UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of August 2021
Commission File Number: 333-251238
|
|
COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
|
|
Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)
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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
To
Shareholders, Board of Director and Officers of
Cosan S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information, contained in the Quarterly Information Form (ITR) of - Cosan S.A. (“Company”) for the quarter ended June 30, 2021, comprising the statement of financial position as of June 30, 2021 and the related statements of profit or loss and of comprehensive income, for the three and six month periods then ended, and the statements of changes in equity and of cash flows for the six month period then ended, including the explanatory notes.
Management is responsible for preparation of the individual and consolidated interim financial information in accordance with Accounting Pronouncement NBC TG 21 Demonstrações intermediárias, and IAS 34 Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information in conformity with the rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information Form (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review engagements (NBC TR 2410 Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE 2410 Review of Interim Financial Information performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the individual and the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred to above are not prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of Quarterly Information Form (ITR), and presented consistently with the rules issued by the Brazilian Securities and Exchange Commission.
Emphasis of matter
Restatement of Earnings per share and Operating segments
As mentioned in Note 16, due to the share split, the Company adjusted earnings per share and the related notes for the three and six month period ended June 30, 2020, as provided for in Brazilian Accounting Standard CPC 41 – Resultado por ação / IAS 33 – Earnings per share. Additionally, as mentioned in Note 4, due to the change in the structure of operating segments, the Company adjusted the disclosure of operating segments for the three and six month period ended June 30, 2020, as provided for in Brazilian Accounting Standard CPC 22 – Informações por Segmento / IFRS 8 – Operating Segments. Our conclusion is not modified in respect of these matters.
Other matters
Statements of value added
The abovementioned quarterly information includes the individual and consolidated statements of value added (SVA) for the six-month period ended June 30, 2021, prepared under Company’s Management responsibility and presented as supplementary information by IAS 34. These statements have been subject to review procedures performed together with the review of the quarterly information with the objective to conclude whether they are reconciled to the interim financial information and the accounting records, as applicable, and if its format and content are in accordance with the criteria set forth by NBC TG 09 Demonstração do Valor Adicionado. Based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the overall interim financial information.

São Paulo, August 13, 2021.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP034519/O-6
