019, the Company, through its subsidiary Suzano International Trade GmbH (former Fibria International Trade GmbH), voluntarily prepaid the amount of U.S.$ 631,138 (equivalent to R$ 2,454,443), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in 2022.
On June 18, 2019, the Company, through its subsidiary Suzano International Trade GmbH (former Fibria International Trade GmbH, voluntarily prepaid the amount of U.S.$ 156,032 (equivalent to R$ 602,410), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in October 2022.
17.6.4 Finnvera
On April 29 and April 30, 2019, the Company voluntarily prepaid U.S.$ 208,400 (equivalent to R$ 822,200) related to certain financing agreements that were guaranteed by the export credit agencies Finnvera and EKN.
On June 17, 2019, the Company voluntarily prepaid the outstanding amount of U.S.$378,471 (equivalent to R$1,473,114) related to certain financing agreements that were guaranteed by the export credit agency Finnvera initially contracted in May 2016, which maturity date was 2025.
17.7 Relevant operations contracted in the period
17.7.1 Senior Notes (“Notes 2029”)
On January 29, 2019, the Company reopened Senior Notes 2029 with the additional issue of debt securities in the amount of U.S.$ 750,000 (equivalent to R$ 2,874,150). The notes mature in January 2029 and were issued with interest of 5.465% p.a., which will be paid semi-annually.
17.7.2 Export prepayment contracts (“PPE”)
On February 25, 2019, the Company entered into an export prepayment agreement in the amount of R$ 738,800, with annual interest payment of 8.35% p.a. and maturing in 2024.
On June 14, 2019, the Company, through its wholly-owned subsidiary Fibria International Trade GmbH, entered into a syndicated export prepayment transaction in the amount of U.S.$ 750,000 (equivalent to R$ 2,910,975), with a term of six years and grace period of five years. Suzano is the guarantor of the transaction.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
On June 14, 2019, the Company entered into an export prepayment agreement in the amount of R$ 578,400, with annual interest payment of 7.70% p.a. and maturing in 2024.
17.7.3 Senior Notes (“Notes 2047”)
On May 21, 2019, the Company, through its subsidiary Suzano Austria GmbH issued an additional amount of U.S.$ 250,000 (equivalent to R$ 1,020,250) of its 7.000% Senior Notes due 2047, with yield at the rate of 6.245% p.a. and coupon at the rate of 7.0% p.a., to be paid semiannually, in March and September, with maturity on March 16, 2047. This operation is fully guaranteed by Suzano S.A.
17.7.4 Senior Notes (“Notes 2030”)
On May 21, 2019, the Company, through its subsidiary Suzano Austria issued an aggregate amount of U.S.$ 1,000,000 (equivalent to R$ 4,081,000) of 5.000% Senior Notes due 2030, with yield at the rate of 5.180% p.a. and coupon at the rate of 5.0% p.a., to be paid semiannually, in January and July, with maturity on January 15, 2030. This operation is fully guaranteed by Suzano S.A.
17.7.5 BNDES
On May 17, 2019, BNDES has released funds to the Company in the amount of R$ 108,050, with interest rates varying from Long Term Rate (“TLP”) plus interest rate of 0.96% p.a. to 1.44% p.a. to be paid from 2020 to 2028. The resources were applied to projects in the industrial, social and technological innovation areas.
17.7.6 Debentures
On January 7, 2019, the Company issued R$ 4,000,000 in 7th issue, single series, non-convertible 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 an installment to be amortized balance of the nominal unit value of all debentures plus the corresponding remuneration.
On May 31, 2019, the Company redeemed in full its unsecured debentures of its 7th issuance, non-convertible into shares, with maturity on January 7, 2020, by paying the total outstanding amount of R$ 2,019,587, comprising the total balance of the face value per unit of the totality of the debentures of such issuance plus the corresponding remuneration.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
18 Lease operations
18.1 Right of use on lease agreements
As described in note 3.1.1, the Company adopted IFRS 16 and applied the IFRS retrospectively with the cumulative effect of adoption recorded at the date of initial application. Accordingly, comparative periods were not restated.
