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6-K Filing
Suzano (SUZ) 6-KCurrent report (foreign)
Filed: 27 Oct 22, 5:04pm
Exhibit 99.1
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED BALANCE SHEET
Note | September 30, 2022 | December 31, 2021 | ||||||||||
ASSETS | ||||||||||||
CURRENT | ||||||||||||
Cash and cash equivalents | 5 | 6,958,161 | 13,590,776 | |||||||||
Marketable securities | 6 | 10,907,907 | 7,508,275 | |||||||||
Trade accounts receivable | 7 | 8,664,852 | 6,531,465 | |||||||||
Inventories | 8 | 5,942,174 | 4,637,485 | |||||||||
Recoverable taxes | 9 | 502,163 | 360,725 | |||||||||
Derivative financial instruments | 4.5 | 2,308,110 | 470,261 | |||||||||
Advances to suppliers | 10 | 58,771 | 59,564 | |||||||||
Dividends receivable | 11 | 6,604 | ||||||||||
Other assets | 876,603 | 937,786 | ||||||||||
Total current assets | 36,218,741 | 34,102,941 | ||||||||||
NON-CURRENT | ||||||||||||
Marketable securities | 6 | 405,956 | 250,054 | |||||||||
Recoverable taxes | 9 | 1,401,316 | 1,269,164 | |||||||||
Deferred taxes | 12 | 5,637,742 | 8,729,929 | |||||||||
Derivative financial instruments | 4.5 | 1,680,712 | 971,879 | |||||||||
Advances to suppliers | 10 | 1,487,207 | 1,282,763 | |||||||||
Judicial deposits | 364,093 | 300,715 | ||||||||||
Other assets | 279,075 | 296,844 | ||||||||||
Biological assets | 13 | 13,066,433 | 12,248,732 | |||||||||
Investments | 14 | 558,111 | 524,066 | |||||||||
Property, plant and equipment | 15 | 47,012,355 | 38,169,703 | |||||||||
Right of use | 19.1 | 5,105,422 | 4,794,023 | |||||||||
Intangible | 16 | 15,397,201 | 16,034,339 | |||||||||
Total non-current | 92,395,623 | 84,872,211 | ||||||||||
TOTAL ASSETS | 128,614,364 | 118,975,152 |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
1
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED BALANCE SHEET
Note | September 30, 2022 | December 31, 2021 | ||||||||||
LIABILITIES | ||||||||||||
CURRENT | ||||||||||||
Trade accounts payable | 17 | 5,272,119 | 3,288,897 | |||||||||
Loans, financing and debentures | 18.1 | 2,850,556 | 3,655,537 | |||||||||
Lease liabilities | 19.2 | 654,133 | 623,282 | |||||||||
Derivative financial instruments | 4.5 | 750,396 | 1,563,459 | |||||||||
Taxes payable | 420,897 | 339,553 | ||||||||||
Payroll and charges | 647,541 | 590,529 | ||||||||||
Liabilities for assets acquisitions and associates | 23 | 1,919,150 | 99,040 | |||||||||
Dividends payable | 11 | 1,923 | 919,073 | |||||||||
Advances from customers | 112,915 | 103,656 | ||||||||||
Other liabilities | 273,990 | 368,198 | ||||||||||
Total current liabilities | 12,903,620 | 11,551,224 | ||||||||||
NON-CURRENT | ||||||||||||
Loans, financing and debentures | 18.1 | 73,209,230 | 75,973,092 | |||||||||
Lease liabilities | 19.2 | 5,595,755 | 5,269,912 | |||||||||
Derivative financial instruments | 4.5 | 4,206,646 | 6,331,069 | |||||||||
Liabilities for assets acquisitions and associates | 23 | 210,510 | 306,912 | |||||||||
Provision for judicial liabilities | 20.1 | 3,317,720 | 3,232,612 | |||||||||
Employee benefit plans | 21.2 | 676,699 | 675,158 | |||||||||
Deferred taxes | 12 | 1,118 | ||||||||||
Share-based compensation plans | 22.3 | 149,700 | 166,998 | |||||||||
Advances from customers | 136,161 | 149,540 | ||||||||||
Other liabilities | 149,004 | 143,505 | ||||||||||
Total non-current liabilities | 87,652,543 | 92,248,798 | ||||||||||
TOTAL LIABILITIES | 100,556,163 | 103,800,022 | ||||||||||
EQUITY | 24 | |||||||||||
Share capital | 9,235,546 | 9,235,546 | ||||||||||
Capital reserves | 17,091 | 15,455 | ||||||||||
Treasury shares | (2,120,324 | ) | (218,265 | ) | ||||||||
Retained earnings | 3,040,935 | 3,927,824 | ||||||||||
Other reserves | 1,766,711 | 2,114,907 | ||||||||||
Retained earnings | 16,011,694 | |||||||||||
Controlling shareholders´ | 27,951,653 | 15,075,467 | ||||||||||
Non-controlling interest | 106,548 | 99,663 | ||||||||||
Total equity | 28,058,201 | 15,175,130 | ||||||||||
TOTAL LIABILITIES AND EQUITY | 128,614,364 | 118,975,152 |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
2
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Third quarter | 9 months YTD | |||||||||||||||||||
Note | July 1 to September 30, 2022 | July 1 to September 30, 2021 | September 30, 2022 | September 30, 2021 | ||||||||||||||||
NET SALES | 27 | 14,198,749 | 10,761,855 | 35,461,239 | 29,495,460 | |||||||||||||||
Cost of sales | 29 | (6,472,670 | ) | (5,299,911 | ) | (18,028,435 | ) | (14,922,600 | ) | |||||||||||
GROSS PROFIT | 7,726,079 | 5,461,944 | 17,432,804 | 14,572,860 | ||||||||||||||||
OPERATING INCOME (EXPENSES) | ||||||||||||||||||||
Selling | 29 | (625,114 | ) | (578,101 | ) | (1,822,822 | ) | (1,656,801 | ) | |||||||||||
General and administrative | 29 | (392,663 | ) | (319,590 | ) | (1,093,895 | ) | (1,055,148 | ) | |||||||||||
Income (expense) from associates and joint ventures | 14 | 257,638 | 29,459 | 266,945 | 119,823 | |||||||||||||||
Other, net | 29 | (18,562 | ) | 18,830 | 140,864 | 1,445,226 | ||||||||||||||
OPERATING PROFIT BEFORE NET FINANCIAL INCOME (EXPENSES) | 6,947,378 | 4,612,542 | 14,923,896 | 13,425,960 | ||||||||||||||||
NET FINANCIAL INCOME (EXPENSES) | 26 | |||||||||||||||||||
Financial expenses | (1,216,422 | ) | (1,212,759 | ) | (3,399,945 | ) | (3,135,851 | ) | ||||||||||||
Financial income | 269,505 | 54,444 | 622,072 | 124,934 | ||||||||||||||||
Derivative financial instruments | 889,628 | (2,529,280 | ) | 5,510,514 | (1,290,407 | ) | ||||||||||||||
Monetary and exchange variations, net | (1,470,487 | ) | (4,077,782 | ) | 1,700,202 | (2,388,590 | ) | |||||||||||||
NET INCOME (LOSS) BEFORE TAXES | 5,419,602 | (3,152,835 | ) | 19,356,739 | 6,736,046 | |||||||||||||||
Income and social contribution taxes | ||||||||||||||||||||
Current | 12 | (204,037 | ) | (87,860 | ) | (326,674 | ) | (243,523 | ) | |||||||||||
Deferred | 12 | 232,533 | 2,281,320 | (3,094,068 | ) | (170,458 | ) | |||||||||||||
NET INCOME (LOSS) FOR THE PERIOD | 5,448,098 | (959,375 | ) | 15,935,997 | 6,322,065 | |||||||||||||||
Attributable to | ||||||||||||||||||||
Controlling shareholders’ | 5,444,887 | (961,974 | ) | 15,925,229 | 6,315,893 | |||||||||||||||
Non-controlling interest | 3,211 | 2,599 | 10,768 | 6,172 | ||||||||||||||||
Earnings (loss) per share | ||||||||||||||||||||
Basic | 25.1 | 4.13200 | (0.71298 | ) | 11.90890 | 4.68114 | ||||||||||||||
Diluted | 25.2 | 4.13132 | (0.71286 | ) | 11.90699 | 4.68032 |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
3
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Third quarter | 9 months YTD | |||||||||||||||
July 1 to September 30, 2022 | July 1 to September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||
Net income (loss) for the period | 5,448,098 | (959,375 | ) | 15,935,997 | 6,322,065 | |||||||||||
Other comprehensive income (loss) | ||||||||||||||||
Fair value investments in equity measured at fair value through other comprehensive income | (897 | ) | 1,694 | (2,955 | ) | 1,477 | ||||||||||
Tax effect on the fair value of investments | 305 | (576 | ) | 1,005 | (502 | ) | ||||||||||
Items with no subsequent effect on income | (592 | ) | 1,118 | (1,950 | ) | 975 | ||||||||||
Exchange rate variation on conversion of financial information of the subsidiaries abroad | (19,084 | ) | (10,178 | ) | (25,936 | ) | (33,055 | ) | ||||||||
Realization of the exchange variation of investment abroad (1) | (236,140 | ) | (79 | ) | (236,154 | ) | (825 | ) | ||||||||
Items with subsequent effect on income | (255,224 | ) | (10,257 | ) | (262,090 | ) | (33,880 | ) | ||||||||
5,192,282 | (968,514 | ) | 15,671,957 | 6,289,160 | ||||||||||||
Attributable to | ||||||||||||||||
Controlling shareholders’ | 5,189,071 | (971,113 | ) | 15,661,189 | 6,282,988 | |||||||||||
Non-controlling interest | 3,211 | 2,599 | 10,768 | 6,172 |
(1) | Refers substantially to the exchange rate variation by Suzano Trading Ltd., a company merged on September 30, 2022. |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
4
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to controlling shareholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share capital | Capital reserves | Retained earnings reserves | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Share issuance costs | Stock options granted | Treasury shares | Tax incentives | Legal Reserve | Reserve for capital increase | Special statutory reserve | Dividends proposed | Other reserves | Retained earnings (losses) | Total | Non- controlling interest | Total equity | |||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020 | 9,269,281 | (33,735 | ) | 10,612 | (218,265 | ) | 2,129,944 | (3,926,015 | ) | 7,231,822 | 105,556 | 7,337,378 | ||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net (loss) for the period | 6,315,893 | 6,315,893 | 6,172 | 6,322,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the period | (32,905 | ) | (32,905 | ) | (32,905 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted (note 22.3) | 3,632 | 3,632 | 3,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Unclaimed dividends forfeited | 49 | 49 | 49 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value attributable to non-controlling interest | (11,373 | ) | (11,373 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Internal changes in equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partial Realization of deemed cost, net of taxes | (108,328 | ) | 108,328 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2021 | 9,269,281 | (33,735 | ) | 14,244 | (218,265 | ) | 1,988,711 | 2,498,255 | 13,518,491 | 100,355 | 13,618,846 | |||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021 | 9,269,281 | (33,735 | ) | 15,455 | (218,265 | ) | 812,909 | 235,019 | 2,513,663 | 279,344 | 86,889 | 2,114,907 | 15,075,467 | 99,663 | 15,175,130 | |||||||||||||||||||||||||||||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income for the period | 15,925,229 | 15,925,229 | 10,768 | 15,935,997 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the period | (264,040 | ) | (264,040 | ) | (264,040 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted (note 22.3) | 4,001 | 4,001 | 4,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares granted (note 22.3) | (2,365 | ) | 2,365 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share repurchase (note 24.2) | (1,904,424 | ) | (1,904,424 | ) | (1,904,424 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unclaimed dividends forfeited | 2,309 | 2,309 | 2,309 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value attributable to non-controlling interest | �� | (3,883 | ) | (3,883 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Proposed additional dividend payment (note 1.2.2) | (97 | ) | (86,889 | ) | (86,986 | ) | (86,986 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Payment of supplementary dividends (note 1.2.3) | (719,903 | ) | (80,000 | ) | (799,903 | ) | (799,903 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Internal changes in equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reversal of the tax incentive reserve for capital increase | (502 | ) | 502 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Realization of deemed cost, net of taxes | (84,156 | ) | 84,156 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2022 | 9,269,281 | (33,735 | ) | 17,091 | (2,120,324 | ) | 812,407 | 235,019 | 1,794,165 | 199,344 | 1,766,711 | 16,011,694 | 27,951,653 | 106,548 | 28,058,201 |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
5
Suzano S.A. | |
Unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(In thousands of R$, unless otherwise stated) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
September 30, 2022 | September 30, 2021 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income (loss) for the period | 15,935,997 | 6,322,065 | ||||||
Adjustment to | ||||||||
Depreciation, depletion and amortization (Notes 26 and 29) | 5,352,198 | 5,081,318 | ||||||
Depreciation of right of use (Note 19.1) | 170,910 | 151,314 | ||||||
Sublease of ships | (11,314 | ) | (32,198 | ) | ||||
Interest expense on lease liabilities (Note 19.2) | 321,366 | 317,850 | ||||||
Result from sale and disposal of property, plant and equipment and biological assets, net (Note 29) | (26,627 | ) | (492,384 | ) | ||||
Income (expense) from associates and joint ventures (Note 14) | (266,945 | ) | (119,823 | ) | ||||
Exchange rate and monetary variations, net (Note 26) | (1,700,202 | ) | 2,388,590 | |||||
Interest expenses with financing, loans and debentures, net (Note 26) | 2,902,537 | 2,292,512 | ||||||
Premium expenses with early settlements (Note 26) | 260,289 | |||||||
Capitalized loan costs (Note 26) | (206,444 | ) | (5,060 | ) | ||||
Accrual of interest on marketable securities | (487,890 | ) | (75,408 | ) | ||||
Amortization of transaction costs (Note 26) | 53,407 | 90,270 | ||||||
Result from derivative, net (Note 26) | (5,510,514 | ) | 1,290,407 | |||||
Fair value adjustment of biological assets (Note 13) | (171,618 | ) | (564,533 | ) | ||||
Deferred income tax and social contribution (Note 12.2) | 3,094,068 | 170,458 | ||||||
Interest on actuarial liabilities (Note 21.2) | 44,443 | 41,886 | ||||||
Provision for judicial liabilities, net (Note 20.1) | 101,717 | 57,633 | ||||||
Provision for allowance for doubtful accounts, net (Note 7.3) | 2,631 | 5,685 | ||||||
Provision for inventory losses, net (Note 8.1) | 14,145 | 32,555 | ||||||
Provision (reversal) for loss of ICMS credits, net (Note 9.1) | 62,007 | 31,422 | ||||||
Tax credits (note 9) | 1,324 | (368,965 | ) | |||||
Other | 7,868 | 19,922 | ||||||
Decrease (increase) in assets | ||||||||
Trade accounts receivables | (2,074,641 | ) | (1,520,746 | ) | ||||
Inventories | (1,092,801 | ) | (656,737 | ) | ||||
Recoverable taxes | (342,011 | ) | (38,000 | ) | ||||
Other assets | 304,630 | 133,882 | ||||||
Increase (decrease) in liabilities | ||||||||
Trade accounts payables | 2,350,136 | 917,283 | ||||||
Taxes payable | 286,491 | 256,084 | ||||||
Payroll and charges | 56,758 | 57,212 | ||||||
Other liabilities | (232,613 | ) | (141,557 | ) | ||||
Cash provided by operations | 18,939,013 | 15,903,226 | ||||||
Payment of interest with financing, loans and debentures (Note 18.2) | (3,419,037 | ) | (2,633,676 | ) | ||||
Payment of premium with early settlements (Note 18.2) | (260,289 | ) | ||||||
Interest received from marketable securities | 348,536 | 53,339 | ||||||
Payment of income taxes | (216,064 | ) | (82,156 | ) | ||||
Cash provided by operating activities | 15,652,448 | 12,980,444 | ||||||
INVESTING ACTIVITIES | ||||||||
Additions to property, plant and equipment (Note 15) | (7,147,236 | ) | (1,184,218 | ) | ||||
Additions to intangible (Note 16) | (80,651 | ) | (215,545 | ) | ||||
Additions to biological assets (Note 13) | (3,522,875 | ) | (2,624,958 | ) | ||||
Proceeds from sale of property, plant and equipment | 166,057 | 1,305,791 | ||||||
Capital increase in subsidiaries and affiliates | (32,144 | ) | (51,816 | ) | ||||
Marketable securities, net | (3,096,515 | ) | (3,014,563 | ) | ||||
Advances for acquisition of wood from operations with development and partnerships | (231,636 | ) | (193,334 | ) | ||||
Dividends received | 6,604 | 6,453 | ||||||
Asset acquisition (note 1.2.4 and 1.2.5) | (2,090,062 | ) | ||||||
Cash and cash equivalents from asset acquisition | 10,590 | |||||||
Acquisition of non-controlling interests | (6,516 | ) | ||||||
Cash used in investing activities | (16,017,868 | ) | (5,978,706 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Proceeds from loans, financing and debentures (Note 18.2) | 341,481 | 16,788,680 | ||||||
Receipt (payment) of derivative transactions (Note 4.5.4) | 26,346 | (1,655,256 | ) | |||||
Payment of loans, financing and debentures (Note 18.2) | (1,673,985 | ) | (15,407,928 | ) | ||||
Payment of leases (Note 19.2) | (743,619 | ) | (697,702 | ) | ||||
Payment of dividends (Notes 1.2.2 and 1.2.3) | (1,801,579 | ) | (2,322 | ) | ||||
Liabilities for assets acquisitions and associates | (107,520 | ) | (150,735 | ) | ||||
Share repurchase | (1,904,424 | ) | ||||||
Cash used in financing activities | (5,863,300 | ) | (1,125,263 | ) | ||||
EXCHANGE VARIATION ON CASH AND CASH EQUIVALENTS | (403,895 | ) | 750,435 | |||||
Decrease in cash and cash equivalents, net | (6,632,615 | ) | 6,626,910 | |||||
At the beginning for the period | 13,590,776 | 6,835,057 | ||||||
At the end for the period | 6,958,161 | 13,461,967 | ||||||
Decrease in cash and cash equivalents, net | (6,632,615 | ) | 6,626,910 |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
6
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
1. | COMPANY´S OPERATIONS |
Suzano S.A. (“Suzano” or “Company”), is a public company with its headquarters office in Brazil, at Avenida Professor Magalhães Neto, no. 1,752 - 10th floor, rooms 1010 and 1011, Bairro Pituba, in the city of Salvador, State of Bahia, and the main business office in the city of São Paulo.