Marcos Alexandre S. Pupo
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
741,717 |
|
1,149,267 |
|
8,567,450 |
|
4,614,053 |
|
Marketable securities |
5.2 |
|
787,715 |
|
788,965 |
|
3,655,932 |
|
2,271,570 |
|
Trade receivables |
5.3 |
|
— |
|
— |
|
2,447,515 |
|
1,585,708 |
|
Derivative financial instruments |
5.10 |
|
— |
|
— |
|
431,864 |
|
156,208 |
|
Inventories |
7 |
|
— |
|
— |
|
1,077,566 |
|
685,900 |
|
Receivables from related parties |
5.5 |
|
137,536 |
|
286,993 |
|
76,240 |
|
71,783 |
|
Income tax receivable |
|
|
147,307 |
|
141,018 |
|
260,121 |
|
178,501 |
|
Other current tax receivable |
6 |
|
35,526 |
|
35,507 |
|
788,412 |
|
434,480 |
|
Dividends receivable |
|
|
325,905 |
|
160,694 |
|
1,000,620 |
|
77,561 |
|
Sector financial assets |
5.9 |
|
— |
|
— |
|
237,426 |
|
241,749 |
|
Other financial assets |
5.4 |
|
— |
|
779,695 |
|
443 |
|
848,821 |
|
Other current assets |
|
|
119,930 |
|
101,673 |
|
583,593 |
|
270,065 |
|
Total current assets |
|
|
2,295,636 |
|
3,443,812 |
|
19,127,182 |
|
11,436,399 |
|
Trade receivables |
5.3 |
|
— |
|
— |
|
20,547 |
|
19,131 |
|
Restricted cash |
5.2 |
|
30,247 |
|
— |
|
57,549 |
|
— |
|
Deferred tax assets |
13 |
|
183,645 |
|
54,032 |
|
2,354,182 |
|
629,591 |
|
Receivables from related parties |
5.5 |
|
571,434 |
|
473,349 |
|
275,726 |
|
199,983 |
|
Income tax receivable |
|
|
— |
|
— |
|
197,548 |
|
836 |
|
Other non-current tax receivable |
6 |
|
37,795 |
|
37,533 |
|
1,968,540 |
|
167,224 |
|
Judicial deposits |
14 |
|
398,895 |
|
380,727 |
|
895,375 |
|
544,226 |
|
Derivative financial instruments |
5.10 |
|
2,463,037 |
|
2,457,604 |
|
4,642,347 |
|
2,971,210 |
|
Other non-current assets |
|
|
176,113 |
|
165,310 |
|
295,821 |
|
227,857 |
|
Investments in associates |
8.1 |
|
16,446,215 |
|
11,026,580 |
|
395,683 |
|
333,705 |
|
Investments in joint venture |
9 |
|
2,240,038 |
|
2,314,537 |
|
7,304,100 |
|
7,988,208 |
|
Property, plant and equipment |
10.1 |
|
57,390 |
|
61,459 |
|
15,555,527 |
|
416,996 |
|
Intangible assets and goodwill |
10.2 |
|
1,873 |
|
2,191 |
|
17,567,851 |
|
10,045,296 |
|
Contract asset |
10.3 |
|
— |
|
— |
|
589,403 |
|
695,938 |
|
Right-of-use assets |
10.4 |
|
37,133 |
|
24,809 |
|
7,726,174 |
|
84,224 |
|
Total non-current assets |
|
|
22,643,815 |
|
16,998,131 |
|
59,846,373 |
|
24,324,425 |
|
Total assets |
|
|
24,939,451 |
|
20,441,943 |
|
78,973,555 |
|
35,760,824 |
The accompanying notes are an integral part of these interim financial statements.
Statements of financial position
(In thousands of Brazilian Reais - R$)
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.6 |
|
121,255 |
|
— |
|
2,207,616 |
|
2,352,057 |
|
Leases |
5.8 |
|
8,350 |
|
11,108 |
|
375,135 |
|
20,466 |
|
Derivative financial instruments |
5.10 |
|
114,749 |
|
7,291 |
|
1,019,750 |
|
293,656 |
|
Trade payables |
5.7 |
|
1,708 |
|
4,066 |
|
3,033,743 |
|
1,875,192 |
|
Employee benefits payables |
|
|
20,189 |
|
25,168 |
|
337,889 |
|
195,881 |
|
Income tax payables |
|
|
1,977 |
|
2,571 |
|
503,253 |
|
374,339 |
|
Other taxes payable |
12 |
|
114,039 |
|
125,368 |
|
425,108 |
|
367,076 |
|
Dividends payable |
|
|
35 |
|
216,929 |
|
9,603 |
|
285,177 |
|
Preferred shareholders payable in subsidiaries |
|
|
221,869 |
|
— |
|
221,869 |
|
— |
|
Concessions payable |
11 |
|
— |
|
— |
|
160,472 |
|
— |
|
