0000909327ifrs-full:CountryOfDomicileMembersuz:BrazilianFederalLongTermRateMembersuz:BNDESTLPMembersuz:LaterThanFiveYearsAndNotLaterThanSixYearsMember2024-06-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2024.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED BALANCE SHEET
| | | | | | | | | | | | | | | | | |
| Note | | 06/30/2024 | | 12/31/2023 |
ASSETS | | | | | |
CURRENT | | | | | |
Cash and cash equivalents | 5 | | 7,246,498 | | | 8,345,871 | |
Marketable securities | 6 | | 14,360,936 | | | 12,823,886 | |
Trade accounts receivable | 7 | | 7,224,926 | | | 6,848,454 | |
Inventories | 8 | | 7,126,680 | | | 5,946,948 | |
Recoverable taxes | 9 | | 986,254 | | | 888,539 | |
Derivative financial instruments | 4.5 | | 1,161,258 | | | 2,676,526 | |
Advances to suppliers | 10 | | 127,180 | | | 113,743 | |
Other assets | | | 889,421 | | | 925,105 | |
Total current assets | | | 39,123,153 | | | 38,569,072 | |
| | | | | |
NON-CURRENT | | | | | |
Marketable securities | 6 | | 454,077 | | | 443,400 | |
Recoverable taxes | 9 | | 1,398,048 | | | 1,373,647 | |
Deferred taxes | 12 | | 4,418,401 | | | 545,213 | |
Derivative financial instruments | 4.5 | | 2,723,363 | | | 1,753,928 | |
Advances to suppliers | 10 | | 2,412,921 | | | 2,242,229 | |
Judicial deposits | | | 420,103 | | | 361,693 | |
Other assets | | | 172,666 | | | 182,463 | |
| | | | | |
Biological assets | 13 | | 19,801,748 | | | 18,278,582 | |
Investments | 14 | | 656,738 | | | 608,013 | |
Property, plant and equipment | 15 | | 62,025,794 | | | 59,289,069 | |
Right of use | 19.1 | | 5,153,462 | | | 5,196,631 | |
Intangible | 16 | | 14,333,837 | | | 14,749,085 | |
Total non-current assets | | | 113,971,158 | | | 105,023,953 | |
TOTAL ASSETS | | | 153,094,311 | | | 143,593,025 | |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED BALANCE SHEET
| | | | | | | | | | | | | | | | | |
| Note | | 06/30/2024 | | 12/31/2023 |
LIABILITIES | | | | | |
CURRENT | | | | | |
Trade accounts payable | 17 | | 5,058,959 | | | 5,572,219 | |
Loans, financing and debentures | 18.1 | | 7,250,222 | | | 4,758,247 | |
Lease liabilities | 19.2 | | 797,863 | | | 753,399 | |
Derivative financial instruments | 4.5 | | 469,544 | | | 578,763 | |
Taxes payable | | | 495,137 | | | 443,454 | |
Payroll and charges | | | 710,758 | | | 766,905 | |
Liabilities for assets acquisitions and subsidiaries | 23 | | 103,488 | | | 93,405 | |
Dividends and interest on own capital payable | | | 3,010 | | | 1,316,528 | |
Advances from customers | | | 152,378 | | | 172,437 | |
Other liabilities | | | 712,716 | | | 339,683 | |
Total current liabilities | | | 15,754,075 | | | 14,795,040 | |
| | | | | |
NON-CURRENT | | | | | |
Loans, financing and debentures | 18.1 | | 81,374,152 | | | 72,414,445 | |
Lease liabilities | 19.2 | | 5,806,489 | | | 5,490,383 | |
Derivative financial instruments | 4.5 | | 5,262,785 | | | 1,857,309 | |
Liabilities for assets acquisitions and subsidiaries | 23 | | 107,738 | | | 93,782 | |
Provision for judicial liabilities | 20.1 | | 2,862,828 | | | 2,860,409 | |
Employee benefit plans | 21.2 | | 845,262 | | | 833,683 | |
Deferred taxes | 12 | | 12,596 | | | 11,377 | |
Share-based compensation plans | 22 | | 291,166 | | | 268,489 | |
Advances from customers | | | 74,715 | | | 74,715 | |
Other liabilities | | | 88,310 | | | 83,093 | |
Total non-current liabilities | | | 96,726,041 | | | 83,987,685 | |
TOTAL LIABILITIES | | | 112,480,116 | | | 98,782,725 | |
| | | | | |
SHAREHOLDERS’ EQUITY | 24 | | | | |
Share capital | | | 19,235,546 | | | 9,235,546 | |
Capital reserves | | | 34,244 | | | 26,744 | |
Treasury shares | | | (1,304,843) | | | (1,484,014) | |
Profit reserves | | | 24,522,473 | | | 35,376,198 | |
Other reserves | | | 1,526,009 | | | 1,538,296 | |
Retained losses | | | (3,518,499) | | | |
Controlling shareholders' | | | 40,494,930 | | | 44,692,770 | |
Non-controlling interest | | | 119,265 | | | 117,530 | |
Total equity | | | 40,614,195 | | | 44,810,300 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | 153,094,311 | | | 143,593,025 | |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Second quarter | | Six months YTD |
| Note | | 06/30/2024 | | 06/30/2023 | | 06/30/2024 | | 06/30/2023 |
NET SALES | 27 | | 11,494,136 | | | 9,159,634 | | | 20,952,738 | | | 20,436,017 | |
Cost of sales | 29 | | (6,093,239) | | | (6,228,181) | | | (11,793,109) | | | (12,196,855) | |
GROSS PROFIT | | | 5,400,897 | | | 2,931,453 | | | 9,159,629 | | | 8,239,162 | |
| | | | | | | | | |
OPERATING INCOME (EXPENSES) | | | | | | | | | |
Selling | 29 | | (700,053) | | | (626,809) | | | (1,353,468) | | | (1,231,162) | |
General and administrative | 29 | | (557,771) | | | (427,208) | | | (1,060,746) | | | (817,443) | |
Income (expense) from associates and joint ventures | 14 | | 6,393 | | | (14,052) | | | (3,514) | | | 419 | |
Other operating (expenses) income, net | 29 | | 464,180 | | | 1,205,293 | | | 423,971 | | | 1,183,989 | |
OPERATING PROFIT BEFORE NET FINANCIAL INCOME (EXPENSES) | | | 4,613,646 | | | 3,068,677 | | | 7,165,872 | | | 7,374,965 | |
| | | | | | | | | |
NET FINANCIAL INCOME (EXPENSES) | 26 | | | | | | | | |
Financial expenses | | | (1,152,893) | | | (1,149,041) | | | (2,283,293) | | | (2,308,066) | |
Financial income | | | 456,888 | | | 404,137 | | | 881,105 | | | 789,898 | |
Derivative financial instruments, net | | | (3,890,341) | | | 2,903,766 | | | (4,524,878) | | | 4,899,019 | |
Monetary and exchange variations, net | | | (6,487,329) | | | 2,376,817 | | | (8,186,657) | | | 3,624,935 | |
NET INCOME (LOSS) BEFORE TAXES | | | (6,460,029) | | | 7,604,356 | | | (6,947,851) | | | 14,380,751 | |
| | | | | | | | | |
Income and social contribution taxes | | | | | | | | | |
Current | 12 | | (355,850) | | | (97,226) | | | (470,204) | | | (211,003) | |
Deferred | 12 | | 3,050,362 | | | (2,429,507) | | | 3,872,570 | | | (3,849,332) | |
NET INCOME (LOSS) FOR THE PERIOD | | | (3,765,517) | | | 5,077,623 | | | (3,545,485) | | | 10,320,416 | |
| | | | | | | | | |
Attributable to | | | | | | | | | |
Controlling shareholders’ | | | (3,770,198) | | | 5,073,127 | | | (3,554,806) | | | 10,310,498 | |
Non-controlling interest | | | 4,681 | | | 4,496 | | | 9,321 | | | 9,918 | |
| | | | | | | | | |
Earnings (loss) per share | | | | | | | | | |
Basic | 25.1 | | (2.93809) | | | 3.90544 | | | (2.76777) | | | 7.87524 | |
Diluted | 25.2 | | (2.93809) | | | 3.90397 | | | (2.76777) | | | 7.87231 | |
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The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Second quarter | | Six months YTD |
| | 06/30/2024 | | 06/30/2023 | | 06/30/2024 | | 06/30/2023 |
Net income (loss) for the period | | (3,765,517) | | | 5,077,623 | | | (3,545,485) | | | 10,320,416 | |
Other comprehensive income (loss) | | | | | | | | | | | |
Fair value investments in equity measured at fair value through other comprehensive income | | 2,391 | | | (742) | | | 2,649 | | | (1,376) | |
Tax effect on the fair value of investments | | (813) | | | 252 | | | (901) | | | 468 | |
Items with no subsequent effect on income (loss) | | 1,578 | | | (490) | | | 1,748 | | | (908) | |
| | | | | | | | | | |
Exchange rate variations on conversion of financial information of the subsidiaries abroad | | 20,222 | | | 11,607 | | | 22,272 | | | (8,832) | |
Items with subsequent effect on income (loss) | | 20,222 | | | 11,607 | | | 22,272 | | | (8,832) | |
Total comprehensive income (loss) | | (3,743,717) | | | 5,088,740 | | | (3,521,465) | | | 10,310,676 | |
| | | | | | | | |
Attributable to | | | | | | | | |
Controlling shareholders’ | | (3,748,398) | | | 5,084,244 | | | (3,530,786) | | | 10,300,758 | |
Non-controlling interest | | 4,681 | | | 4,496 | | | 9,321 | | | 9,918 | |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Attributable to controlling shareholders’ | | | | |
| | Share capital | | Capital reserves | | | | Profit reserves | | | | | | | | | |
| | Share Capital | | Share issuance costs | | Stock options granted | | Treasury shares | | Tax incentives | | Legal Reserve | | Reserve for capital increase | | Special statutory reserve | | Investment reserve | | Other reserves | | Retained earnings (losses) | | Total | | Non-controlling interest | | Total equity |
Balances at December 31, 2022 | | 9,269,281 | | | (33,735) | | | 18,425 | | | (2,120,324) | | | 879,278 | | | 1,404,099 | | | 19,732,050 | | | 2,192,442 | | | | | | 1,719,516 | | | | | | 33,061,032 | | | 105,333 | | | 33,166,365 | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,310,498 | | | 10,310,498 | | | 9,918 | | | 10,320,416 | |
Other comprehensive income (loss) for the period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,740) | | | | | | (9,740) | | | | | | (9,740) | |
Transactions with shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options granted (Note 22.3) | | | | | | | | 4,159 | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,159 | | | | | | 4,159 | |
Shares granted (Note 22.3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share repurchase (note 24.2) | | | | | | | | | | | (778,500) | | | | | | | | | | | | | | | | | | | | | | | | (778,500) | | | | | | (778,500) | |
Unclaimed dividends forfeited | | | | | | | | | | | 1,517,224 | | | | | | | | | | | | (1,517,224) | | | | | | | | | | | | | | | | | | |
Fair value attributable to non-controlling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,687) | | | (2,687) | |
Internal changes in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Constitution of reserves | | | | | | | | | | | | | | | | | | (14,972,324) | | | | | | 14,972,324 | | | | | | | | | | | | | | | | |
Realization of deemed cost, net of taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (59,626) | | | 59,626 | | | | | | | | | | |
Balances at June 30, 2023 | | 9,269,281 | | | (33,735) | | | 22,584 | | | (1,381,600) | | | 879,278 | | | 1,404,099 | | | 4,759,726 | | | 675,218 | | | 14,972,324 | | | 1,650,150 | | | 10,370,124 | | | 42,587,449 | | | 112,564 | | | 42,700,013 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at December 31, 2023 | | 9,269,281 | | | (33,735) | | | 26,744 | | | (1,484,014) | | | 998,237 | | | 1,847,109 | | | 15,670,952 | | | 1,887,576 | | | 14,972,324 | | | 1,538,296 | | | | | | 44,692,770 | | | 117,530 | | | 44,810,300 | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) for the period | | | | | | | | | | | | | | | | | | | | | | (3,554,806) | | | (3,554,806) | | | 9,321 | | | (3,545,485) | |
Other comprehensive income for the period | | | | | | | | | | | | | | | | | | | | 24,020 | | | | | 24,020 | | | | | 24,020 | |
Transactions with shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options granted (Note 22.3) | | | | | | 12,377 | | | | | | | | | | | | | | | | | | | 12,377 | | | | | 12,377 | |
Shares granted | | | | | | (4,877) | | | 4,877 | | | | | | | | | | | | | | | | | | | | | | | |
Shares repurchased (Note 24.2) | | | | | | | | (679,431) | | | | | | | | | | | | | | | | | (679,431) | | | | | (679,431) | |
Treasury shares cancelled (Note 24.2) | | | | | | | | 853,725 | | | | | | | (813,258) | | | (40,467) | | | | | | | | | | | | | | | |
Fair value attributable to non-controlling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,586) | | | (7,586) | |
Internal changes in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Increase in share capital (note 24.1) | | 10,000,000 | | | | | | | | | | | | | (10,000,000) | | | | | | | | | | | | | | | | | |
Realization of deemed cost, net of taxes | | | | | | | | | | | | | | | | | | | | (36,307) | | | 36,307 | | | | | | | | | |
Balances at June 30, 2024 | | 19,269,281 | | | (33,735) | | | 34,244 | | | (1,304,843) | | | 998,237 | | | 1,847,109 | | | 4,857,694 | | | 1,847,109 | | | 14,972,324 | | | 1,526,009 | | | (3,518,499) | | | 40,494,930 | | | 119,265 | | | 40,614,195 | |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| (In thousands of R$, unless otherwise stated) |
| | |
CONSOLIDATED STATEMENTS OF CASH FLOW
| | | | | | | | | | | |
| 06/30/2024 | | 06/30/2023 |
OPERATING ACTIVITIES | | | |
Net income (loss) for the period | (3,545,485) | | | 10,320,416 | |
Adjustment to | | | |
Depreciation, depletion and amortization | 3,943,188 | | | 3,451,862 | |
Depreciation of right of use (Note 19.1) | 167,592 | | | 141,654 | |
| | | |
Interest expense on lease liabilities | 222,185 | | | 223,237 | |
Result from sale and disposal of property, plant and equipment, intangible and biological assets, net (Note 29) | 124,424 | | | 111,195 | |
Income (expense) from associates and joint ventures (Note 14) | 3,514 | | | (419) | |
Exchange rate and monetary variations, net (Note 26) | 8,186,657 | | | (3,624,935) | |
Interest expenses on financing, loans and debentures (Note 26) | 2,545,932 | | | 2,309,587 | |
Capitalized loan costs (Note 26) | (802,515) | | | (511,650) | |
Accrual of interest on marketable securities | (645,445) | | | (529,887) | |
Amortization of transaction costs, premium and discounts (Note 26) | 39,616 | | | 32,421 | |
Derivative gains, net (Note 26) | 4,524,878 | | | (4,899,019) | |
Fair value adjustment of biological assets (Note 13) | (539,003) | | | (1,256,315) | |
Deferred income tax and social contribution (Note 12.2) | (3,872,570) | | | 3,849,332 | |
Interest on actuarial liabilities and cost of current service (Note 21.2) | 37,926 | | | 34,615 | |
Provision for judicial liabilities, net (Note 20.1) | 53,680 | | | 62,154 | |
Tax litigation reduction program | | | 14,031 | |
Provision (reversal) for doubtful accounts, net (Note 7.3) | (3) | | | 10,287 | |
Provision (reversal) for inventory losses, net (Note 8.1) | 14,714 | | | (854) | |
Provision (reversal) for loss of ICMS credits, net (Note 9.1) | (21,447) | | | 202,961 | |
| | | |
Other | 28,560 | | | 10,494 | |
Decrease (increase) in assets | | | |
Trade accounts receivable | 422,445 | | | 2,573,633 | |
Inventories | (667,502) | | | (372,295) | |
Recoverable taxes | (74,202) | | | (335,807) | |
Other assets | (33,736) | | | 235,459 | |
Increase (decrease) in liabilities | | | |
Trade accounts payable | 257,598 | | | (105,036) | |
Taxes payable | 224,019 | | | 82,064 | |
Payroll and charges | (56,148) | | | (63,898) | |
Other liabilities | (86,269) | | | (158,527) | |
Cash generated from operations | 10,452,603 | | | 11,806,760 | |
Payment of interest on financing, loans and debentures (Note 18.3) | (2,529,991) | | | (2,352,484) | |
Capitalized loan costs paid | 802,515 | | | 511,650 | |
Interest received on marketable securities | 570,829 | | | 391,601 | |
Payment of income taxes | (173,287) | | | (89,482) | |
Cash provided by operating activities | 9,122,669 | | | 10,268,045 | |
| | | | | |
INVESTING ACTIVITIES | | | | |
Additions to property, plant and equipment (Note 15) | (5,025,174) | | | (5,759,447) | |
Additions to intangible (Note 16) | (84,566) | | | (197) | |
Additions to biological assets (Note 13) | (3,459,209) | | | (2,899,032) | |
Proceeds from sales of property, plant and equipment and biological assets | 88,179 | | | 97,412 | |
Capital increase in affiliates (Note 14.3) | (27,319) | | | (35,075) | |
Marketable securities, net | (894,973) | | | (683,505) | |
Advances for acquisition (receipt) of wood from operations with development and partnerships | (183,995) | | | (410,024) | |
Dividends received | | | 4,869 | |
Asset acquisition | | | (1,615,140) | |
Acquisition of subsidiaries | | | (1,072,657) | |
Net cash from acquisition of subsidiaries | | | 5,002 | |
Cash used in investing activities | (9,587,057) | | | (12,367,794) | |
| | | | | |
FINANCING ACTIVITIES | | | |
Proceeds from loans, financing and debentures (Note 18.3) | 10,934,280 | | | 5,276,816 | |
Proceeds from derivative transactions (Note 4.5.4) | (682,787) | | | 1,664,900 | |
Payment of loans, financing and debentures (Note 18.3) | (8,921,182) | | | (765,533) | |
Payment of leases (Note 19.2) | (633,211) | | | (577,132) | |
Payment of interest on own capital and dividends | (1,318,418) | | | (2,415) | |
Liabilities for assets acquisitions and subsidiaries | | | (16,929) | |
Shares repurchased (Note 24.2) | (309,952) | | | (721,052) | |
Cash provided (used) by financing activities | (931,270) | | | 4,858,655 | |
| | | | |
EXCHANGE VARIATION ON CASH AND CASH EQUIVALENTS | 296,285 | | | (404,442) | |
| | | | | |
Increase (Decrease) in cash and cash equivalents, net | (1,099,373) | | | 2,354,464 | |
At the beginning of the period | 8,345,871 | | | 9,505,951 | |
At the end of the period | 7,246,498 | | | 11,860,415 | |
Increase (Decrease) in cash and cash equivalents, net | (1,099,373) | | | 2,354,464 | |
The accompanying notes are an integral part of this unaudited condensed consolidated interim financial information.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
.