Suzano owns shares traded in B3 S.A. (“Brasil, Bolsa, Balcão - “B3”), listed on the New Market under the ticker SUZB3 and American Depositary Receipts ("ADRs") in a ratio of 1 (one) common share, Level II, traded in the New York Stock Exchange (“NYSE”) under the ticker SUZ.
The Company holds 13 industrial units, located in the cities of Cachoeiro de Itapemirim and Aracruz (Espírito Santo, State), Belém (Pará, State) being 2 units, Eunápolis and Mucuri (Bahia, State), Maracanaú (Ceará, State), Imperatriz (Maranhão, State), Jacareí, Limeira, Rio Verde and Suzano, being 2 units (São Paulo, State) and Três Lagoas (Mato Grosso do Sul, State). Additionally, it has 5 technology centers, 23 distribution centers and 3 ports, all located in Brazil.
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 wholly-owned associates in Austria, the United States of America, Switzerland and Argentina and sales offices in China.
The Company's operations also include 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 enterprise, and the sale and generation of electric energy generated in the pulp production process.
The Company is controlled by Suzano Holding S.A., through a voting agreement whereby it holds 45.77% of the common shares of its share capital.
These unaudited condensed consolidated interim financial information was approved by Board of Directors on October 25, 2022.
7
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
1.1. | Equity interest |
The Company holds equity interest in the following entities:
% equity interest | ||||||||||||||||
Entity | Main activity | Country | Type of investment | Accounting method | September 30, 2022 | December 31, 2021 | ||||||||||
Caravelas Florestal S.A. (5) (7) | Industrialization and commercialization of standing wood | Brazil | Direct | Consolidated | ||||||||||||
Celluforce Inc. | Nanocrystalline pulp research and development | Canada | Direct | Fair value through other comprehensive income | 8.28 | % | 8.28 | % | ||||||||
Ensyn Corporation | Biofuel research and development | United States of America | Direct | Equity | 26.59 | % | 26.24 | % | ||||||||
F&E Technologies LLC | Biofuel production, except alcohol | United States of America | Direct/Indirect | Equity | 50.00 | % | 50.00 | % | ||||||||
F&E Tecnologia do Brasil S.A. | Biofuel production, except alcohol | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Fibria Celulose (USA) Inc. | Business office | United States of America | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Fibria Overseas Finance Ltd. | Financial fundraising | Cayman Island | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Fibria Terminal de Celulose de Santos SPE S.A. | Port operation | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
FuturaGene Ltd. | Biotechnology research and development | England | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
FuturaGene Biotechnology Shangai Company Ltd. (1) | Biotechnology research and development | China | Indirect | Consolidated | 100.00 | % | ||||||||||
FuturaGene Delaware Inc. | Biotechnology research and development | United States of America | Indirect | Consolidated | 100.00 | % | 100.00 | % | ||||||||
FuturaGene Israel Ltd. | Biotechnology research and development | Israel | Indirect | Consolidated | 100.00 | % | 100.00 | % | ||||||||
FuturaGene Hong Kong Ltd. | Biotechnology research and development | Hong Kong | Indirect | Consolidated | 100.00 | % | 100.00 | % | ||||||||
FuturaGene Inc. | Biotechnology research and development | United States of America | Indirect | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Ibema Companhia Brasileira de Papel | Industrialization and commercialization of paperboard | Brazil | Direct | Equity | 49.90 | % | 49.90 | % | ||||||||
Maxcel Empreendimentos e Participações S.A. | Holding | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Itacel - Terminal de Celulose de Itaqui S.A. | Port operation | Brazil | Indirect | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Mucuri Energética S.A. | Power generation and distribution | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Paineiras Logística e Transportes Ltda. | Road freight transport | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Portocel - Terminal Espec. Barra do Riacho S.A. | Port operation | Brazil | Direct | Consolidated | 51.00 | % | 51.00 | % | ||||||||
Projetos Especiais e Investimentos Ltda. | Commercialization of equipment and parts | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Rio Verde Participações e Propriedades Rurais S.A. (7) | Forest assets | Brazil | Direct | Consolidated | 100.00 | % | ||||||||||
SFBC Participações Ltda. | Packaging production | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Spinnova Plc (2) | Research and development of sustainable raw materials (wood) for the textile industry | Finland | Direct | Equity | 19.10 | % | 19.14 | % | ||||||||
Stenfar S.A. Indl. Coml. Imp. Y. Exp. | Commercialization of paper and computer materials | Argentina | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Austria GmbH. | Business office | Austria | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Canada Inc. | Lignin research and development | Canada | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Finland Oy | Industrialization, commercialization of cellulose, microfibrillated cellulose and paper. | Finland | Direct | Consolidated | 100.00 | % | 100.00 | % |
8
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
Suzano International Trade GmbH. | Business office | Austria | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Material Technology Development Ltd. (6) | Biotechnology research and development | China | Direct | Consolidated | 100.00 | % | ||||||||||
Suzano Operações Industriais e Florestais S.A. | Industrialization, commercialization and exportation of pulp | Brazil | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Pulp and Paper America Inc. | Business office | United States of America | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Pulp and Paper Europe S.A. | Business office | Switzerland | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Shanghai Ltd. | Business office | China | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Trading International KFT | Business office | Hungary | Direct | Consolidated | 100.00 | % | 100.00 | % | ||||||||
Suzano Trading Ltd. (7) | Business office | Cayman Island | Direct | Consolidated | 100.00 | % | ||||||||||
Suzano Ventures LLC (3) | Corporate venture capital | United States of America | Direct | Consolidated | 100.00 | % | ||||||||||
Veracel Celulose S.A. | Industrialization, commercialization and exportation of pulp | Brazil | Direct | Proportional Consolidated | 50.00 | % | 50.00 | % | ||||||||
Vitex BA Participações S.A. (4) (7) | Holding | Brazil | Direct | Consolidated | ||||||||||||
Parkia BA Participações S.A. (4) (7) | Holding | Brazil | Direct/Indirect | Consolidated | ||||||||||||
Garacuí Comercial Ltda. (4) (7) | Industrialization and commercialization of standing wood | Brazil | Indirect | Consolidated | ||||||||||||
Vitex SP Participações S.A. (4) (7) | Holding | Brazil | Direct | Consolidated | ||||||||||||
Parkia SP Participações S.A. (4) (7) | Holding | Brazil | Direct/Indirect | Consolidated | ||||||||||||
Sobrasil Comercial Ltda. (4) (7) | Industrialization and commercialization of standing wood | Brazil | Indirect | Consolidated | ||||||||||||
Vitex MS Participações S.A. (4) (7) | Holding | Brazil | Direct | Consolidated | ||||||||||||
Parkia MS Participações S.A. (4) (7) | Holding | Brazil | Direct/Indirect | Consolidated | ||||||||||||
Duas Marias Comercial Ltda. (4) (7) | Industrialization and commercialization of standing wood | Brazil | Indirect | Consolidated | ||||||||||||
Vitex ES Participações S.A. (4) (7) | Holding | Brazil | Direct | Consolidated | ||||||||||||
Parkia ES Participações S.A. (4) (7) | Holding | Brazil | Direct/Indirect | Consolidated | ||||||||||||
Claraíba Comercial Ltda. (4) (7) | Industrialization and commercialization of standing wood | Brazil | Indirect | Consolidated | ||||||||||||
Woodspin Oy | Development, production, distribution and commercialization of wood-based textile fibers, yarns and filaments, produced from cellulose and microfibrillated cellulose. | Finland | Direct/Indirect | Equity | 50.00 | % | 50.00 | % |
1) | Equity interest dissolution in the period. |
2) | On February 14, May 31, and August 17, 2022, the equity interest was changed as a result of the issuance of new shares by the entity in compliance with its stock option program. |
3) | On May 17, 2022, incorporated of equity interest. |
4) | On June 22, 2022, acquisition of equity interest (note 1.2.4). |
5) | On August 9, 2022, acquisition of equity interest (note 1.2.5). |
6) | On September 22, 2022, establishment of legal entity with full equity interest from Suzano S.A. |
7) | On September 30, 2022, merger of the entity by Suzano S.A. due to corporate reorganization. |
9
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
1.2. | Major events in the nine-month period ended September 30, 2022 |
1.2.1. | Effects of the war between Russia and Ukraine |
As a result of the current conflict between Russia and Ukraine, the Company continuously monitors its effects, direct and indirect, reflected in society, economy and markets (global and domestic), with the objective of evaluating possible impacts and risks for your business.
Therewith, we can separate the Company's assessment into four main areas:
(i) | Personnel: Suzano does not have employees or facilities of any nature in any of the locations related to the conflict. |
(ii) | Supply Chain: the Company did not identify any short-term or long-term risk of a possible interruption or shortage of materials to its industrial and forestry activities. So far, only greater volatility has been observed in commodities and energy prices. |
(iii) | Logistics: internationally, there was no change in logistical operations, which means, all the routes used kept unchanged and the moorings in the planned locations have been maintained. At the domestic level, no change in logistical flows was identified either. |
(iv) | Commercial: to date, the Company continues with its transactions as planned, maintaining service to its customers in all its sectors of activity. Only the suspension of sales to a few customers located in Russia was determined, without any significant financial impact. |
At last, it is appropriate to inform that, as a result of the current scenario, the Company has maintained actions to expand the monitoring together with its main stakeholders, in order to ensure the necessary updating and the flow of information in a timely manner to the dynamics of the global conjuncture for its decision making.
1.2.2. | Interim dividends |
On January 7, 2022, through a notice to shareholders, it was approved the distribution of dividends by the Company in the total amount of R$1,000,000, at the ratio of R$0.741168104 per Company share, considering the number of “ex-treasury” shares on the present date, declared “ad referendum” of the General Meeting that approved the accounts for the fiscal year ended December 31, 2021, to the balance of retained earnings ascertained in the 3rd trimester of 2021 and in compliance with the net income calculated on the semi-annual balance sheet dated June 30, 2021, even after the resolution at the Company’s Extraordinary General Meeting, held on October 25, 2021, which approved the full offsetting of the Company’s accumulated losses, through partial deduction of the balance of retained earnings. Interim dividends will be allocated to the mandatory minimum dividend for the fiscal year ended December 31, 2021.
The payment of interim dividends was made on January 27, 2022, in Brazilian Reais. There was no monetary restatement or incidence of interest between the dividend declaration date and the effective payment date.
Dividends are exempt from Income Tax, in accordance with the Brazilian legislation.
10
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
1.2.3. | Supplementary dividends |
On April 26, 2022, through a notice to shareholders, it was approved the distribution of supplementary dividends by the Company, in the amount of R$799,903, at the ratio of R$0.592805521, considering the number of “ex-treasury” shares, on the present date.
The payment of the supplementary dividends was on May 13, 2022, in Brazilian Reais. There was no monetary restatement or incidence of interest between the dividend declaration date and the effective payment date.
Dividends are exempt from Income Tax, in accordance with the current legislation.
1.2.4. | Share purchase and sale agreement - Parkia |
On April 28, 2022, through material fact, the Company announced that entered into the “Share Purchase and Sale Agreement” on April 27, 2022, of among, on one side, as purchaser, the Company, and, on the other side, as sellers, Investimentos Florestais Fundo de Investimento em Participações Multiestratégia (“FIP”) and Arapar Participações S.A (“Arapar” and, together with the FIP, the “Sellers”), as well as the Target Companies as intervening parties (“SPA”) whereby the parties agreed on the terms and conditions for the acquisition by the Company, on the closing date, of the totality of shares held by the Sellers in the following companies: (i) Vitex SP Participações S.A. (ii) Vitex BA Participações S.A. (iii) Vitex ES Participações S.A. (iv) Vitex MS Participações S.A. (v) Parkia SP Participações S.A. (vi) Parkia BA Participações S.A. (vii) Parkia ES Participações S.A. and (viii) Parkia MS Participações S.A. (“Target Companies” and “Transaction”).
In consideration for the shares of the Target Companies, the Company agreed to pay US$667,000 (equivalent to R$3,444,255 on the date of signature of the contract). The consideration was subject to post-closing price adjustments, based on the working capital variations of the Target Companies.
The closing of the Transaction was subject to the fulfillment of conditions precedent, and approval of the Transaction by the Brazilian antitrust authorities (“Conselho Administrativo de Defesa Econômica - CADE”), the corporate approvals by the Parties and by the Company, through General Shareholders’ Meeting.
On June 22, 2022, the Company concluded the acquisition of the entire share capital of the Target Companies and the first installment in the amount of US$330,000 (equivalent to R$1,704,054 on the transaction date) was paid. The second installment, in the amount of US$337,000 (equivalent to R$1,740,201 on June 30, 2022), recorded under Liabilities for assets acquisitions and associates, and held in United States dollars with maturity in June 2023. The price was adjusted and paid by R$18,726, as provided in contract.
Considering the characteristics of the assets (substantially land, without processes that characterize a business), the Company elected to apply the optional test to identify concentration of fair value under paragraph B7A of IFRS 3. The transaction was accounted for as an asset acquisition given that the principal asset (property, plant and equipment) concentrates substantially all of the fair value of the acquired set of assets.
The impact of this acquisition is reflected within the line-item asset acquisition, net of cash in the consolidated statement of cash flows. The cash of the Target Companies is R$4,185.
11
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
On September 30, 2022, the Company merger the Target Companies, whose direct and indirect equity value was R$9,152,692. The merger did not result in a capital increase, given that the Company held, directly or indirectly, 100% of the capital stock of the Target Companies.
1.2.5. | Share purchase and sale agreement – Caravelas |
On June 29, 2022, through a Notice to the Market, the Company informed by means of the execution, of the “Share Purchase Agreement” the Company, as purchaser, on the closing date, will acquire the totality of shares issued by Caravelas Florestal S.A. (“Caravelas”).
In consideration for the shares of the Caravelas, the Company agreed to pay the price corresponding to R$336,000 Brazilian Reais which would be subjected to money adjustments up to closing and paid in one installment after the fulfillment of conditions precedent, market practice in similar transactions, including the approval/final decision of the Transaction by the Brazilian antitrust authorities. The base price is subject to inflation and post-closing price adjustments based on the debt, cash position and other costs related to the Caravelas.
On August 9, 2022, the Company completed the acquisition of all the shares of the Caravelas and, considering the reassessment and adjustments provided for in the contract, paid R$356,854, subject to post-closing adjustments, based on the variation in debt, cash and other costs involved of the Caravelas. The price was adjusted and paid by R$10,428, as provided in contract.
The Company elected to apply the optional test to identify concentration of fair value under paragraph B7A of IFRS 3. The transaction was accounted for as an asset acquisition given that the principal asset (property, plant and equipment) concentrates substantially all of the fair value of the acquired set of assets.
On September 30, 2022, the Company merger the Caravelas, whose equity value was R$111,323. The merger did not result in a capital increase, given that the Company held 100% of the capital stock of the Caravelas.
2. | BASIS OF PREPARATION AND PRESENTATION OF UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION |
The Company’s unaudited condensed consolidated interim financial information, of the nine-month period ended September 30, 2022, are prepared in compliance with the international standard IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and disclose all the applicable significant information related to the financial information, which is consistent with the information used by Management in the performance of its duties.
The Company’s unaudited condensed consolidated interim financial information are expressed in thousands of Brazilian Reais (“R$”), as well as the amounts of other currencies, when applicable, were also expressed in thousands, unless otherwise stated.
The preparation of unaudited condensed consolidated interim financial information requires Management to make judgments, use estimates and adopt policies in the process of applying accounting practices that affect the disclosed amounts of revenues, expenses, assets and liabilities, including the disclosure of contingent liabilities assumed. However, the uncertainty inherent to these judgements, assumptions and estimates could result in material adjustments to the carrying amount of certain assets and liabilities in future periods.
12
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The Company reviews its judgments, estimates and assumptions continually as disclosed in the annual financial statements for the year ended December 31, 2021 (Note 3.2.34). There were no changes in these judgments, estimates and assumptions compared to disclosed on December 31, 2021.
The consolidated financial statements were prepared on historical cost basis, except for the following material items recognized:
(i) | derivative and non-derivative financial instruments measured at fair value; |
(ii) | share-based payments and employee benefits measured at fair value; and |
(iii) | biological assets measured at fair value; |
The main accounting policies applied in the preparation of these unaudited condensed consolidated interim financial information are presented in Note 3.
The unaudited condensed consolidated interim financial information was prepared under the going concern assumption.
3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The unaudited condensed consolidated interim financial information was prepared based on the information of Suzano and its associates on the nine-month period ended September 30, 2022, as well as in accordance with consistent accounting practices and policies.
The unaudited condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended December 31, 2021, considering that its purpose is to provide an update on the activities, events and significant circumstances in relation to those disclosed in the consolidated financial statements. Therefore, unaudited condensed consolidated interim financial information focus on new activities, events and circumstances and do not duplicate the information previously disclosed, except when Management judges that the maintenance of the information is relevant.
The accounting policies have been consistently applied to all consolidated companies.
There were no changes on such policies and estimates calculation methodologies, except for the application of the new accounting policies as of January 1, 2022 and whose estimated impact was disclosed in the annual financial statements of December 31, 2021, as disclosed in the Note 3.1.
3.1. | New accounting policies and changes in accounting policies adopted |
The new standards and interpretations issued, until the issuance of the Company’s unaudited condensed consolidated interim financial information, are described below.
13
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
3.1.1. | Accounting policies adopted |
3.1.1.1. | Business Combination IFRS 3 – Reference to the conceptual framework(Applicable on/or after January 1, 2022. Early adoption is permitted if the entity also adopts all other updated references (published together with the updated Conceptual Framework) on the same date or earlier. |
The amendments update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Structure. It also include in IFRS 3 the requirement that, for obligations within the scope of IAS 37, the buyer applies IAS 37 to determine whether there is a present obligation on the acquisition date due to past events. For a tax within the scope of IFRIC 21 - Levies, the buyer applies IFRIC 21 to determine whether the event that resulted in the obligation to pay the tax occurred up to the date of acquisition.
The amendments add an explicit statement that the buyer does not recognize contingent assets acquired in a business combination.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.1.2. | IAS 37 - Onerous contracts: Cost to fulfill an onerous contract (Applicable for annual periods on/or after January 1, 2022, early adoption permitted) |
The amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets clarify what “costs to fulfill a contract” represent when an onerous contract is assessed. Some entities that apply the “incremental cost” approach may have the value of their provisions increased, or new provisions recognized for onerous contracts as a result of the new definition.
The need for clarification was caused by the introduction of IFRS 15, which replaced the existing requirements related to revenue, including guidelines contained in IAS 11, which dealt with construction contracts. While IAS 11 specified which costs were included as costs to fulfill a contract, IAS 37 did not do, generating a diversity of practice. The amendment aims to clarify which costs should be included in the assessment.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.1.3. | Property, plant and equipment - IAS 16 – Revenue earned before an asset is ready for its intended use (Applicable for annual periods beginning on/or after January 1, 2022, early adoption permitted) |
In the process of building an item of property, plant and equipment for its intended use, an entity may in the same time produce and sell products generated in the process of construction of the item of property, plant and equipment. Before the change proposed by the IASB, in practice, several ways of accounting for such revenues were found. The IASB has amended the standard to provide guidance on accounting for such revenues and related production costs.