Payables to related parties |
5.5 |
|
132,866 |
|
278,740 |
|
279,273 |
|
150,484 |
|
Sector financial liabilities |
5.9 |
|
— |
|
— |
|
91,933 |
|
91,912 |
|
Other financial liabilities |
|
|
— |
|
— |
|
713,061 |
|
149,293 |
|
Other current liabilities |
|
|
93,979 |
|
103,501 |
|
441,429 |
|
259,580 |
|
Total current liabilities |
|
|
831,016 |
|
774,742 |
|
9,820,134 |
|
6,415,113 |
|
Loans, borrowings and debentures |
5.6 |
|
5,451,867 |
|
— |
|
33,580,446 |
|
13,075,170 |
|
Leases |
5.8 |
|
33,018 |
|
17,037 |
|
2,565,512 |
|
59,297 |
|
Preferred shareholders payable in subsidiaries |
|
|
— |
|
387,044 |
|
— |
|
387,044 |
|
Derivative financial instruments |
5.10 |
|
279,659 |
|
124,171 |
|
279,659 |
|
124,171 |
|
Other taxes payable |
12 |
|
140,641 |
|
141,233 |
|
147,947 |
|
146,895 |
|
Provision for legal proceedings |
14 |
|
310,330 |
|
308,819 |
|
1,420,047 |
|
887,794 |
|
Concessions payable |
11 |
|
— |
|
— |
|
2,836,069 |
|
— |
|
Provision for uncovered liability of associates |
8.1 |
|
366,056 |
|
458,852 |
|
— |
|
— |
|
Payables to related parties |
5.5 |
|
6,917,806 |
|
7,096,139 |
|
— |
|
— |
|
Post-employment benefits |
21 |
|
158 |
|
177 |
|
739,723 |
|
728,677 |
|
Deferred tax liabilities |
13 |
|
— |
|
— |
|
3,550,657 |
|
1,271,208 |
|
Sector financial liabilities |
5.9 |
|
— |
|
— |
|
1,152,191 |
|
473,999 |
|
Deferred revenue |
|
|
— |
|
— |
|
39,140 |
|
— |
|
Other non-current liabilities |
|
|
292,977 |
|
286,064 |
|
739,119 |
|
685,642 |
|
Total non-current liabilities |
|
|
13,792,512 |
|
8,819,536 |
|
47,050,510 |
|
17,839,897 |
|
Total liabilities |
|
|
14,623,528 |
|
9,594,278 |
|
56,870,644 |
|
24,255,010 |
|
Shareholders' equity |
15 |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
6,365,853 |
|
5,727,478 |
|
6,365,853 |
|
5,727,478 |
|
Treasury shares |
|
|
(91,158) |
|
(583,941) |
|
(91,158) |
|
(583,941) |
|
Additional paid-in capital |
|
|
(2,972,100) |
|
(939,347) |
|
(2,972,100) |
|
(939,347) |
|
Accumulated other comprehensive loss |
|
|
(554,874) |
|
(252,610) |
|
(554,874) |
|
(252,610) |
|
Retained earnings |
|
|
5,987,039 |
|
6,896,085 |
|
5,987,039 |
|
6,896,085 |
|
Profit for the period |
|
|
1,581,163 |
|
— |
|
1,581,163 |
|
— |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
10,315,923 |
|
10,847,665 |
|
10,315,923 |
|
10,847,665 |
|
Non-controlling interests |
8.2 |
|
— |
|
— |
|
11,786,988 |
|
658,149 |
|
Total shareholders' equity |
|
|
10,315,923 |
|
10,847,665 |
|
22,102,911 |
|
11,505,814 |
|
Total shareholders' equity and liabilities |
|
|
24,939,451 |
|
20,441,943 |
|
78,973,555 |
|
35,760,824 |
|
|
|||||||||
The accompanying notes are an integral part of these interim financial statements.
|
|
|
|
Parent Company |
||||||
|
|
Note |
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
General and administrative expenses |
18 |
|
(62,410) |
|
(109,747) |
|
(37,153) |
|
(72,075) |
|
Other income (expenses), net |
19 |
|
27,126 |
|
2,086 |
|
(21,528) |
|
(96,076) |
|
Operating expenses |
|
|
(35,284) |
|
(107,661) |
|
(58,681) |
|
(168,151) |
|
Result before equity in earnings of investees, finance results and taxes |
|
|
(35,284) |
|
(107,661) |
|
(58,681) |
|
(168,151) |
|
Interest in earnings of associates |
8.1 |
|
841,253 |
|
1,795,605 |
|
(155,967) |
|
265,833 |
|
Interest in earnings of joint venture |
9 |
|
(19,564) |
|
(74,499) |
|
(27,551) |
|