On January 1, 2019, the amounts corresponding to the right to use the current agreements were recognized, in amounts equivalent to the present value of the obligations assumed with the counterparties. The amortization of these balances will occur according to the terms defined for the leases. Except for land agreements that are automatically extended for the same period by means of notification to the lessor, for the other agreements are not allowed automatic renewals and for an indefinite period, as well as the exercise of termination is a right of both parties.
The Company does not have lease agreements with clauses of (a) variable payments that are based on the performance of the leased assets (ii) guarantee of residual value (iii) restrictions, such as, for example, obligation to maintain financial ratios.
In addition, the Company recognized under right of use the residual value of the right to use the agreements previously classified as financial leases under IAS 17 and which were recognized in the Property, plant and equipment group until December 31, 2018, being reclassified the amount of R$ 89,338 in the initial adoption.
The effect of its adoption of the balances for the nine-month period ended September 30, 2019 is set forth below:
|
| 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 |
| 117,968 |
| 1,194 |
| 34,583 |
| 549,890 |
|
|
| 703,635 |
|
Amortization (1) |
| (175,486 | ) | (11,579 | ) | (22,786 | ) | (81,446 | ) | (694 | ) | (291,991 | ) |
Balance as of September 30, 2019 |
| 2,015,405 |
| 158,564 |
| 60,676 |
| 2,124,766 |
| 496 |
| 4,359,907 |
|
(1) The amount of R$ 185,066 is reclassified to biological assets to compose the formation cost.
For the nine-month period ended September 30, 2019, the Company is committed to lease agreements not yet in force for ships expected to be delivered one unit in first quarter 2019 and one unit in first quarter 2020.
18.2 Lease liabilities
At the adoption of IFRS 16, the Company recognized lease liabilities for the current agreements, and which were previously classified as operating leases in accordance with IAS 17 - Leasing Operations, except for agreements included in the practical
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
expedient permitted by the standard and adopted by the Company, as described in note 3.1.1.
The liabilities recognized as of January 1, 2019 correspond to the remaining balances payable of the lease contracts, measured to present value by the discount rates on the date of their adoption.
In addition, the Company recognized under lease liabilities the remaining balances of agreements previously classified as financial leases under IAS 17 and which were recognized in the group of loans and financing until December 31, 2018, being reclassified the amount of R$ 18,225 in the initial adoption, as set forth below:
Nature of agreement |
| Average rate - % |
| Maturity (2) |
| Present value of |
|
|
|
|
|
|
|
|
|
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 |
|
(1) To determine the discount rates, quotes were obtained from financial institutions for agreements with characteristics and average terms similar to the lease agreements.
(2) Refers to the original maturities of the agreements and, therefore, do not consider eventual renewal clause.
The changes in the balances for the nine-month period ended September 30, 2019 are as follows:
Balance as of December 31, 2018 |
|
|
|
Initial adoption on January 1, 2019 |
| 4,019,310 |
|
Additions |
| 703,480 |
|
Payments |
| (425,297 | ) |
Appropriation of financial charges (1) |
| 192,277 |
|
Exchange rate variation |
| 44,614 |
|
Balance as of September 30, 2019 |
| 4,534,384 |
|
|
|
|
|
Current |
| 587,910 |
|
Non-current |
| 3,946,474 |
|
(1) The amount of R$ 39,216 is reclassified to biological assets to compose the formation cost.
The maturity schedule of future payment not discounted to present value related to lease liabilities is disclosed in note 4.2.