1 COMPANY’S OPERATIONS
Suzano S.A. (“Suzano”) and its subsidiaries (collectively the “Company”) is a public company with its headquarters 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 its main business office in the city of São Paulo.
Suzano’s shares are traded on B3 S.A. (“Brasil, Bolsa, Balcão - “B3”), listed in the New Market under the ticker SUZB3, and its American Depositary Receipts (“ADRs”) in a ratio of 1 (one) per common share, Level II, are traded in the New York Stock Exchange (“NYSE”) under the ticker SUZ.
The Company has 13 industrial units, located in the cities of Cachoeiro de Itapemirim and Aracruz (Espírito Santo State), Belém (Pará State), Eunápolis and Mucuri (Bahia State), Maracanaú (Ceará State), Imperatriz (Maranhão State), Jacareí, Limeira, Mogi das Cruzes and two units in Suzano (São Paulo State) and Três Lagoas (Mato Grosso do Sul State). Additionally, it has four technology centers, 30 distribution centers and four ports, all located in Brazil.
These units produce hardwood pulp from eucalyptus, 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 foreign markets by Suzano, as well as through its wholly-owned subsidiaries and/or its sales offices in Argentina, Austria, China, Ecuador, United States of America and Singapore.
The Company's operations also include the commercial management of eucalyptus forest for its own use, operation of port terminals, and holding of interests, as a partner or shareholder, in other companies or enterprises, and commercialization of electricity generated from its pulp production process.
The Company is controlled by Suzano Holding S.A., through a voting agreement whereby it holds 47.73% of the common shares of its share capital.
These unaudited condensed consolidated interim financial information was authorized by the Board of Directors on August 6, 2024.
1.1 Equity interests
The Company holds equity interests in the following entities:
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| | | | | | % equity interest |
Entity/Type of investment | | Main activity | | Country | | 06/30/2024 | | 12/31/2023 |
Consolidated | | | | | | | | |
F&E Tecnologia do Brasil S.A. (Direct) | | Biofuel production, except alcohol | | Brazil | | 100.00 | % | | 100.00 | % |
Fibria Celulose (USA) Inc. (Direct) | | Business office | | United States of America | | 100.00 | % | | 100.00 | % |
Fibria Overseas Finance Ltd. (Direct) (1) | | Financial fundraising | | Cayman Island | | | | | 100.00 | % |
Fibria Terminal de Celulose de Santos SPE S.A. (Direct) | | Port operations | | Brazil | | 100.00 | % | | 100.00 | % |
FuturaGene Ltd. | | Biotechnology research and development | | England | | 100.00 | % | | 100.00 | % |
FuturaGene Delaware Inc. (Indirect) | | Biotechnology research and development | | United States of America | | 100.00 | % | | 100.00 | % |
FuturaGene Israel Ltd. (Indirect) | | Biotechnology research and development | | Israel | | 100.00 | % | | 100.00 | % |
FuturaGene Inc. (Indirect) | | Biotechnology research and development | | United States of America | | 100.00 | % | | 100.00 | % |
Maxcel Empreendimentos e Participações S.A. (Direct) | | Holding | | Brazil | | 100.00 | % | | 100.00 | % |
Itacel - Terminal de Celulose de Itaqui S.A. (Indirect) | | Port operations | | Brazil | | 100.00 | % | | 100.00 | % |
Mucuri Energética S.A. (Direct) | | Power generation and distribution | | Brazil | | 100.00 | % | | 100.00 | % |
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| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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| | | | | | % equity interest |
Entity/Type of investment | | Main activity | | Country | | 06/30/2024 | | 12/31/2023 |
Paineiras Logística e Transportes Ltda. (Direct) | | Road freight transport | | Brazil | | 100.00 | % | | 100.00 | % |
Portocel - Terminal Espec. Barra do Riacho S.A. (Direct) | | Port operations | | Brazil | | 51.00 | % | | 51.00 | % |
Projetos Especiais e Investimentos Ltda. (Direct) | | Commercialization of equipment and parts | | Brazil | | 100.00 | % | | 100.00 | % |
SFBC Participações Ltda. (Direct) | | Packaging production | | Brazil | | 100.00 | % | | 100.00 | % |
Stenfar S.A. Indl. Coml. Imp. Y. Exp. (Direct) | | Commercialization of paper and computer materials | | Argentina | | 100.00 | % | | 100.00 | % |
Suzano Austria GmbH. (Direct) | | Business office | | Austria | | 100.00 | % | | 100.00 | % |
Suzano Canada Inc. (Direct) | | Lignin research and development | | Canada | | 100.00 | % | | 100.00 | % |
Suzano Ecuador S.A.S. (Direct) | | Business office | | Ecuador | | 100.00 | % | | 100.00 | % |
Suzano Finland Oy (Direct) | | Industrialization and commercialization of cellulose, microfiber cellulose and paper | | Finland | | 100.00 | % | | 100.00 | % |
Suzano International Finance B.V (Direct) | | Financial fundraising | | Netherlands | | 100.00 | % | | 100.00 | % |
Suzano International Holding B.V. (Direct) | | Holding | | Netherlands | | 100.00 | % | | 100.00 | % |
Suzano International Trade GmbH. (Direct) | | Business office | | Austria | | 100.00 | % | | 100.00 | % |
Suzano Material Technology Development Ltd. (Direct) | | Biotechnology research and development | | China | | 100.00 | % | | 100.00 | % |
Suzano Netherlands B.V. (Direct) | | Financial fundraising | | Netherlands | | 100.00 | % | | 100.00 | % |
Suzano Operações Industriais e Florestais S.A. (Direct) | | Industrialization, commercialization and exporting of pulp | | Brazil | | 100.00 | % | | 100.00 | % |
Suzano Pulp and Paper America Inc. (Direct) | | Business office | | United States of America | | 100.00 | % | | 100.00 | % |
Suzano Pulp and Paper Europe S.A. (Direct) | | Business office | | Switzerland | | 100.00 | % | | 100.00 | % |
Suzano Shanghai Ltd. (Direct) | | Business office | | China | | 100.00 | % | | 100.00 | % |
Suzano Shanghai Trading Ltd. (Direct) | | Financial fundraising | | China | | 100.00 | % | | 100.00 | % |
Suzano Singapura Pte. Ltd (Direct) | | Business office | | Singapore | | 100.00 | % | | 100.00 | % |
Suzano Trading International KFT(Direct) | | Business office | | Hungary | | 100.00 | % | | 100.00 | % |
Suzano Ventures LLC (Direct) | | Corporate venture capital | | United States of America | | 100.00 | % | | 100.00 | % |
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Joint operation | | | | | | | | |
Veracel Celulose S.A. (Direct) | | Industrialization, commercialization and exporting of pulp | | Brazil | | 50.00 | % | | 50.00 | % |
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Equity | | | | | | | | |
Biomas Serviços Ambientais, Restauração e Carbono S.A. (Direct) | | Restoration, conservation and preservation of forests | | Brazil | | 16.66 | % | | 16.66 | % |
Ensyn Corporation (Direct) | | Biofuel research and development | | United States of America | | 25.53 | % | | 25.53 | % |
F&E Technologies LLC (Direct/Indirect) | | Biofuel production, except alcohol | | United States of America | | 50.00 | % | | 50.00 | % |
Ibema Companhia Brasileira de Papel (Direct) | | Industrialization and commercialization of paperboard | | Brazil | | 49.90 | % | | 49.90 | % |
Spinnova Plc (Direct) | | Research of sustainable raw materials for the textile industry | | Finland | | 18.77 | % | | 18.78 | % |
Woodspin Oy (Direct/Indirect) | | Development and production of cellulose-based fibers, yarns and textile filaments | | Finland | | 50.00 | % | | 50.00 | % |
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Fair value through other comprehensive income | | | | | | | | |
Celluforce Inc. (Direct) | | Nanocrystalline pulp research and development | | Canada | | 8.28 | % | | 8.28 | % |
Nfinite Nanotechnology Inc. (Indirect) (2) | | Research and development of smart nanocoatings | | Canada | | 5.00 | % | | |
(1)On March 27, 2024, the entity was liquidated.
(2)On March 8, 2024, Suzano Ventures LLC acquired equity interest in the legal entity Nfinite Nanotechnology Inc., which is an indirect subsidiary of Suzano S.A.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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1.2 Major events in the six-month period ended June 30, 2024
1.2.1 Effects of the war between Russia and Ukraine, and Middle East conflict
The Company has continuously monitored the impacts of the current war between Russia and Ukraine, and the Middle East conflict, both direct and indirect, on society, the economy and markets (global and domestic), with the objective of evaluating possible impacts and risks for the business.
The Company's assessment has covered five main areas:
(i)Personnel: Suzano has local employees and facilities in the city of Rehovot in Israel, through its subsidiary, FuturaGene Israel Ltd. The Company continuously monitors the situation.
In the context of the conflict between Russia and Ukraine, Suzano does not have employees or facilities of any kind in locations related to the conflict.
(ii)Supply Chain: the Company did not identify any short-term or long-term risk of possible interruptions or shortages of materials for its industrial and forestry activities. So far, the only effects observed have been greater volatility in commodities and energy prices.
(iii)Logistics: internationally, there was no change in the Company’s logistical operations, with all the routes used remaining unchanged and the moorings in the planned locations being maintained. At the domestic level, no changes in logistical flows were identified.
(iv)Commercial: to date, the Company has continued with its transactions as planned, maintaining service to its customers in all its sectors of activity. Sales to a few customers located in Russia were suspended, without any significant financial impact.
(v)Continuity of operations: The conflict in Israel may result in disruptions to biotechnology research and development operations at FuturaGene Israel Ltd.
As a result of the current scenario, the Company has taken steps to expand its monitoring of the situation, together with its main stakeholders, in order to ensure any updates and information flows required for its global decision-making are available in a timely manner.
1.2.2 Cerrado Project
On October 28, 2021, the Company's Board of Directors approved the realization of the Cerrado Project, which consists of building a pulp production mill in the municipality of Ribas do Rio Pardo, in the state of Mato Grosso do Sul.
The plant will have an nominal capacity of 2,550,000 tons of eucalyptus pulp production per year, with operations begin during the month of July 2024. The total investment is R$22,200,000, with substantial payments during the years of 2021 to 2025.
1.2.3 Cancellation of shares and new share buyback program
On January 26, 2024, the Board of Directors approved the cancellation of 20,000,000 common shares, with an average cost of R$42.69 per share, in the amount of R$853,725, which were held in treasury, without changing the share capital and against the balances of retained earnings reserves available. After the cancellation of the shares, the share capital of R$9,269,281 is divided into 1,304,117,615 common shares, all nominative, book-entry and with no par value.
On the same date, the Company decided on a new share buyback program, in which it may acquire up to a maximum of 40,000,000 common shares of its own issue with a maximum period of 18 months, which will end on July 26, 2025.
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| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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1.2.4 Share capital increase
On April 25, 2024, the Board of Directors approved the increase in the Company's capital stock, in the amount of R$10,000,000, without the issuance of new shares, pursuant to article 169, paragraph 1, of the Brazilian Corporation Law, to be paid in through the capitalization of the balance of the Capital Increase Reserve, pursuant to Article 199 of the Brazilian Corporation Law.
Due to the approval, the new wording of Article 5 of the Company's Bylaws will be as follows: "Article 5 – The Company's capital stock, fully subscribed and paid-up, is R$19,269,281 , divided into 1,304,117,615 common shares, all registered, book-entry and without par value."
1.2.5 Acquisition of equity interest in a specialty fibers business
On June 24, 2024, The Company entered into a partnership with B&C Holding Österreich GmbH (“B&C”), in which Suzano will (i) acquire a minority stake of 15.00% of the shares of Lenzing Aktiengesellschaft (“Lenzing”) held by B&C and (ii) sign a shareholders agreement with B&C establishing the main terms of the partnership, including: (a) the right to hold two seats on Lenzing’s Supervisory Board and (b) the right to alter the controlling position of Lenzing by Suzano acquiring an additional 15.00% (fifteen percent) of the shares of Lenzing held by B&C through a mandatory takeover offer procedure following the Austrian Takeover Law (“Transaction”).
The main terms and conditions of the Transaction are:
(i) Price for the minority stake: the price per share of EUR 39.70 (equivalent to R$238.07), with a total acquisition purchase price of EUR 229,971 (equivalent to R$1,379,090) to be fully paid at closing;
(ii) Suzano receives a right to alter the controlling position, acquiring an additional of 15.00% of the shares held by B&C as part of a mandatory takeover offer to be made by Suzano for all shares of Lenzing under Austrian Takeover Law at a price to be set in accordance with the requirements of the Austrian Takeover Law. Such right can be exercised by Suzano as from the day after the first anniversary of closing until the end of 2028;
(iii) Both steps, the acquisition of a minority stake and the change in the controlling position are subject to regulatory approvals common to this type of Transaction, including the mandatory takeover offer to be made by Suzano in compliance with Austrian Takeover Law in case of a change in control of Lenzing.
As of June 30, 2024, these steps had not been completed and, therefore, there are no accounting effects to recognize or disclose on this base date.
2 BASIS OF PREPARATION AND PRESENTATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The Company’s unaudited condensed consolidated interim financial information, for the six-month period ended June 30, 2024, are prepared in compliance with the international standard IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and disclose all the applicable significant information related to the financial information, which is consistent with the information used by Management in the performance of its duties.
The Company’s unaudited condensed consolidated interim financial information are expressed in thousands of Brazilian Reais (“R$”), as well as the amounts of other currencies, when applicable, were also expressed in thousands, unless otherwise stated.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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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.
The Company reviews its judgments, estimates and assumptions continually as disclosed in the annual financial statements for the year ended December 31, 2023 (Note 3.2.34). For the six-month period ended June 30, 2024, there were no changes in these judgments, estimates and assumptions compared to disclosed on December 31, 2023.
The unaudited condensed consolidated interim financial information was 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 unaudited condensed consolidated interim financial information was prepared under the going concern assumption.
3 SUMMARY OF MATERIAL ACCOUNTING POLICIES
The unaudited condensed consolidated interim financial information was prepared based on the information of Suzano and its subsidiaries on the same base date, except for associates Ensyn, Futuragene and Spinnova, as well as in accordance with consistent accounting policies and practices.
The unaudited condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended December 31, 2023, 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, 2024 and whose estimated impact was disclosed in the annual financial statements of December 31, 2023.
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.
3.1.1 Amendments to IFRS 7 – Supplier financing agreements and IAS 7 Statement of cash flow
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 timing of the recognition of any asset, liability, income or expense, or the information disclosed about these items.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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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 it refers to a transfer to a counterparty of an amount in cash, equity instruments, other assets or services.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.2 Amendments to IFRS 16 – Lease liability in a sale and leaseback transaction
The amendments change the requirements in IAS 1 with regard to the 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, considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence the decisions that the primary users of the 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.
The Company assessed the content of this pronouncement and did not identify any impacts.
3.1.3 Amendments to IAS 1: Classification of liabilities as current or non-current and non-current liabilities with covenants
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 through the following clarifications:
(i)A change in accounting estimates that results from new information or new developments does not constitute the correction of an error
(ii)The effects of a change in an input or a measurement technique used to develop an accounting estimate represent changes in accounting estimates if they do not result from the correction of prior period errors
The Company assessed the content of this pronouncement and did not identify any impacts.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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4 FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT
4.1 Financial risks management
4.1.1 Overview
In the six-month period ended June 30, 2024, 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, 2023 (Note 4).
The Company maintained its conservative approach and strong cash and marketable securities position, as well as its hedging policy.