(37,935) |
|
Equity in earnings of investees |
|
|
821,689 |
|
1,721,106 |
|
(183,518) |
|
227,898 |
|
Finance expense |
|
|
(174,525) |
|
(376,882) |
|
(38,794) |
|
(330,549) |
|
Finance income |
|
|
3,463 |
|
39,788 |
|
29,483 |
|
90,262 |
|
Foreign exchange, net |
|
|
1,370,259 |
|
640,287 |
|
(334,571) |
|
(1,740,757) |
|
Net effect of derivatives |
|
|
(975,613) |
|
(384,917) |
|
399,379 |
|
1,683,883 |
|
Finance results, net |
20 |
|
223,584 |
|
(81,724) |
|
55,497 |
|
(297,161) |
|
Profit (loss) before taxes |
|
|
1,009,989 |
|
1,531,721 |
|
(186,702) |
|
(237,414) |
|
Income taxes |
13 |
|
|
|
|
|
|
|
|
|
Current |
|
|
313 |
|
313 |
|
— |
|
— |
|
Deferred |
|
|
(67,946) |
|
49,129 |
|
12,317 |
|
165,279 |
|
|
|
|
(67,633) |
|
49,442 |
|
12,317 |
|
165,279 |
|
Profit (loss) for the period |
|
|
942,356 |
|
1,581,163 |
|
(174,385) |
|
(72,135) |
Statement of profit or loss
(In thousands of Brazilian Reais - R$, except earnings per share)
|
|
|
|
Consolidated |
||||||
|
|
Note |
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
Net sales |
17 |
|
6,558,109 |
|
11,273,907 |
|
2,356,619 |
|
5,863,131 |
|
Cost of sales |
18 |
|
(4,940,287) |
|
(8,310,153) |
|
(1,651,890) |
|
(4,138,267) |
|
Gross profit |
|
|
1,617,822 |
|
2,963,754 |
|
704,729 |
|
1,724,864 |
|
Selling expenses |
18 |
|
(180,750) |
|
(339,406) |
|
(306,698) |
|
(586,094) |
|
General and administrative expenses |
18 |
|
(484,636) |
|
(848,244) |
|
(206,685) |
|
(377,910) |
|
Other income (expenses), net |
19 |
|
278,400 |
|
249,472 |
|
8,837 |
|
(27,117) |
|
Operating expenses |
|
|
(386,986) |
|
(938,178) |
|
(504,546) |
|
(991,121) |
|
Profit before equity in earnings of investees, finance results and taxes |
|
|
1,230,836 |
|
2,025,576 |
|
200,183 |
|
733,743 |
|
Interest in earnings of associates |
8.1 |
|
18,015 |
|
16,820 |
|
2,915 |
|
3,736 |
|
Interest in earnings of joint venture |
9 |
|
424,796 |
|
679,598 |
|
(221,151) |
|
(29,808) |
|
Equity in earnings of investees |
|
|
442,811 |
|
696,418 |
|
(218,236) |
|
(26,072) |
|
Finance expense |
|
|
(1,060,368) |
|
(1,232,185) |
|
(255,457) |
|
(1,003,477) |
|
Finance income |
|
|
237,333 |
|
428,485 |
|
91,959 |
|
207,093 |
|
Foreign exchange, net |
|
|
2,231,187 |
|
1,239,729 |
|
(393,781) |
|
(1,931,805) |
|
Net effect of derivatives |
|
|
(1,622,896) |
|
(1,032,682) |
|
434,070 |
|
1,981,783 |
|
Finance results, net |
20 |
|
(214,744) |
|
(596,653) |
|
(123,209) |
|
(746,406) |
|
Profit (loss) before taxes |
|
|
1,458,903 |
|
2,125,341 |
|
(141,262) |
|
(38,735) |
|
Income taxes |
13 |
|
|
|
|
|
|
|
|
|
Current |
|
|
(630,801) |
|
(230,941) |
|
(146,172) |
|
(271,403) |
|
Deferred |
|
|
367,016 |
|
8,980 |
|
110,585 |
|
249,995 |
|
|
|
|
(263,785) |
|
(221,961) |
|
(35,587) |
|
(21,408) |
|
Profit (loss) for the period |
|
|
1,195,118 |
|
1,903,380 |
|
(176,849) |
|
(60,143) |
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
942,356 |
|
1,581,163 |
|
(174,385) |
|
(72,135) |
|
Non-controlling interests |
|
|
252,762 |
|
322,217 |
|
(2,464) |
|
11,992 |
|
|
|
|
1,195,118 |
|
1,903,380 |
|
(176,849) |
|
(60,143) |
|
Earnings per share |
16 |
|
|
|
|
|
|
|
|
|
Basic |
|
|
R$ 0.5048 |
|
R$ 0.8782 |
|
(R$0.1119) |
|
(R$0.0463) |
|
Diluted |
|
|
R$ 0.5023 |
|
R$ 0.8733 |
|
(R$0.1941) |
|
(R$0.0477) |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these interim financial statements.
