United States securities and exchange commission logo
September 23, 2022
Ricardo Lewin
Chief Financial Officer
Cosan S.A.
Av. Brigadeiro Faria Lima, 4,100 16th floor
S o Paulo SP, 04538-132, Brazil
Re: Cosan S.A.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed May 16, 2022
Form 6-K
Filed August 12,
2022
File No. 001-40155
Dear Mr. Lewin:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
A. Operating Results
Results of Operations for the Fiscal Year Ended December 31, 2021
Compared to the Fiscal
Year Ended December 31, 2020, page 122
1. When several factors
attribute to material fluctuations in your results of operations, please
quantify in your
reporting currency each factor cited so that investors may understand the
magnitude and relative
impact of each factor. For example, in your discussion of the
change from 2019 to
2020 of Gas and Power selling expenses, you state that this decrease
was primarily due to a
decrease of 20% in employee-related expenses partially offset by
an increase of R$12.7
million in the provision for expected credit losses. While the
percentage decrease in
a factor contributing to the decrease is supplementally helpful, it is
unclear how this
relates in size to the R12.7 million increase cited. Refer to Item 303 of
Ricardo Lewin
FirstName
Cosan S.A.LastNameRicardo Lewin
Comapany 23,
September NameCosan
2022 S.A.
September
Page 2 23, 2022 Page 2
FirstName LastName
Regulation S-K.
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources
Cash Flows, page 139
2. Your disclosure appears to focus on how net cash used in operating
activities was derived
for each period as presented in the statement of cash flows. Pursuant
to Item 303 of
Regulation S-K, your discussion should be an analysis of why operating
cash changed
from period to period. In performing your analysis, note that
references to results, noncash
items, and working capital items may not provide a sufficient basis to
understand how
operating cash actually was affected between periods. Refer to the
introductory paragraph
of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance.
Please revise
your disclosure as appropriate.
Consolidated Financial Statements
Consolidated Statement of Changes in Equity, page F-15
3. Please tell us how you determined or calculated each of the
Predecessor Adjustments
presented in the Consolidated Statement of Changes in Equity.
General
4. We note from your disclosure on page 3 that, in the first quarter of
2022, you revised your
intangible asset policy for natural gas distribution concession
contracts and reclassified the
balances of amortization expenses from selling, general and
administrative expenses to
cost of sales for the years ended December 31, 2021, 2020 and 2019.
Please tell us how
you evaluated this change as a change in accounting policy versus
correction of an error.
Refer to the guidance in IAS 8.
Form 6-K filed August 12, 2022 - Interim Financial Statements for the Quarterly
Period Ended
June 30, 2022
Statement of Changes in Equity, page 11
5. We note the capital distribution of $1,400,557 in your statement of
changes in equity.
Please either confirm to us that this is a treasury stock transaction
or tell us what this
represents as the description appears to be blank.
Form 6-K filed August 12, 2022 - Earnings Release for the Quarterly Period
Ended June 30,
2022
Executive Summary for 2Q22, page 1
6. Please tell us why your earnings release presents Adjusted EBITDA as
the segment
measure of profit or loss while your annual and interim financial
statements specifically
Ricardo Lewin
Cosan S.A.
September 23, 2022
Page 3
identify EBITDA as this measure.
C.2 Rumo, page 6
7. Please tell us why you have only presented and discussed comparative
results for 2Q22 to
2Q21 for Rumo when you also present comparative results for 2Q22 to
1Q22 for your
other segments.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Amy Geddes at 202-551-3304 or Stephen Kim at
202-551-3291 with
any questions.
FirstName LastNameRicardo Lewin Sincerely,
Comapany NameCosan S.A.
Division of
Corporation Finance
September 23, 2022 Page 3 Office of Trade &
Services
FirstName LastName