With the new proposal, the sale revenue is no longer deducted from the cost of property, plant and equipment, but is recognized in the income statement together with the production costs of these items. IAS 2 Inventories must be applied in the identification and measurement of production costs.
The Company assessed the content of this pronouncement and did not identify any impacts.
14
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
3.1.1.4. | IFRS 1 – First-time adoption of International Financial Reporting Standards (Applicable for annual periods beginning on/or after January 1, 2022, early adoption permitted) |
The amendment provides additional relief to a subsidiary which becomes a first-time adopter later than its parent in respect of accounting for cumulative translation differences. As a result of the amendment, a subsidiary that uses the exemption in IFRS 1:D16(a) can now also elect to measure cumulative translation differences for all foreign operations at the carrying amount that would be included in the parent’s consolidated financial statements, based on the parent’s date of transition to IFRS Standards, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. A similar election is available to an associate or joint venture that uses the exemption in IFRS 1:D16(a).
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.1.5. | IFRS 9 – Financial instruments (Applicable for annual periods beginning on/or after January 1, 2022, early adoption permitted) |
The amendment clarifies that in applying the ‘10 per cent’ test to assess whether to derecognise a financial liability, an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf.
The amendment is applied prospectively to modifications and exchanges that occur on or after the date the entity first applies the amendment.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.1.6. | IAS 41 – Agriculture (Applicable for annual periods beginning on/or after January 1, 2022, early adoption permitted) |
The amendment removes the requirement in IAS 41 for entities to exclude cash flows for taxation when measuring fair value. This aligns the fair value measurement in IAS 41 with the requirements of IFRS 13 Fair Value Measurement to use internally consistent cash flows and discount rates and enables preparers to determine whether to use pretax or post-tax cash flows and discount rates for the most appropriate fair value measurement.
The amendment is applied prospectively, i.e. for fair value measurements on or after the date an entity initially applies the amendment.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.2. | Accounting policies not yet adopted |
The new and changed standards and interpretations issued, but not yet adopted as of September 30, 2022, are described below. The Company intends to adopt these new standards, changes and interpretations, if applicable, when it come into force and does not expect to have a material impact on the financial statements.
15
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
3.1.2.1. | Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (The effective date of the amendments has yet to be set by IASB; however, earlier application to the amendments is permitted) |
The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture, that is accounted for using the equity method, are recognised in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.
3.1.2.2. | Presentation of the financial statements – IAS 1 – Classification of liabilities as current and non-current (Applicable for annual periods beginning on/or after January 1, 2023, early adoption permitted) |
The amendments to IAS 1 affect only the presentation of liabilities as current or non-current in the balance sheet and not the amount or the time of recognition of any asset, liability, income or expense, or the information disclosed about these items.
The amendments clarify that the classification of liabilities as current or non-current is based on the rights existing at the balance sheet date, specify that the classification is not affected by expectations about whether an entity will exercise its right to postpone the settlement of the liability, explain that the rights exist if restrictive clauses are complied with at the balance sheet date, and introduce the definition of 'settlement' to clarify that refers to the transfer to a counterparty; a cash value, equity instruments, other assets or services.
3.1.2.3. | Amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements – Disclosure of Accounting Policies (Applicable for annual periods beginning on/or after January 1, 2023, early adoption permitted) |
The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.
16
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
3.1.2.4. | Amendments to IAS 8 Definition of Accounting Estimates (Applicable for annual periods beginning on/or after January 1, 2023) |
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted. However, the Board retained the concept of changes in accounting estimates in the Standard with the following clarifications:
(i) | A change in accounting estimate that results from new information or new developments is not the correction of an error |
(ii) | The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors |
3.1.2.5. | Amendments to IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction (Applicable for annual periods beginning on/or after January 1, 2023) |
The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences.
Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and affects neither accounting nor taxable profit. For example, this may arise upon recognition of a lease liability and the corresponding right-of-use asset applying IFRS 16 at the commencement date of a lease.
Following the amendments to IAS 12, an entity is required to recognise the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12.
The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period an entity recognises:
(i) | a deferred tax asset (to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised) and a deferred tax liability for all deductible and taxable temporary differences associated with: |
· | right-of-use assets and lease liabilities; and |
· | decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the related asset. |
17
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(ii) | the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date. |
4. | FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT |
4.1. | Financial risks management |
4.1.1. | Overview |
In the nine-month period ended September 30, 2022, there were no significant changes in the financial risk management policies and procedures compared to those disclosed in the annual financial statements for the year ended December 31, 2021 (Note 4).
The Company maintained its conservative approach and strong cash and marketable securities position, as well as its hedge policy.
4.1.2. | Rating |
All transactions with financial instruments are recognized for accounting purposes and classified in the following categories:
Note | September 30, 2022 | December 31, 2021 | |||||||||
Assets | |||||||||||
Amortized cost | |||||||||||
Cash and cash equivalents | 5 | 6,958,161 | 13,590,776 | ||||||||
Trade accounts receivable | 7 | 8,664,852 | 6,531,465 | ||||||||
Dividends receivable | 11 | 6,604 | |||||||||
Other assets (1) | 833,224 | 886,112 | |||||||||
16,456,237 | 21,014,957 | ||||||||||
Fair value through other comprehensive income | |||||||||||
Investments - Celluforce | 14.1 | 25,403 | 28,358 | ||||||||
25,403 | 28,358 | ||||||||||
Fair value through profit or loss | |||||||||||
Derivative financial instruments | 4.5.1 | 3,988,822 | 1,442,140 | ||||||||
Marketable securities | 6 | 11,313,863 | 7,758,329 | ||||||||
15,302,685 | 9,200,469 | ||||||||||
31,784,325 | 30,243,784 | ||||||||||
Liabilities | |||||||||||
Amortized cost | |||||||||||
Trade accounts payable | 17 | 5,272,119 | 3,288,897 | ||||||||
Loans, financing and debentures | 18.1 | 76,059,786 | 79,628,629 | ||||||||
Lease liabilities | 19.2 | 6,249,888 | 5,893,194 | ||||||||
Liabilities for assets acquisitions and associates | 23 | 2,129,660 | 405,952 | ||||||||
Dividends payable | 11 | 1,923 | 919,073 | ||||||||
Other liabilities (1) | 143,057 | 164,216 | |||||||||
89,856,433 | 90,299,961 | ||||||||||
Fair value through profit or loss | |||||||||||
Derivative financial instruments | 4.5.1 | 4,957,042 | 7,894,528 | ||||||||
4,957,042 | 7,894,528 | ||||||||||
94,813,475 | 98,194,489 | ||||||||||
63,029,150 | 67,950,705 |
1) | Does not include items not classified as financial instruments. |
18
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.1.3. | Fair value of loans and financing |
The estimated fair values of loans and financing are set forth below:
Yield used to discount/ methodology | September 30, 2022 | December 31, 2021 | ||||||||
Quoted in the secondary market | ||||||||||
In foreign currency | ||||||||||
Bonds | Secondary Market | 38,848,912 | 51,183,520 | |||||||
Estimated to present value | ||||||||||
In foreign currency | ||||||||||
Export credits (“Prepayment”) | LIBOR | 18,645,961 | 19,441,297 | |||||||
In local currency | ||||||||||
BNDES – TJLP | DI 1 | 311,859 | 355,494 | |||||||
BNDES – TLP | DI 1 | 842,142 | 686,247 | |||||||
BNDES – Fixed | DI 1 | 27,303 | 44,544 | |||||||
BNDES – Selic (“Special Settlement and Custody System”) | DI 1 | 573,701 | 543,269 | |||||||
BNDES - Currency basket | DI 1 | 14,440 | 25,001 | |||||||
CRA (“Agribusiness Receivables Certificate”) | DI 1/IPCA | 1,805,371 | 3,281,250 | |||||||
Debentures | DI 1 | 5,783,547 | 5,633,533 | |||||||
NCE (“Export Credit Notes”) | DI 1 | 1,339,385 | 1,352,291 | |||||||
NCR (“Rural Credit Notes”) | DI 1 | 284,523 | 289,344 | |||||||
Export credits (“Prepayment”) | DI 1 | 1,292,570 | 1,321,449 | |||||||
69,769,714 | 84,157,239 |
The Management considers that for its other financial liabilities measured at amortized cost, its book values approximate to their fair values and therefore the information on their fair values is not being presented.
4.2. | Liquidity risk management |
As disclosed in the annual financial statements (Note 4) as of December 31, 2021, the Company’s purpose is maintaining a strong cash and marketable securities position to meet its financial and operating obligations. The amount held as cash is used for payments expected in the normal course of its operations, while the cash surplus amount is invested, in general, in highly liquid financial investments according to Cash Management Policy.
The cash position is monitored by the Company’s Management, by means of management reports and participation in performance meetings with determined frequency. In the nine-month period ended September 30, 2022, the variation in cash and marketable securities were as expected and the cash generated in the operation was used for the most part to investments and debt service.
On February 8, 2022, the Company, through its subsidiaries Suzano Pulp and Paper Europe S.A. and Suzano International Trade GmbH, in order to improve the management of financial liquidity, took a credit line (“Revolver Credit Facility”), increasing the total available in revolving credit lines from US$500,000 to US$1,275,000. Regarding to the amount taken, US$100,000 is available until February 2024, this remaining amount of the line already in force since February 2019, in the original amount of US$500,000. The additional amount of US$1,175,000 is available until February 2027 and has the same financial costs as the line in force until February 2024. On September 30, 2022, the Revolver Credit Facility were available, but not used.
19
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The Company signed with the Brazilian National Bank for Economic and Social Development (“BNDES”) a Credit Limit Opening Agreement (“CALC”), a Revolving Credit Limit, in the amount of up to R$3,000,000, to be disbursed in the coming years in forest, social and industrial investments. As of September 30, 2022, the line was available but not used.
All derivatives financial instruments were in the over-the-counter derivatives and do not require deposit of guarantee margins.
The remaining contractual maturities of financial liabilities are disclosed at the date of this financial information reporting date. The amounts as set forth below, consist in the undiscounted cash flows and include interest payments and exchange rate variation, and therefore may not be reconciled with the amounts disclosed in the balance sheet.
September 30, 2022 | ||||||||||||||||||||||||
Book value | Future value | Up to 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | |||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Trade accounts payables | 5,272,119 | 5,272,119 | 5,272,119 | |||||||||||||||||||||
Loans, financing and debentures | 76,059,786 | 105,886,912 | 6,648,991 | 7,963,605 | 39,710,505 | 51,563,811 | ||||||||||||||||||
Lease liabilities | 6,249,888 | 11,185,913 | 1,025,697 | 1,259,788 | 1,818,799 | 7,081,629 | ||||||||||||||||||
Liabilities for asset acquisitions and associates | 2,129,660 | 2,170,631 | 1,952,296 | 99,895 | 58,229 | 60,211 | ||||||||||||||||||
Derivative financial instruments | 4,957,042 | 7,589,830 | 822,782 | 1,562,312 | 5,204,736 | |||||||||||||||||||
Dividends payable | 1,923 | 1,923 | 1,923 | |||||||||||||||||||||
Other liabilities | 143,057 | 143,056 | 58,315 | 84,741 | ||||||||||||||||||||
94,813,475 | 132,250,384 | 15,782,123 | 10,970,341 | 46,792,269 | 58,705,651 |
December 31, 2021 | ||||||||||||||||||||||||
Book value | Future value | Up to 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | |||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Trade accounts payables | 3,288,897 | 3,288,897 | 3,288,897 | |||||||||||||||||||||
Loans, financing and debentures | 79,628,629 | 111,723,608 | 6,357,717 | 5,761,795 | 36,672,089 | 62,932,007 | ||||||||||||||||||
Lease liabilities | 5,893,194 | 10,676,580 | 937,964 | 1,780,115 | 1,632,555 | 6,325,946 | ||||||||||||||||||
Liabilities for asset acquisitions and associates | 405,952 | 467,499 | 111,438 | 131,371 | 144,171 | 80,519 | ||||||||||||||||||
Derivative financial instruments | 7,894,528 | 11,774,569 | 1,688,266 | 1,391,727 | 8,694,576 | |||||||||||||||||||
Dividends payable | 919,073 | 919,073 | 919,073 | |||||||||||||||||||||
Other liabilities | 164,216 | 164,216 | 92,123 | 72,093 | ||||||||||||||||||||
98,194,489 | 139,014,442 | 13,395,478 | 9,137,101 | 47,143,391 | 69,338,472 |
4.3. | Credit risk management |
In the nine-month period ended September 30, 2022, there were no significant changes in the credit risk management policies compared to those disclosed in the annual financial statements for the year ended of December 31, 2021 (Note 4).
20
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.4. | Market risk management |
In the nine-month period ended September 30, 2022, there were no significant changes in the market risk management policies and procedures compared to those disclosed in the annual financial statements for the year ended December 31, 2021 (Note 4).
4.4.1. | Exchange rate risk management |
As disclosed in the financial statements for the year ended December 31, 2021 (Note 4), the Company enter into U.S.Dollar selling transactions in the futures markets, including strategies involving options, to ensure attractive levels of operating margins for a portion of revenue. Such transactions are limited to a percentage of the net surplus foreign currency over an 18-months’ time horizon and therefore, are matched to the availability of currency for sale in the short term.
The assets and liabilities that are exposed to foreign currency, substantially in U.S. Dollars, are set forth below:
September 30, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Cash and cash equivalents | 6,263,893 | 13,411,978 | ||||||
Marketable securities | 7,380,624 | 2,394,667 | ||||||
Trade accounts receivables | 7,014,692 | 5,043,453 | ||||||
Derivative financial instruments | 2,629,475 | 1,028,450 | ||||||
23,288,684 | 21,878,548 | |||||||
Liabilities | ||||||||
Trade accounts payables | (1,433,636 | ) | (605,557 | ) | ||||
Loans and financing | (63,443,491 | ) | (65,972,300 | ) | ||||
Liabilities for asset acquisitions and associates | (2,120,195 | ) | (273,179 | ) | ||||
Derivative financial instruments | (4,941,815 | ) | (7,362,631 | ) | ||||
(71,939,137 | ) | (74,213,667 | ) | |||||
(48,650,453 | ) | (52,335,119 | ) |
4.4.1.1. | 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 recognized, as they reflect the translation into Brazilian Reais on the base date of the balance sheet (R$ to U.S.$ = R$5.4066).
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.
21
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The following table set forth the potential impacts in absolute amounts:
September 30, 2022 | ||||||||||||
Effect on profit or loss and equity | ||||||||||||
Probable (base value) | Possible (25%) | Remote (50%) | ||||||||||
Cash and cash equivalents | 6,263,893 | 1,565,973 | 3,131,947 | |||||||||
Marketable securities | 7,380,624 | 1,845,156 | 3,690,312 | |||||||||
Trade accounts receivable | 7,014,692 | 1,753,673 | 3,507,346 | |||||||||
Trade accounts payable | 1,433,636 | 358,409 | 716,818 | |||||||||
Loans and financing | 63,443,491 | 15,860,873 | 31,721,746 | |||||||||
Liabilities for asset acquisitions and associates | 2,120,195 | 530,049 | 1,060,098 |
4.4.1.2. | Sensitivity analysis – foreign exchange rate exposure – financial instruments derivatives |
The Company hires sales operations of U.S. Dollar in the futures markets, including strategies with options, in order to ensure attractive levels of operating margins for a portion of revenue. These operations are limited to a percentage of the net foreign exchange surplus over the 18-month horizon or to investments in the Cerrado Project according to the extraordinary hedge described above and, therefore, are attached to the availability of ready-to-sell foreign exchange in the short term.
In addition to the operational hedge described above, the Company also taken debt hedge linked to the dollar and subject to exchange variation, seeking to adjust the debt's exchange rate index to the cash generation currency, as provided for in its financial policies.
For the calculation of mark-to-market (“MtM”), the exchange rate of the last business day of the quarter was used. These market movements caused a positive impact on the mark-to-market hedge position entered by the Company.
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, from the base scenario of the nine-month period ended September 30, 2022.
It is important to mention that the impact caused by fluctuations in the exchange rate, whether positive or negative, will also affect the hedged asset. Therefore, even though there was a positive impact on the fair value of derivative transactions in the period, this impact was offset by the negative effect on the Company's cash flow.
The following table set forth the potential impacts assuming these scenarios:
September 30, 2022 | ||||||||||||||||||||
Effect on profit or loss and equity | ||||||||||||||||||||
Probable (base value) | Possible (+25%) | Remote (+50%) | Possible (-25%) | Remote (-50%) | ||||||||||||||||
Dollar/Real quotation | 5.4066 | 6.75825 | 8.1099 | 4.05495 | 2.7033 | |||||||||||||||
Financial instruments derivatives | ||||||||||||||||||||
Derivatives options | 1,032,978 | (4,922,901 | ) | (11,265,901 | ) | 6,279,219 | 13,600,937 | |||||||||||||
Derivatives swaps | (2,033,979 | ) | (2,939,779 | ) | (5,879,559 | ) | 2,939,779 | 5,879,559 | ||||||||||||
Derivatives Non-Deliverable Forward (‘NDF’) | (43,309 | ) | (316,101 | ) | (632,203 | ) | 316,101 | 632,203 | ||||||||||||
Embedded derivatives | 73,432 | (70,931 | ) | (141,861 | ) | 70,931 | 141,861 | |||||||||||||
NDF parity derivatives (1) | (48,858 | ) | (12,214 | ) | (24,429 | ) | 12,214 | 24,429 |
22
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
September 30, 2022 | ||||||||||||||||||||
Effect on profit or loss and equity | ||||||||||||||||||||
Probable (base value) | Possible (+25%) | Remote (+50%) | Possible (-25%) | Remote (-50%) | ||||||||||||||||
Dollar/Euro quotation | 0.9785 | 1.223125 | 1.46775 | 0.733875 | 0.48925 | |||||||||||||||
Financial instruments derivatives | ||||||||||||||||||||
NDF parity derivatives (1) | (48,858 | ) | 936,393 | 1,872,787 | (936,393 | ) | (1,872,787 | ) |
(1) | Long positions at the EUR/US$ parity in order to protect the CAPEX cash flow of the Cerrado Project against the appreciation of the Euro. |
4.4.2. | Interest rate risk management |
Fluctuations in interest rates may imply effects of increased or reduced costs on new loans and operations already hired.