18.2.1 Discount rate
The discount rates applied on new lease agreements for nine-month ended September 30, 2019 are similar to those applied on adoption of IFRS 16.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
18.2.2 Amounts recognized in the statement of income for the period
In the nine-month period ended September 30, 2019, were recognized the amounts:
Expenses relating to short-term assets |
| 37,263 |
|
Expenses relating to low-value assets |
| 8,293 |
|
|
| 45,556 |
|
18.2.3 Reconciliation of operating lease commitments
Operating lease commitments disclosed as of December 31, 2018 |
| 1,448,241 |
|
Business combination with Fibria |
| 2,974,729 |
|
Discounted through a lessee’s incremental loan rate at initial adoption |
| (421,313 | ) |
Reclassification from loans and financing (1) |
| 18,225 |
|
Agreements revalued as service agreements |
| (572 | ) |
|
| 4,019,310 |
|
(1) As of January 1, 2019, the lease balance was reclassified from “Loans and financing”, due to adoption of IFRS 16 by the Company note 17.2.
19 Provision for judicial liabilities
19.1 Changes in provisions for judicial liabilities
|
| September 30, |
| December 31, |
|
Beginning balance |
| 351,270 |
| 317,069 |
|
Business combination with Fibria (1) |
| 211,294 |
|
|
|
Settlement |
| (25,655 | ) | (41,011 | ) |
Reversal of processes |
| (35,593 | ) | (19,010 | ) |
New processes |
| 17,141 |
| 80,520 |
|
Judicial deposits - Changes |
| (16,089 | ) |
|
|
Monetary adjustment |
| 33,459 |
| 13,702 |
|
Fair value adjustment on business combination with Fibria (2) |
| 2,959,620 |
|
|
|
Ending balance |
| 3,495,447 |
| 351,270 |
|
(1) Business combination with Fibria its subsidiaries held on January 3, 2019, note 1.1.1.
(2) Corresponds to the fair value adjustment on business combination with Fibria attributed to legal liabilities classified as possible and remote losses of Fibria, in the amounts of R$2,980,627 and R$50,993, respectively.
During the nine-month period ended September 30, 2019, there were no material changes in the lawsuits in progress or decisions affecting the Company in relation to these lawsuits.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, 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:
|
| September 30, |
| December 31, |
|
Taxes and Social Security (1) |
| 6,855,904 |
| 1,077,761 |
|
Labor |
| 202,085 |
| 85,309 |
|
Civil (1) |
| 2,474,649 |
| 43,271 |
|
|
| 9,532,638 |
| 1,206,341 |
|
(1) Amounts net of the fair value adjustment on business combination with Fibria related to possible contingencies, as mentioned above.
The change in the balance refers to the lawsuits in progress arising from the business combination with Fibria, whose nature of the main causes were disclosed in its latest condensed consolidated financial information 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 employee benefits
Balance at December 31, 2017 |
| 351,263 |
|
Interest on employee benefits |
| 35,920 |
|
Actuarial loss |
| 69,305 |
|
Benefits paid in the year |
| (26,061 | ) |
Balance at December 31, 2018 |
| 430,427 |
|
Business combination with Fibria (1) |
| 147,877 |
|
Interest on employee benefits |
| 38,762 |
|
Benefits paid in the period |
| (24,599 | ) |
Balance on September 30, 2019 |
| 592,467 |
|
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
(1) Business combination with Fibria its subsidiaries held on January 3, 2019, note 1.1.1.
21 Share-Based Compensation Plans
On September 30, 2019, the Company had two share-based, long-term compensation plans: i) Phantom stock option plan (“Phantom Shares - “PS”) and ii) Share Appreciation Rights (“SAR”), both paid in local 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
|
| September 30, |
| December 31, |
|
|
| Number of |
| Number of |
|
|
|
|
|
|
|
Beginning balance |
| 5,045,357 |
| 5,055,519 |
|
Granted during of the period |
| 2,153,822 |
| 1,415,476 |
|
Exercised (1) |
| (240,954 | ) | (751,859 | ) |
Exercised due to dismissal (1) |
| (106,983 | ) | (153,601 | ) |
Abandoned / prescribed due to dismissal |
| (448,523 | ) | (520,178 | ) |
Ending balance |
| 6,402,719 |
| 5,045,357 |
|
(1) For share options exercised and those exercised due to termination of employment, the average price on September 30, 2019 and December 31, 2018 was R$38.03 and R$47.77, respectively.