4.1.2 Classification
All transactions with financial instruments are recognized for accounting purposes and classified in the following categories:
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| Note | | 06/30/2024 | | 12/31/2023 |
Assets | | | | | |
Amortized cost | | | | | |
Cash and cash equivalents | 5 | | 7,246,498 | | | 8,345,871 | |
Trade accounts receivable | 7 | | 7,224,926 | | | 6,848,454 | |
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Other assets (1) |
| | 670,095 | | | 737,222 | |
|
| | 15,141,519 | | | 15,931,547 | |
Fair value through other comprehensive income |
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Investments | 14.1 | | 31,364 | | | 23,606 | |
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| | 31,364 | | | 23,606 | |
Fair value through profit or loss |
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Derivative financial instruments | 4.5.1 | | 3,884,621 | | | 4,430,454 | |
Marketable securities | 6 | | 14,815,013 | | | 13,267,286 | |
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| | 18,699,634 | | | 17,697,740 | |
|
| | 33,872,517 | | | 33,652,893 | |
Liabilities |
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Amortized cost |
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Trade accounts payable | 17 | | 5,058,959 | | | 5,572,219 | |
Loans, financing and debentures | 18.1 | | 88,624,374 | | | 77,172,692 | |
Lease liabilities | 19.2 | | 6,604,352 | | | 6,243,782 | |
Liabilities for assets acquisitions and subsidiaries | 23 | | 211,226 | | | 187,187 | |
Dividends and interests on own capital payable |
| | 3,010 | | | 1,316,528 | |
Other liabilities (1) |
| | 481,507 | | | 116,716 | |
|
| | 100,983,428 | | | 90,609,124 | |
Fair value through profit or loss |
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Derivative financial instruments | 4.5.1 | | 5,732,329 | | | 2,436,072 | |
| | | 5,732,329 | | | 2,436,072 | |
| | | 106,715,757 | | | 93,045,196 | |
| | | 72,843,240 | | | 59,392,303 | |
(1)Does not include items not classified as financial instruments.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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4.1.3 Fair value of loans and financing
The estimated fair values of loans and financing are set forth below:
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| Yield used to discount/methodology | | 06/30/2024 | | 12/31/2023 |
Quoted in the secondary market | | | | | |
In foreign currency |
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Bonds | Secondary Market | | 43,616,964 | | | 38,703,379 | |
Estimated present value | | | | | |
In foreign currency | | | | | |
Export credits (“Prepayment”) | SOFR | | 17,671,131 | | | 17,783,760 | |
Assets Financing | SOFR | | 379,014 | | | 278,107 | |
ECA - Export Credit Agency | SOFR | | 691,611 | | | |
IFC - International Finance Corporation | SOFR | | 3,165,736 | | | 3,198,761 | |
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In local currency | | | | | |
BNDES – TJLP | DI 1 | | 175,745 | | | 215,458 | |
BNDES – TLP | DI 1 | | 2,285,041 | | | 2,712,762 | |
BNDES – Fixed | DI 1 | | 1,757 | | | 3,903 | |
BNDES – Selic (“Special Settlement and Custody System”) | DI 1 | | 604,215 | | | 686,798 | |
Assets Financing | DI 1 | | 62,955 | | | 75,622 | |
Debentures | DI 1/IPCA | | 10,659,539 | | | 8,881,277 | |
NCE (“Export Credit Notes”) | DI 1 | | 95,229 | | | 110,396 | |
NCR (“Rural Credit Notes”) | DI 1 | | 2,141,198 | | | 2,228,806 | |
Export credits (“Prepayment”) | DI 1 | | 823,967 | | | 824,035 | |
| | | 82,374,102 | | | 75,703,064 | |
The book values of loans and financing are disclosed in Note 18.
Management considers that, for its other financial assets and liabilities measured at amortized cost, their book values approximate their fair values, and therefore the fair value information is not being presented.
4.2 Liquidity risk management
The Company’s purpose is to maintain a strong cash and marketable securities position to meet its financial and operating commitments. The amount held in cash is intended to cover the expected outflows in the normal course of its operations, while the cash surplus is generally invested in highly liquid financial investments according to the 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 frequencies. During the six-month period ended June 30, 2024, the variations in cash and marketable securities were as expected, and the cash generated from operations was mostly used for investments and debt service.
All derivative financial instruments were traded over the counter and do not require deposit guarantee margins.
The remaining contractual maturities of financial liabilities are presented as of the balance sheet date. The amounts as set forth below consist of undiscounted cash flow, and include interest payments and exchange rate variations, and therefore may not reconcile with the amounts disclosed in the balance sheet.
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| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
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| | | | | | | | | | | 06/30/2024 |
| Book value | | Undiscounted cash flow | | Up to 1 year | | 1 - 2 years | | 2 - 5 years | | More than 5 years |
Liabilities | | | | | | | | | | | |
Trade accounts payables | 5,058,959 | | | 5,058,959 | | | 5,058,959 | | | | | | | |
Loans, financing and debentures | 88,624,374 | | | 118,976,266 | | | 13,708,238 | | | 8,967,446 | | | 42,773,201 | | | 53,527,381 | |
Lease liabilities | 6,604,352 | | | 11,631,398 | | | 1,230,619 | | | 1,113,432 | | | 2,930,245 | | | 6,357,102 | |
Liabilities for asset acquisitions and subsidiaries | 211,226 | | | 210,946 | | | 91,922 | | | 18,624 | | | 85,035 | | | 15,365 | |
Derivative financial instruments | 5,732,329 | | | 6,887,436 | | | 615,555 | | | 191,218 | | | 674,980 | | | 5,405,683 | |
Dividends and interests on own capital payable | 3,010 | | | 3,010 | | | 3,010 | | | | | | | |
Other liabilities | 481,507 | | | 481,507 | | | 422,471 | | | 59,036 | | | | | |
| 106,715,757 | | | 143,249,522 | | | 21,130,774 | | | 10,349,756 | | | 46,463,461 | | | 65,305,531 | |
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| | | | | | | | | | | 12/31/2023 |
| Book value | | Undiscounted cash flow | | Up to 1 year | | 1 - 2 years | | 2 - 5 years | | More than 5 years |
Liabilities | | | | | | | | | | | |
Trade accounts payables | 5,572,219 | | | 5,572,219 | | | 5,572,219 | | | | | | | |
Loans, financing and debentures | 77,172,692 | | | 105,526,852 | | | 7,648,237 | | | 12,983,542 | | | 31,355,362 | | | 53,539,711 | |
Lease liabilities | 6,243,782 | | | 11,021,519 | | | 1,172,568 | | | 1,045,795 | | | 2,743,793 | | | 6,059,363 | |
Liabilities for asset acquisitions and subsidiaries | 187,187 | | | 215,891 | | | 94,948 | | | 18,314 | | | 87,520 | | | 15,109 | |
Derivative financial instruments | 2,436,072 | | | 2,801,258 | | | 66,433 | | | 1,278,953 | | | 1,191,014 | | | 264,858 | |
Dividends and interests on own capital payable | 1,316,528 | | | 1,316,528 | | | 1,316,528 | | | | | | | |
Other liabilities | 116,716 | | | 116,716 | | | 58,955 | | | 57,761 | | | | | |
| 93,045,196 | | | 126,570,983 | | | 15,929,888 | | | 15,384,365 | | | 35,377,689 | | | 59,879,041 | |
4.3 Credit risk management
In the six-month period ended June 30, 2024, 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, 2023 (Note 4).
4.4 Market risk management
In the six-month period ended June 30, 2024, 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, 2023 (Note 4).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.4.1 Exchange rate risk management
As disclosed in the financial statements for the year ended December 31, 2023 (Note 4), the Company enters into US$ 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 a 24-months’ time horizon and therefore, are matched to the availability of currency for sale in the short term. The Company's Board of Directors approved the contracting of extraordinary hedge, in addition to the strategy mentioned above, for investments in the Cerrado Project, with a term of up to 36 months as of November 2021, in an amount of up to US$1,000,000. On July 27, 2022, the Board of Directors approved the expansion of the program, increasing the maximum amount (notional) to US$1,500,000, maintaining the previously established deadline. In order to provide transparency on the hedge program for the Cerrado Project, since December 31, 2021 the Company has started to prominently disclose the respective contracted operations.
The assets and liabilities that are exposed to foreign currency, substantially in US$, are set forth below:
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Assets | | | |
Cash and cash equivalents | 5,149,219 | | | 6,432,557 | |
Marketable securities | 2,811,914 | | | 7,378,277 | |
Trade accounts receivable | 5,393,033 | | | 5,049,609 | |
Derivative financial instruments | 3,041,184 | | | 3,070,594 | |
| 16,395,350 | | | 21,931,037 | |
Liabilities | | | |
Trade accounts payable | (1,200,975) | | | (1,625,011) | |
Loans and financing | (71,901,265) | | | (61,304,673) | |
Liabilities for asset acquisitions and subsidiaries | (150,121) | | | (127,598) | |
Derivative financial instruments | (4,980,878) | | | (1,867,882) | |
| (78,233,239) | | | (64,925,164) | |
| (61,837,889) | | | (42,994,127) | |
4.4.1.1 Sensitivity analysis – foreign exchange rate exposure – except for derivative financial instruments
For market risk analysis, the Company uses scenarios to evaluate both its asset and liability positions in foreign currency, and the possible effects on its results. The probable scenario represents the amounts recognized, as they reflect the conversion into Brazilian Reais on the balance sheet date (R$ to US$ = R$5.5589).
This analysis assumes that all other variables, particularly interest rates, remain constant. The other scenarios considered the depreciation of the Brazilian Real against the US$ at the rates of 25% and 50% before taxes.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The following table set forth the potential impacts at their absolute amounts:
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Effect on profit or loss |
| Probable (base value) | | Possible (25%) | | Remote (50%) |
Cash and cash equivalents | 5,149,219 | | | 1,287,305 | | | 2,574,610 | |
Marketable securities | 2,811,914 | | | 702,979 | | | 1,405,957 | |
Trade accounts receivable | 5,393,033 | | | 1,348,258 | | | 2,696,517 | |
Trade accounts payable | (1,200,975) | | | (300,244) | | | (600,488) | |
Loans and financing | (71,901,265) | | | (17,975,316) | | | (35,950,633) | |
Liabilities for asset acquisitions and subsidiaries | (150,121) | | | (37,530) | | | (75,061) | |
4.4.1.2 Sensitivity analysis – foreign exchange rate exposure – derivative financial instruments
The Company has sales operations in US$ in the futures markets, including strategies using options, to ensure attractive levels of operating margins for a portion of its revenue. These operations are limited to a percentage of the total exposure to US$ over a 24-month horizon, or to investments in the Cerrado Project, according to the extraordinary hedge described above, and are therefore pegged to the availability of ready-to-sell foreign exchange in the short term.
In addition to the transaction described above, the Company also taken out derivative instruments linked to the US$ and subject to exchange fluctuations, seeking to adjust the debt's currency indexation to the cash generation currency, as provided for in its financial policies.
For the calculation of the mark-to-market (“MtM”) price, the exchange rate of the last business day of the period is used. These market movements caused a negative impact on the mark-to-market position entered into by the Company.
This analysis below assumes that all other variables, particularly the interest rates, remain constant. The other scenarios considered the depreciation of the Brazilian Real against the US$ by 25% and 50%, before taxes, based on the base scenario on June 30, 2024.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The following table set out the possible impacts assuming these scenarios:
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Effect on profit or loss |
| Probable (base value) | | Possible 25% | | Remote 50% |
Dollar/Real | | | | | |
Derivative financial instruments | | | | | |
Derivative options | (1,333,266) | | | (6,410,594) | | | (14,619,086) | |
Derivative swaps | (589,917) | | | (2,262,706) | | | (4,443,068) | |
Derivative Non-Deliverable Forward (‘NDF’) Contracts | (77,902) | | | (318,622) | | | (671,020) | |
Embedded derivatives | 66,945 | | | (155,851) | | | (311,701) | |
NDF parity derivatives (1) | 9,371 | | | (154,754) | | | (273,597) | |
Commodity Derivatives | 77,059 | | | 19,264 | | | 38,528 | |
| | | | | |
Dollar/Euro | | | | | |
Derivative financial instruments | | | | | |
NDF parity derivatives (1) | 9,371 | | | (93,190) | | | (192,420) | |
(1)Long positions at US$/EUR 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 could increase or reduce the costs of new loans and existing contracted operations.
The Company is constantly looking for alternatives for the use of financial instruments in order to avoid negative impacts on its cash flow due to fluctuations in interest rates in Brazil or abroad.
4.4.2.1 Sensitivity analysis – exposure to interest rates – except for derivative financial instruments
For its market risk analysis, the Company uses scenarios to evaluate the sensitivity of changes in operations impacted by the following rates: Interbank Deposit Rate (“CDI”), Long Term Interest Rate (“TJLP”), Special System for Settlement and Custody (“SELIC”) and SOFR, which could impact the results. The probable scenario represents the amounts already booked, as they reflect Management’s best estimates.
This analysis assumes that all other variables, particularly exchange rates, will remain constant. The other scenarios considered a depreciation of 25% and 50% in market interest rates.
The following table set forth the possible impacts assuming these scenarios in absolute amounts:
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Effect on profit or loss |
| Probable | | Possible (25%) | | Remote (50%) |
CDI/SELIC | | | | | |
Cash and cash equivalents | 1,952,958 | | | (50,777) | | | (101,554) | |
Marketable securities | 11,208,299 | | | (291,416) | | | (582,832) | |
Loans and financing | 9,240,306 | | | 292,225 | | | 584,449 | |
TJLP | | | | | |
Loans and financing | 224,140 | | | 3,922 | | | 7,845 | |
SOFR | | | | | |
Loans and financing | 24,015,749 | | | 323,942 | | | 647,885 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.4.2.2 Sensitivity analysis – exposure to interest rates – derivative financial instruments
This analysis assumes that all other variables remain constant. The other scenarios considered a depreciation of 25% and 50% in market interest rates.
The following table sets out the possible impacts of these assumed scenarios:
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Effect on profit or loss |
| Probable | | Probable 25% | | Remote 50% |
CDI | | | | | |
Derivative financial instruments | | | | | |
Liabilities | | | | | |
Derivative options | (1,333,266) | | | (662,127) | | | (1,317,419) | |
Derivative swaps | (589,917) | | | (80,807) | | | (158,606) | |
SOFR | | | | | |
Derivative financial instruments | | | | | |
Liabilities | | | | | |
Derivative swaps | (589,917) | | | (143,819) | | | (275,609) | |
4.4.2.3 Sensitivity analysis to changes in the consumer price indices of the US economy
For the measurement of the probable scenario, the United States Consumer Price Index (“US-CPI”) was considered on June 30, 2024. The probable scenario was extrapolated considering a depreciation of 25% and 50% in the US-CPI to define the possible and remote scenarios, respectively.
The following table sets out the possible impacts, assuming these scenarios in absolute amounts:
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Effect on profit or loss |
| Probable (base value) | | Possible (25%) | | Remote (50%) |
| | | | | |
Embedded derivative in a commitment to purchase standing wood, originating from a forest partnership agreement | 66,945 | | | (33,119) | | | (68,055) | |
4.4.3 Commodity price risk management
The Company is exposed to commodity prices, mainly in the selling price of pulp in the international market. The dynamics of rising and falling production capacities in the global market and macroeconomic conditions may impact the Company´s operating results.
Through a specialized team, the Company monitors hardwood pulp prices and analyses future trends, adjusting the forecasts aimed at assisting with preventive measures to calculate the different scenarios. There is no sufficiently liquid financial market to mitigate the risk of a material portion of the Company’s operations. Hardwood pulp price protection instruments available on the market have low liquidity and low volume, and high levels of distortion in price formation.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The Company is also exposed to international oil prices, reflected in logistical costs for selling in the export market, and indirectly in the costs of other supply, logistics and service contracts. In such cases, the Company evaluates whether to contract derivative financial instruments to mitigate the risk of price variations in its results.
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, 2023 (Note 4).
4.5.1 Outstanding derivatives by contract type, including embedded derivatives
The positions of outstanding derivatives are set forth below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Notional value, net in U.S.$ | | Fair value in R$ |
| | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 12/31/2023 |
Instruments as part of protection strategy | | | | | | | | |
Operational hedges | | | | | | | | |
Zero Cost Collar | | 6,547,200 | | | 4,500,200 | | | (1,333,266) | | | 1,968,337 | |
NDF (R$ x US$) | | 357,500 | | | 505,000 | | | (77,902) | | | 162,776 | |
NDF (€ x US$) | | 68,512 | | | 262,088 | | | 9,371 | | | 100,362 | |
| | | | | | | | |
Debt hedges | | | | | | | | |
Swap SOFR to Fixed (US$) | | 1,437,593 | | | 2,555,626 | | | 391,912 | | | 741,492 | |
Swap IPCA to CDI (notional in Brazilian Reais) | | 5,078,782 | | | 4,274,397 | | | (364,433) | | | 47,645 | |
| | | | | | | | |
Swap CDI x Fixed (US$) | | 909,612 | | | 1,025,000 | | | (318,356) | | | (1,081,964) | |
Pre-fixed Swap to US$ (US$) | | | | 200,000 | | | | | (203,045) | |
Swap CDI x SOFR (US$) | | 610,171 | | | 125,000 | | | (277,115) | | | 25,774 | |
Swap SOFR to SOFR (US$) | | 150,961 | | | 150,961 | | | (21,923) | | | (16,615) | |
| | | | | | | | |
Commodity Hedge | | | | | | | | |
Swap US$ e US-CPI (1) | | 139,342 | | | 131,510 | | | 66,945 | | | 230,471 | |
Zero Cost Collar (Brent) | | 121,865 | | | 163,100 | | | 30,535 | | | (3,148) | |
Swap VLSFO/Brent | | 76,684 | | | 142,794 | | | 46,524 | | | 22,297 | |
| | | | | | (1,847,708) | | | 1,994,382 | |
| | | | | | | | |
Current assets | | | | | | 1,161,258 | | | 2,676,526 | |
Non-current assets | | | | | | 2,723,363 | | | 1,753,928 | |
Current liabilities | | | | | | (469,544) | | | (578,763) | |
Non-current liabilities | | | | | | (5,262,785) | | | (1,857,309) | |
| | | | | | (1,847,708) | | | 1,994,382 | |
(1)The embedded derivative refers to a swap contract for the sale of price variations in US$ and US-CPI within the term of a forest partnership with a standing wood supply contract.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The current contracts and the respective protected risks are set forth below:
(i)Swap CDI x Fixed US$: positions in conventional swaps exchanging the variation of the Interbank Deposit rate (“DI”) for a fixed rate in US$. The objective is to change the debt indexed in Brazilian Reais to US$, in compliance with the Company's natural exposure to US$ receivables.