The Company is constantly looking for alternatives for the use of financial instruments in order to avoid negative impacts on its cash flow.
Considering the extinction of LIBOR in June 2023, the Company is evaluating its contracts with clauses that envisage the discontinuation of the interest rate. Most debt contracts linked to LIBOR have some clause to replace this rate with a reference index or equivalent interest rate and, for contracts that do not have a specific clause, a renegotiation will be carried out between the parties. Derivative contracts linked to LIBOR provide for a negotiation between the parties for the definition of a new rate or an equivalent rate will be provided by the calculation agent.
It is worth mentioning that the clauses related to replacement of the indexes in the Company's debt contracts indexed to LIBOR, establish that any replacement of the indexation rate in the contracts can only be evaluated in two circumstances (i) after the communication from an official government entity with formalization of the replacement/extinguishment of the effective rate of the contract, and this communication must define the exact date on which LIBOR will be extinguished and / or (ii) syndicated operations begin to be executed at a rate indexed to the Secured Overnight Financing Rate (“SOFR”). Considering that on March 5, 2021, the Financial Conduct Authority (“FCA”) announced the date of extinction of LIBOR 3M for June 30, 2023, the Company can, from this announcement, began negotiations terms of exchange of indexes for its debt contracts and related derivatives.
The Company mapped all contracts subject to LIBOR reform that have yet to transition to an alternative benchmark rate in September 30, 2022. The Company has R$17,519,573 related to loan and financing contracts and R$491,318 related to derivative contracts and, initiated contact with the respective counterparties of each contract, to ensure that the terms and good market practices are adopted at the time of the transition of the index until June 2023, and these terms are still under negotiation between the parties.
The Company understands that it will not be necessary to change the risk management strategy due to the change in the indexes of the financial contracts linked to LIBOR.
The Company believes it is reasonable to assume that the negotiation of the indexes in its contracts, will move towards to the replacement of LIBOR by SOFR, because the SOFR is the new interest rate adopted by the capital market. Based on the information available, the Company does not expect to have significant impact on its debts and derivatives linked to LIBOR.
23
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.4.2.1. | 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”) which may impact the 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.
The following table set forth the potential impacts in absolute amounts:
September 30, 2022 | ||||||||||||
Effect on profit or loss and equity | ||||||||||||
Probable | Possible (25%) | Remote (50%) | ||||||||||
CDI/SELIC | ||||||||||||
Cash and cash equivalents | 651,039 | 22,217 | 44,433 | |||||||||
Marketable securities | 2,769,661 | 94,515 | 189,029 | |||||||||
Loans and financing | 8,078,372 | 275,674 | 551,349 | |||||||||
TJLP | ||||||||||||
Loans and financing | 333,760 | 5,849 | 11,698 | |||||||||
LIBOR | ||||||||||||
Loans and financing | 17,519,573 | 164,452 | 328,905 |
4.4.2.2. | Sensitivity analysis – exposure to interest rates – financial instruments derivatives |
This analysis assumes that all other variables 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, 2022 | ||||||||||||||||||||
Effect on profit or loss and equity | ||||||||||||||||||||
Probable | Probable (+25%) | Remote (+50%) | Probable (-25%) | Remote (-50%) | ||||||||||||||||
CDI | ||||||||||||||||||||
Financial instruments derivatives | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||
Derivative options | 1,032,978 | (481,334 | ) | (930,596 | ) | 519,822 | 1,085,268 | |||||||||||||
Derivative swaps | (2,033,979 | ) | (16,384 | ) | (32,465 | ) | 16,614 | 33,361 | ||||||||||||
LIBOR | ||||||||||||||||||||
Financial instruments derivatives | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||
Derivative swaps | (2,033,979 | ) | 405,024 | 809,380 | (405,712 | ) | (812,132 | ) |
24
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.4.2.3. | 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, 2022. 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.
The following table set forth the potential impacts in absolute amounts:
September 30, 2022 | ||||||||||||
Effect on profit or loss and equity | ||||||||||||
Probable (base value) | Possible (25%) | Remote (50%) | ||||||||||
Derivative embedded in a commitment to purchase standing wood, originating from a forest partnership agreement | 73,432 | 28,859 | 59,384 |
4.4.3. | Commodity price risk management |
The Company is exposed to commodity prices that reflect mainly on the pulp sale price in the foreign market. The dynamics of opening and closing production capacities in the global market and the macroeconomic conditions may have an impact on the Company´s operating results.
Through a specialized team, the Company monitors the hardwood pulp price and analyses future trends, adjusting the forecast that aims to assisting preventive measures to properly conduct the different scenarios. There is no liquid financial market to sufficiently mitigate the risk of a material portion of the Company’s operations. Hardwood pulp price protection operations available on the market have low liquidity and low volume and large distortion in price formation.
The Company is also exposed to international oil prices, which is reflected on logistical costs for selling to the export market and indirectly in the costs of other supplies and logistics and service contracts. In this case, the Company evaluates the contracting of derivative financial instruments to mitigate the risk of price variation in its result.
On September 30, 2022 and December 31, 2021, the Company did not hire position to hedge its logistics costs.
4.5. | Derivative financial instruments |
The Company determines the fair value of derivative contracts, which differ from the amounts realized in the event of early settlement due to bank spreads and market factors at the time of quotation. The amounts presented by the Company are based on an estimate using market factors and use data provided by third parties, measured internally and compared to calculations performed by external consultants and by counterparties.
Details of derivative financial instruments and their respective calculation methodologies are disclosed in the annual financial statements for the year ended December 31, 2021 (Note 4).
25
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.5.1. | 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, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | |||||||||||||
Instruments hired with protection strategy | ||||||||||||||||
Operational Hedge | ||||||||||||||||
ZCC | 5,815,050 | 4,494,125 | 1,033,670 | (187,788 | ) | |||||||||||
NDF (R$ x US$) | 248,100 | 30,000 | (43,231 | ) | (7,043 | ) | ||||||||||
NDF (€ x US$) | 719,628 | (48,729 | ) | |||||||||||||
Debt hedge | ||||||||||||||||
Swap LIBOR to Fixed (U.S.$) | 3,200,179 | 3,600,000 | 1,072,843 | (395,675 | ) | |||||||||||
Swap IPCA to CDI (notional in Brazilian Reais) | 843,845 | 843,845 | 271,276 | 249,653 | ||||||||||||
Swap IPCA to Fixed (U.S.$) | 121,003 | 121,003 | (51,947 | ) | (148,583 | ) | ||||||||||
Swap CDI x Fixed (U.S.$) | 1,863,534 | 2,267,057 | (2,694,009 | ) | (5,230,612 | ) | ||||||||||
Pre-fixed Swap to U.S.$ (U.S.$) | 350,000 | 350,000 | (581,525 | ) | (760,505 | ) | ||||||||||
Commodity Hedge | ||||||||||||||||
Swap US-CPI (U.S.$) (1)/(2) | 122,514 | 590,372 | 73,432 | 28,165 | ||||||||||||
(968,220 | ) | (6,452,388 | ) | |||||||||||||
Current assets | 2,308,110 | 470,261 | ||||||||||||||
Non-current assets | 1,680,712 | 971,879 | ||||||||||||||
Current liabilities | (750,396 | ) | (1,563,459 | ) | ||||||||||||
Non-current liabilities | (4,206,646 | ) | (6,331,069 | ) | ||||||||||||
(968,220 | ) | (6,452,388 | ) |
1) | The embedded derivatives refers to swap contracts for the sale of price variations in United States Dollars and US-CPI within the term of the forest partnership with standing wood supply contracts. |
2) | On December 31, 2021, it includes the transaction arising from the forestry partnership agreement with the supply of standing wood established between the Company and Parkia, which was settled in advance due to the transaction disclosed in note 1.2.4. |
The current contracts and the respective protected risks are set forth below:
(i) | Swap CDI x Fixed US$: positions in conventional swaps exchanging the variation in the Interbank Deposit rate (“DI”) for a fixed rate in United States Dollars (“US$”). The objective is to change the debt index in Brazilian Reais to US$, in compliance with the Company's natural exposure of receivables in US$. |
(ii) | Swap IPCA x CDI: positions in conventional swaps exchanging variation of the Amplified Consumer Price Index (“IPCA”) for DI rate. The objective is to change the debt index in Reais, in compliance with the Company's cash position in Brazilian Reais, which is also indexed to DI. |
(iii) | Swap IPCA x Fixed US$: positions in conventional swaps exchanging variation of the IPCA for a fixed rate in US$. The objective is to change the debt index in Brazilian Reais to US$, in compliance with the Company's natural exposure of receivables in US$. |
(iv) | Swap LIBOR x Fixed US$: positions in conventional swaps exchanging post-fixed rate (LIBOR) for a fixed rate in US$. The objective is to protect the cash flow from changes in the US interest rate. |
26
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
(v) | Pre Fixed Swap R$ x Fixed US$: positions in conventional swaps a fixed rate in Reais for a fixed rate in US$. The objective is to change the exposure of debts in Brazilian Reais to US$, in compliance with the Company's natural exposure of receivables in US$. |
(vi) | Zero-Cost Collar (“ZCC”): positions in an instrument that consists of the simultaneous combination of purchase of put options and sale of call options of US$, with the same principal and maturity value, with the objective of protecting the cash flow of exports. In this strategy, an interval is established where there is no deposit or receipt of financial margin upon expiration of options. The objective is to protect the cash flow of exports against decrease Real. |
(vii) | Non Deliverable Forward (“NDF”): put positions in futures contracts of US$ with the objective of protecting the cash flow of exports against the decrease in the Brazilian Real. |
(viii) | Swap US-CPI: The embedded derivative refers to sale swap contracts of variations in the United States Dollar and US-CPI within the terms of the forest partnership and standing wood supply contracts. |
(ix) | Non-Deliverable Forward (“NDF"): EUR and US$: call positions on the EUR/US$ parity in order to protect the CAPEX cash flow of the Cerrado project against the appreciation of the Euro. |
The variation in the fair value of derivatives for the nine-month period ended September 30, 2022 compared to the fair value measured on December 31, 2021 is explained substantially by appreciation of the Brazilian Real against the U.S. Dollar and by the settlements for the period. There were also impacts caused by the variations in the Pre, Foreign Exchange Coupon and LIBOR curves in transactions.
It is important to highlight that, the outstanding agreements in September 30, 2022, are over-the-counter market, without any kind of guaranteed margin or early settlement clause forced by changes from mark to market.
4.5.2. | Fair value by maturity schedule |
September 30, 2022 | December 31, 2021 | ||||||||
2022 | 232,231 | (1,093,198 | ) | ||||||
2023 | 1,615,951 | (282,499 | ) | ||||||
2024 | (131,865 | ) | (759,082 | ) | |||||
2025 | (1,264,916 | ) | (2,096,449 | ) | |||||
2026 onwards | (1,419,621 | ) | (2,221,160 | ) | |||||
(968,220 | ) | (6,452,388 | ) |
27
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.5.3. | Outstanding of assets and liabilities derivatives positions |
The outstanding derivatives positions are set forth below:
Notional value | Fair value | |||||||||||||||||
Currency | September 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | ||||||||||||||
Debt hedge | ||||||||||||||||||
Assets | ||||||||||||||||||
Swap CDI to Fixed (U.S.$) | R$ | 7,081,545 | 8,594,225 | 571,579 | 306,663 | |||||||||||||
Swap Pre-Fixed to U.S.$ | R$ | 1,317,226 | 1,317,226 | 40,687 | 76,279 | |||||||||||||
Swap LIBOR to Fixed (U.S.$) | US$ | 3,200,000 | 3,600,000 | 1,088,070 | 130,104 | |||||||||||||
Swap IPCA to CDI | IPCA | 1,134,310 | 1,078,706 | 271,276 | 255,422 | |||||||||||||
Swap IPCA to U.S.$ | IPCA | 606,655 | 576,917 | |||||||||||||||
571,579 | 768,468 | |||||||||||||||||
Liabilities | ||||||||||||||||||
Swap CDI to Fixed (U.S.$) | US$ | 1,863,534 | 2,267,057 | (3,265,588 | ) | (5,537,275 | ) | |||||||||||
Swap Pre-Fixed to U.S.$ | US$ | 350,000 | 350,000 | (622,212 | ) | (836,784 | ) | |||||||||||
Swap LIBOR to Fixed (U.S.$) | US$ | 3,200,179 | 3,600,000 | (15,227 | ) | (525,779 | ) | |||||||||||
Swap IPCA to CDI | R$ | 843,845 | 843,845 | (5,769 | ) | |||||||||||||
Swap IPCA to U.S.$ | US$ | 121,003 | 121,003 | (51,947 | ) | (148,583 | ) | |||||||||||
(3,954,974 | ) | (7,054,190 | ) | |||||||||||||||
(1,983,362 | ) | (6,285,722 | ) | |||||||||||||||
Operational hedge | ||||||||||||||||||
Zero cost collar (U.S.$ x R$) | US$ | 5,815,050 | 4,494,125 | 1,033,670 | (187,788 | ) | ||||||||||||
NDF (R$ x U.S.$) | US$ | 248,100 | 30,000 | (43,231 | ) | (7,043 | ) | |||||||||||
NDF (€ x US$) | US$ | 719,628 | (48,729 | ) | ||||||||||||||
941,710 | (194,831 | ) | ||||||||||||||||
Commodity hedge | ||||||||||||||||||
Swap US-CPI (standing wood) (1)/(2) | US$ | 122,514 | 590,372 | 73,432 | 28,165 | |||||||||||||
73,432 | 28,165 | |||||||||||||||||
(968,220 | ) | (6,452,388 | ) |
1) | The embedded derivatives refers to swap contracts for the sale of price variations in United States Dollars and US-CPI within the term of the forest partnership with standing wood supply contracts. |
2) | On December 31, 2021, it includes the transaction arising from the forestry partnership agreement with the supply of standing wood established between the Company and Parkia, which was settled in advance due to the transaction disclosed in note 1.2.4. |
4.5.4. | Fair value settled amounts |
The settled derivatives positions are set forth below:
September 30, 2022 | December 31, 2021 | |||||||
Operational hedge | ||||||||
Zero cost collar (R$ x U.S.$) | 652,051 | (1,269,231 | ) | |||||
NDF (R$ x U.S.$) | 9,845 | 1,399 | ||||||
661,896 | (1,267,832 | ) | ||||||
Commodity hedge | ||||||||
Swap VLSFO/other | (54,002 | ) | ||||||
(54,002 | ) | |||||||
Debt hedge | ||||||||
Swap CDI to Fixed (U.S.$) | (418,783 | ) | (266,268 | ) | ||||
Swap IPCA to CDI (Brazilian Reais) | (5,180 | ) | 41,651 | |||||
Swap IPCA to Fixed (U.S.$) | (4,819 | ) | ||||||
Swap Pre-Fixed to U.S.$ | 54,128 | 49,562 | ||||||
Swap LIBOR to Fixed (U.S.$) | (265,715 | ) | (419,545 | ) | ||||
(635,550 | ) | (599,419 | ) | |||||
26,346 | (1,921,253 | ) |
28
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.6. | Fair value hierarchy |
Financial instruments are measured at fair value, which considers the fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
For the nine-month period ended September 30, 2022, there were no changes between the 3 (three) levels of hierarchy and no transfers between levels 1, 2 and 3 during the periods disclosed.
September 30, 2022 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Fair value through profit or loss | ||||||||||||||||
Derivative financial instruments | 3,988,822 | 3,988,822 | ||||||||||||||
Marketable securities | 241,789 | 11,072,074 | 11,313,863 | |||||||||||||
241,789 | 15,060,896 | 15,302,685 | ||||||||||||||
Fair value through other comprehensive income | ||||||||||||||||
Other investments - CelluForce | 25,403 | 25,403 | ||||||||||||||
25,403 | 25,403 | |||||||||||||||
Biological assets | 13,066,433 | 13,066,433 | ||||||||||||||
13,066,433 | 13,066,433 | |||||||||||||||
Total assets | 241,789 | 15,060,896 | 13,091,836 | 28,394,521 | ||||||||||||
Liabilities | ||||||||||||||||
Fair value through profit or loss | ||||||||||||||||
Derivative financial instruments | 4,957,042 | 4,957,042 | ||||||||||||||
4,957,042 | 4,957,042 | |||||||||||||||
Total liabilities | 4,957,042 | 4,957,042 |
December 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Fair value through profit or loss | ||||||||||||||||
Derivative financial instruments | 1,442,140 | 1,442,140 | ||||||||||||||
Marketable securities | 637,616 | 7,120,713 | 7,758,329 | |||||||||||||
637,616 | 8,562,853 | 9,200,469 | ||||||||||||||
Fair value through other comprehensive income | ||||||||||||||||
Other investments - CelluForce | 28,358 | 28,358 | ||||||||||||||
28,358 | 28,358 | |||||||||||||||
Biological assets | 12,248,732 | 12,248,732 | ||||||||||||||
12,248,732 | 12,248,732 | |||||||||||||||
Total assets | 637,616 | 8,562,853 | 12,277,090 | 21,477,559 | ||||||||||||
Liabilities | ||||||||||||||||
Fair value through profit or loss | ||||||||||||||||
Derivative financial instruments | 7,894,528 | 7,894,528 | ||||||||||||||
7,894,528 | 7,894,528 | |||||||||||||||
Total liabilities | 7,894,528 | 7,894,528 |
29
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
4.7. | Risks linked to climate change and the sustainability strategy |
In the annual financial statements for the year ended December 31, 2021, the risks information linked to climate change and the sustainability strategy were disclosed, which did not change significant during the nine-month period ended September 30, 2022.
4.8. | Capital management |
The main objective is to strengthen the Company’s capital structure, aiming to maintain an adequate financial leverage, and to mitigate risks that may affect the availability of capital in business development.
The Company monitors constantly significant indicators, such as, consolidated financial leverage, which is the ratio of total net debt to its adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”).