21.2 Common stock plan
Program |
| Date of grant |
| Deadline for the options |
| Price on |
| Shares |
| Restricted period |
|
Program 4 |
| 01/02/2018 |
| 01/02/2019 |
| R$39.10 |
| 130,435 |
| 01/02/2022 |
|
Additionally, in 2019 the Company established a Restricted Shares plan based on the Company’s performance (Program 5). The Plan associates the quantity of Restricted Shares granted to the Company’s performance in relation to the EBITDA mark. The quantity of the restricted stock granted is defined in financial terms and is subsequently converted into shares based on the last 60 stock exchange trading days on December 31, 2019 of SUZB3 at B3.
After measurement of 2019 EBITDA, the Restricted Shares will be granted immediately, as they not have to comply to the vesting period. However, the beneficiaries of the grant must comply to the lockup period of thirty-six (36) months during which they will not be able to market the shares.
In the event that the beneficiaries leave the Company before the end of the fiscal year for the measurement of EBITDA, they will lose the right to the grant of Restricted Share.
Suzano S.A.
Notes to the unaudited condensed consolidated interim financial information as of September 30, 2019
(In thousands of R$, unless otherwise stated) |
|
21.3 Equity and income statement balances
The amounts corresponding to the services received and recognized in the interim financial information are set forth below:
|
| Liabilities and equity |
| Income Statement |
| ||||
|
| September 30, |
| December 31, |
| September 30, |
| September 30, |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Provision for phantom stock plan |
| 126,425 |
| 124,318 |
| (13,875 | ) | (117,708 | ) |
Shareholders’ equity |
|
|
|
|
|
|
|
|
|
Stock option reserve |
| 9,056 |
| 5,100 |
| (3,956 | ) | (72 | ) |
Total general and administrative expenses from share-based transactions |
|
|
|
|
| (17,831 | ) | (117,780 | ) |
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 1.1.1.
On September 30, 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 value of the share capital is net of the public offering expenses of R$ 33,735.
The breakdown of the share capital is set forth:
|
| Ordinary |
| ||
Shareholder |
| Quantity |
| (%) |
|
Controlling Shareholders |
|
|
|
|
|
Suzano Holding S.A. |
| 367,612,329 |
| 27.01 |
|
Controller |
| 194,800,797 |
| 14.31 |
|
Managements |
| 35,532,742 |
| 2.61 |
|
Alden Fundo de Investimento em Ações |
| 26,154,741 |
| 1.92 |
|
|
| 624,100,609 |
| 45.85 |
|
Treasury |
| 12,042,004 |
| 0.88 |
|
BNDESPAR |
| 150,217,425 |
| 11.04 |
|
Votorantim S.A. |
| 75,180,059 |
| 5.52 |
|
Other shareholders |
| 499,723,487 |
| 36.71 |
|
|
| 1,361,263,584 |
| 100.00 |
|
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
By resolution of the Board of Directors, the share 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 September 30, 2019, SUZB3 common shares ended the period quoted at R$33.65 (R$38.08 on December 31, 2018).
22.2 Dividends
On April 18, 2019, on Ordinary Shareholders’ Meeting was approved a payment of dividends in the amount of R$ 600,000, being complementary in the amount of R$ 596,534 paid through the reserve of profits and minimum mandatory dividends in the amount of R$ 3,466, the disbursement occurred on April 30, 2019.