(ii)Swap IPCA x CDI (notional in Brazilian Reais): positions in conventional swaps exchanging the variation of the Amplified Consumer Price Index (“IPCA”) for the DI rate. The objective is to change the debt indexed in reais, in compliance with the Company's cash position in Brazilian Reais, which is also indexed to DI.
(iii)Swap SOFR x Fixed US$: positions in conventional swaps exchanging a post-fixed rate (SOFR) for a fixed rate in US$. The objective is to protect the cash flow against changes in the US interest rate.
(iv)Pre-Fixed Swap R$ x Fixed US$: positions in conventional swaps of a fixed rate in Reais for a fixed rate in US$. The objective is to change the exposure of debts in Brazilian Reais to US$, in compliance with the Company's natural exposure to US$ receivables.
(v)SOFR x SOFR Swap: swap position exchanging a fixed rate added to SOFR for another fixed rate added to SOFR. The objective is to generate a fee discount for Prepayment with the banking institution, allowing for reversal mechanisms.
(vi)CDI x SOFR Swap: positions in conventional swaps exchanging the variation in the Interbank Deposit rate (“DI”) for a post-fixed rate (“SOFR”) US$. The objective is to change the debt index in reais to US$, aligning with the natural exposure of the Company's US$ receivables and capturing a lower cost of debt through the fluctuation of SOFR rate projections.
(vii)Zero Cost Collar: positions in an instrument that consists of the simultaneous combination of a purchase of put options and the sale of call options in US$, with the same principal amount and maturity, with the objective of protecting the cash flow of exports. Under this strategy, an interval is established where there is no deposit or receipt of financial margin at the option maturity. The objective is to protect the cash flow of exports against the depreciation of the Brazilian Real.
(viii)Non-Deliverable Forward contracts (“NDF”): short positions in US$ futures contracts with the objective of protecting the cash flow from exports against the depreciation of the Brazilian Real.
(ix)Swap US-CPI: The embedded derivative refers to the swap contracts for selling price variations in US$ and the US-CPI in forest partnership with a standing wood supply contract.
(x)Non-Deliverable Forward contracts: EUR and US$: call positions at EUR/US$ parity to protect the Capex cash flow of the Cerrado project against the appreciation of the Euro.
(xi)Swap Very Low Sulphur Fuel Oil / Brent (“VLSFO”): Long positions in oil, aimed at hedging logistical costs related to maritime freight contracts against the increase in oil prices.
(xii)Zero Cost Collar (Brent): positions in an instrument that consists of the simultaneous combination of buying call options and selling put options for oil - Brent, with the same principal value and maturity, with the objective of protecting input costs of oil derivatives. In this strategy, an interval is established where there is no deposit or receipt of financial margin at the expiration of the options. The objective is to protect costs against rising oil prices.
The variation in the fair values of derivatives on June 30, 2024 compared to the fair values measured on December 31, 2023 are explained substantially by the depreciation of the Brazilian Real against the US$ and by settlements during the period. There were also impacts caused by the variations in the Pre Fixed, Foreign Exchange Coupon and SOFR curves in the operations.
It is important to highlight that the outstanding agreements on June 30, 2024 are over-the-counter market operations, without any type of collateral margin or forced early settlement clause due to variations from market marking.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.5.2 Fair Value Maturity Schedule
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
2024 | 471,913 | | | 2,097,763 | |
2025 | (230,840) | | | 233,072 | |
2026 | (379,675) | | | (574,871) | |
2027 onwards | (1,709,106) | | | 238,418 | |
| (1,847,708) | | | 1,994,382 | |
4.5.3 Outstanding assets and liabilities derivatives positions
The outstanding derivatives positions are set forth below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Notional value | | Fair value |
| | Currency | | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 12/31/2023 |
Debt hedges | | | | | | | | | | |
Assets | | | | | | | | | | |
Swap CDI to Fixed | | US$ | | 4,748,394 | | | 3,898,011 | | | 1,618,434 | | | 223,776 | |
Swap Pre-Fixed to US$ | | US$ | | | | 738,800 | | | | | |
Swap SOFR to Fixed | | US$ | | 1,437,593 | | | 2,555,626 | | | 430,489 | | | 1,104,984 | |
Swap IPCA to CDI | | R$ | | 5,229,379 | | | 4,320,471 | | | 308,989 | | | 161,542 | |
| | | | | | | | | | |
Swap CDI to SOFR | | US$ | | 3,117,625 | | | 644,850 | | | 679,637 | | | 32,560 | |
Swap SOFR to SOFR | | US$ | | 150,961 | | | 150,961 | | | 6,717 | | | 6,681 | |
| | | | | | | | 3,044,266 | | | 1,529,543 | |
Liabilities | | | | | | | | | | |
Swap CDI to Fixed | | US$ | | 909,612 | | | 1,025,000 | | | (1,936,790) | | | (1,305,740) | |
Swap Pre-Fixed to US$ | | US$ | | | | 200,000 | | | | | (203,045) | |
Swap SOFR to Fixed | | US$ | | 1,437,593 | | | 2,555,626 | | | (38,577) | | | (363,492) | |
Swap IPCA to CDI | | R$ | | 5,078,782 | | | 4,274,397 | | | (673,422) | | | (113,897) | |
| | | | | | | | | | |
Swap CDI to SOFR | | US$ | | 610,171 | | | 125,000 | | | (956,752) | | | (6,786) | |
Swap SOFR to SOFR | | US$ | | 150,961 | | | 150,961 | | | (28,640) | | | (23,296) | |
| | | | | | | | (3,634,181) | | | (2,016,256) | |
| | | | | | | | (589,915) | | | (486,713) | |
Operational hedge | | | | | | | | | | |
Zero Cost Collar (US$ x R$) | | US$ | | 6,547,200 | | | 4,500,200 | | | (1,333,266) | | | 1,968,337 | |
NDF (R$ x US$) | | US$ | | 357,500 | | | 505,000 | | | (77,902) | | | 162,776 | |
NDF (€ x US$) | | US$ | | 68,512 | | | 262,088 | | | 9,371 | | | 100,362 | |
| | | | | | | | (1,401,797) | | | 2,231,475 | |
Commodity hedge | | | | | | | | | | |
Swap US-CPI (standing wood) (1) | | US$ | | 139,342 | | | 131,510 | | | 66,945 | | | 230,471 | |
Zero Cost Collar (Brent) | | US$ | | 121,865 | | | 163,100 | | | 30,535 | | | (3,148) | |
Swap VLSFO/Brent | | US$ | | 76,684 | | | 142,794 | | | 46,524 | | | 22,297 | |
| | | | | | | | 144,004 | | | 249,620 | |
| | | | | | | | (1,847,708) | | | 1,994,382 | |
(1)The embedded derivative refers to the swap contracts for selling price variations in US$ and the US-CPI in forest partnership with a standing wood supply contract.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.5.4 Fair value settled amounts
The settled derivatives positions are set forth below:
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Operational hedge | | | |
Zero Cost Collar (R$ x US$) | 580,961 | | | 2,987,953 | |
NDF (R$ x US$) | 39,368 | | | 155,458 | |
NDF (€ x US$) | 57,391 | | | 84,332 | |
| 677,720 | | | 3,227,743 | |
| | | |
Commodity hedge | 63,904 | | | 80,516 | |
Swap VLSFO/other | 63,904 | | | 80,516 | |
| | | |
Debt hedge | | | |
Swap CDI to Fixed (US$) | (1,562,218) | | | (438,417) | |
Swap IPCA to CDI (Brazilian Reais) | (14,722) | | | 256,683 | |
Swap IPCA to Fixed (US$) | | | 21,139 | |
Swap Pre-Fixed to US$ | (221,462) | | | (104,827) | |
Swap SOFR to SOFR | 800 | | | |
Swap CDI to SOFR (US$) | (22,911) | | | 7,729 | |
Swap SOFR to Fixed (US$) | 396,102 | | | 508,720 | |
| (1,424,411) | | | 251,027 | |
| (682,787) | | | 3,559,286 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.6 Fair value hierarchy
Financial instruments are measured at fair value, which considers the fair value as the price that would be received from selling an asset or paid to transfer a liability in an unforced transaction between market participants at the measurement date.
For the six-month period ended June 30, 2024, there were no changes between the 3 (three) levels of hierarchy and no transfers between levels 2 and 3.
| | | | | | | | | | | | | | | | | | | | |
| | | | 06/30/2024 |
| | Level 2 | | Level 3 | | Total |
Assets | | | | | | |
At fair value through profit or loss | | | | | | |
Derivative financial instruments | | 3,884,621 | | | | | 3,884,621 | |
Marketable securities | | 14,815,013 | | | | | 14,815,013 | |
| | 18,699,634 | | | | | | 18,699,634 | |
At fair value through other comprehensive income | | | |
|
|
|
Other investments | | | | 31,364 | | | 31,364 | |
| | | | | 31,364 | | | 31,364 | |
| |
|
|
|
|
|
Biological assets | | | | 19,801,748 | | | 19,801,748 | |
| | | | | 19,801,748 | | | 19,801,748 | |
Total assets | | 18,699,634 | | | 19,833,112 | | | 38,532,746 | |
| | | | | | |
| | | | | | |
Liabilities | |
|
|
|
|
|
At fair value through profit or loss | |
|
|
|
|
|
Derivative financial instruments | | 5,732,329 | | | | | 5,732,329 | |
| | 5,732,329 | | | | | | 5,732,329 | |
| | 5,732,329 | | | | | | 5,732,329 | |
| | | | | | | | | | | | | | | | | |
| | | | | 12/31/2023 |
| Level 2 | | Level 3 | | Total |
Assets | | | | | |
At fair value through profit or loss | | | | | |
Derivative financial instruments | 4,430,454 | | | | | | 4,430,454 | |
Marketable securities | 13,267,286 | | | | | | 13,267,286 | |
| 17,697,740 | | | | | | 17,697,740 | |
| | | | | |
At fair value through other comprehensive income | | |
|
|
|
Other investments - CelluForce | | | | 23,606 | | | 23,606 | |
| | | | 23,606 | | | 23,606 | |
| | | | | |
Biological assets | | | | 18,278,582 | | | 18,278,582 | |
| | | | 18,278,582 | | | 18,278,582 | |
Total assets | 17,697,740 | | | 18,302,188 | | | 35,999,928 | |
| | | | | |
Liabilities | | | | | |
At fair value through profit or loss | | | | | |
Derivative financial instruments | 2,436,072 | | | | | | 2,436,072 | |
| 2,436,072 | | | | | | 2,436,072 | |
Total liabilities | 2,436,072 | | | | | | 2,436,072 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
4.7 Cybersecurity
Suzano has a Public Information Security Policy, which aims to establish guidelines regarding cyber security management and controls at Suzano, seeking to mitigate vulnerabilities, preserve and protect assets, mainly information and personal data, in accordance with current laws, regulations and contractual obligations, covering the confidentiality, integrity, availability, authenticity and legality of information. The Policy establishes responsibilities to avoid damages, which may represent financial impacts, image and reputation, exposure of information, interruption of operations, among other damages due to cyber-attacks.
For the six-month period ended June 30, 2024, no material incidents associated with cybersecurity were identified that could affect the confidentiality, integrity and/or availability of the systems used by the Company.
4.8 Climate change
In the annual financial statements for the year ended December 31, 2023, the risks and opportunities information linked to climate change and the sustainability strategy were disclosed, which did not change significant during the six-month period ended June 30, 2024.
4.8.1 Disaster in the State of Rio Grande do Sul, Brazil
In the last week of April 2024, Rio Grande do Sul suffered from large-scale flooding after storms that devastated the state, with unprecedented elevations in the Guaíba River basins in Porto Alegre, and Lagoa dos Patos in Pelotas and Rio Grande, which also overflowed, flooding hundreds of cities in the state.
The Company has a distribution center in the city of Cachoeirinha, metropolitan region of Porto Alegre, however, it was not directly impacted by the floods and the indirect impacts are not material.
4.9 Capital management
The main objective is to strengthen the Company’s capital structure, aiming to maintain an appropriate level of financial leverage while mitigating risks that could affect the availability of capital for business development.
The Company continuously monitors significant indicators, such as consolidated financial leverage, which is the ratio of total net debt to adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”).
5 CASH AND CASH EQUIVALENTS
| | | | | | | | | | | | | | | | | |
| Average yield p.a. % | | 06/30/2024 | | 12/31/2023 |
Cash and banks (1) | 5.26% | | 5,293,540 | | | 6,561,558 | |
| | | | | |
Cash equivalents | | | | | |
Local currency | | | | | |
Fixed-term deposits (compromised) | 102.30 | % of CDI | | 1,952,958 | | | 1,784,313 | |
| | | | | |
| | | | | |
| | | | | |
| | | 7,246,498 | | | 8,345,871 | |
(1)Refers mainly to investments in foreign currency under the Sweep Account modality, which is a remunerated account the balance of which is invested and made available automatically each day.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
6 MARKETABLE SECURITIES
| | | | | | | | | | | | | | | | | |
| Average yield p.a. % | | 06/30/2024 | | 12/31/2023 |
In local currency | | | | | |
Private funds | 109.95% of CDI | | 1,372,479 | | | 1,295,296 | |
Public Securities (1) | IPCA + 5.90% | | 794,800 | | | | |
Private Securities ("CDBs") | 101.97% of CDI | | 9,381,743 | | | 4,150,313 | |
CDBs - Escrow Account (2) | 101.57% of CDI | | 454,077 | | | 443,400 | |
|
| | 12,003,099 | | | 5,889,009 | |
Foreign currency |
| | | | |
Time deposits (3) | 6.71% | | 2,747,563 | | | 7,333,308 | |
Other |
| | 64,351 | | | 44,969 | |
|
| | 2,811,914 | | | 7,378,277 | |
| | | 14,815,013 | | | 13,267,286 | |
| | | | | |
Current | | | 14,360,936 | | | 12,823,886 | |
Non-Current | | | 454,077 | | | 443,400 | |
(1)Acquisition of Brazil National Treasury Notes indexed to IPCA (NTN-B).
(2)Includes escrow accounts, which will be released only after obtaining the applicable governmental approvals, and pending compliance by the Company with the conditions precedent in transactions involving the sale of rural properties.
(3)Refers to Time Deposit investments, with maturities over 90 days, which are remunerated bank deposits with specific maturity periods.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
7 TRADE ACCOUNTS RECEIVABLE
7.1 Breakdown of balances
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Domestic customers | | | |
Third parties | 1,787,948 | | | 1,785,157 | |
Related parties (Note 11.1) (1) | 73,977 | | | 45,650 | |
| | | |
Foreign customers | | | |
Third parties | 5,393,033 | | | 5,049,609 | |
Related parties (Note 11.1) | 315 | | | | |
| | | |
(-) Expected credit losses | (30,347) | | | (31,962) | |
| 7,224,926 | | | 6,848,454 | |
(1)The balance refers to transactions with Ibema Companhia Brasileira de Papel.
The Company carries out factoring transactions for certain customer receivables where transfers the control and all risks and rewards related to these receivables to the counterparty, so these receivables are derecognized from accounts receivable in the balance sheet. This transaction refers to an additional cash generation opportunity and is therefore classified as a financial asset measured at amortized cost. The impact of these factoring transactions on the accounts receivable as of June 30, 2024, was R$6,081,569 (R$4,273,623 as of December 31, 2023).
7.2 Breakdown of trade accounts receivable by maturity
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Current | 6,150,528 | | | 5,904,402 | |
Overdue | | | |
Up to 30 days | 797,997 | | | 644,644 | |
From 31 to 60 days | 135,966 | | | 57,395 | |
From 61 to 90 days | 45,511 | | | 97,639 | |
From 91 to 120 days | 31,552 | | | 40,533 | |
From 121 to 180 days | 31,837 | | | 34,708 | |
From 181 days | 31,535 | | | 69,133 | |
| 7,224,926 | | | 6,848,454 | |
7.3 Roll-forward of expected credit losses
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Opening balance | (31,962) | | | (21,109) | |
(Provisions)/Reversals, net | 3 | | | (35,202) | |
| | | |
Write-offs | 2,704 | | | 24,230 | |
Exchange rate variations | (1,092) | | | 119 | |
Closing balance | (30,347) | | | (31,962) | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The Company maintains guarantees for overdue receivables as part of 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.
7.4 Main customers
On June 30, 2024 the Company doesn't have any customer responsible for more than 10% of the net sales of pulp operating segment and no main customers in the paper operating segment. On December 31, 2023 the Company had 1 (one) customer responsible for 10.27% of the net sales of pulp operating segment and no main customers in the paper operating segment.