5. | CASH AND CASH EQUIVALENTS |
Average yield p.a. % | September 30, 2022 | December 31, 2021 | ||||||||||
Cash and banks (1) | 3.02 | 5,562,643 | 11,720,774 | |||||||||
Cash equivalents | ||||||||||||
Local currency | ||||||||||||
Fixed-term deposits (Compromised) | 102.17 of CDI | 651,039 | 14,506 | |||||||||
Foreign currency | ||||||||||||
Fixed-term deposits (2) | 3.73 | 744,479 | 1,855,496 | |||||||||
6,958,161 | 13,590,776 |
1) | Refers substantially to investments in foreign currency in the Sweep Account modality, which is a remunerated account, whose balance is applied and made available automatically and daily. |
2) | Refers to Time Deposit applications, with maturity up to 90 days, which is a remunerated bank deposit with a specific maturity period. |
6. | MARKETABLE SECURITIES |
Average yield p.a. % | September 30, 2022 | December 31, 2021 | ||||||||||
In local currency | ||||||||||||
Private funds | 107.28 of CDI | 810,840 | 17,120 | |||||||||
Public titles measured at fair value through profit or loss | 102.08 of CDI | 241,789 | 637,616 | |||||||||
Private Securities (CDBs) | 102.13 of CDI | 2,473,141 | 4,456,828 | |||||||||
Private Securities (CDBs) - Escrow Account (1) | 102.07 of CDI | 405,956 | 250,054 | |||||||||
Other | 1,513 | 2,044 | ||||||||||
3,933,239 | 5,363,662 | |||||||||||
Foreign currency | ||||||||||||
Time deposits (2) | 2.82 | 7,246,292 | 2,376,369 | |||||||||
Other | 5.69 | 134,332 | 18,298 | |||||||||
7,380,624 | 2,394,667 | |||||||||||
11,313,863 | 7,758,329 | |||||||||||
Current | 10,907,907 | 7,508,275 | ||||||||||
Non-Current | 405,956 | 250,054 |
1) | Includes escrow account, which will be released only after obtaining the applicable governmental approvals and compliance by the Company with the precedent conditions related to transactions with sale of rural properties. |
2) | Refers to Time Deposit investments, with maturity over 90 days, which is a remunerated bank deposit with a specific maturity period. |
30
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
7. | TRADE ACCOUNTS RECEIVABLE |
7.1. | Breakdown of balances |
September 30, 2022 | December 31, 2021 | |||||||
Domestic customers | ||||||||
Third parties | 1,588,277 | 1,449,177 | ||||||
Related parties (Note 11) (1) | 85,242 | 73,598 | ||||||
Foreign customers | ||||||||
Third parties | 7,014,692 | 5,043,453 | ||||||
(-) Expected credit losses | (23,359 | ) | (34,763 | ) | ||||
8,664,852 | 6,531,465 |
1) | The balance refers to transactions with Ibema Companhia Brasileira de Papel. |
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. This transaction refers to an additional cash generation opportunity and may be discontinued at any time without significant impact on the Company's operation and is therefore classified as a financial asset measured at amortized cost. The impact of these factoring transactions on the accounts receivable as of September 30, 2022, is R$7,127,088 (R$6,121,316 as of December 31, 2021).
7.2. | Breakdown of trade accounts receivable by maturity |
September 30, 2022 | December 31, 2021 | |||||||
Current | 8,206,412 | 5,972,945 | ||||||
Overdue | ||||||||
Up to 30 days | 405,191 | 518,115 | ||||||
From 31 to 60 days | 23,479 | 15,359 | ||||||
From 61 to 90 days | 14,014 | 3,087 | ||||||
From 91 to 120 days | 4,141 | 1,453 | ||||||
From 121 to 180 days | 3,113 | 3,779 | ||||||
From 181 days | 8,502 | 16,727 | ||||||
8,664,852 | 6,531,465 |
7.3. | Rollforward of the expected credit losses |
September 30, 2022 | December 31, 2021 | |||||||
Beginning balance | (34,763 | ) | (41,889 | ) | ||||
Addition | (2,901 | ) | (2,547 | ) | ||||
Reversal | 270 | 3,184 | ||||||
Write-off | 11,129 | 7,078 | ||||||
Exchange rate variation | 2,906 | (589 | ) | |||||
Ending balance | (23,359 | ) | (34,763 | ) |
31
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The Company maintains guarantees for overdue securities in its commercial operations, through credit insurance policies, letters of credit and other guarantees. These guarantees avoid the need to recognize expected credit losses, in accordance with the Company's credit policy. Transactions carried out with clients classified as investment grade by the main risk rating agencies are also not considered in the expected credit losses.
7.4. | Main customers |
The Company has no customer responsible for more than 10% of net sales of pulp and paper segment for the nine-month period ended September 30, 2022. The Company has 1 (one) customer responsible for 10.39% of net sales of pulp segment and no customer responsible for more than 10% of net sales in the paper segment for the year ended December 31, 2021.
8. | INVENTORIES |
September 30, 2022 | December 31, 2021 | |||||||
Finished goods | ||||||||
Pulp | ||||||||
Domestic (Brazil) | 647,758 | 748,588 | ||||||
Foreign | 1,704,126 | 1,037,760 | ||||||
Paper | ||||||||
Domestic (Brazil) | 365,264 | 315,068 | ||||||
Foreign | 204,459 | 95,383 | ||||||
Work in process | 86,764 | 96,140 | ||||||
Raw material | ||||||||
Wood | 1,355,473 | 1,094,058 | ||||||
Operating supplies and packaging | 693,885 | 571,505 | ||||||
Spare parts and other | 884,445 | 678,983 | ||||||
5,942,174 | 4,637,485 |
Inventories are disclosed net of estimated losses.
8.1. | Rollforward of estimated losses |
September 30, 2022 | December 31, 2021 | |||||||
Beginning balance | (91,258 | ) | (79,885 | ) | ||||
Addition (1) | (41,913 | ) | (85,110 | ) | ||||
Reversal | 27,768 | 11,536 | ||||||
Write-off (2) | 30,178 | 62,201 | ||||||
Ending balance | (75,225 | ) | (91,258 | ) |
1) | Refers substantially to the (i) raw material in the amount of R$25,002 (R$38,136 as of December 31, 2021) and (ii) spare parts in the amount of R$16,200 (R$21,184 as of December 31, 2021). |
2) | Refers mainly to the amounts of (i) raw material of R$24,928 (R$47,231 as of December 31, 2021), and (ii) spare parts in the amount of R$5,029 (R$9,529 as of December 31, 2021). |
For the nine-month period ended September 30, 2022 and for the year ended December 31, 2021, there were no inventory items pledged as collateral.
32
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
9. | RECOVERABLE TAXES |
September 30, 2022 | December 31, 2021 | |||||||
IRPJ/CSLL – prepayments and withheld taxes | 180,741 | 94,323 | ||||||
PIS/COFINS – on acquisition of property, plant and equipment (1) | 88,077 | 94,108 | ||||||
PIS/COFINS – operations | 446,529 | 331,203 | ||||||
PIS/COFINS – exclusion ICMS (2) | 570,945 | 582,433 | ||||||
ICMS – on acquisition of property, plant and equipment (3) | 149,986 | 129,081 | ||||||
ICMS – operations (4) | 1,489,665 | 1,363,453 | ||||||
Reintegra program (5) | 66,265 | 49,265 | ||||||
Other taxes and contributions | 35,370 | 50,291 | ||||||
Provision for loss of ICMS credits (6) | (1,124,099 | ) | (1,064,268 | ) | ||||
1,903,479 | 1,629,889 | |||||||
Current | 502,163 | 360,725 | ||||||
Non-current | 1,401,316 | 1,269,164 |
1) | Social Integration Program (“PIS”) and Social Security Funding Contribution (“COFINS”): Credits whose realization is in connection with depreciation year of the corresponding asset. |
2) | The Company and its associates filed legal actions over the years to recognize the exclusion of ICMS from the PIS and COFINS contribution tax basis, in relation to certain operations for certain periods starting from March 1992. |
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 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 Espírito Santo, Maranhão, Mato Grosso do Sul, São Paulo and Pará, where the Company realizes the credits through sale of credits to third parties, after approval from the State Ministry of Finance of each State. Credits are also being realized through consumption in its consumer goods (tissue) operations in the domestic market. |
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 foreign markets. |
6) | Includes the provision for discount on sale to third parties of the accumulated ICMS credit in State of Maranhão and the provision for full loss of the low probability of realization of the units of States of Espírito Santo, Mato Grosso do Sul and Bahia due to the difficulty of its realization. |
9.1. | Rollforward of provision for loss |
ICMS | ||||
Balance as of December 31, 2020 | (1,164,782 | ) | ||
Addition | (62,738 | ) | ||
Write-off | 1,331 | |||
Reversal (1) | 161,921 | |||
Balance as of December 31, 2021 | (1,064,268 | ) | ||
Addition | (92,466 | ) | ||
Write-off | 2,176 | |||
Reversal | 30,459 | |||
Balance as of September 30, 2022 | (1,124,099 | ) |
1) | Refers mainly to the reversal of the provision for loss resulting from the recovery of ICMS credits from the State of Espírito Santo through sale to third parties. |
33
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
10. | ADVANCES TO SUPPLIERS |
September 30, 2022 | December 31, 2021 | |||||||
Forestry development program and partnerships | 1,487,207 | 1,282,763 | ||||||
Advance to suppliers - others | 58,771 | 59,564 | ||||||
1,545,978 | 1,342,327 | |||||||
Current | 58,771 | 59,564 | ||||||
Non-current | 1,487,207 | 1,282,763 |
In the annual financial statements for the year ended December 31, 2021, the characteristics of the advances were disclosed, which did not change during the nine-month period ended September 30, 2022.
11. | RELATED PARTIES |
The Company's commercial and financial operations with controlling shareholder and Companies owned by controlling shareholder Suzano Holding S.A. ("Suzano Group"). For transactions with related parties, it is determined that the specific prices and conditions for these transactions are observed, as well as the corporate governance practices adopted by the Company and those recommended and/or required by the legislation.
The transactions refers mainly to:
Assets: (i) accounts receivable from the sale of pulp, paper, tissue and other products; (ii) dividends receivable; (iii) reimbursement for expenses; (iv) social services and (v) dividends receivable.
Liabilities: (i) loan agreements;(ii) reimbursement for expenses; (iii) social services; (iv) real estate consulting and (v) dividends payable.
Amounts in the statements of income: (i) sale of pulp, paper, tissue and other products; (ii) loan charges and exchange variation; (iii) social services and (viii) real estate consulting.
For the nine-month period ended September 30, 2022, 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 for the year ended December 31, 2021.
34
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
11.1. | Balances recognized in assets and liabilities and amounts transacted in the period |
Assets | Liabilities | Financial result, net | Sales (purchases), net | |||||||||||||||||||||||||||||
September 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||||||||||||||
Transactions with controlling shareholders | ||||||||||||||||||||||||||||||||
Managements and related persons | (22,875 | ) | ||||||||||||||||||||||||||||||
Alden Fundo de Investimento em Ações | (17,701 | ) | ||||||||||||||||||||||||||||||
Controller | (131,841 | ) | ||||||||||||||||||||||||||||||
Suzano Holding | 31 | 2 | (248,789 | ) | 72 | (1,961 | ) | |||||||||||||||||||||||||
31 | 2 | (421,206 | ) | 72 | (1,961 | ) | ||||||||||||||||||||||||||
Transactions with companies of the Suzano Group and other related parties | ||||||||||||||||||||||||||||||||
Management (expect compensation – note 11.2) | 8 | (9 | ) | (25 | ) | (75 | ) | |||||||||||||||||||||||||
Bexma Participações Ltda | 3 | 1 | 35 | 22 | ||||||||||||||||||||||||||||
Bizma Investimentos Ltda | 1 | 1 | 8 | 6 | ||||||||||||||||||||||||||||
Fundação Arymax | 3 | 1 | ||||||||||||||||||||||||||||||
Ibema Companhia Brasileira de Papel (1) | 85,571 | 80,511 | (7,282 | ) | (6,288 | ) | 147,919 | 120,912 | ||||||||||||||||||||||||
Instituto Ecofuturo - Futuro para o Desenvolvimento Sustentável | 6 | 1 | (1,106 | ) | (4,495 | ) | (3,401 | ) | ||||||||||||||||||||||||
IPLF Holding S.A. | 12 | 15 | 9 | |||||||||||||||||||||||||||||
Nemonorte Imóveis e Participações Ltda | (15 | ) | (150 | ) | (139 | ) | ||||||||||||||||||||||||||
Other shareholders | (1,923 | ) | (497,867 | ) | 1 | |||||||||||||||||||||||||||
85,601 | 80,514 | (10,326 | ) | (504,164 | ) | 1 | 143,310 | 117,335 | ||||||||||||||||||||||||
85,632 | 80,516 | (10,326 | ) | (925,370 | ) | 1 | 143,382 | 115,374 | ||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Trade accounts receivable (Note 7) | 85,242 | 73,598 | ||||||||||||||||||||||||||||||
Dividends receivable | 6,604 | |||||||||||||||||||||||||||||||
Other assets | 390 | 314 | ||||||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Trade accounts payable (Note 17) | (8,403 | ) | (6,288 | ) | ||||||||||||||||||||||||||||
Dividends payable | (1,923 | ) | (919,073 | ) | ||||||||||||||||||||||||||||
Other liabillities | (9 | ) | ||||||||||||||||||||||||||||||
85,632 | 80,516 | (10,326 | ) | (925,370 | ) |
1) Refers mainly to the sale of pulp.
35
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
11.2. | 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, 2022 | September 30, 2021 | |||||||
Short-term benefits | ||||||||
Salary or compensation | 37,039 | 35,947 | ||||||
Direct and indirect benefits | 700 | 662 | ||||||
Bonus | 5,273 | 4,874 | ||||||
43,012 | 41,483 | |||||||
Long-term benefits | ||||||||
Share-based compensation plan | 26,993 | 47,832 | ||||||
26,993 | 47,832 | |||||||
70,005 | 89,315 |
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 as disclosed in Note 22.
12. | INCOME AND SOCIAL CONTRIBUTION TAXES |
12.1. | Deferred taxes |
The Company calculates income tax and social contribution taxes, current and deferred, based on the rates of 15% plus an additional 10% on taxable income in excess of R$240 for IRPJ and 9% for CSLL, on the net income. Balances are recognized in the Company's income on the accrual basis.
Associates located in Brazil have their taxes calculated and provisioned in accordance with current legislation and their specific tax regime, including, in some cases, presumed profit method. The associates located abroad are taxed in their respective jurisdictions, according to local regulations.
Deferred income and social contribution taxes are recognized at the net amounts in non-current assets or liabilities.
In Brazil, the Law nº. 12,973/14 revoked article 74 of Provisional Measure nº. 2,158/01 and determines that the parcel of the adjustment of the value of the investment in associate, direct and indirect, located abroad, equivalent to the profit earned by it before income tax, except for exchange rate variation, must be added in the determination of taxable income and the social contribution calculation basis of the controlling entity located in Brazil, at each year ended.
Management’s Company believes on the validity of the provisions of international treaties entered into Brazil to avoid double taxation. In order to guarantee its right to non-double taxation, the Company filed a lawsuit in April 2019, which aims at a non-double taxation, in Brazil, of profit earned by its associate located in Austria, according to Law n°. 12,973/14. Due to the preliminary injunction granted in favor of the Company in the records of the aforementioned lawsuit, the Company decided not to add the profit from Suzano International Trading GmbH, located in Austria, in determining of taxable income and social contribution basis of the net profit of the Company for the nine-month period ended September 30, 2022. There is no provision for tax related to the profit of such associate in 2022.
36
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
12.1.1. | Deferred income and social contribution taxes |
September 30, 2022 | December 31, 2021 | |||||||
Tax loss | 1,227,225 | 1,156,876 | ||||||
Negative tax basis of social contribution | 451,542 | 411,074 | ||||||
Assets temporary differences | ||||||||
Provision for judicial liabilities | 218,120 | 249,345 | ||||||
Operating provisions and other losses | 938,947 | 965,130 | ||||||
Exchange rate variation | 5,445,966 | 6,555,202 | ||||||
Derivatives losses (“MtM”) | 329,195 | 2,193,693 | ||||||
Amortization of fair value adjustment on business combination | 685,790 | 699,535 | ||||||
Unrealized profit on inventories | 515,600 | 298,888 | ||||||
Leases | 389,053 | 373,372 | ||||||
10,201,438 | 12,903,115 | |||||||
Liabilities temporary differences | ||||||||
Goodwill - Tax benefit on unamortized goodwill | 953,950 | 746,489 | ||||||
Property, plant and equipment - deemed cost | 1,248,075 | 1,316,859 | ||||||
Accelerated tax depreciation | 888,327 | 944,949 | ||||||
Borrowing cost | 161,607 | 99,399 | ||||||
Fair value of biological assets | 394,426 | 430,966 | ||||||
Deferred taxes, net of fair value adjustment | 406,060 | 427,313 | ||||||
Tax credits - gains in tax lawsuit (exclusion of ICMS from the PIS and COFINS contribution tax basis) | 194,121 | 198,027 | ||||||
Provision of deferred taxes on results of associates abroad | 305,320 | |||||||
Other temporary differences | 12,928 | 9,184 | ||||||
4,564,814 | 4,173,186 | |||||||
Non-current assets | 5,637,742 | 8,729,929 | ||||||
Non-current liabilities | 1,118 |
Tax losses and accelerated tax depreciation are only achieved by the Income Tax (“IRPJ”), and the negative basis of social contribution only by CSLL, other tax bases were subject to both taxes.