23 Earnings (loss) per share
23.1 Basic
The basic (loss) earnings per share is measured 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.
|
| September 30, |
| September 30, |
|
Resulted of the period attributed to controlling shareholders |
| (3,987,065 | ) | (1,142,856 | ) |
Weighted average number of shares in the period |
| 1,361,264 |
| 1,105,826 |
|
Weighted average treasury shares |
| (12,042 | ) | (12,431 | ) |
Weighted average number of outstanding shares |
| 1,349,222 |
| 1,093,395 |
|
Basic loss per common share - R$ |
| (2.95508 | ) | (1.04524 | ) |
23.2 Diluted
The diluted earnings per share is measured by adjusting the weighted average of outstanding common shares, assuming the conversion of all common shares that would cause dilution.
|
| September 30, |
| September 30, |
|
Resulted of the period attributed to controlling shareholders |
| (3,987,065 | ) | (1,142,856 | ) |
Weighted average number of shares in the period (except treasury shares) |
| 1,349,222 |
| 1,093,395 |
|
Weighted average number of shares (diluted) |
| 1,349,222 |
| 1,093,395 |
|
Diluted loss per common share - R$ |
| (2.95508 | ) | (1.04524 | ) |
Due to the loss in the period, the Company does not consider the dilution effect in the measurement.
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
24 Net Financial Result
|
| September 30, |
| September 30, |
|
Financial expenses |
|
|
|
|
|
Interest on loans, financing and debentures (1) |
| (2,528,303 | ) | (629,466 | ) |
Amortization of fundraising costs |
| (172,803 | ) | (31,674 | ) |
Other financial expenses |
| (454,650 | ) | (374,032 | ) |
Amortization of fair value adjustment on business combination with Fibria |
| 31,985 |
|
|
|
|
| (3,123,771 | ) | (1,035,172 | ) |
Financial income |
|
|
|
|
|
Financial investments |
| 305,174 |
| 206,962 |
|
Other financial income |
| 50,788 |
| 8,494 |
|
Amortization of fair value adjustment on business combination with Fibria |
| 37,412 |
|
|
|
|
| 393,374 |
| 215,456 |
|
Income from derivative financial instruments |
|
|
|
|
|
Income |
| 3,240,620 |
| 321,017 |
|
Expenses |
| (5,477,524 | ) | (4,169,556 | ) |
|
| (2,236,904 | ) | (3,848,539 | ) |
Monetary and exchange rate variation, net |
|
|
|
|
|
Exchange rate variation on loans, financing and debentures |
| (3,286,253 | ) | (1,743,817 | ) |
Monetary and exchange rate variations - other assets and liabilities (2) |
| (96,801 | ) | 322,103 |
|
|
| (3,383,054 | ) | (1,421,714 | ) |
|
| (8,350,355 | ) | (6,089,969 | ) |
(1) Not include the amount of R$2,952 arising from capitalized interest in the nine-month period ended on September 30, 2019 (R$536 in the nine-month period ended on September 30, 2018). Additionally, included the amount of R$754 related to interest of FIDC (R$ 1,791 in the nine-month period ended on September 30, 2018).
(2) Includes effects of exchange rate variations of customers, suppliers, cash and cash equivalents, financial investments and others.
25 Net Sales Revenue
|
| September 30, |
| September 30, |
|
Gross sales |
| 22,904,748 |
| 11,207,225 |
|
Deductions: |
|
|
|
|
|
Adjustment to present value |
| (5,316 | ) | (3,421 | ) |
Returns and cancelations |
| (73,720 | ) | (49,381 | ) |
Discounts and rebates |
| (2,814,413 | ) | (7,867 | ) |
|
| 20,011,299 |
| 11,146,556 |
|
|
|
|
|
|
|
Taxes on sales (1) |
| (1,047,309 | ) | (932,331 | ) |
|
|
|
|
|
|
Net sales revenue |
| 18,963,990 |
| 10,214,225 |
|
(1) In 2018, included the social contribution to the National Institute of Social Security (“INSS”), which represents 2.5% of the gross sales revenue in the domestic market. This is a tax obligation pursuant to Law n°12.546/11, article 8, Appendix I and their respective amendments.
The change in the consolidated balance is mainly related to the effect of Fibria’s operations as of January 1, 2019.