8 INVENTORIES
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Finished goods | | | |
Pulp | | | |
Domestic (Brazil) | 619,278 | | | 576,774 | |
Foreign | 1,548,559 | | | 1,271,335 | |
Paper | | | |
Domestic (Brazil) | 666,547 | | | 569,771 | |
Foreign | 135,721 | | | 137,653 | |
Work in process | 121,527 | | | 93,325 | |
Raw materials | | | |
Wood | 2,196,594 | | | 1,666,817 | |
Operating supplies and packaging | 904,625 | | | 795,274 | |
Spare parts and other | 1,005,012 | | | 931,052 | |
| | | |
(-) Expected credit losses | (71,183) | | | (95,053) | |
| 7,126,680 | | | 5,946,948 | |
8.1 Roll-forward of estimated losses
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
Opening balance | (95,053) | | | (105,989) | |
Additions | (15,132) | | | (65,085) | |
Reversals | 418 | | | 33,666 | |
Write-offs | 38,584 | | | 42,355 | |
Closing balance | (71,183) | | | (95,053) | |
On June 30, 2024, and December 31, 2023, there were no inventory items pledged as collateral.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
9 RECOVERABLE TAXES
| | | | | | | | | | | |
| 06/30/2024 | | 12/31/2023 |
IRPJ/CSLL – prepayments and withheld taxes | 482,318 | | | 464,188 | |
PIS/COFINS – on acquisitions of property, plant and equipment (1) | 124,603 | | | 93,866 | |
PIS/COFINS – operations | 740,609 | | | 699,717 | |
PIS/COFINS – exclusions from ICMS (2) | 435,676 | | | 443,210 | |
ICMS – on acquisitions of property, plant and equipment (3) | 425,342 | | | 432,793 | |
ICMS – operations (4) | 1,470,445 | | | 1,470,949 | |
Reintegra program (5) | 78,442 | | | 64,077 | |
Other taxes and contributions | 57,855 | | | 45,821 | |
Provision for loss on ICMS credits (6) | (1,430,988) | | | (1,452,435) | |
| 2,384,302 | | | 2,262,186 | |
| | | |
Current | 986,254 | | | 888,539 | |
Non-current | 1,398,048 | | | 1,373,647 | |
(1)Social Integration Program (“PIS”) and Social Security Funding Contribution (“COFINS”): Credits whose realization is based on the years of depreciation of the corresponding asset.
(2)The Company and its subsidiaries filed lawsuits over the years seeking the exclusion of ICMS from the PIS and COFINS contribution tax basis, in relation to certain transactions during various periods from March 1992.
(3)Tax on Sales and Services (“ICMS”): Credits from the acquisition of property, plant and equipment are recovered on a straight-line basis over a four-year period, from the acquisition date, in accordance with the relevant regulation, the ICMS Control on Property, Plant and Equipment (“CIAP”).
(4)ICMS credits accrued due to the volume of exports and credit generated from product import transactions: Credits are concentrated in the States of Espírito Santo, Maranhão, Mato Grosso do Sul e São Paulo, where the Company realizes the credits through the sale of credits to third parties, after approval from the State Ministry of Finance of each State. Credits are also being realized through the consumption of consumer goods (tissue) transactions 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 export chain to taxpayers, to make them more competitive in foreign markets.
(6)Related to provisions for ICMS credit balances that are not probable to be recovered.
9.1 Roll-forward of provision for loss
| | | | | | | | | | | | | | |
| | | | ICMS |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | (1,452,435) | | | (1,103,807) | |
Addition (1) | | (94,008) | | | (399,838) | |
Write-off | | | | | 51,210 | |
Reversal (2) | | 115,455 | | | | |
Closing balance | | (1,430,988) | | | (1,452,435) | |
(1)Refers, substantially, to the accumulated ICMS credits of the state of Mato Grosso do Sul, arising from the construction operations of the Cerrado Project, and of the state of Espirito Santo, of the accumulated credits due to the volume of exports.
(2)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.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
10 ADVANCES TO SUPPLIERS
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Forestry development program and partnerships | | 2,412,921 | | | 2,242,229 | |
Advance to suppliers - others | | 127,180 | | | 113,743 | |
| | 2,540,101 | | | 2,355,972 | |
| | | | |
Current | | 127,180 | | | 113,743 | |
Non-current | | 2,412,921 | | | 2,242,229 | |
In the annual financial statements for the year ended December 31, 2023, the characteristics of the advances were disclosed, which did not change during the six-month period ended June 30, 2024.
11 RELATED PARTIES
The Company's commercial and financial transactions with the controlling shareholder and Companies owned by the controlling shareholder Suzano Holding S.A. ("Suzano Group") were carried out at specific prices and conditions, as well as the corporate governance practices adopted by the Company, and those recommended and/or required by the applicable 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; and (iv) social services;
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 six-month period ended June 30, 2024, there were no material changes in the terms of the agreements, deals and transactions entered into, nor were there any new contracts, agreements or transactions of any different nature entered into between the Company and its related parties.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
11.1 Balances recognized in assets and liabilities and amounts of transactions during the period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Assets | | Liabilities | | Financial result, net | | Sales (purchases), net |
| | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 06/30/2023 | | 06/30/2024 | | 06/30/2023 |
Transactions with majority shareholders | | | | | | | | | | | | | | | | |
Suzano Holding S.A. (1) | | 6 | | | 24 | | | | | | (363,520) | | | | | | | 22 | | | 22 | |
Controller (1) | | | | | | | | | | | (193,883) | | | | | | | | | | | |
Management and related persons (1) | | | | | | | | | | | (31,748) | | | | | | | | | | | |
Alden Fundo de Investimento em Ações (1) | | | | | | | | | | | (30,428) | | | | | | | | | | | |
| | 6 | | | 24 | | | | | | (619,579) | | | | | | | | | 22 | | | 22 | |
| | | | | | | | | | | | | | | | |
Transactions with companies of the Suzano Group and other related parties | | | | | | | | | | | | | | | | |
Management (expect compensation – Note 11.2) | | 91 | | | 61 | | | | | | | | | | | | | | | 290 | | | (810) | |
Bexma Participações Ltda | | | | | | | | | | | | | | | | | | | | 3 | | | 4 | |
Naman Capital Ltda | | 2 | | | | | | | | | | | | | | | | | | 4 | | | 3 | |
Civelec Participações Ltda | | 3,860 | | | 4,575 | | | | | | | | | 28 | | | | | | | | | 4,825 | |
Fundação Arymax | | 2 | | | | | | | | | | | | | | | | | | 3 | | | 1 | |
Ibema Companhia Brasileira de Papel (2) | | 73,977 | | | 45,659 | | | (5,802) | | | (1,023) | | | | | | | | | 87,768 | | | 108,105 | |
Instituto Ecofuturo - Futuro para o Desenvolvimento Sustentável | | 1 | | | 2 | | | (8) | | | | | | | | | | | | (2,837) | | | (3,959) | |
IPLF Holding S.A. | | | | | | | | | | | | | | | | | | | | 2 | | | 2 | |
Mabex Representações e Participações Ltda. | | | | | | | | | | | | | | | | | | | | (629) | | | | |
Nemonorte Imóveis e Participações Ltda | | | | | | | | | | | | | | | | | | | | (74) | | | (88) | |
Woodspin Oy | | 334 | | | | | | | | | 19 | | | | | | 427 | | | |
| | 78,267 | | | 50,297 | | | (5,810) | | | (1,023) | | | 47 | | | | | | 84,957 | | | 108,083 | |
| | 78,273 | | | 50,321 | | | (5,810) | | | (620,602) | | | 47 | | | | | | 84,979 | | | 108,105 | |
| | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Trade accounts receivable (Note 7) | | 74,292 | | | 45,650 | | | | | | | | | | | | | | | |
Other assets | | 3,981 | | | 4,671 | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Trade accounts payable (Note 17) | | | | | | | | (5,810) | | | (1,023) | | | | | | | | | |
Dividends and interest on own capital payable | | | | | | | | | (619,579) | | | | | | | | | |
| | 78,273 | | | 50,321 | | | (5,810) | | | (620,602) | | | | | | | | | |
(1)Refers to dividends and interest on own capital payable.
(2)Refers mainly to the sale of pulp.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
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 out below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Short-term benefits | | | | |
Salary or compensation | | 27,234 | | | 23,822 | |
Direct and indirect benefits | | 1,209 | | | 1,194 | |
Bonus | | 6,962 | | | 4,724 | |
| | 35,405 | | | 29,740 | |
Long-term benefits | | | | |
Share-based compensation plan | | 29,261 | | | 12,407 | |
| | 29,261 | | | 12,407 | |
| | 64,666 | | | 42,147 | |
Short-term benefits include fixed compensation (salaries and fees, vacation pay, mandatory bonus and “13th month’s salary” bonus), payroll charges (Company’s share of contributions to social security – “INSS”) and variable compensation such as profit sharing, bonuses 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 Management, in accordance with the specific regulations disclosed in Note 22.
12 INCOME AND SOCIAL CONTRIBUTION TAXES
The Company calculates income tax and social contribution taxes, current and deferred, based on the following rates: (i) 15% plus an additional 10% on taxable income in excess of R$240 for IRPJ; and (ii) 9% for CSLL, on the net income. Balances are recognized in the Company's income on an accruals basis.
Subsidiaries domiciled in Brazil have their taxes calculated and provisioned in accordance with the current legislation and their specific tax regime, including, in some cases, the presumed profit method. Subsidiaries domiciled abroad are subject to taxation 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, 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 subsidiaries, direct and indirect, domiciled abroad, equivalent to the profit earned by them 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 domiciled in Brazil, at each year ended.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
The Company management believes in the validity of the provisions of international treaties entered by Brazil to avoid double taxation. In order to ensure its right to non-double taxation, the Company filed a lawsuit in April 2019, which aims to exempt the double taxation in Brazil, of profits earned by its subsidiary located in Austria, according to Law No. 12,973/14. Due to the preliminary injunction granted in favor of the Company in the aforementioned lawsuit, the Company decided not to add the profit from Suzano International Trading GmbH, located in Austria, when determining its taxable income and social contribution basis of the net profit of the Company for the six-month period ended June 30, 2024. There is no provision for tax related to the non-double taxation profits of such subsidiary in 2024. For the six-month period ended June 30, 2024, there were no changes on the disclosure about uncertain tax positions for income tax and social contribution (IFRIC 23), which were disclosed in the annual financial statements of December 31, 2023.
12.1 Deferred taxes
12.1.1 Deferred income and social contribution taxes
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Tax loss | | 1,086,797 | | | 1,209,968 | |
Negative tax basis of social contribution | | 416,088 | | | 457,030 | |
| | | | |
Assets - temporary differences | | | | |
Provision for judicial liabilities | | 331,519 | | | 324,158 | |
Operating provisions and other losses | | 1,129,889 | | | 1,214,807 | |
Exchange rate variations | | 5,233,284 | | | 2,384,153 | |
Derivatives losses (“MtM”) | | 628,221 | | | |
Amortization of fair value adjustments arising from business combinations | | 633,847 | | | 654,358 | |
Unrealized profit on inventories | | 453,809 | | | 151,578 | |
Leases | | 491,931 | | | 356,110 | |
| | 10,405,385 | | | 6,752,162 | |
| | | | |
Liabilities - temporary differences | | | | |
Goodwill - tax benefit on unamortized goodwill | | 1,445,770 | | | 1,301,654 | |
Property, plant and equipment - deemed cost | | 1,103,321 | | | 1,137,483 | |
Depreciation for tax-incentive reason (1) | | 766,530 | | | 799,857 | |
Capitalized loan costs | | 920,058 | | | 640,063 | |
Fair value of biological assets | | 1,153,340 | | | 1,115,432 | |
Deferred taxes, net of fair value adjustments | | 356,612 | | | 370,947 | |
Tax credits - gains from tax lawsuit (exclusion of ICMS from the PIS and COFINS basis) | | 148,130 | | | 150,691 | |
Derivatives gains (“MtM”) | | | | | 678,090 | |
Provision of deferred taxes on results of subsidiaries abroad | | 81,381 | | | | |
Other temporary differences | | 24,438 | | | 24,109 | |
| | 5,999,580 | | | 6,218,326 | |
| | | | |
Non-current assets | | 4,418,401 | | | 545,213 | |
Non-current liabilities | | 12,596 | | | 11,377 | |
(1)Tax depreciation is taken as a benefit only in the income tax calculation bases.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
12.1.2 Breakdown of accumulated tax losses and social contribution tax losses carried forward
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Tax loss carried forward | | 4,347,188 | | | 4,839,872 | |
Negative tax basis of social contribution carried forward | | 4,623,200 | | | 5,078,111 | |
12.1.3 Roll-forward of deferred tax assets
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 533,836 | | | 3,985,297 | |
Tax loss | | (123,171) | | | 2,872 | |
Negative tax basis of social contribution | | (40,942) | | | 11,780 | |
Provision for judicial liabilities | | 7,361 | | | 55,562 | |
Operating provisions and other losses | | (84,918) | | | 215,779 | |
Exchange rate variation | | 2,849,131 | | | (1,913,350) | |
Derivative (gains) losses (“MtM”) | | 1,306,311 | | | (668,926) | |
Amortization of fair value adjustments arising from business combinations | | (6,176) | | | 2,219 | |
Unrealized profit on inventories | | 302,231 | | | (211,474) | |
Leases | | 135,821 | | | (8,728) | |
Goodwill - tax benefit on unamortized goodwill | | (144,116) | | | (278,551) | |
Property, plant and equipment - deemed cost | | 34,162 | | | 79,866 | |
Depreciation accelerated for tax-incentive reason | | 33,327 | | | 70,140 | |
Capitalized loan costs | | (279,995) | | | (429,229) | |
Fair value of biological assets | | (37,908) | | | (412,158) | |
Deferred taxes on the results of subsidiaries abroad | | (81,381) | | | | |
Credits on exclusion of ICMS from the PIS/COFINS tax base | | 2,561 | | | 43,430 | |
Other temporary differences | | (329) | | | (10,693) | |
Closing balance | | 4,405,805 | | | 533,836 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
12.2 Reconciliation of the effects of income tax and social contribution on profit or loss
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Net income (loss) before taxes | | (6,947,851) | | 14,380,751 |
Income tax and social contribution benefit (expense) at statutory nominal rate of 34% | | 2,362,269 | | (4,889,455) |
| | | | |
Tax effect on permanent differences | | | | |
Taxation (difference) on profit of associates in Brazil and abroad (1) | | 1,017,293 | | 815,768 |
Equity method | | (1,195) | | 143 |
Thin capitalization (2) | | | | (27,114) |
Credit related to Reintegra Program | | 4,807 | | 3,694 |
Director bonuses | | (9,347) | | (3,481) |
Tax incentives | | 26,912 | | 41,769 |
Donations/Fines – Other | | 1,626 | | (1,659) |
| | 3,402,366 | | (4,060,335) |
Income tax | | | | |
Current | | (370,788) | | (193,265) |
Deferred | | 2,852,815 | | (2,830,430) |
| | 2,482,027 | | (3,023,695) |
Social Contribution | | | | |
Current | | (99,416) | | (17,738) |
Deferred | | 1,019,755 | | (1,018,902) |
| | 920,339 | | (1,036,640) |
Income and social contribution benefits (expenses) on the period | | 3,402,366 | | (4,060,335) |
| | | | |
Effective rate of income and social contribution tax expenses | | 48.97 | % | | 28.23 | % |
(1)The difference in the taxation of subsidiaries is substantially due to the differences between the nominal tax rates in Brazil and those of subsidiaries located 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 certain limits and requirements are met. On June 30, 2024, all limits and requirements were met, and on June 30, 2023, the Company did not meet all of the limits and requirements, and therefore the expense is not deductible for the period.
12.3 Tax incentives
The Company benefits from a tax incentive for partial reduction of the income tax obtained from operations carried out in areas under the jurisdiction of the Northeast Development Superintendence (“SUDENE”) and the Superintendence of Amazon Development (“SUDAM”). The IRPJ reduction incentive is calculated based on the activity profits (exploitation profits) and considers the allocation of the operating profit based on the incentive production levels for each product.
| | | | | | | | | | | | | | |
Area/Regions | | Company | | Maturity |
Northeast Development Superintendence (“SUDENE”) | | |
| |
Eunápolis (BA) |
| Veracel | | 2025 |
Aracruz (ES) |
| Portocel | | 2030 |
Aracruz (ES) |
| Suzano | | 2031 |
Imperatriz (MA) |
| Suzano | | 2032 |
Mucuri (BA) |
| Suzano | | 2032 |
| | | | |
Superintendence of Amazon Development (“SUDAM”) | | |
| |
Belém (PA) |
| Suzano | | 2025 |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
12.4 OECD PILLAR TWO MODEL RULES
In December 2021, the Organisation for Economic Co-operation and Development (“OECD”) announced the guidelines for the Pillar Two model, aiming for a reform in international corporate taxation to ensure that multinational economic groups, covered by such regulations, contribute an effective minimum tax at a rate of 15% on profits. Each country's effective profit tax rate, as calculated by this model, is called the GloBE (Global Anti-Base Erosion Rules) effective tax rate. These rules await approval in the local legislation of each country. In the context of Suzano, compliance with OECD guidelines on international taxation is a strategic priority.
Many countries have already released legislation or plans on the adoption of Pillar Two rules and the calculation of GloBE revenue, considering the global minimum rate of 15% for multinationals with consolidated revenue above EUR750 million.
The Company is monitoring the jurisdictions where the legislation was approved and is in force, as well as the progress of the legislative process in other countries, in order to map the potential effects on its operations.
From 2024, the Company is subject to OECD Pillar Two model rules in some European jurisdictions, with emphasis only on Austria. There was no material impact on this unaudited condensed consolidated interim financial information due to this topic.
13 BIOLOGICAL ASSETS
The roll-forward of biological assets is as set forth below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 18,278,582 | | | 14,632,186 | |
Additions | | 3,459,209 | | | 5,777,952 | |
Depletions | | (2,360,381) | | | (3,680,997) | |
Transfers | | 94,061 | | | (136,297) | |
Gain on fair value adjustments | | 539,003 | | | 1,989,831 | |
Disposals | | (122,655) | | | (128,370) | |
Write-offs | | (86,071) | | | (175,723) | |
Closing balance | | 19,801,748 | | | 18,278,582 | |
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 the calculation.
In our model, the assumptions regarding the average annual growth rate (IMA), discount rate, and average gross selling price of eucalyptus are particularly sensitive. Any increase or decrease in these assumptions could lead to significant gains or losses in the fair value measurement.