12.1.2. | Breakdown of accumulated tax losses and social contribution tax loss carryforwards |
September 30, 2022 | December 31, 2021 | |||||||
Tax loss carry forward | 4,908,900 | 4,627,504 | ||||||
Negative tax basis of social contribution carryforward | 5,017,133 | 4,567,489 |
37
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
12.1.3. | Rollforward of deferred tax assets |
September 30, 2022 | December 31, 2021 | |||||||
Beginning balance | 8,729,929 | 8,676,432 | ||||||
Tax loss | 70,349 | 143,868 | ||||||
Negative tax basis of social contribution | 40,468 | 81,662 | ||||||
Provision (reversal) for judicial liabilities | (31,225 | ) | 16,245 | |||||
Reversal of operating provisions and other losses | (26,183 | ) | (53,467 | ) | ||||
Exchange rate variation | (1,109,236 | ) | 442,296 | |||||
Derivative gains (“MtM”) | (1,864,498 | ) | (110,140 | ) | ||||
Amortization of fair value adjustment on business combination | 7,508 | 22,996 | ||||||
Unrealized profit on inventories | 216,712 | 122,041 | ||||||
Lease | 15,681 | 86,306 | ||||||
Goodwill - Tax benefit on unamortized goodwill | (207,461 | ) | (276,614 | ) | ||||
Property, plant and equipment - deemed cost | 68,784 | 68,783 | ||||||
Accelerated tax depreciation | 56,622 | 80,187 | ||||||
Borrowing cost | (62,208 | ) | 10,637 | |||||
Fair value of biological assets | 36,540 | (225,586 | ) | |||||
Deferred taxes on the result of associates abroad | (305,320 | ) | (33,893 | ) | ||||
Credits on exclusion of ICMS from the PIS/COFINS tax base | 3,906 | (154,468 | ) | |||||
Other temporary differences | (3,744 | ) | (167,356 | ) | ||||
Ending balance | 5,636,624 | 8,729,929 |
12.2. | Reconciliation of the effects of income tax and social contribution on profit or loss |
September 30, 2022 | September 30, 2021 | |||||||
Net income (loss) before taxes | 19,356,739 | 6,736,046 | ||||||
Income tax and social contribution benefit (expense) at statutory nominal rate of 34% | (6,581,291 | ) | (2,290,256 | ) | ||||
Tax effect on permanent differences | ||||||||
Taxation (difference) on profit of associates in Brazil and abroad (1) | 3,396,390 | 2,392,272 | ||||||
Equity method | 90,761 | 40,741 | ||||||
Thin capitalization (2) | (335,568 | ) | (471,617 | ) | ||||
Credit related to Reintegra Program | 5,821 | 5,475 | ||||||
Director bonus | (11,176 | ) | (14,101 | ) | ||||
Tax incentives (3) | 36,527 | 6,926 | ||||||
Donations, fines and other | (22,206 | ) | (83,421 | ) | ||||
(3,420,742 | ) | (413,981 | ) | |||||
Income tax | ||||||||
Current | (295,622 | ) | (229,798 | ) | ||||
Deferred | (2,271,969 | ) | (124,882 | ) | ||||
(2,567,591 | ) | (354,680 | ) | |||||
Social Contribution | ||||||||
Current | (31,052 | ) | (13,725 | ) | ||||
Deferred | (822,099 | ) | (45,576 | ) | ||||
(853,151 | ) | (59,301 | ) | |||||
Income and social contribution benefits (expenses) on the period | (3,420,742 | ) | (413,981 | ) | ||||
Effective rate of income and social contribution tax expenses | 17.67 | % | 6.15 | % |
1) | The effect of the difference in taxation of associates is substantially due to the difference between the nominal rates of Brazil and associates abroad. |
2) | The Brazilian thin capitalization rules establish that interest paid or credited by a Brazilian entity to a related party abroad may only be deducted for income tax and social contribution purposes if the interest expense is viewed as necessary for the activities of the local entity and when determined limits and requirements are met. On September 30, 2022 and December 31, 2021, the Company did not meet all limits and requirements therefore the expense is not deductible for the period. |
3) | Income tax and social contribution deduction on profit or loss referring to the use of the (i) tax incentives applicable to ICMS (ii) exploitation profit (iii) PAT benefit ("Worker Food Program") and (v) extension of maternity and paternity leave. |
38
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
12.3. | Tax incentives |
Company has a tax incentive for the partial reduction of the income tax obtained by the operations carried out in areas of the Northeast Development Superintendence (“SUDENE”) in the Mucuri (BA), Eunápolis – Veracel (BA), Imperatriz (MA) and Aracruz – Portocel (ES) regions and in areas of the Superintendence of the Amazon Development (“SUDAM”) in the Bel��m (PA) regions. The IRPJ reduction incentive is calculated based on the activity profit (exploitation profit) and considers the allocation of the operating profit by the incentive production levels for each product. The incentive of lines 1 and 2 of Mucuri (BA) facility expire, respectively, in 2024 and 2027, Imperatriz facility, expire in 2024, Eunápolis – Veracel (BA) and Belém (PA) facility, expire in 2025 and Aracruz – Portocel (ES), expire in 2030.
13. | BIOLOGICAL ASSETS |
The rollforward of biological assets is set forth below:
Balances on December 31, 2020 | 11,161,210 | |||
Addition | 3,807,608 | |||
Depletion | (3,189,726 | ) | ||
Transfers | 23,471 | |||
Gain on fair value adjustment | 763,091 | |||
Disposal | (211,433 | ) | ||
Other write-offs | (105,489 | ) | ||
Balances on December 31, 2021 | 12,248,732 | |||
Addition | 3,522,875 | |||
Depletion | (2,787,334 | ) | ||
Gain on fair value adjustment | 171,618 | |||
Disposal | (67,814 | ) | ||
Other write-offs | (21,644 | ) | ||
Balances on September 30, 2022 | 13,066,433 |
The Company reassesses the main assumptions used to measure the fair value of biological assets every six months in June and December. The main assumptions used and assessment methodology are disclosed in Note 13 of the financial statements for the year ended December 31, 2021.
On June 30, 2022, in line with the internal policy that establishes the semiannual update of external surveys of wood market prices in different regions of the country, the Company updated certain assumptions used in the measurement of the fair value of biological assets. The fair value of forests is determined by the income method using the discounted cash flow model.
The calculation of fair value of the biological assets falls under Level 3 in the hierarchy set forth in IFRS 13 — Measurement of Fair Value, due to the complexity and structure of calculation.
The main assumptions such as Average annual growth (“IMA”), discount rate, and average gross selling price of eucalyptus, stand out as the main, notably being the most sensitive where increases or reductions in these assumptions generate significant gains or losses in the measurement of fair value.
39
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The assumptions and data used in measurement of the fair value of biological assets were:
i) | Average cycle of forest formation of 6 and 7 years; |
ii) | Effective area of forest from the 3rd year of planting; |
iii) | IMA consists of the estimated volume of production of wood with bark in m3 per hectare, ascertained based on the genetic material used in each region, silvicultural practices and forest management, production potential, climate factors and ground conditions; |
iv) | The estimated average standard cost per hectare includes expenses on silvicultural and forest management, applied to each year of formation of the biological cycle of forests, plus costs of land lease agreements and opportunity cost of own land; |
v) | The average gross selling prices of eucalyptus, which were based on specialized research on transactions carried and out by the Company with independent third parties; and |
vi) | The discount rate used in cash flows is measured based on capital structure and other economic assumptions in an independent market participant in the sale of standing wood (forests). |
The table below discloses the measurement of the premises adopted:
June 30, 2022 | December 31, 2021 | |||||||
Planted useful area (hectare) | 994,314 | 1,060,806 | ||||||
Mature assets | 133,631 | 138,739 | ||||||
Immature assets | 860,683 | 922,067 | ||||||
Average annual growth (IMA) – m3/hectare/year | 36.08 | 37.58 | ||||||
Average gross sale price of eucalyptus – R$/m3 | 79.24 | 76.38 | ||||||
Discount rate - % | 9.2 | % | 8.9 | % |
The pricing model considers net cash flows, after deduction of taxes on profit at the applicable rates.
The fair value adjustment justified by variation of indicators mentioned above, which combined, resulted in a positive variation of R$171,618 recognized under other operating income (expense), net (Note 29).
June 30, 2022 | December 31, 2021 | |||||||
Physical changes | (710,268 | ) | 148,190 | |||||
Price | 881,886 | 614,901 | ||||||
171,618 | 763,091 |
The Company manages the financial and climate risks related to agricultural activities in a preventive manner. To reducing risks from edaphoclimatic factors, the weather is monitored through meteorological stations and, in the event of pests and diseases, our Department of Forestry Research and Development, an area specialized in physiological and phytosanitary aspects, has procedures to diagnose and act rapidly against any occurrences and losses.
40
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The Company has no biological assets pledged in the nine-month period ended September 30, 2022 and year ended December 31, 2021.
14. | INVESTMENTS |
14.1. | Investments breakdown |
September 30, 2022 | December 31, 2021 | |||||||
Investments in associates and joint ventures | 299,242 | 263,965 | ||||||
Goodwill | 233,466 | 231,743 | ||||||
Other investments evaluated at fair value through other comprehensive income - Celluforce | 25,403 | 28,358 | ||||||
558,111 | 524,066 |
14.2. | Investments in associates and joint ventures |
Company Participation | ||||||||||||||||||||||||||||
Information of joint ventures as of September 30, 2022 | Carrying amount | In the income (expenses) of the period | ||||||||||||||||||||||||||
Equity | Income (expenses) of the period | Participation equity (%) | September 30, 2022 | December 31, 2021 | September 30, 2022 | September 30, 2021 | ||||||||||||||||||||||
Associate | ||||||||||||||||||||||||||||
Ensyn Corporation | 5,104 | 1,089 | 26.59 | % | 1,357 | 4,222 | 289 | (4,237 | ) | |||||||||||||||||||
Spinnova Plc (1) | 562,967 | 19.10 | % | 107,527 | 125,653 | 2,871 | (17,612 | ) | ||||||||||||||||||||
108,884 | 129,875 | 3,160 | (21,849 | ) | ||||||||||||||||||||||||
Joint ventures | ||||||||||||||||||||||||||||
Domestic (Brazil) | ||||||||||||||||||||||||||||
Ibema Companhia Brasileira de Papel | 291,982 | 56,634 | 49.90 | % | 145,699 | 117,439 | 28,260 | 31,436 | ||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||||
F&E Technologies LLC | 10,840 | 50.00 | % | 5,420 | 5,594 | |||||||||||||||||||||||
Woodspin Oy | 78,479 | (865 | ) | 50.00 | % | 39,239 | 11,057 | (432 | ) | (3 | ) | |||||||||||||||||
190,358 | 134,090 | 27,828 | 31,433 | |||||||||||||||||||||||||
Other movements | 25,403 | 28,358 | 235,957 | 110,239 | ||||||||||||||||||||||||
25,403 | 28,358 | 235,957 | 110,239 | |||||||||||||||||||||||||
324,645 | 292,323 | 266,945 | 119,823 |
1) | Average share price quoted on the NFNGM is EUR4.67 (four Euros and sixty seven cents) in September 30, 2022. |
41
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
15. | PROPERTY, PLANT AND EQUIPMENT |
Lands | Buildings | Machinery, equipment and facilities | Work in progress | Other (1) | Total | |||||||||||||||||||
Average rate % | 3.63 | 6.04 | 16.69 | |||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance as of December 31, 2020 | 9,912,305 | 9,203,134 | 43,184,495 | 883,384 | 1,059,595 | 64,242,913 | ||||||||||||||||||
Additions | 38,786 | 319,887 | 1,768,938 | 22,973 | 2,150,584 | |||||||||||||||||||
Write-offs (2) | (539,528 | ) | (1,656 | ) | (253,341 | ) | (1,323 | ) | (13,763 | ) | (809,611 | ) | ||||||||||||
Transfer and other (3) | 379,539 | 214,340 | 698,591 | (1,047,084 | ) | 35,796 | 281,182 | |||||||||||||||||
Balance as of December 31, 2021 | 9,791,102 | 9,415,818 | 43,949,632 | 1,603,915 | 1,104,601 | 65,865,068 | ||||||||||||||||||
Additions (4) | 5,731 | 241 | 293,055 | 6,840,366 | 7,843 | 7,147,236 | ||||||||||||||||||
Additions of merged companies (5) | 3,829,344 | 3,829,344 | ||||||||||||||||||||||
Write-offs | (27,754 | ) | (3,316 | ) | (55,960 | ) | (4,028 | ) | (91,058 | ) | ||||||||||||||
Transfer and other (3) | 784,795 | 199,178 | 529,861 | (1,616,500 | ) | 108,489 | 5,823 | |||||||||||||||||
Balance as of September 30, 2022 | 14,383,218 | 9,611,921 | 44,716,588 | 6,827,781 | 1,216,905 | 76,756,413 | ||||||||||||||||||
Depreciation | ||||||||||||||||||||||||
Balance as of December 31, 2020 | (3,245,786 | ) | (21,176,572 | ) | (663,665 | ) | (25,086,023 | ) | ||||||||||||||||
Additions | (331,691 | ) | (2,356,184 | ) | (120,796 | ) | (2,808,671 | ) | ||||||||||||||||
Write-offs | 495 | 186,775 | 11,535 | 198,805 | ||||||||||||||||||||
Transfer | (115 | ) | 1,145 | (506 | ) | 524 | ||||||||||||||||||
Balance as of December 31, 2021 | (3,577,097 | ) | (23,344,836 | ) | (773,432 | ) | (27,695,365 | ) | ||||||||||||||||
Additions | (231,606 | ) | (1,766,252 | ) | (89,747 | ) | (2,087,605 | ) | ||||||||||||||||
Write-offs | 1,432 | 33,998 | 3,446 | 38,876 | ||||||||||||||||||||
Transfer | 36 | 36 | ||||||||||||||||||||||
Balance as of September 30, 2022 | (3,807,271 | ) | (25,077,054 | ) | (859,733 | ) | (29,744,058 | ) | ||||||||||||||||
Book value | ||||||||||||||||||||||||
Balance as of December 31, 2021 | 9,791,102 | 5,838,721 | 20,604,796 | 1,603,915 | 331,169 | 38,169,703 | ||||||||||||||||||
Balance as of September 30, 2022 | 14,383,218 | 5,804,650 | 19,639,534 | 6,827,781 | 357,172 | 47,012,355 |
1) | Includes vehicles, furniture and utensils and computer equipment. |
2) | In 2021, included mainly, the write-off for the sale of rural properties to Turvinho, whose agreement was signed in November 2020. |
3) | Includes transfers carried out between the items of property, plant and equipment, intangible and inventories. In 2021, it also includes transfers from the sale of rural properties to those held for sale, as a result of the contract signed with Turvinho. |
4) | The addition in progress refers substantially to the Cerrado Project. |
5) | Refers, substantially, acquisition of all the shares of the Parkia structure companies (note 1.2.4) and Caravelas (note 1.2.5). |
For the nine-month period ended September 30, 2022, the Company evaluated the business, market and climate impacts and did not identify any trigger to perform the impairment test of property, plant and equipment.
15.1. | Items pledged as collateral |
For the nine-month period ended September 30, 2022, property, plant and equipment items that are pledge as collateral for loans transactions and lawsuits, consisting substantially of the units of, Suzano and Três Lagoas totaled R$12,842,693 (R$19,488,481 as of December 31, 2021).
15.2. | Capitalized expenses |
For the nine-month period ended September 30, 2022, the Company capitalized loan costs in the amount of R$206,444 (R$18,624 as of December 31, 2021). The weighted average interest rate, adjusted by the equalization of exchange rate effects, utilized to determine the capitalized amount was 13.04% p.a. (12.04% p.a. as of December 31, 2021).
42
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
16. | INTANGIBLE |
16.1. | Goodwill and intangible assets with indefinite useful life |
September 30, 2022 | December 31, 2021 | |||||||
Facepa | 119,332 | 119,332 | ||||||
Fibria | 7,897,051 | 7,897,051 | ||||||
Other (1) | 3,405 | 3,216 | ||||||
8,019,788 | 8,019,599 |
1) | Refers to other intangible assets with indefinite useful life such as servitude of passage and electricity. |
The goodwill is based on expected future profitability supported by valuation reports, after purchase price allocation.
Goodwill are allocated to cash-generating units as presented in Note 28.4.
For the nine-month period ended September 30, 2022, the Company did not identify any trigger to perform the impairment test.