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
26 Information by Segment and Geographic Areas
26.1 Criteria for identifying operating segments
The Company evaluates the performance of its business segments through the operating result. The information disclosed under “Not Segmented” is related to income statement and balance sheet items not directly attributed to the pulp and paper segments, such as, net financial result and income and social contribution taxes expenses, in addition to the balance sheet classification items of assets and liabilities.
The operating segments defined by Management are as follows:
i) Pulp: comprises production and sale of hardwood eucalyptus pulp and fluff pulp mainly to supply the foreign market, with any surplus sold in the domestic market.
ii) Paper: comprises production and sale of paper to meet the demands of both domestic and foreign markets. Consumer goods (tissue) sales are classified under this segment due to its immateriality.
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
26.2 Information on operating segments
|
| September 30, |
| ||||||
|
| Pulp |
| Paper |
| Not |
| Total |
|
Net sales revenue |
| 15,395,971 |
| 3,568,019 |
|
|
| 18,963,990 |
|
Domestic market (Brazil) |
| 1,432,137 |
| 2,465,823 |
|
|
| 3,897,960 |
|
Foreign market |
| 13,963,834 |
| 1,102,196 |
|
|
| 15,066,030 |
|
Asia |
| 6,804,036 |
| 101,856 |
|
|
| 6,905,892 |
|
Europe |
| 4,506,430 |
| 155,685 |
|
|
| 4,662,115 |
|
North America |
| 2,617,286 |
| 317,250 |
|
|
| 2,934,536 |
|
South and Central America |
| 36,082 |
| 496,284 |
|
|
| 532,366 |
|
Africa |
|
|
| 31,121 |
|
|
| 31,121 |
|
Cost of sales |
| (12,581,007 | ) | (2,352,419 | ) |
|
| (14,933,426 | ) |
Gross profit |
| 2,814,964 |
| 1,215,600 |
|
|
| 4,030,564 |
|
Gross margin (%) |
| 18.3 | % | 34.1 | % |
|
| 21.3 | % |
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
| (1,532,136 | ) | (561,355 | ) | 128,115 |
| (1,965,376 | ) |
Selling |
| (1,084,740 | ) | (282,558 | ) |
|
| (1,367,298 | ) |
General and administrative |
| (606,419 | ) | (281,353 | ) |
|
| (887,772 | ) |
Other operating, net |
| 153,222 |
| (12,890 | ) | 128,115 |
| 268,447 |
|
Income from associates and joint ventures |
| 5,801 |
| 15,446 |
|
|
| 21,247 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit before net financial income (“EBIT”) (1) |
| 1,282,828 |
| 654,245 |
| 128,115 |
| 2,065,188 |
|
Operating margin (%) |
| 8.3 | % | 18.3 | % |
|
| 10.9 | % |
|
|
|
|
|
|
|
|
|
|
Financial result, net |
|
|
|
|
| (8,350,355 | ) | (8,350,355 | ) |
Net income (loss) before taxes |
| 1,282,828 |
| 654,245 |
| (8,222,240 | ) | (6,285,167 | ) |
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
| 2,295,649 |
| 2,295,649 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
| 1,282,828 |
| 654,245 |
| (5,926,591 | ) | (3,989,518 | ) |
Profit (loss) margin for the period (%) |
| 8.3 | % | 18.3 | % |
|
| (21.0 | )% |
Result of the period attributable to controlling shareholders |
| 1,282,828 |
| 654,245 |
| (5,924,138 | ) | (3,987,065 | ) |
Result of the period attributed to non-controlling shareholders |
|
|
|
|
| (2,453 | ) | (2,453 | ) |
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
| 5,936,578 |
| 376,504 |
|
|
| 6,313,082 |
|
|
|
|
|
|
|
|
|
|
|
Products sold (in tons) |
| 6,492,134 |
| 887,811 |
|
|
| 7,379,945 |
|
Foreign market |
| 5,881,145 |
| 291,749 |
|
|
| 6,172,894 |
|
Domestic market (Brazil) |
| 610,989 |
| 596,062 |
|
|
| 1,207,051 |
|
(1) Earnings before interest and tax.