The assumptions used in the measurement of the fair value of biological assets were as follow:
(i)Average cycle of forest formation between 6 and 7 years;
(ii)Effective area of forest from the 3rd year of planting;
(iii)The 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 soil conditions;
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
(iv)The estimated average standard cost per hectare includes silvicultural and forest management expenses, applied to each year of formation of the biological cycle of the forests, plus the costs of land lease agreements and the opportunity cost of owning land;
(v)The average gross selling prices of eucalyptus were based on specialized research on transactions carried out by the Company with independent third parties; and
(vi)The discount rate corresponds to the average cost of capital and other economic assumptions for a market participant.
The table below discloses the measurement of the premises adopted:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Planted useful area (hectare) | | 1,150,075 | | 1,094,611 |
Mature assets | | 172,457 | | 144,942 |
Immature assets | | 977,618 | | 949,669 |
Average annual growth (IMA) – m3/hectare/year | | 39.11 | | 37.92 |
Average gross sale price of eucalyptus – R$/m3 | | 103.41 | | 96.04 |
Discount rate (post-tax) | | 8.60 | % | | 8.80 | % |
The pricing model considers the net cash flows, after the deduction of taxes on profit at the applicable rates.
The fair value adjustment justified by the combined variations of the indicators mentioned above resulted in a positive variation of R$539,003 recognized in other operating income (expenses), net (Note 29).
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Physical changes and discount rate (1) | | 258,678 | | 1,575,017 |
Price | | 280,325 | | 414,814 |
| | 539,003 | | 1,989,831 |
1) Includes the variation of indicators: IMA, discount rate and area.
The Company manages the financial and climate risks related to its agricultural activities in a preventive manner. To reduce the risks arising 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 (Note 4.8).
The Company has no biological assets pledged as collateral on June 30, 2024 and December 31, 2023.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
14 INVESTMENTS
14.1 Investments breakdown
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
| | | | |
Investments in associates and joint ventures | | 396,487 | | | 355,520 | |
Goodwill | | 228,887 | | | 228,887 | |
Other investments evaluated at fair value through other comprehensive income | | 31,364 | | | 23,606 | |
| | 656,738 | | | 608,013 | |
| | | | |
Investments | | 656,738 | | | 608,013 | |
| | 656,738 | | | 608,013 | |
14.2 Investments in associates and joint ventures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Information of investees as at | | Company Participation |
| | | | | 06/30/2024 | | Carrying amount | | In the income (expenses) for the period |
| Equity | | Income (expenses) of the period | | Participation equity (%) | | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 06/30/2023 |
Associate | | | | | | | | | | | | | |
Foreign | | | | | | | | | | | | | |
Ensyn Corporation | 1,112 | | | (663) | | | 25.53 | % | | 284 | | | 387 | | | (170) | | | (4,304) | |
Spinnova Plc (1) | 520,012 | | | (10,088) | | | 18.77 | % | | 97,658 | | | 95,736 | | | (9,065) | | | (6,706) | |
| | | | | | | 97,942 | | | 96,123 | | | (9,235) | | | (11,010) | |
Joint ventures | | | | | | | | | | | | | |
Domestic (Brazil) | | | | | | | | | | | | | |
Biomas | 29,781 | | | (12,923) | | | 16.66 | % | | 4,962 | | | 2,797 | | | (2,001) | | | (175) | |
Ibema Companhia Brasileira de Papel | 352,189 | | | 38,156 | | | 49.90 | % | | 175,742 | | | 156,703 | | | 19,040 | | | 21,524 | |
Foreign | | | | | | | | | | | | | |
F&E Technologies LLC | 11,451 | | | | | | 50.00 | % | | 5,726 | | | 4,987 | | | | | | | |
Woodspin Oy | 224,231 | | | (22,275) | | | 50.00 | % | | 112,115 | | | 94,910 | | | (11,318) | | | (9,688) | |
| | | | | | | 298,545 | | | 259,397 | | | 5,721 | | | 11,661 | |
| | | | | | | | | | | | | |
Other investments evaluated at fair value through other comprehensive income | | | | | | | 31,364 | | | 23,606 | | | | | | (232) | |
| | | | | | | 31,364 | | | 23,606 | | | | | | (232) | |
| | | | | | | 427,851 | | | 379,126 | | | (3,514) | | | 419 | |
(1)The average share price quoted on the Nasdaq First North Growth Market (NFNGM) was EUR1.60 on June 30, 2024 and EUR2.40 in December 31, 2023).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
15 PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Land | | Buildings | | Machinery, equipment and facilities | | Work in progress | | Other (1) | | Total |
Average rate % | | | | 3.63 | | | 6.77 | | | | | | 19.02 | | | | |
Accumulated cost | 14,486,408 | | | 9,644,875 | | | 45,160,365 | | | 10,373,151 | | | 1,281,328 | | | 80,946,127 | |
Accumulated depreciation | | | | (3,879,898) | | | (25,541,712) | | | | | | (867,883) | | | (30,289,493) | |
Balance as of December 31, 2022 | 14,486,408 | | | 5,764,977 | | | 19,618,653 | | | 10,373,151 | | | 413,445 | | | 50,656,634 | |
Additions | 54,027 | | | 15 | | | 467,032 | | | 10,742,118 | | | 17,949 | | | 11,281,141 | |
Additions of merged companies | 4,572 | | | 111,495 | | | 453,617 | | | 8,306 | | | 11,175 | | | 589,165 | |
Write-offs | (25,090) | | | (36,184) | | | (133,249) | | | | | | (56,869) | | | (251,392) | |
Depreciation | | | | (313,304) | | | (2,570,734) | | | | | | (145,092) | | | (3,029,130) | |
Transfers and other | 339,272 | | | 379,495 | | | 2,702,633 | | | (3,638,466) | | | 259,717 | | | 42,651 | |
Accumulated cost | 14,859,189 | | | 10,032,317 | | | 48,456,537 | | | 17,485,109 | | | 1,491,663 | | | 92,324,815 | |
Accumulated depreciation | | | | (4,125,823) | | | (27,918,585) | | | | | | (991,338) | | | (33,035,746) | |
Balance as of December 31, 2023 | 14,859,189 | | | 5,906,494 | | | 20,537,952 | | | 17,485,109 | | | 500,325 | | | 59,289,069 | |
Additions (2) | 305 | | | 479 | | | 151,942 | | | 4,275,742 | | | 9,594 | | | 4,438,062 | |
| | | | | | | | | | | |
Write-offs | (1,222) | | | (1,484) | | | (81,013) | | | | | | (4,570) | | | (88,289) | |
Depreciation | | | | (165,807) | | | (1,371,981) | | | | | | (91,091) | | | (1,628,879) | |
Transfers and other | 52,037 | | | 165,882 | | | 767,318 | | | (1,091,211) | | | 121,805 | | | 15,831 | |
Accumulated cost | 14,910,309 | | | 10,179,228 | | | 49,062,051 | | | 20,669,640 | | | 1,594,824 | | | 96,416,052 | |
Accumulated depreciation | | | | (4,273,664) | | | (29,057,833) | | | | | | (1,058,761) | | | (34,390,258) | |
Balance as of June 30, 2024 | 14,910,309 | | | 5,905,564 | | | 20,004,218 | | | 20,669,640 | | | 536,063 | | | 62,025,794 | |
(1)Includes vehicles, furniture and utensils and computer equipment.
(2)The addition of work in progress refers, mainly to the Cerrado Project, of which R$587,112 is a cash effect in the previous periods.
On June 30, 2024, the Company evaluated the business, market and climate impacts, and did not identify any event that indicated the need to perform an impairment test and to record any impairment provision for property, plant and equipment.
15.1 Items pledged as collateral
On June 30, 2024, property, plant and equipment items pledged as collateral for loan transactions and legal proceedings, consisting mainly of the units of Três Lagoas and Imperatriz totalling R$17,119,831 (R$16,332,447 in the same units as at December 31, 2023).
15.2 Capitalized expenses
For the six-month period ended June 30, 2024, the Company capitalized loan costs in the amount of R$802,515 (R$1,160,364 as of December 31, 2023). The weighted average interest rate, adjusted by the equalization of the exchange rate effects, utilized to determine the capitalized amount was 10.55% p.a. (10.98% p.a. as of December 31, 2023).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
16 INTANGIBLE
16.1 Goodwill and intangible assets with indefinite useful lives
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Goodwill - Facepa | | 119,332 | | | 119,332 | |
Goodwill - Fibria | | 7,897,051 | | | 7,897,051 | |
Goodwill - MMC Brasil (1) | | 170,859 | | | 170,859 | |
Other (2) | | 4,834 | | | 4,834 | |
| | 8,192,076 | | | 8,192,076 | |
(1)Refers to the goodwill of the MMC Brasil business combination.
(2)Refers to other intangible assets with indefinite useful lives such as servitude of passage and electricity.
The goodwill is based on expected future profitability supported by valuation reports, after the purchase price allocation.
Goodwill is allocated to cash-generating units as presented in Note 28.4.
For the six-month period ended June 30, 2024, the Company did not identify any event that indicated the need to perform the impairment test and to record any impairment provision for intangible assets.
16.2 Intangible assets with limited useful lives
| | | | | | | | | | | | | | | | | | | | |
| | | | 06/30/2024 | | 12/31/2023 |
Opening balance | | | | 6,557,009 | | | 7,173,183 | |
Additions | | | | 84,566 | | | 104,931 | |
Fair value adjustment MMC Brasil | | | | | | | 189,655 | |
Write-offs | | | | | | | (2) | |
Amortization | | | | (499,814) | | | (990,432) | |
Transfers and others | | | | | | | 79,674 | |
Closing balance | | | | 6,141,761 | | | 6,557,009 | |
Represented by | | Average rate % | | | | |
Non-competition agreements | | 5.00 | | | 4,661 | | | 4,818 | |
Port concessions | | 4.30 | | | 524,708 | | | 537,179 | |
Lease agreements | | 16.90 | | | 3,125 | | | 6,875 | |
Supplier agreements | | 12.90 | | | 33,332 | | | 40,739 | |
Port service contracts | | 4.20 | | | 535,139 | | | 549,821 | |
Cultivars | | 14.30 | | | 30,588 | | | 40,784 | |
Trademarks and patents | | 9.05 | | | 179,490 | | | 188,723 | |
Customer portfolio | | 9.10 | | | 4,515,389 | | | 4,925,879 | |
Supplier agreements | | 17.60 | | | 5,576 | | | 10,861 | |
Software | | 20.00 | | | 164,336 | | | 141,178 | |
Other | | 5.75 | | | 145,417 | | | 110,152 | |
| | | | 6,141,761 | | | 6,557,009 | |
| | | | | | |
Cost | | | | 12,463,304 | | | 12,378,761 | |
Amortization | | | | (6,321,543) | | | (5,821,752) | |
Closing balance | | | | 6,141,761 | | | 6,557,009 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
17 TRADE ACCOUNTS PAYABLE
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
In local currency | | | | |
Third party (1) (2) |
| 3,852,174 | | | 3,946,185 | |
Related party (Note 11.1) (3) |
| 5,810 | | | 1,023 | |
In foreign currency | | | | |
Third party (2) |
| 1,200,975 | | | 1,625,011 | |
| | 5,058,959 | | | 5,572,219 | |
(1)Within the balance of suppliers, there are values under supplier finance arrangement that were subject to anticipation with financial institutions at the exclusive option of certain suppliers, without changing the originally defined purchase conditions (payment terms and negotiated prices). The balance related to such operations on June 30, 2024 was R$338,953 (R$281,350 at December 31, 2023).
(2)Within the balance of suppliers, the following balances refer to the Cerrado Project, R$529,230 (R$523,408 on December 31, 2023) in local currency and R$487,093 (R$1,080,028 on December 31, 2023) in foreign currency.
(3)The balance refers mainly to transactions with Ibema Companhia Brasileira de Papel.
18 LOANS, FINANCING AND DEBENTURES
18.1 Breakdown by type
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Current | | Non-current | | | | Total |
Type | | Interest rate | | Average annual interest rate - % | | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 12/31/2023 |
In foreign currency | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Bonds | | Fixed | | 5.0 | % | | 2,823,963 | | | 841,625 | | | 44,218,728 | | | 40,122,749 | | | 47,042,691 | | | 40,964,374 | |
Export credits (“export prepayments”) | | SOFR/Fixed | | 6.3 | % | | 3,601,807 | | | 2,690,891 | | | 16,812,138 | | | 14,487,252 | | | 20,413,945 | | | 17,178,143 | |
Assets financing | | SOFR | | 6.3 | % | | 105,427 | | | 61,924 | | | 335,084 | | | 220,199 | | | 440,511 | | | 282,123 | |
ECA - Export Credit Agency | | SOFR | | 3.8 | % | | 7,481 | | | | | | 690,400 | | | | | | 697,881 | | | | |
IFC - International Finance Corporation | | SOFR | | 6.2 | % | | | | | 731 | | | 3,300,411 | | | 2,871,399 | | | 3,300,411 | | | 2,872,130 | |
Others | | | | | | 5,826 | | | 7,903 | | | | | | | | | 5,826 | | | 7,903 | |
| | | | | | 6,544,504 | | | 3,603,074 | | | 65,356,761 | | | 57,701,599 | | | 71,901,265 | | | 61,304,673 | |
In local currency | | | | | | | | | | | | | | | | |
BNDES | | TJLP | | 8.6 | % | | 73,413 | | | 49,348 | | | 149,771 | | | 199,988 | | | 223,184 | | | 249,336 | |
BNDES | | TLP | | 13.5 | % | | 74,102 | | | 57,060 | | | 3,262,865 | | | 3,123,727 | | | 3,336,967 | | | 3,180,787 | |
BNDES | | Fixed | | 4.0 | % | | 2,009 | | | 4,020 | | | | | | | | | 2,009 | | | 4,020 | |
BNDES | | SELIC | | 14.5 | % | | 139,159 | | | 65,013 | | | 789,738 | | | 857,419 | | | 928,897 | | | 922,432 | |
| | | | | | | | | | | | | | | | |
Assets financing | | CDI | | 14.5 | % | | 18,267 | | | 17,037 | | | 66,188 | | | 71,235 | | | 84,455 | | | 88,272 | |
NCE (“Export credit notes”) | | CDI | | 14.5 | % | | 2,854 | | | 3,114 | | | 100,000 | | | 100,000 | | | 102,854 | | | 103,114 | |
NCR (“Rural producer certificates”) | | CDI | | 12.1 | % | | 295,339 | | | 101,739 | | | 1,999,053 | | | 1,998,270 | | | 2,294,392 | | | 2,100,009 | |
Export credits (“export prepayments”) | | Fixed | | | | | | | | 791,306 | | | | | | | | | | | | 791,306 | |
Debentures | | CDI/IPCA | | 13.4 | % | | 100,575 | | | 66,536 | | | 9,649,776 | | | 8,362,207 | | | 9,750,351 | | | 8,428,743 | |
| | | | | | 705,718 | | | 1,155,173 | | | 16,017,391 | | | 14,712,846 | | | 16,723,109 | | | 15,868,019 | |
| | | | | | 7,250,222 | | | 4,758,247 | | | 81,374,152 | | | 72,414,445 | | | 88,624,374 | | | 77,172,692 | |
| | | | | | | | | | | | | | | | |
Interest on financing | | | | | | 1,353,484 | | | 1,232,810 | | | | | | | | | 1,353,484 | | | 1,232,810 | |
Non-current funding | | | | | | 5,896,738 | | | 3,525,437 | | | 81,374,152 | | | 72,414,445 | | | 87,270,890 | | | 75,939,882 | |
| | | | | | 7,250,222 | | | 4,758,247 | | | 81,374,152 | | | 72,414,445 | | | 88,624,374 | | | 77,172,692 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
18.2 Breakdown by maturity – non-current
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | 2030 onwards | | Total |
In foreign currency | | | | | | | | | | | | | | |
Bonds | | (9,343) | | | 2,851,198 | | | 3,876,556 | | | 2,767,812 | | | 9,657,629 | | | 25,074,876 | | | 44,218,728 | |
Export credits (“export prepayments”) | | 2,286,853 | | | 4,986,977 | | | 4,370,592 | | | 3,465,127 | | | 1,702,589 | | | | | | 16,812,138 | |
Assets financing | | 50,906 | | | 105,273 | | | 106,932 | | | 65,753 | | | 6,220 | | | | | | 335,084 | |
ECA - Export Credit Agency | | | | | | | | | | | | | | | | | 690,400 | | | 690,400 | |
IFC - International Finance Corporation | | | | | | | | 216,162 | | | 1,019,132 | | | 1,482,373 | | | 582,744 | | | 3,300,411 | |
| | 2,328,416 | | | 7,943,448 | | | 8,570,242 | | | 7,317,824 | | | 12,848,811 | | | 26,348,020 | | | 65,356,761 | |
In local currency | | | | | | | | | | | | | | |
BNDES – TJLP | | 48,678 | | | 86,126 | | | 7,137 | | | 3,614 | | | 3,614 | | | 602 | | | 149,771 | |
BNDES – TLP | | 38,596 | | | 97,462 | | | 158,271 | | | 155,438 | | | 141,276 | | | 2,671,822 | | | 3,262,865 | |
| | | | | | | | | | | | | | |
BNDES – SELIC | | 121,619 | | | 243,271 | | | 31,988 | | | 32,034 | | | 32,079 | | | 328,747 | | | 789,738 | |
| | | | | | | | | | | | | | |
Assets financing | | 9,233 | | | 18,741 | | | 19,113 | | | 19,033 | | | 68 | | | | | | 66,188 | |
NCE (“Export credit notes”) | | | | | | | | 25,000 | | | 25,000 | | | 25,000 | | | 25,000 | | | 100,000 | |
NCR (“Rural producer certificates”) | | (92) | | | (92) | | | | | | | | | | | | 1,999,237 | | | 1,999,053 | |
| | | | | | | | | | | | | | |
Debentures | | | | | | | | 748,951 | | | | | | 8,900,825 | | | 9,649,776 | |
| | 218,034 | | | 445,508 | | | 241,509 | | | 984,070 | | | 202,037 | | | 13,926,233 | | | 16,017,391 | |
| | 2,546,450 | | | 8,388,956 | | | 8,811,751 | | | 8,301,894 | | | 13,050,848 | | | 40,274,253 | | | 81,374,152 | |
18.3 Roll-forward of loans, financing and debentures
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 77,172,692 | | | 74,574,591 | |
Fundraising, net of issuance costs | | 10,934,280 | | | 10,944,794 | |
Interest accrued | | 2,545,932 | | | 4,797,094 | |
Monetary and exchange rate variation, net | | 9,383,027 | | | (4,185,675) | |
Settlement of principal | | (8,921,182) | | | (4,296,447) | |
Settlement of interest | | (2,529,991) | | | (4,728,998) | |
Amortization of fundraising costs | | 39,616 | | | 67,333 | |
| | | | |
Closing balance | | 88,624,374 | | | 77,172,692 | |
| | | | |
| | | | |
18.4 Breakdown by currency
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Brazilian Reais | | 16,723,109 | | | 15,868,019 | |
US Dollars | | 71,901,265 | | | 61,304,673 | |
| | | | |
| | 88,624,374 | | | 77,172,692 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
18.5 Fundraising costs
The fundraising costs are amortized based on the terms of agreements and the effective interest rate.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Balance to be amortized |
Type | | Cost | | Amortization | | 06/30/2024 | | 12/31/2023 |
Bonds | | 434,970 | | | 263,645 | | | 171,325 | | | 164,825 | |
NCE | | 125,222 | | | 123,051 | | | 2,171 | | | 2,696 | |
Export credits (“export prepayments”) | | 219,946 | | | 150,074 | | | 69,872 | | | 52,162 | |
Debentures | | 159,675 | | | 31,278 | | | 128,397 | | | 102,235 | |
BNDES | | 63,588 | | | 54,522 | | | 9,066 | | | 9,854 | |
ECA - Export Credit Agency | | 1,320 | | | (3,969) | | | 5,289 | | | |
IFC - International Finance Corporation | | 41,943 | | | 179 | | | 41,764 | | | 38,911 | |
Others | | 18,147 | | | 17,661 | | | 486 | | | 598 | |
| | 1,064,811 | | | 636,441 | | | 428,370 | | | 371,281 | |
18.6 Guarantees
Some loan and financing agreements have guarantees clauses, in which the financed equipment or other property, plant and equipment is offered as collateral by the Company, as disclosed in Note 15.1.