16.2. | Intangible assets with determined useful life |
September 30, 2022 | December 31, 2021 | |||||||||||
Beginning balance | 8,014,740 | 8,741,949 | ||||||||||
Additions | 80,651 | 285,278 | ||||||||||
Write-offs | (51 | ) | ||||||||||
Amortization | (722,897 | ) | (973,516 | ) | ||||||||
Transfers and others | 4,970 | (38,971 | ) | |||||||||
Ending balance | 7,377,413 | 8,014,740 | ||||||||||
Represented by | Average rate % | |||||||||||
Non-compete agreement | 5.00 and 46.10 | 5,206 | 5,394 | |||||||||
Ports concession (1) | 4.14 | 560,994 | 199,658 | |||||||||
Lease agreements | 16.90 | 16,248 | 21,873 | |||||||||
Supplier agreements | 12.90 | 59,257 | 70,368 | |||||||||
Port service contracts | 4.23 | 586,788 | 609,283 | |||||||||
Cultivars | 14.29 | 66,274 | 81,568 | |||||||||
Trademarks and patents | 10.00 | 11,718 | 14,071 | |||||||||
Customer portfolio | 9.09 | 5,952,107 | 6,567,840 | |||||||||
Supplier agreements | 17.64 | 24,069 | 31,993 | |||||||||
Software | 20.00 | 93,655 | 121,312 | |||||||||
Others (1) | 5.40 | 1,097 | 291,380 | |||||||||
7,377,413 | 8,014,740 |
1) | The variation refers substantially to the start of operation of the Porto of Itaqui, in São Luís, Maranhão. |
17. | TRADE ACCOUNTS PAYABLE |
September 30, 2022 | December 31, 2021 | |||||||
In local currency | ||||||||
Related party (Note 11.1) (1) | 8,403 | 6,288 | ||||||
Third party | 3,830,080 | 2,677,052 | ||||||
In foreign currency | ||||||||
Third party | 1,433,636 | 605,557 | ||||||
5,272,119 | 3,288,897 |
1) | The balance refers, substantially, to transactions with Ibema Companhia Brasileira de Papel. |
43
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
18. | LOANS, FINANCING AND DEBENTURES |
18.1. | Breakdown by type |
Average annual | Current | Non-current | Total | |||||||||||||||||||||||||
Type | Interest rate | interest rate - % | September 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | ||||||||||||||||||||
In foreign currency | ||||||||||||||||||||||||||||
BNDES | UMBNDES | 4.69 | 13,887 | 14,399 | 1,155 | 11,952 | 15,042 | 26,351 | ||||||||||||||||||||
Bonds | Fixed | 4.99 | 374,772 | 972,053 | 44,831,002 | 46,253,007 | 45,205,774 | 47,225,060 | ||||||||||||||||||||
Export credits (“export prepayment”) | LIBOR/Fixed | 5.27 | 843,554 | 818,896 | 17,380,636 | 17,916,691 | 18,224,190 | 18,735,587 | ||||||||||||||||||||
Others | 3,591 | 782 | 3,591 | 782 | ||||||||||||||||||||||||
1,235,804 | 1,806,130 | 62,212,793 | 64,181,650 | 63,448,597 | 65,987,780 | |||||||||||||||||||||||
In local currency | ||||||||||||||||||||||||||||
BNDES | TJLP | 8.35 | 70,457 | 67,499 | 261,333 | 312,077 | 331,790 | 379,576 | ||||||||||||||||||||
BNDES | TLP | 9.07 | 24,178 | 32,854 | 983,711 | 703,502 | 1,007,889 | 736,356 | ||||||||||||||||||||
BNDES | Fixed | 4.73 | 23,713 | 24,672 | 5,009 | 22,611 | 28,722 | 47,283 | ||||||||||||||||||||
BNDES | SELIC | 14.41 | 59,638 | 35,086 | 804,874 | 782,685 | 864,512 | 817,771 | ||||||||||||||||||||
CRA (“Agribusiness Receivables Certificates”) | CDI/IPCA | 10.51 | 1,174,491 | 1,561,639 | 654,254 | 1,687,560 | 1,828,745 | 3,249,199 | ||||||||||||||||||||
NCE (“Export credit note”) | CDI | 11.65 | 31,016 | 39,535 | 1,277,295 | 1,276,330 | 1,308,311 | 1,315,865 | ||||||||||||||||||||
NCR (“Rural producer certificate”) | CDI | 11.59 | 3,484 | 7,335 | 274,059 | 273,852 | 277,543 | 281,187 | ||||||||||||||||||||
Export credits (“export prepayment”) | Fixed | 8.06 | 50,547 | 77,694 | 1,315,544 | 1,314,737 | 1,366,091 | 1,392,431 | ||||||||||||||||||||
Debentures | CDI | 13.15 | 181,950 | 21,980 | 5,420,358 | 5,418,088 | 5,602,308 | 5,440,068 | ||||||||||||||||||||
Others (Working capital and Industrial Development Fund (“FDI”) and fair value adjustment on business combination) | (4,722 | ) | (18,887 | ) | (4,722 | ) | (18,887 | ) | ||||||||||||||||||||
1,614,752 | 1,849,407 | 10,996,437 | 11,791,442 | 12,611,189 | 13,640,849 | |||||||||||||||||||||||
2,850,556 | 3,655,537 | 73,209,230 | 75,973,092 | 76,059,786 | 79,628,629 | |||||||||||||||||||||||
Interest on financing | 752,040 | 1,204,490 | 752,040 | 1,204,490 | ||||||||||||||||||||||||
Non-current funding | 2,098,516 | 2,451,047 | 73,209,230 | 75,973,092 | 75,307,746 | 78,424,139 | ||||||||||||||||||||||
2,850,556 | 3,655,537 | 73,209,230 | 75,973,092 | 76,059,786 | 79,628,629 |
44
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
18.2. | Rollforward in loans, financing and debentures |
September 30, 2022 | December 31, 2021 | |||||||
Beginning balance | 79,628,629 | 72,899,882 | ||||||
Fundraising, net issuances | 341,481 | 16,991,962 | ||||||
Interest accrued | 2,902,537 | 3,207,278 | ||||||
Premium with early settlement | 260,289 | |||||||
Monetary and exchange rate variation, net | (1,787,177 | ) | 4,847,320 | |||||
Settlement of principal | (1,673,985 | ) | (15,469,423 | ) | ||||
Settlement of interest | (3,419,037 | ) | (2,953,573 | ) | ||||
Payment of premium with early settlements | (260,289 | ) | ||||||
Amortization of fundraising costs | 53,175 | 103,246 | ||||||
Others (fair value adjustment on business combination) | 14,163 | 1,937 | ||||||
Ending balance | 76,059,786 | 79,628,629 |
45
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
18.3. | Breakdown by maturity – non current |
2023 | 2024 | 2025 | 2026 | 2027 | 2028 onwards | Total | ||||||||||||||||||||||
In foreign currency | ||||||||||||||||||||||||||||
BNDES | 1,155 | 1,155 | ||||||||||||||||||||||||||
Bonds | 1,822,594 | 2,810,585 | 3,746,315 | 36,451,508 | 44,831,002 | |||||||||||||||||||||||
Export credits (“export prepayment”) | 2,042,493 | 5,923,231 | 5,224,980 | 4,189,932 | 17,380,636 | |||||||||||||||||||||||
1,155 | 2,042,493 | 7,745,825 | 8,035,565 | 7,936,247 | 36,451,508 | 62,212,793 | ||||||||||||||||||||||
In local currency | ||||||||||||||||||||||||||||
BNDES – TJLP | 16,038 | 47,840 | 97,919 | 84,800 | 7,026 | 7,710 | 261,333 | |||||||||||||||||||||
BNDES – TLP | 9,539 | 38,157 | 36,910 | 43,057 | 117,536 | 738,512 | 983,711 | |||||||||||||||||||||
BNDES – Fixed | 1,003 | 4,006 | 5,009 | |||||||||||||||||||||||||
BNDES – Selic | 16,035 | 54,866 | 197,413 | 197,458 | 25,476 | 313,626 | 804,874 | |||||||||||||||||||||
CRA (“Agribusiness Receivables Certificates”) | 654,254 | 654,254 | ||||||||||||||||||||||||||
NCE (“Export credit note”) | 640,800 | 636,495 | 1,277,295 | |||||||||||||||||||||||||
NCR (“Rural producer certificate”) | 137,500 | 136,559 | 274,059 | |||||||||||||||||||||||||
Export credits (“export prepayment”) | 1,315,544 | 1,315,544 | ||||||||||||||||||||||||||
Debentures | 2,340,548 | 2,331,746 | 748,064 | 5,420,358 | ||||||||||||||||||||||||
696,869 | 1,460,413 | 3,451,090 | 3,430,115 | 150,038 | 1,807,912 | 10,996,437 | ||||||||||||||||||||||
698,024 | 3,502,906 | 11,196,915 | 11,465,680 | 8,086,285 | 38,259,420 | 73,209,230 |
46
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
18.4. | Breakdown by currency |
September 30, 2022 | December 31, 2021 | |||||||
Brazilian Reais | 12,601,253 | 13,629,978 | ||||||
U.S. Dollar | 63,443,491 | 65,972,300 | ||||||
Currency basket | 15,042 | 26,351 | ||||||
76,059,786 | 79,628,629 |
18.5. | Fundraising costs |
The fundraising costs are amortized based on terms agreements and effective interest rate.
Balance to be amortized | ||||||||||||||||
Type | Cost | Amortization | September 30, 2022 | December 31, 2021 | ||||||||||||
Bonds | 434,970 | 208,187 | 226,783 | 261,006 | ||||||||||||
CRA and NCE | 125,222 | 111,692 | 13,530 | 21,606 | ||||||||||||
Export credits (“export prepayment”) | 191,710 | 107,347 | 84,363 | 110,817 | ||||||||||||
Debentures | 24,467 | 13,726 | 10,741 | 13,012 | ||||||||||||
BNDES | 63,588 | 51,001 | 12,587 | 13,473 | ||||||||||||
Others | 18,147 | 17,206 | 941 | 1,148 | ||||||||||||
858,104 | 509,159 | 348,945 | 421,062 |
18.6. | Relevant transactions entered into the period |
18.6.1. | BNDES |
On March 29, 2022, the Company raised from BNDES the amount of R$243,000 indexed by the interest rate Long-Term Rate ("TLP"), plus fixed interest of 2.33% p.a., with 2 (two) years grace period for principal and maturity in May 2036. The funds were allocated to projects in the industrial area.
On September 29, 2022, the Company raised from BNDES the amount of R$50,000 indexed by the interest rate Long-Term Rate ("TLP"), plus fixed interest of 1.77% p.a., with 7 (seven) years grace period for principal and maturity in November 2034. The funds were allocated to projects in the forestry area.
18.7. | Relevant transactions settled in the period |
18.7.1. | CRA settlement |
On January 14, 2022, the Company settled a CRA contract , in the amount of R$761,572 (principal and interest) , with original maturity in January 2022 at a cost of 99% p.a. of the Interbank Deposit rate (“DI”).
On September 21, 2022, the Company settled a CRA contract, in the amount of R$803,385 (principal and interest), with original maturity in September 2022 and at a cost of 97% p.a. of the Interbank Deposit (“DI”).
18.8. | Guarantees |
Some loan and financing agreements have guarantees clauses, in which the financed equipment or other property, plant and equipment are offered by the Company, as disclosed in Note 15.1.
47
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The Company does not have contracts with restrictive financial clauses (financial covenants) to be complied with.
19. | LEASE |
19.1. | Right of use |
The rollforward is set forth below:
Lands | Machines and equipment’s | Buildings | Ships and boats | Vehicles | Total | |||||||||||||||||||
Balance as of December 31, 2020 | 2,288,061 | 85,265 | 90,984 | 1,877,319 | 2,449 | 4,344,078 | ||||||||||||||||||
Additions/updates | 885,272 | 20,646 | 52,140 | 1,861 | 4,600 | 964,519 | ||||||||||||||||||
Depreciation (1) | (304,922 | ) | (19,447 | ) | (54,714 | ) | (125,190 | ) | (4,319 | ) | (508,592 | ) | ||||||||||||
Write-offs | (5,982 | ) | (5,982 | ) | ||||||||||||||||||||
Balance as of December 31, 2021 | 2,868,411 | 86,464 | 88,410 | 1,748,008 | 2,730 | 4,794,023 | ||||||||||||||||||
Additions/updates | 664,671 | 40,064 | 51,733 | 4,373 | 760,841 | |||||||||||||||||||
Depreciation (1) | (260,570 | ) | (27,745 | ) | (47,884 | ) | (93,668 | ) | (1,705 | ) | (431,572 | ) | ||||||||||||
Write-offs | (17,870 | ) | (17,870 | ) | ||||||||||||||||||||
Balance as of September 30, 2022 | 3,254,642 | 98,783 | 92,259 | 1,654,340 | 5,398 | 5,105,422 |
1) | The amount of depreciation related to land is reclassified to biological assets to compose the formation cost. |
For the nine-month period ended September 30, 2022, the Company is not committed to lease agreements not yet in force.
19.2. | Lease liabilities |
The balance of lease payables for the nine-month period ended September 30, 2022, measured at present value and discounted by the respective discount rates are set forth below:
Nature of agreement | Average rate - % p.a. (1) | Maturity (2) | Present value of liabilities | |||||||
Lands and farms | 12.37 | September/2049 | 3,470,453 | |||||||
Machines and equipment’s | 11.22 | April/2035 | 178,672 | |||||||
Buildings | 10.38 | May/2031 | 84,157 | |||||||
Ships and boats | 11.39 | February/2039 | 2,511,584 | |||||||
Vehicles | 10.04 | October/2023 | 5,022 | |||||||
6,249,888 |
1) | To determine the discount rates, quotes were obtained from financial institutions for agreements with characteristics and average terms like the lease agreements. |
2) | Refers to the original maturities of the agreements and, therefore, do not consider eventual renewal clause. |
The Company had subleasing transaction of 2 (two) ships, which were in force since February 8, 2021, which ended in January 2022, and a second transaction started on May 11, 2021, which ended in May 2022. There will be no renewal of any of the transactions.
48
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
The rollforward is set forth below:
Balance as of December 31, 2020 | 5,191,760 | |||
Additions | 964,519 | |||
Write-offs | (5,982 | ) | ||
Payments | (1,012,137 | ) | ||
Accrual of financial charges (1) | 560,619 | |||
Exchange rate variation | 194,415 | |||
Balance as of December 31, 2021 | 5,893,194 | |||
Additions | 760,841 | |||
Write-offs | (17,870 | ) | ||
Payments | (743,619 | ) | ||
Accrual of financial charges (1) | 450,802 | |||
Exchange rate variation | (93,460 | ) | ||
Balance as of September 30, 2022 | 6,249,888 | |||
Current | 654,133 | |||
Non-current | 5,595,755 |
1) | On September 30, 2022, the amount of R$129,436 related to interest expenses on leased lands was capitalized to biological assets to compose the formation cost (R$132,685 as of December 31, 2021). |
The maturity schedule of future payment not discounted to present value related to lease liabilities is disclosed in Note 4.2.
19.2.1. | Amounts recognized in the statement of income for the period |
The amounts recognized are set for the below:
September 30, 2022 | September 30, 2021 | |||||||
Expenses relating to short-term assets | 1,038 | 4,291 | ||||||
Expenses relating to low-value assets | 571 | 2,974 | ||||||
1,609 | 7,265 |
20. | PROVISION FOR JUDICIAL LIABILITIES |
The Company is involved in certain legal proceedings arising from the normal course of business, which include tax, social security, labor, civil, environment and real estate risks.
The Company classifies the risk of unfavorable decisions in the legal proceedings, based on legal advice, which reflect the estimated probable losses.
The Company’s Management believes that, based on the elements existing at the base date of these unaudited condensed consolidated interim financial information, its provision for tax, social security, civil, environment and labor risks, accounted for according to IAS 37 is enough to cover estimated losses related to its legal proceedings, as set forth below:
20.1. | Rollforward and changes in the provisions according to the nature of the proceedings for probable losses, net of judicial deposits |
September 30, 2022 | ||||||||||||||||||||
Tax and social security | Labor | Civil, environment and real estate | Contingent liabilities assumed (1) (2) | Total | ||||||||||||||||
Balance provision at the beginning of the period | 477,096 | 178,925 | 82,592 | 2,694,541 | 3,433,154 | |||||||||||||||
Payments | (14,450 | ) | (28,311 | ) | (20,102 | ) | (62,863 | ) | ||||||||||||
Write-off | (11,483 | ) | (30,769 | ) | (14,914 | ) | (19,152 | ) | (76,318 | ) | ||||||||||
Additions | 11,756 | 91,467 | 55,660 | 158,883 | ||||||||||||||||
Monetary adjustment | 16,884 | 12,496 | 11,927 | 41,307 | ||||||||||||||||
Balance provision | 479,803 | 223,808 | 115,163 | 2,675,389 | 3,494,163 | |||||||||||||||
Judicial deposits | (144,647 | ) | (11,085 | ) | (20,711 | ) | (176,443 | ) | ||||||||||||
Balance provision at the end of the period | 335,156 | 212,723 | 94,452 | 2,675,389 | 3,317,720 |
1) | Amounts arising from lawsuits with probability of loss possible and remote, of tax nature in the amount of R$2,477,449 and civil in the amount of R$197,940, measured and recorded at the estimated fair value resulting from the business combination with Fibria, in accordance with paragraph 23 of IFRS 3 – Business Combination. |
2) | Reversal due to a change in prognosis and/or settlement. |
49
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
December 31, 2021 | ||||||||||||||||||||
Tax and social security | Labor | Civil, environment and real estate | Contingent liabilities assumed (1) (2) | Total | ||||||||||||||||
Balance provision at the beginning of the year | 476,070 | 217,180 | 50,368 | 2,709,253 | 3,452,871 | |||||||||||||||
Payments | (21,155 | ) | (37,368 | ) | (49,519 | ) | (108,042 | ) | ||||||||||||
Write-off | (5,807 | ) | (105,366 | ) | (9,249 | ) | (14,712 | ) | (135,134 | ) | ||||||||||
Additions | 17,718 | 88,777 | 79,245 | 185,740 | ||||||||||||||||
Monetary adjustment | 10,270 | 15,702 | 11,747 | 37,719 | ||||||||||||||||
Balance provision | 477,096 | 178,925 | 82,592 | 2,694,541 | 3,433,154 | |||||||||||||||
Judicial deposits | (135,590 | ) | (45,302 | ) | (19,650 | ) | (200,542 | ) | ||||||||||||
Balance provision at the end of the year | 341,506 | 133,623 | 62,942 | 2,694,541 | 3,232,612 |
1) | Amounts arising from lawsuits with probability of loss possible and remote, of tax nature in the amount of R$2,496,358 and civil in the amount of R$198,183, measured and recorded at the estimated fair value resulting from the business combination with Fibria, in accordance with paragraph 23 of IFRS 3 – Business Combination. |
2) | Reversal due to a change in prognosis and/or settlement. |
20.1.1. | Tax and social security |
For the nine-month period ended September 30, 2022, the Company has 43 (forty-three) (50 (fifty) as of December 31, 2021) administrative and judicial lawsuits of a tax and social security nature in which the disputed matters related, Income Tax (“IRPJ”), Social Contribution (“CSLL”), Social Integration Program (“PIS”), Social Security Funding Contribution (“COFINS”), Social Security Contribution, Tax on Sales and Services (“ICMS”), among others whose amounts are provisioned for when the likelihood of loss is deemed probable by the Company’s external legal counsel and the Management.
20.1.2. | Labor |
For the nine-month period ended September 30, 2022, the Company has 1,196 (one thousand, one hundred and ninety-six) ((987 (nine hundred eighty-seven) as of December 31, 2021) labor lawsuits.
In general, labor lawsuits are related primarily to matters frequently contested by employees in agribusiness companies, such as certain wages and/or severance payments, in addition to suits filed by outsourced employees of the Company.
20.1.3. | Civil, environment and real estate |
For the nine-month period ended September 30, 2022, the Company has 61 (sixty-one) (57 (fifty-seven) as of December 31, 2021) civil, environmental and real estate lawsuits.
Civil, environment and real estate proceedings are related primarily to payment of damages, such as those resulting from contractual obligations, traffic-related injuries, possessory actions, environmental restoration obligations, claims and others.
50
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
20.2. | Contingencies with possible losses |
The Company is involved in tax, civil and labor lawsuits, for which losses have been assessed as possible by Management with the support from legal counsel and therefore no provision was recorded:
September 30, 2022 | December 31, 2021 | |||||||
Taxes and social security (1) | 7,941,000 | 7,539,938 | ||||||
Labor | 204,183 | 211,767 | ||||||
Civil and environment (1) | 4,167,569 | 3,691,778 | ||||||
12,312,752 | 11,443,483 |
1) | The amounts above do not include the fair value adjustment allocated to probable contingencies of R$2,644,149 (R$2,515,486 as of December 31, 2021), which were recorded at fair value resulting from business combinations with Fibria, in accordance with paragraph 23 of IFRS 3 – Business Combination, as presented in note 20.1.1. above. |
In the nine-month period ended September 30, 2022, there were no significant changes in the main nature of these contingencies compared to those disclosed in the annual financial statements for the year ended December 31, 2021 (Note 20).
20.3. | Contingent assets |
In the nine-month period ended September 30, 2022, there were no significant changes in main nature of these contingencies compared to those disclosed in the annual financial statements for the year ended December 31, 2021 (Note 20).
21. | EMPLOYEE BENEFIT PLANS |
The Company offers supplementary pension plan and defined benefit plan, such as medical assistance and life insurance. The characteristics of such benefits were disclosed in the annual financial statements for the year ended December 31, 2021 (Note 21), which did not change during the nine-month period ended September 30, 2022.
21.1. | Pension plan |
Contributions made by the Company, for Suzano Prev pension plan managed by BrasilPrev, for the nine-month period ended September 30, 2022 amounted R$11,227 (R$10,270 as of September 30, 2021) recognized in under cost of sales, selling and general and administrative expenses.
21.2. | Defined benefits plan |
The Company offers medical assistance and life insurance in addition to the pension plans, which are measured by actuarial calculation and recognized in the unaudited condensed consolidated interim financial information.
The rollforward of actuarial liability prepared based on actuarial report, is set forth below:
Balance on December 31, 2020 | 785,045 | |||
Interest on actuarial liabilities | 55,849 | |||
Actuarial gain | (119,642 | ) | ||
Exchange rate variation | 37 | |||
Benefits paid | (46,131 | ) | ||
Balance on December 31, 2021 | 675,158 | |||
Interest on actuarial liabilities | 44,443 | |||
Exchange rate variation | (105 | ) | ||
Benefits paid | (42,797 | ) | ||
Balance on September 30, 2022 | 676,699 |
51
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
22. | SHARE-BASED COMPENSATION PLAN |
For the nine-month period ended September 30, 2022, the Company had 3 (three) share-based, long-term compensation plans, (i) Phantom stock option plan (“PS”) and (ii) Share Appreciation Rights (“SAR”), both settled in local currency and (iii) common stock options, settled in shares.