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
|
| September 30, |
| ||||||
|
| Pulp |
| Paper |
| Not |
| Total |
|
Net sales revenue |
| 6,920,649 |
| 3,293,576 |
|
|
| 10,214,225 |
|
Domestic market (Brazil) |
| 524,341 |
| 2,328,999 |
|
|
| 2,853,340 |
|
Foreign market |
| 6,396,308 |
| 964,577 |
|
|
| 7,360,885 |
|
Asia |
| 3,108,361 |
| 80,173 |
|
|
| 3,188,534 |
|
Europe |
| 2,259,516 |
| 162,527 |
|
|
| 2,422,043 |
|
North America |
| 993,779 |
| 137,098 |
|
|
| 1,130,877 |
|
South and Central America |
| 34,652 |
| 556,744 |
|
|
| 591,396 |
|
Africa |
|
|
| 28,035 |
|
|
| 28,035 |
|
Cost of sales |
| (3,114,369 | ) | (2,117,203 | ) |
|
| (5,231,572 | ) |
Gross profit |
| 3,806,281 |
| 1,176,372 |
|
|
| 4,982,653 |
|
Gross margin (%) |
| 55.0 | % | 35.7 | % |
|
| 48.8 | % |
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
| (305,889 | ) | (636,494 | ) |
|
| (942,382 | ) |
Selling expenses |
| (158,253 | ) | (274,997 | ) |
|
| (433,250 | ) |
General and administrative expenses |
| (183,105 | ) | (366,491 | ) |
|
| (549,596 | ) |
Other operating income (expenses), net |
| 35,470 |
| 1,127 |
|
|
| 36,597 |
|
Income from associates and joint ventures |
|
|
| 3,867 |
|
|
| 3,867 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit before net financial income (1) |
| 3,500,392 |
| 539,878 |
|
|
| 4,040,271 |
|
Operating margin (%) |
| 50.6 | % | 16.4 | % |
|
| 39.6 | % |
Financial result, net |
|
|
|
|
| (6,089,969 | ) | (6,089,969 | ) |
Net income (loss) before taxes |
| 3,500,392 |
| 539,878 |
| (6,089,969 | ) | (2,049,698 | ) |
Income taxes |
|
|
|
|
| 907,600 |
| 907,600 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
| 3,500,392 |
| 539,878 |
| (5,182,369 | ) | (1,142,098 | ) |
Profit margin for the period (%) |
| 50.6 | % | 16.4 | % |
|
| (11.2 | )% |
Result of the period attributable to controlling shareholders |
| 3,500,392 |
| 539,878 |
| (5,183,126 | ) | (1,142,856 | ) |
Result of the period attributed to non-controlling shareholders |
|
|
|
|
| 758 |
| 758 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
| 830,178 |
| 345,094 |
|
|
| 1,175,272 |
|
|
|
|
|
|
|
|
|
|
|
Products sold (in tons) |
| 2,580,649 |
| 905,377 |
|
|
| 3,486,026 |
|
Foreign market |
| 2,359,652 |
| 274,244 |
|
|
| 2,633,896 |
|
Domestic market (Brazil) |
| 220,997 |
| 631,134 |
|
|
| 852,131 |
|
(1) Earnings before interest and tax.
26.3 Net sales by product
The following table set forth the breakdown of consolidated net sales by product:
|
| September 30, |
| September 30, |
|
Products |
|
|
|
|
|
Market pulp (1) |
| 15,395,971 |
| 6,920,650 |
|
Printing and writing paper (2) |
| 2,934,497 |
| 2,694,177 |
|
Paperboard |
| 592,891 |
| 548,142 |
|
Other |
| 40,631 |
| 51,256 |
|
Net sales |
| 18,963,990 |
| 10,214,225 |
|
(1) Revenue from fluff pulp represents (around 0.6% of total net sales) and, therefore, was included in market pulp sales.