The Company does not have contracts with restrictive financial clauses (financial covenants) which must be complied with.
18.7 Relevant transactions entered into during the period
18.7.1 Export Prepayment
On February 15, 2024, the Company raised, with several banks (a syndicated operation), an export prepayment ("EPP") in the amount of US$780,000 (equivalent to R$3,897,036), at a floating rate based on SOFR + 1.65% p.a (increasing by 0.05% p.a until maturity), with final maturity in February 2029, as part of the rollover process of a partially settled EPP on the same date.
18.7.2 Rural Credit Note
On March 28, 2024, the Company raised, with Safra Bank, a Rural Credit Note in the amount of R$200,000, with a post-fixed interest rate of 100% of the CDI, with final maturity in March 2025.
18.7.3 Export Development Canada (“EDC”)
On April 30, 2024, the Company raised with from EDC in the amount of US$125,000 (equivalent to R$694,862) at a floating rate of SOFR + 1.74%, with final maturity in April 2031.
18.7.4 Debentures
On May 29, 2024, the Company issued simple, non-convertible debentures, unsecured, in three series, totaling R$5,900,000, as part of a debt rollover strategy. The debenture consists of three parts: (i) R$1,000,000 at a cost of CDI + 0.80% p.a., with a total term of eight years and equal amortizations in May 2031 and May 2032; (ii) R$4,000,000 at a cost of CDI + 1.00% p.a., with a total term of ten years and equal amortizations in May 2033 and May 2034; and (iii) R$900,000 (incentivized debenture) at a cost of IPCA + 6.11% p.a., with a total term of twelve years and equal amortizations in May 2035 and May 2036.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
18.7.5 BNDES
On June 27, 2024, the Company raised with from BNDES in the amount of R$65,000, indexed by the Long-Term Interest Rate (TLP - 5.56% p.a.), plus fixed interest of 1.75% p.a., with a one-year principal grace period and final maturity in December 2043. The funds were allocated to industrial projects.
18.7.6 Advance of exchange contract (“ACC”)
On May 17, 2024, the Company rolled over an ACC of US$100,000 (equivalent to R$555,890), indexed at a fixed rate of 6% p.a. and originally maturing on May 17, 2024, to a new rate of 6.46% p.a. with a new maturity on May 19, 2025.
On June 5, 2024, the Company raised an ACC from BNP bank in the amount of US$15,000 (equivalent to R$83,383), indexed at a fixed rate of 6.43% p.a., with a maturity on June 9, 2025.
On June 21, 2024, the Company rolled over an ACC of US$35,000 (equivalent to R$194,561), indexed at a fixed rate of 6.52% p.a. and originally maturing on June 21, 2024, to a new rate of 6.54% p.a. with a new maturity on May 21, 2025.
18.8 Significant transactions settled during the period
On February 15, 2024, the Company partially settled, in advance, a pre-export facility with several banks (a syndicated operation), in the total amount of US$620,000 (equivalent to R$3,209,057). The residual amount of this operation maintained its original maturity in February 2026, with a floating rate based on SOFR + 1.41% p.a.
On June 7, 2024, the Company early settled a debenture with Bradesco bank in the total amount of R$4,926,631 (principal and interest) as part of a debt rollover strategy. The original maturity of the debenture was in June 2025 and June 2026, with an annual rate of 112.5% of CDI.
19 LEASES
19.1 Right of use
The balances rolled-forward are set out below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lands | | Machinery and equipment | | Buildings | | Ships and boats | | Vehicles | | Total |
Balances at December 31, 2022 | | 3,283,156 | | | 112,553 | | | 85,756 | | | 1,623,118 | | | 4,643 | | | 5,109,226 | |
Additions/updates | | 496,236 | | | 206,847 | | | 101,124 | | | | | 9,702 | | | 813,909 | |
Depreciation (1) | | (386,436) | | | (134,587) | | | (59,448) | | | (124,890) | | | (2,346) | | | (707,707) | |
Write-offs (2) | | (12,658) | | | | | | | | | (6,139) | | | (18,797) | |
Balances at December 31, 2023 | | 3,380,298 | | | 184,813 | | | 127,432 | | | 1,498,228 | | | 5,860 | | | 5,196,631 | |
Additions/updates | | 224,133 | | | 78,294 | | | 24,251 | | | | | | 4 | | | 326,682 | |
Depreciation (1) | | (199,399) | | | (77,328) | | | (26,790) | | | (62,445) | | | (1,029) | | | (366,991) | |
Write-offs (2) | | (2,860) | | | | | | | | | | | | | | | (2,860) | |
Balances at June 30, 2024 | | 3,402,172 | | | 185,779 | | | 124,893 | | | 1,435,783 | | | 4,835 | | | 5,153,462 | |
(1)The amount of depreciation related to land is substantially reclassified to biological assets to make up the formation costs.
(2)Write-off due to cancellation of contracts.
For the six-month period ended June 30, 2024, the Company does not have commitments to lease agreements not yet in force.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
19.2 Lease liabilities
The balance of lease payables on June 30, 2024, measured at present value and discounted at 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 |
| 12.27 | | | December/2051 | | 3,801,227 | |
Machinery and equipment |
| 11.19 | | | April/2035 | | 265,062 | |
Buildings |
| 10.75 | | | September/2031 | | 120,910 | |
Ships and boats |
| 11.25 | | | February/2039 | | 2,411,937 | |
Vehicles |
| 11.10 | | | November/2028 | | 5,216 | |
| | | | | | 6,604,352 | |
(1)To determine the discount rates, quotes were obtained from financial institutions for agreements with characteristics and average terms similar to the lease agreements.
(2)Refers to the original maturities of the agreements and, therefore, does not consider eventual renewal clauses.
The balances rolled-forward are set out below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 6,243,782 | | | 6,182,530 | |
Additions | | 326,682 | | | 813,909 | |
Write-offs (2) | | (2,860) | | | (18,797) | |
Payments | | (633,211) | | | (1,218,399) | |
Accrual of financial charges (1) | | 340,454 | | | 664,651 | |
Exchange rate variations | | 329,505 | | | (180,112) | |
Closing balance | | 6,604,352 | | | 6,243,782 | |
| | | | |
Current | | 797,863 | | | 753,399 | |
Non-current | | 5,806,489 | | | 5,490,383 | |
(1)On June 30, 2024, the amount of R$118,269 related to interest expenses on leased lands was capitalized to biological assets to represent the formation cost (R$223,055 as of December 31, 2023).
(2)Write-off due to cancellation of contracts.
The maturity schedule for future payments 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 out below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Expenses relating to short-term assets | | 2,578 | | | 5,559 | |
Expenses relating to low-value assets | | 1,376 | | | 946 | |
| | 3,954 | | | 6,505 | |
| | | | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
20 PROVISION FOR JUDICIAL LIABILITIES
The Company is involved in certain legal proceedings arising in the normal course of its business, which include tax, social security, labor, civil, environment and real estate.
The Company classifies the risk of unfavorable decisions in legal proceedings, based on legal advice, which reflects the estimated probable losses.
The Company’s Management believes that, based on the available information as of the date of these unaudited condensed consolidated interim financial information, its provisions for tax, social security, labor, civil, environment and real estate risks, accounted for according to IAS 37 are sufficient to cover estimated losses related to its legal proceedings, as set forth below:
20.1 Roll-forward and changes in the provisions for probable losses based on the nature of the proceedings, net of judicial deposits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 06/30/2024 |
| | Tax and social security | | Labor | | Civil, environment and real estate | | Contingent liabilities assumed (1) (2) | | Total |
Provision balance at the beginning of the period | | 468,839 | | | 349,058 | | | 139,435 | | | 2,155,545 | | | 3,112,877 | |
Payments | | (9,347) | | | (40,768) | | | (5,871) | | | | | (55,986) | |
Reversal | | | | | (35,232) | | | | | | (6,013) | | | (41,245) | |
Additions | | 417 | | | 72,363 | | | 16,132 | | | | | 88,912 | |
Monetary adjustment | | 12,805 | | | 10,672 | | | 682 | | | | | 24,159 | |
Provision balance | | 472,714 | | | 356,093 | | | 150,378 | | | 2,149,532 | | | 3,128,717 | |
Judicial deposits | | (158,622) | | | (88,748) | | | (18,519) | | | | | | (265,889) | |
Provision balance at the end of the period | | 314,092 | | | 267,345 | | | 131,859 | | | 2,149,532 | | | 2,862,828 | |
(1)Amounts arising from tax-related lawsuits with a possible or remote probability of loss in the amount of R$2,011,093 and civil lawsuits in the amount of R$138,439, measured and recorded at the estimated fair value resulting from the business combination with Fibria.
(2)Reversal due to a change in likelihood, cancellation and/or due to settlement.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 12/31/2023 |
| | Tax and social security | | Labor | | Civil, environment and real estate | | Contingent liabilities assumed (1) (2) | | Total |
Provision balance at the beginning of the year | | 419,915 | | | 255,805 | | | 118,729 | | | 2,645,705 | | | 3,440,154 | |
Payments | | (1,717) | | | (37,172) | | | (3,014) | | | | | (41,903) | |
Reversal | | (18,035) | | | (101,375) | | | (11,337) | | | (490,160) | | | (620,907) | |
Additions | | 37,656 | | | 211,690 | | | 21,335 | | | | | 270,681 | |
Monetary adjustment | | 31,020 | | | 20,110 | | | 13,722 | | | | | 64,852 | |
Provision balance | | 468,839 | | | 349,058 | | | 139,435 | | | 2,155,545 | | | 3,112,877 | |
Judicial deposits | | (154,469) | | | (82,305) | | | (15,694) | | | | | (252,468) | |
Provision balance at the end of the year | | 314,370 | | | 266,753 | | | 123,741 | | | 2,155,545 | | | 2,860,409 | |
(1)Amounts arising from tax-related lawsuits with a possible or remote probability of loss in the amount of R$2,448,564 and civil lawsuits in the amount of R$197,141, measured and recorded at the estimated fair value resulting from the business combination with Fibria.
(2)Reversal due to a change in likelihood, cancellation and/or due to settlement.
20.1.1 Tax and social security
On June 30, 2024, the Company has 33 (32 as of December 31, 2023) administrative and judicial proceedings of a tax or social security nature in which the disputed matters are related to IRPJ, CSLL, PIS, COFINS, ICMS among others, whose amounts are provisioned when the likelihood of loss is deemed probable by the Company’s external legal counsel and by Management.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
20.1.2 Labor
On June 30, 2024, the Company has 1,291 (1,241 as of December 31, 2023) labor lawsuits.
In general, the provisioned labor proceedings are related primarily to matters frequently contested by employees of agribusiness companies, such as wages and/or severance payments, in addition to suits filed by outsourced employees of the Company.
20.1.3 Civil, environment and real estate
On June 30, 2024, the Company has 92 (76 as at December 31, 2023) civil, environmental and real estate proceedings.
The provisioned Civil, environment and real estate proceedings are related primarily to the payment of damages, including those arising from contractual obligations, traffic-related injuries, possessory actions, environmental restoration obligations, claims and others.
20.2 Contingencies with possible losses
The Company is involved in tax, civil and labor lawsuits, whose losses have been assessed as possible by Management, supported by legal counsel, and therefore no provision was recorded:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Taxes and social security (1) | | 9,964,395 | | | 9,775,068 | |
Labor | | 169,165 | | | 194,883 | |
Civil and environmental (1) | | 4,678,665 | | | 4,462,964 | |
| | 14,812,225 | | | 14,432,915 | |
(1)The amounts above do not include the fair value adjustments allocated to possible loss risk contingencies representing R$2,129,857 (R$2,135,869 as of December 31, 2023), which were recorded at fair value resulting from business combinations with Fibria, as presented in Note 20.1 above.
In the six-month period ended June 30, 2024, 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, 2023 (Note 20).
20.3 Contingent assets
In the six-month period ended June 30, 2024, 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, 2023 (Note 20).
21 EMPLOYEE BENEFIT PLANS
The Company provides 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, 2023 (Note 21), which did not change during the six-month period ended June 30, 2024.
21.1 Pension plan
Contributions made by the Company, for Suzano Prev pension plan managed by Brasilprev Seguros e Previdência S.A., for the six-month period ended June 30, 2024 amounted R$10,562 (R$8,650 as of June 30, 2023) recognized under the cost of sales, selling and general and administrative expenses.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
21.2 Defined benefits plan
The Company offers the medical assistance and life insurance in addition to the pension plans, which are measured based on actuarial calculations and recognized in the unaudited condensed consolidated interim financial information.
The roll-forward of actuarial liabilities prepared based on actuarial report is set forth below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 833,683 | | | 691,424 | |
Interest on actuarial liabilities | | 36,927 | | | 67,272 | |
Current service cost | | 999 | | | 1,959 | |
Actuarial loss – experience | | | | | 57,765 | |
Actuarial loss (gain) – financial assumptions | | | | | 70,762 | |
Benefits paid directly by entity | | (26,347) | | | (55,499) | |
Closing balance | | 845,262 | | | 833,683 | |
22 SHARE-BASED COMPENSATION PLAN
The Company has 3 (three) share-based, long-term compensation plans: (i) Phantom stock option plan (“PS”); (ii) Share Appreciation Rights (“SAR”), both settled in local currency; and (iii) restricted shares, settled in shares.
The characteristics and measurement method of each plan were disclosed in the annual financial statements for the year ended December 31, 2023 (Note 22), which did not change during the six-month period ended June 30, 2024.
22.1 Long term compensation plans (“PS and SAR”)
The roll-forward arrangements are set out below:
| | | | | | | | | | | | | | |
| | Number of shares |
| | 06/30/2024 | | 12/31/2023 |
Opening balance | | 9,728,425 | | | 7,583,185 | |
Granted during of the period | | 2,957,142 | | | 3,391,581 | |
Exercised (1) | | (1,332,211) | | | (871,208) | |
Exercised due to resignation (1) | | (14,419) | | | (30,800) | |
Abandoned/cancelled due to resignation | | (410,399) | | | (344,333) | |
Closing balance | | 10,928,538 | | | 9,728,425 | |
(1)The average price of the share options exercised and exercised due to termination of employment on June 30, 2024 was R$59.28 (fifty-nine reais and twenty-eight cents) (R$58.07 (fifty-eight reais and seven cents) as at December 31, 2023).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
22.2 Restricted shares plan
The position is set forth below:
| | | | | | | | | | | | | | | | | | | | |
Grant date | | Fair value on grant date (1) | | Shares granted | | Restricted year for transfer of shares |
01/02/2022 | | R$53.81 | | 115,754 | | | 01/02/2025 |
01/02/2023 | | R$52.00 | | 103,482 | | | 01/02/2026 |
01/02/2023 | | R$49.58 | | 165,052 | | | 01/02/2026 |
01/02/2024 | | R$53.63 | | 115,034 | | | 01/02/2027 |
01/02/2024 | | R$52.91 | | 164,808 | | | 01/02/2027 |
04/25/2024 | | R$52.89 | | 337,465 | | | 04/02/2025 |
04/25/2024 | | R$52.89 | | 220,540 | | | 04/02/2026 |
04/25/2024 | | R$52.89 | | 56,535 | | | 04/02/2027 |
05/13/2024 | | R$57.15 | | 1,870,000 | | | 04/01/2029 |
| | | | 3,148,670 | | | |
(1)Amounts expressed in Reais.