The characteristics and measurement method of such each plan were disclosed in the annual financial statements for the year ended December 31, 2021 (Note 22), which did not change during the nine-month period ended September 30, 2022.
22.1. | Long term compensation plans (“PS and SAR”) |
The rollforward is set forth below:
Number of shares | ||||||||
September 30, 2022 | December 31, 2021 | |||||||
Beginning balance | 5,415,754 | 5,772,356 | ||||||
Granted during of the period | 3,623,533 | 1,906,343 | ||||||
Exercised (1) | (972,562 | ) | (1,860,334 | ) | ||||
Exercised due to resignation (1) | (162,192 | ) | (86,196 | ) | ||||
Abandoned / prescribed due to resignation | (281,466 | ) | (316,415 | ) | ||||
Ending balance | 7,623,067 | 5,415,754 |
1) | The average price for share options exercised and exercised due to termination of employment, for the nine-month period ended September 30, 2022 was R$49.37 (forty nine Brazilian Reais and thirty seven cents) ((R$60,30 ( sixty Brazilian Reais and thirty cents ) as of December 31, 2021). |
22.2. | Restricted shares plan |
The position is set forth below:
Program | Date of the execution of the contract | Grant date | Price on grant date | Shares Granted | Restricted year for transfer of shares | ||||||||
2020 | 01/02/2020 | 01/02/2021 | R$ | 51.70 | 106,601 | 01/02/2024 | |||||||
2021 | 01/02/2021 | 01/02/2022 | R$ | 53.81 | 108,010 | 01/02/2025 | |||||||
214,611 |
In the nine-month period ended September 30, 2022, the 2018 Program had its lockup period concluded and, therefore, the granting of 130,435 shares was carried out in counterpart to the treasury shares (Note 24.2).
52
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
22.3. | Measurement assumptions |
The amounts corresponding to the services received and recognized are set forth below:
Liabilities and Equity | Statement of income and Equity | |||||||||||||||
September 30, 2022 | December 31, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||
Non-current liabilities | ||||||||||||||||
Provision for phantom stock plan | 149,700 | 166,998 | (37,133 | ) | (75,057 | ) | ||||||||||
Equity | ||||||||||||||||
Stock option granted | 17,091 | 15,455 | (4,001 | ) | (3,632 | ) | ||||||||||
Shares Granted | (2,365 | ) | 2,365 | |||||||||||||
14,726 | 15,455 | (1,636 | ) | (3,632 | ) | |||||||||||
(38,769 | ) | (78,689 | ) |
23. | LIABILITIES FOR ASSETS ACQUISITIONS AND ASSOCIATES |
September 30, 2022 | December 31, 2021 | |||||||
Assets acquisitions | ||||||||
Vitex/Parkia (1) | 1,822,024 | |||||||
1,822,024 | ||||||||
Business combination | ||||||||
Facepa (2) | 42,828 | 40,863 | ||||||
Vale Florestar Fundo de Investimento em Participações ("VFFIP") (3) | 264,808 | 365,089 | ||||||
307,636 | 405,952 | |||||||
2,129,660 | 405,952 | |||||||
Current | 1,919,150 | 99,040 | ||||||
Non-current | 210,510 | 306,912 |
1) | On April 28, 2022, the Company acquired all the shares of the Parkia structure companies, for the amount of US$667 million (equivalent to R$3,444,255 on the date of execution of the agreement), upon payment of US$330 million (equivalent to R$1,704,054 on the date of the transaction) and the remaining to be paid on June 22, 2023 (note 1.2.4). The price adjustment payment of R$18,726 was recognized and paid in August 2022. |
2) | Acquired in March 2018, for the amount of R$307,876, upon payment of R$267,876 and the remaining updated at IPCA, adjusted by possible losses incurred up to the payment date, with maturities in March 2023 and March 2028. |
3) | On August 2014, the Company acquired the Vale Florestar S.A. through VFFIP, for the total amount of R$528,941 with a upon payment of R$44,998 and remaining with maturity to August 2029. The annual settlements, carried out in the month of August, are subject to interest and updated by the variation of the U.S. Dollar exchange rate and partially updated by the IPCA. |
24. | SHAREHOLDERS’ EQUITY |
24.1 | Share capital |
On September 30, 2022, the Suzano’s share capital is R$9,269,281 divided into 1,361,263,584 common shares, all nominative, book-entry shares without par value. Expenses with the public offering are R$33,735, totaling a net share capital of R$9,235,546. The breakdown of the share capital is set forth below:
September 30, 2022 | December 31, 2021 | |||||||||||||||
Quantity | (%) | Quantity | (%) | |||||||||||||
Controlling Shareholders | ||||||||||||||||
Suzano Holding S.A. | 367,612,329 | 27.01 | 367,612,329 | 27.01 | ||||||||||||
Controller | 195,064,797 | 14.33 | 194,809,797 | 14.31 | ||||||||||||
Managements and related persons | 34,167,209 | 2.51 | 33,800,534 | 2.48 | ||||||||||||
Alden Fundo de Investimento em Ações | 26,154,744 | 1.92 | 26,154,744 | 1.92 | ||||||||||||
622,999,079 | 45.77 | 622,377,404 | 45.72 | |||||||||||||
Treasury (Note 24.2) | 51,911,569 | 3.81 | 12,042,004 | 0.88 | ||||||||||||
Other shareholders | 686,352,936 | 50.42 | 726,844,176 | 53.40 | ||||||||||||
1,361,263,584 | 100.00 | 1,361,263,584 | 100.00 |
53
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
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.
For the nine-month period ended September 30, 2022, SUZB3 common shares ended the period quoted at R$44.50 (forty-four Brazilian Reais and fifty cents) (R$60.11 (sixty Brazilian Reais and eleven cents)) on December 31, 2021).
24.2 | Treasury shares |
In the nine-month period ended September 30, 2022, the Company has 51,911,569 (12,042,004 as of December 31, 2021) common shares of own issuance held in treasury, with an average cost of R$40.84 (forty Brazilian Reais and eighty four cents) per share, with a historical value of R$2,120,324 (R$218,265 as of December 31, 2021) and the market corresponding to R$2,310,065 (R$723,845 as of December 31, 2021). This change is due to the May and July/2022 Repurchase Program, as disclosed below.
On May 4, 2022, the Company's Board of Directors approved the Repurchase Program (“May/2022 Program”) for up to 20,000,000 common shares of its own issuance . The May/2022 Program ended on August 3, 2022, through which it repurchased all the shares provided for at the average cost of R$48.33 (forty-eight Brazilian Reais and thirty-three cents), with market value corresponding to R$966,600.
On July 27, 2022, the Company's Board of Directors, approved a new Share Repurchase Program ("July/2022 Program") of up to 20,000,000 of common shares of its own issuance, whose maximum term for carrying out the acquisitions will be January 27, 2024. The July/2022 Program ended on September 27, 2022, through which it repurchased all the shares provided for at the average cost of R$46.84 (forty-six Brazilian Reais and eighty-four cents), with market value corresponding to R$936,800.
The repurchase programs totaled R$1,903,400 of market value, plus transaction costs of R$1,024, with a total disbursement of R$1,904,424.
On December 31, 2021, there was no purchase or sale of treasury shares.
In the nine-month period ended September 30, 2022, the Company granted 130,435 common shares at an average cost of R$39.10 (thirty-nine Brazilian Reais and ten cents) per share, with a historical value of R$5,100, for compliance with the 2018 Program of the restricted shares plan (note 22.2).
54
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
25. | EARNINGS (LOSS) PER SHARE |
25.1 | Basic |
The basic earnings (loss) per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares issued during the period, excluding the common shares acquired by the Company and held as treasury shares.
September 30, 2022 | September 30, 2021 | |||||||
Resulted of the period attributable for controlling shareholders’ | 15,925,229 | 6,315,893 | ||||||
Weighted average number of shares in the period – in thousands | 1,361,264 | 1,361,264 | ||||||
Weighted average treasury shares – in thousands | (24,010 | ) | (12,042 | ) | ||||
Weighted average number of outstanding shares – in thousands | 1,337,254 | 1,349,222 | ||||||
Basic earnings (loss) per common share – R$ | 11.90890 | 4.68114 |
25.2 | Diluted |
The diluted earnings (loss) 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, 2022 | September 30, 2021 | |||||||
Resulted of the period attributed to controlling shareholders’ | 15,925,229 | 6,315,893 | ||||||
Weighted average number of shares in the period (except treasury shares) – in thousands | 1,337,254 | 1,349,222 | ||||||
Average number of potential shares (stock options) - in thousands | 215 | 237 | ||||||
Weighted average number of shares (diluted) – in thousands | 1,337,469 | 1,349,459 | ||||||
Diluted earnings (loss) per common share – R$ | 11.90699 | 4.68032 |
26. | NET FINANCIAL RESULT |
September 30, 2022 | September 30, 2021 | |||||||
Financial expenses | ||||||||
Interest on loans, financing and debentures (1) | (2,696,093 | ) | (2,287,452 | ) | ||||
Premium expenses on early settlements | (260,289 | ) | ||||||
Amortization of transaction costs (2) | (53,407 | ) | (90,270 | ) | ||||
Interest expense on lease liabilities | (321,366 | ) | (317,850 | ) | ||||
Amortization of fair value adjustment | (14,163 | ) | (821 | ) | ||||
Other | (314,916 | ) | (179,169 | ) | ||||
(3,399,945 | ) | (3,135,851 | ) | |||||
Financial income | ||||||||
Cash and cash equivalents and marketable securities | 532,396 | 93,623 | ||||||
Interest on other assets | 89,676 | 31,311 | ||||||
622,072 | 124,934 | |||||||
Results from derivative financial instruments | ||||||||
Income | 9,907,450 | 4,893,859 | ||||||
Expenses | (4,396,936 | ) | (6,184,266 | ) | ||||
5,510,514 | (1,290,407 | ) | ||||||
Monetary and exchange rate variation, net | ||||||||
Exchange rate variation on loans, financing and debentures | 1,787,177 | (3,124,920 | ) | |||||
Lease | 93,460 | (123,504 | ) | |||||
Other assets and liabilities (3) | (180,435 | ) | 859,834 | |||||
1,700,202 | (2,388,590 | ) | ||||||
Net financial result | 4,432,843 | (6,689,914 | ) |
1) | Does not include R$206,444 arising from capitalized loan costs for the nine-month period ended September 30, 2022(does not include R$5,060 as of September 30, 2021). |
2) | Includes expense of R$232 arising from transaction costs with loans and financing that were recognized directly to the statement of income (R$3,978 as of September 30, 2021). |
3) | Includes effects of exchange rate variations of trade accounts receivable, trade account payable, cash and cash equivalents, marketable securities and other. |
55
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
27. | NET SALES |
September 30, 2022 | September 30, 2021 | |||||||
Gross sales | 42,477,984 | 34,639,280 | ||||||
Sales deductions | ||||||||
Returns and cancelations | (67,472 | ) | (47,210 | ) | ||||
Discounts and rebates | (5,393,512 | ) | (3,874,014 | ) | ||||
37,017,000 | 30,718,056 | |||||||
Taxes on sales | (1,555,761 | ) | (1,222,596 | ) | ||||
Net sales | 35,461,239 | 29,495,460 |
28. | SEGMENT INFORMATION |
28.1 | Criteria for identifying operating segments |
The Board of Directors and Board of Statutory Executive Officers evaluate the performance of the Company’s business segments through the EBITDA. The Company revised the prior period segment note to present EBITDA as its performance measure.
The operating segments defined by the Company’s management are set forth below:
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. |
Information related to total assets by reportable segment is not disclosed, as it is not included in the set of information made available to the Company’s management, which makes investment decisions and determine allocation of resources on a consolidated basis.
In addition, with respect to geographical information related to non-current assets, the Company does not disclose such information, as all our property, plant and equipment, biological and intangible assets are in Brazil.
28.2 | Information of operating segments |
September 30, 2022 | ||||||||||||
Pulp | Paper | Total | ||||||||||
Net sales | 29,409,409 | 6,051,830 | 35,461,239 | |||||||||
Domestic market (Brazil) | 1,937,291 | 4,167,961 | 6,105,252 | |||||||||
Foreign market | 27,472,118 | 1,883,869 | 29,355,987 | |||||||||
EBITDA | 18,036,703 | 2,384,824 | 20,421,527 | |||||||||
Depreciation, depletion and amortization | (5,497,631 | ) | ||||||||||
Operating profit before net financial income (“EBIT”) (1) | 14,923,896 | |||||||||||
EBITDA margin (%) | 61.33 | % | 39.41 | % | 57.59 | % |
1) | EBIT (“Earnings before interest and tax”). |
56
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
September 30, 2021 | ||||||||||||
Pulp | Paper | Total | ||||||||||
Net sales | 25,139,249 | 4,356,211 | 29,495,460 | |||||||||
Domestic market (Brazil) | 1,670,728 | 3,053,357 | 4,724,085 | |||||||||
Foreign market | 23,468,521 | 1,302,854 | 24,771,375 | |||||||||
EBITDA | 16,798,238 | 1,836,445 | 18,634,683 | |||||||||
Depreciation, depletion and amortization | (5,208,723 | ) | ||||||||||
Operating profit before net financial income (“EBIT”) (1) | 13,425,960 | |||||||||||
EBITDA margin (%) | 66.82 | % | 42.16 | % | 63.18 | % |
1) | EBIT (“Earnings before interest and tax”). |
28.3 | Net sales by product |
The following table set forth the breakdown of net sales by product:
Products | September 30, 2022 | September 30, 2021 | ||||||
Market pulp (1) | 29,409,409 | 25,139,249 | ||||||
Printing and writing paper (2) | 4,941,580 | 3,512,800 | ||||||
Paperboard | 1,037,066 | 807,762 | ||||||
Other | 73,184 | 35,649 | ||||||
35,461,239 | 29,495,460 |
1) | Net sale from fluff pulp represents approximately 0.8% of total net sales and, therefore, was included in market pulp net sales. (0.7% as of September 30, 2021). |
2) | Net sale from tissue represents approximately 2.3% of total net sales and, therefore, was included in printing and writing paper net sales. (2.2% as of September 30, 2021). |
28.4 | Goodwill based on expected future profitability |
The goodwill based on expected future profitability arising from the business combination were allocated to the disclosable segments, which correspond to the Company's cash-generating units (“CGU”), considering the economic benefits generated by such intangible assets. The allocation of intangibles is set forth below:
September 30, 2022 | December 31, 2021 | |||||||
Pulp | 7,897,051 | 7,897,051 | ||||||
Paper | 119,332 | 119,332 | ||||||
8,016,383 | 8,016,383 |
57
Suzano S.A. | |
Notes to the unaudited condensed consolidated interim financial information | |
Nine-month period ended September 30, 2022 | |
29. | INCOME (EXPENSES) BY NATURE |
September 30, 2022 | September 30, 2021 | |||||||
Cost of sales (1) | ||||||||
Personnel expenses | (1,039,270 | ) | (841,994 | ) | ||||
Costs of raw materials, materials and services | (8,350,558 | ) | (6,089,145 | ) | ||||
Logistics cost | (3,513,984 | ) | (3,119,714 | ) | ||||
Depreciation, depletion and amortization | (4,728,282 | ) | (4,419,908 | ) | ||||
Other | (396,341 | ) | (451,839 | ) | ||||
(18,028,435 | ) | (14,922,600 | ) | |||||
Selling expenses | ||||||||
Personnel expenses | (177,366 | ) | (162,270 | ) | ||||
Services | (97,511 | ) | (83,188 | ) | ||||
Logistics cost | (781,614 | ) | (662,395 | ) | ||||
Depreciation and amortization | (712,633 | ) | (707,722 | ) | ||||
Other (2) | (53,698 | ) | (41,226 | ) | ||||
(1,822,822 | ) | (1,656,801 | ) | |||||
General and Administrative expenses | ||||||||
Personnel expenses | (656,695 | ) | (658,689 | ) | ||||
Services | (246,564 | ) | (211,555 | ) | ||||
Depreciation and amortization | (76,573 | ) | (77,217 | ) | ||||
Other (3) | (114,063 | ) | (107,687 | ) | ||||
(1,093,895 | ) | (1,055,148 | ) | |||||
Other operating (expenses) income net | ||||||||
Rents and leases | 1,570 | 2,412 | ||||||
Result from sale of other products, net | 32,700 | 21,833 | ||||||
Result from sale and disposal of property, plant and equipment, intangible and biological assets, net (4) | 26,627 | 492,828 | ||||||
Result on fair value adjustment of biological assets | 171,618 | 564,533 | ||||||
Amortization of fair value adjustment (5) | 19,857 | (3,876 | ) | |||||
Tax credits - ICMS from the PIS/COFINS calculation basis (6) | (1,324 | ) | 368,965 | |||||
Provision for judicial liabilities | (101,717 | ) | ||||||
Other operating expenses, net | (8,467 | ) | (1,469 | ) | ||||
140,864 | 1,445,226 |
1) | Includes R$405,527 related to maintenance downtime costs (R$127,486 related to idle capacity and maintenance downtime as of September 30, 2021). |
2) | Includes expected credit losses, insurance, materials of use and consumption, travel, accommodation, trade fairs and events. |
3) | Includes, substantially, corporate expenses, insurance, materials of use and consumption, social programs and donations, travel and accommodation. As of September 30, 2021, includes R$81,249 related to COVID-19 social actions. |
4) | As of September 30, 2021, includes, substantially, the net gain on the sale of rural properties and forests to Turvinho and Bracell. |
5) | Does not include R$14,163, related to the amortization of fair value adjustment recognized as financial expenses (Note 26) (R$8,289 as of September 30, 2021). |
6) | As of September 30, 2021, refers to the recognition of (i) R$381,403, related to the tax credit and (ii) R$12,438 related to the provision for legal fees. |
30. | SUBSEQUENT EVENT |
30.1 | Acquisition of tissue business in Brazil |
On October 24, 2022, the Company announced to the market that entered into a contract to acquire Kimberly-Clark's tissue business in Brazil. The base price of the transaction is US$175 million, subject to the usual adjustments for this type of transaction and will be paid in full on the date of closing of the transaction, which is subject to the fulfillment of conditions precedent and approval by the Brazilian antitrust authorities (“Conselho Administrativo de Defesa Econômica - CADE”).
The acquisition involves a factory located in Mogi das Cruzes (São Paulo), which contractually provides for an installed capacity of 130 thousand tons of tissue per year, and the Neve brand, bringing to Suzano brand complementarity, product categories and geography.
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