(2) 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 September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
27 Expenses by Nature
|
| September 30, |
| September 30, |
|
Cost of sales (1) |
|
|
|
|
|
Personnel expenses |
| (1,035,211 | ) | (471,023 | ) |
Variable cost |
| (5,485,017 | ) | (2,406,689 | ) |
Logistics cost |
| (2,004,928 | ) | (777,669 | ) |
Depreciation, depletion and amortization |
| (2,879,996 | ) | (1,146,740 | ) |
Amortization of fair value adjustment on business combination with Fibria and Facepa |
| (2,706,095 | ) |
|
|
Other |
| (822,179 | ) | (429,451 | ) |
|
| (14,933,426 | ) | (5,231,572 | ) |
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
Personnel expenses |
| (148,498 | ) | (102,933 | ) |
Services |
| (61,010 | ) | (62,275 | ) |
Logistics cost |
| (385,757 | ) | (216,334 | ) |
Depreciation and amortization |
| (57,435 | ) | (3,302 | ) |
Amortization of fair value adjustment on business combination with Fibria |
| (614,030 | ) |
|
|
Other (2) |
| (100,568 | ) | (48,406 | ) |
|
| (1,367,298 | ) | (433,250 | ) |
|
|
|
|
|
|
General and Administrative expenses |
|
|
|
|
|
Personnel expenses |
| (485,076 | ) | (340,625 | ) |
Services |
| (226,002 | ) | (116,927 | ) |
Depreciation and amortization |
| (38,496 | ) | (25,230 | ) |
Amortization of fair value adjustment on business combination with Fibria |
| 5,173 |
|
|
|
Other (3) |
| (143,371 | ) | (66,814 | ) |
|
| (887,772 | ) | (549,596 | ) |
|
|
|
|
|
|
Other operating (expenses) income net |
|
|
|
|
|
Rents and leases |
| 1,832 |
|
|
|
Result from sale of other products, net (4) |
| 20,113 |
| 3,090 |
|
Result from sale and disposal of property, plant and equipment and biological assets, net |
| (52,776 | ) | (17,437 | ) |
Result on fair value adjustment of biological assets |
| 83,453 |
| 5,954 |
|
Amortization of intangible assets |
| (6,055 | ) | (5,611 | ) |
Insurance reimbursement |
| 6,589 |
|
|
|
Provision for loss of judicial deposits |
| (3,284 | ) |
|
|
Amortization of fair value adjustment on business combination with Fibria, Facepa and Ibema |
| (12,022 | ) |
|
|
Sale of legal credits |
| 87,000 |
| 51,846 |
|
Tax credits - gains in tax lawsuit (ICMS from the PIS/COFINS calculation basis) (5) |
| 128,115 |
|
|
|
Other operating income (expenses), net |
| 15,482 |
| (1,245 | ) |
|
| 268,447 |
| 36,597 |
|
(1) Includes the amount of R$516,397, related to idle capacity and maintenance downtime.
(2) Includes expected credit losses, insurance, materials of use and consumption, expenses with travel, accommodation, participation in trade fairs and events.
(3) Includes corporate expenses, insurance, materials of use and consumption social projects and donations, expenses with travel and accommodation.
(4) Includes depletion from wood sold in the amount of R$4,126 (On September 30, R$7,277).
(5) For further information see note 9.
Suzano S.A.
| |
Notes to the unaudited condensed consolidated interim financial information | |
as of September 30, 2019 | |
(In thousands of R$, unless otherwise stated) |
28 Explanatory notes not disclosed
The Company disclosed 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 September 30, 2019 consolidated interim financial information because the assumptions, operations and policies have not seen any relevant changes compared to the position disclosed in the financial statements as at December 31, 2018.
29 Subsequent events
29.1 Debenture Issuance — Single Serie
On October 17, 2019, the Company announced to the market a debentures issuance, not-convertible into shares, unsecured, single serie, in the amount of R$ 750,000, with maturity date on September 15, 2028 and interest rate of 100% of CDI plus spread of 1.20% p.a.