In the six-month period ended June 30, 2024, the plan granted on January 2, 2021 had its lockup period concluded and, therefore, 114.244 shares were transferred to benefits. The balance of shares delivered was carried out in counterpart to treasury shares (Note 24.2).
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 |
| | 06/30/2024 | | 12/31/2023 | | 06/30/2024 | | 06/30/2023 |
Non-current liabilities | | | | | | | | |
Provision for phantom stock plan | | 291,166 | | | 268,489 | | | (91,292) | | | (32,731) | |
Equity | | | | | | | | |
Stock options granted | | 39,121 | | | 26,744 | | | (12,377) | | | (4,159) | |
Shares granted | | (4,877) | | | | | | 4,877 | | | | |
| | 34,244 | | | 26,744 | | | (7,500) | | | (4,159) | |
| | | | | | (98,792) | | | (36,890) | |
23 LIABILITIES FOR ASSETS ACQUISITIONS AND SUBSIDIARIES
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
| | | | |
| | | | |
| | | | |
Business combinations | | | | |
Facepa (1) | | 26,655 | | | 25,924 | |
Vale Florestar Fundo de Investimento em Participações ("VFFIP") (2) | | 184,571 | | | 161,263 | |
| | | | |
| | 211,226 | | | 187,187 | |
| | | | |
Current | | 103,488 | | | 93,405 | |
Non-current | | 107,738 | | | 93,782 | |
(1)Acquired in March 2018, for the amount of R$307,876, upon the payment of R$267,876, with the remainder updated at the IPCA, adjusted for possible losses incurred up to the payment date, with maturity in March 2028.
(2)On August 2014, the Company acquired Vale Florestar S.A. through VFFIP, for a total amount of R$528,941 upon the payment of R$44,998, and the remainder with maturity up to August 2029. The annual settlements, carried out in the month of August, are subject to interest and updated by the variations of the US$ exchange rate, and partially updated by the IPCA.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
24 SHAREHOLDERS’ EQUITY
24.1 Share capital
On June 30, 2024, Suzano’s share capital was R$19,269,281 divided into 1,304,117,615 common shares, all nominative, book-entry shares without par value. Expenses related to the public offering were R$33,735, totaling a net share capital of R$19,235,546. The breakdown of the share capital is as set out below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
| | Quantity | | (%) | | Quantity | | (%) |
Controlling Shareholders | | | | | | | | |
Suzano Holding S.A. | | 367,612,329 | | | 28.19 | | | 367,612,329 | | 27.76 | |
Controller | | 196,065,636 | | | 15.03 | | | 196,065,636 | | 14.81 | |
Managements and related persons | | 32,565,566 | | | 2.50 | | | 32,105,783 | | 2.42 | |
Alden Fundo de Investimento em Ações | | 26,154,744 | | | 2.01 | | | 26,154,744 | | 1.98 | |
| | 622,398,275 | | | 47.73 | | | 621,938,492 | | 46.97 | |
Treasury (Note 24.2) | | 27,085,856 | | | 2.07 | | | 34,765,600 | | 2.63 | |
Other shareholders | | 654,633,484 | | | 50.20 | | | 667,413,523 | | 50.40 | |
| | 1,304,117,615 | | | 100.00 | | | 1,324,117,615 | | 100.00 | |
For the six-month period ended June 30, 2024, SUZB3 common shares ended the period quoted at R$57.01 and R$55.63 on December 31, 2023.
On April 25, 2024, the Annual and Extraordinary Shareholders' Meeting approved the capitalization of part of the balance of the Capital Increase Reserve, pursuant to article 199 of the Brazilian Corporation Law, in an amount equivalent to R$ 10,000,000 in view of the possibility that the balance of the profit reserves exceeds the capital stock. As of June 30, 2024, the net capital stock is R$ 19,235,546.
24.2 Treasury shares
On June 30, 2024, the Company had 27,085,856 (34,765,600 as of December 31, 2023) of its own common shares held in treasury, with an average cost of R$48.17 per share, with a historical value of R$1,304,843 (R$1,484,014 as at December 31, 2023) and the market corresponding to R$1,544,165 (R$1,934,010 as at December 31, 2023).
On January 26, 2024, 20,000,000 common shares held in treasury were cancelled, as described in Note 1.2.3).
From the approval of the program until June 30, 2024, the company acquired 12,434,500 shares, with a historical value of R$54.64 and corresponding to R$679,431. The Program may repurchase up to a maximum of 40,000,000 common shares and the term will end on July 26, 2025.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
On June 30, 2024, the Company granted 114,244 common shares at an average cost of R$42.69 per share, with a historical value of R$4,877, to comply with the 2021 Program of the restricted shares plan (Note 22.2).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quantity | | Average cost per share | | Historical value | | Market value |
Balances at December 31, 2022 | | 51,911,569 | | | 40.84 | | | 2,120,324 | | | 2,504,214 | |
Repurchase |
| 20,000,000 | | | 44.05 | | | 880,914 | | | 880,914 | |
Canceled |
| (37,145,969) | | | 40.84 | | | (1,517,224) | | | (1,570,532) | |
Balances at December 31, 2023 | | 34,765,600 | | | 42.69 | | | 1,484,014 | | | 1,934,010 | |
Exercised | | (114,244) | | | 42.69 | | | (4,877) | | | (5,928) | |
Repurchase | | 12,434,500 | | | 54.64 | | | 679,431 | | | 679,431 | |
Canceled | | (20,000,000) | | | 42.69 | | | (853,725) | | | (1,058,200) | |
Balances at June 30, 2024 | | 27,085,856 | | | 48.17 | | | 1,304,843 | | | 1,544,165 | |
25 EARNINGS (LOSS) PER SHARE
25.1 Basic
The basic earnings (loss) per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average number of common shares issued during the period, excluding the common shares acquired by the Company and held as treasury shares.
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Net Income (Loss) for the period attributed to Controlling shareholders' | | (3,554,806) | | | 10,310,498 | |
Weighted average number of shares in the period – in thousands | | 1,306,865 | | | 1,336,021 | |
Weighted average treasury shares – in thousands | | (22,508) | | | (26,791) | |
Weighted average number of outstanding shares – in thousands | | 1,284,357 | | | 1,309,230 | |
Basic earnings (loss) per common share – R$ | | (2.76777) | | | 7.87524 | |
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 with dilutive effects.
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Net Income (Loss) for the period attributed to Controlling shareholders' | | (3,554,806) | | | 10,310,498 | |
Weighted average number of shares during the period (except treasury shares) – in thousands | | 1,284,357 | | | 1,309,230 | |
Average number of potential shares (stock options) - in thousands | | | | 487 | |
Weighted average number of shares (diluted) – in thousands | | 1,284,357 | | | 1,309,717 | |
Diluted earnings (loss) per common share – R$ | | (2.76777) | | | 7.87231 | |
Due to the loss in the period, the Company does not consider the dilution effect in the measurement.
25.3 Profit reserves
Reserves are constituted by the allocation of the Company's profits, after the allocation for the payment of the minimum mandatory dividends and after the allocation to the various profit reserves.
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
On April 25, 2024, the Shareholder's meeting deliberated on the accumulated balance of profit reserves on the Reserve for capital increase that exceeded the limit established in the Company's Bylaws, thus the Company's capital increase in the amount of R$10,000,000 was approved without the issuance of new shares through the transfer of the book balance from the Reserve for Capital Increase to Capital Stock without financial disbursement as described in the note 1.2.4.
26 NET FINANCIAL RESULT
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Financial expenses | | | | |
Interest on loans, financing and debentures (1) |
| (1,743,417) | | | (1,797,937) | |
Amortization of transaction costs (2) |
| (39,616) | | | (32,421) | |
Interest expenses on lease liabilities (3) |
| (222,185) | | | (223,237) | |
| | | | |
Other |
| (278,075) | | | (254,471) | |
| | (2,283,293) | | | (2,308,066) | |
| | | | |
Financial income |
| | | |
Cash and cash equivalents and marketable securities |
| 819,082 | | | 683,608 | |
Other | | 62,023 | | | 106,290 | |
| | 881,105 | | | 789,898 | |
Results from derivative financial instruments |
| | | |
Income |
| 824,285 | | | 6,758,955 | |
Expenses | | (5,349,163) | | | (1,859,936) | |
| | (4,524,878) | | | 4,899,019 | |
Monetary and exchange rate variations, net |
| | | |
Exchange rate variations on loans, financing and debentures |
| (9,383,027) | | | 4,543,048 | |
Leases | | (329,505) | | | 191,986 | |
Other assets and liabilities (4) | | 1,525,875 | | | (1,110,099) | |
| | (8,186,657) | | | 3,624,935 | |
Net financial result | | (14,113,723) | | | 7,005,786 | |
(1)Excludes R$802,515 arising from capitalized loan costs, substantially related to property, plant and equipment in progress of the Cerrado Project for the six-month period ended June 30, 2024 (R$511,650 as at June 30, 2023).
(2)In 2024, does not include expenses arising from transaction costs on loans and financing that were recognized directly in the statement of income (R$19 as at June 30, 2023).
(3)Includes R$104,137 referring to the reclassification to the biological assets item for the composition of the formation cost (R$49,946 as of June 30, 2023).
(4)Includes effects of exchange rate variations of trade accounts receivable, trade accounts payable, cash and cash equivalents, marketable securities and others.
27 NET SALES
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Gross sales | | 25,593,875 | | | 24,552,121 | |
Sales deductions | | | | |
Returns and cancellations | | (116,134) | | | (65,560) | |
Discounts and rebates | | (3,409,573) | | | (3,019,895) | |
| | 22,068,168 | | | 21,466,666 | |
Taxes on sales | | (1,115,430) | | | (1,030,649) | |
Net sales | | 20,952,738 | | | 20,436,017 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
28 SEGMENT INFORMATION
28.1 Criteria for identifying operating segments
The Board of Directors and Board of Statutory Executive Officers evaluates the performance of the Company’s business segments through EBITDA.
The operating segments defined by the Company’s management are set forth below:
i)Pulp: comprised of the production and sale of hardwood eucalyptus pulp and fluff pulp, mainly to supply the foreign market.
ii)Paper: comprises the production and sale of paper to meet the demands of both the domestic and foreign markets. Consumer goods (tissue) sales are classified under this segment due to their 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 determines the 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 property, plant and equipment, biological and intangible assets are in Brazil.
28.2 Information of operating segments
| | | | | | | | | | | | | | | | | |
| 06/30/2024 |
| Pulp | | Paper | | Total |
Net sales | 16,594,855 | | | 4,357,883 | | | 20,952,738 | |
Domestic market (Brazil) | 1,049,948 | | | 3,311,970 | | | 4,361,918 | |
Foreign market | 15,544,907 | | | 1,045,913 | | | 16,590,820 | |
| | | | | |
EBITDA (1) | 9,742,936 | | | 1,533,716 | | | 11,276,652 | |
Depreciation, depletion and amortization | | | | | (4,110,780) | |
Operating profit before net financial income (“EBIT”) (2) | | | | | 7,165,872 | |
| | | | | |
EBITDA margin (%) | 58.71% | | 35.19% | | 53.82% |
(1)EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization).
(2)EBIT (Earnings Before Interest and Tax).
| | | | | | | | | | | | | | | | | |
| 06/30/2023 |
| Pulp | | Paper | | Total |
Net sales | 16,302,347 | | | 4,133,670 | | | 20,436,017 | |
Domestic market (Brazil) | 1,249,493 | | | 2,971,910 | | | 4,221,403 | |
Foreign market | 15,052,854 | | | 1,161,760 | | | 16,214,614 | |
| | | | | |
EBITDA (1) | 9,155,697 | | | 1,812,784 | | | 10,968,481 | |
Depreciation, depletion and amortization | | | | | | | (3,593,516) | |
Operating profit before net financial income (“EBIT”) (2) | | | | | | | 7,374,965 | |
| | | | | |
EBITDA margin (%) | 56.16% | | 43.85% | | 53.67% |
(1)EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization).
(2)EBIT (Earnings Before Interest and Tax).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
28.3 Net sales by product
| | | | | | | | | | | | | | |
Products | | 06/30/2024 | | 06/30/2023 |
Market pulp (1) | | 16,594,855 | | | 16,302,347 | |
Printing and writing paper (2) | | 3,738,388 | | | 3,384,698 | |
Paperboard | | 586,651 | | | 708,576 | |
Other | | 32,844 | | | 40,396 | |
| | 20,952,738 | | | 20,436,017 | |
(1)Net sales of fluff pulp represent 0.7% of total net sales, and therefore were included in market pulp net sales. (0.8% as at June 30, 2023).
(2)Net sales of tissue represent 6.3% of total net sales, and therefore were included in printing and writing paper net sales. (3.1% as at June 30, 2023).
28.4 Goodwill based on expected future profitability
The goodwill based on expected future profitability arising from the business combination was allocated to the disclosable segments, which correspond to the Company's cash-generating units (“CGUs”), considering the economic benefits generated by such intangible assets. The allocation of goodwill is set out below:
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 12/31/2023 |
Pulp | | 7,897,051 | | | 7,897,051 | |
Paper | | 290,191 | | | 290,191 | |
| | 8,187,242 | | | 8,187,242 | |
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
29 INCOME (EXPENSES) BY NATURE
| | | | | | | | | | | | | | |
| | 06/30/2024 | | 06/30/2023 |
Cost of sales | | | | |
Personnel expenses | | (759,931) | | | (711,401) | |
Costs of raw materials, materials and services | | (5,118,397) | | | (5,336,373) | |
Logistics cost | | (2,201,398) | | | (2,129,684) | |
Depreciation, depletion and amortization | | (3,558,672) | | | (3,144,107) | |
Other (1) | | (154,711) | | | (875,290) | |
| | (11,793,109) | | | (12,196,855) | |
Selling expenses | | | | |
Personnel expenses | | (152,841) | | | (126,331) | |
Services | | (104,965) | | | (62,108) | |
Logistics cost | | (570,533) | | | (516,380) | |
Depreciation and amortization | | (478,818) | | | (475,228) | |
Other (2) | | (46,311) | | | (51,115) | |
| | (1,353,468) | | | (1,231,162) | |
General and administrative expenses | | | | |
Personnel expenses | | (661,716) | | | (489,463) | |
Services | | (208,933) | | | (171,346) | |
Depreciation and amortization | | (69,204) | | | (55,014) | |
Other (3) | | (120,893) | | | (101,620) | |
| | (1,060,746) | | | (817,443) | |
Other operating (expenses) income, net | | | | |
Rents and leases | | 504 | | | 1,476 | |
Results from sales of other products, net | | 38,121 | | | 48,312 | |
Results from sales and disposals of property, plant and equipment, intangible and biological assets, net | | (124,424) | | | (111,195) | |
Result on fair value adjustment of biological assets | | 539,003 | | | 1,256,315 | |
Depletion and amortization | | (4,086) | | | 80,833 | |
Provision for judicial liabilities | | (56,307) | | | (71,878) | |
Other operating income (expenses), net | | 31,159 | | | (19,874) | |
| | 423,970 | | | 1,183,989 | |
(1)Includes R$126,392 related to maintenance downtime, costing (R$411,718 as at June 30, 2023).
(2)Includes expected credit losses, insurance, materials for use and consumption, travel, accommodation, trade fairs and events.
(3)Includes, substantially, corporate expenses, insurance, materials for use and consumption, social programs and donations, travel and accommodation.
30 EVENTS AFTER THE REPORTING PERIOD
30.1 Share purchase and sale agreement - Timber
On July 10, 2024, the Company completed the purchase transaction of 100% of the share capital of the companies Timber VII SPE S.A. and Timber XX SPE S.A., after completion of all conditions precedent. The fair value of consideration transferred in cash was R$2,122,860, which is subject to non-material post-closing adjustments, based on changes in the working capital of the acquired companies.
Considering the characteristics of the assets (substantially land and biological assets, without processes that would characterize a business), the Company elected to apply the optional test to identify a concentration of fair value under paragraph B7A of IFRS 3. The transaction was accounted for as an asset acquisition, given that substantially all of the fair value of the acquired set of assets is concentrated in the principal asset (property, plant and equipment).
| | | | | | | | |
| | |
| Suzano S.A. | |
| Notes to the unaudited condensed consolidated interim financial information |
| Six-month period ended June 30, 2024 |
| |
| | |
30.2 Acquisition of Pactiv Evergreen Inc. assets
On July 12, 2024, the Company has executed an agreement, through a subsidiary, with Pactiv Evergreen Inc. and its affiliates (‘Pactiv’) for the acquisition of all assets that make up the integrated plants for the production of coated and uncoated paperboard, used in the production of Liquid Packaging Board and Cupstock, located in the cities of Pine Bluff – Arkansas and Waynesville – North Carolina, both in the United States of America. The purchase price is US$110,000 (equivalents to R$611,479), to be paid in cash upon closing of the Transaction, subject to customary price adjustments. The completion of the Transaction is subject to verification of usual conditions precedent for transactions of this nature, including the approval of the Transaction by a foreign antitrust authority. At the closing of the Transaction, the Parties will execute (i) a transitional services agreement, under which Pactiv will provide services to Suzano on the acquired assets, and (ii) a long-term supply agreement, under which Suzano will supply to Pactiv the products currently produced in Pine Bluff and consumed by Pactiv, which will become a relevant customer of this new Suzano’s asset.
30.3 Cerrado Project start-up
On July 21, 2024, the new pulp mill located in Ribas do Rio Pardo, in the state of Mato Grosso do Sul, started its operation (“Cerrado Project”).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 06, 2024
| | | | | | | | |
| | SUZANO S.A. |
| | |
| By: | /s/ Marcelo Feriozzi Bacci |
| Name: | Marcelo Feriozzi Bacci |
| Title: | Chief Financial and Investor Relations Officer |