|
|
|
Parent Company |
|
||||||
|
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
|
Profit (loss) for the period |
|
942,356 |
|
1,581,163 |
|
(174,385) |
|
(72,135) |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
|
(542,255) |
|
(297,308) |
|
(976,217) |
|
(412,720) |
|
|
Gain (loss) on cash flow hedges |
|
250,455 |
|
(5,340) |
|
845,837 |
|
690,202 |
|
|
Change in fair value of financial assets |
|
245 |
|
384 |
|
39 |
|
38 |
|
|
Total other comprehensive (loss) income, net of tax |
|
(291,555) |
|
(302,264) |
|
(130,341) |
|
277,520 |
|
|
Total comprehensive income for the period |
|
650,801 |
|
1,278,899 |
|
(304,726) |
|
205,385 |
|
|
|
|
Consolidated |
|||||||
|
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
|
Profit (loss) for the period |
|
1,195,118 |
|
1,903,380 |
|
(176,849) |
|
(60,143) |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation effect |
|
(584,365) |
|
(311,830) |
|
145,233 |
|
755,915 |
|
|
Gain (loss) on cash flow hedges |
|
250,589 |
|
(5,798) |
|
(257,085) |
|
(412,720) |
|
|
Changes in fair value of financial assets |
|
245 |
|
384 |
|
39 |
|
38 |
|
|
|
|
(333,531) |
|
(317,244) |
|
(111,813) |
|
343,233 |
|
|
Total other comprehensive (loss) income, net of tax |
|
(333,531) |
|
(317,244) |
|
(111,813) |
|
343,233 |
|
|
Total comprehensive income (loss) for the period |
|
861,587 |
|
1,586,136 |
|
(288,662) |
|
283,090 |
|
|
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
650,801 |
|
1,278,899 |
|
(304,726) |
|
205,387 |
|
|
Non-controlling interests |
|
210,786 |
|
307,237 |
|
16,064 |
|
77,703 |
|
|
|
|
861,587 |
|
1,586,136 |
|
(288,662) |
|
283,090 |
|
The accompanying notes are an integral part of these interim financial statements.
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|
||||||||
|
|
|
Share capital |
|
Treasury share |
|
Corporate transactions - Law 6404 |
|
Capital transactions |
|
Accumulated other comprehensive loss |
|
Legal |
|
Statutory reserve |
|
Profit to be realized |
|
Retained earnings |
|
Accumulated profits |
|
Equity attributable to owners of the Company |
|
Non-controlling interest |
|
Total equity |
|
At January 1, 2021 |
|
5,727,478 |
|
(583,941) |
|
737 |
|
(940,084) |
|
(252,610) |
|
42,593 |
|
6,334,427 |
|
171,021 |
|
348,044 |
|
— |
|
10,847,665 |
|
658,149 |
|
11,505,814 |
|
Profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,581,163 |
|
1,581,163 |
|
322,217 |
|
1,903,380 |
|
Other comprehensive income: (note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on cash flow hedges |
|
— |
|
— |
|
— |
|
— |
|
(5,340) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(5,340) |
|
(458) |
|
(5,798) |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(297,308) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(297,308) |
|
(14,522) |
|
(311,830) |
|
Change in fair value of financial assets |
|
— |
|
— |
|
— |
|
— |
|
384 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
384 |
|
— |
|
384 |
|
Total comprehensive income for the period |
|
— |
|
— |
|
— |
|
— |
|
(302,264) |
|
— |
|
— |
|
— |
|
— |
|
1,581,163 |
|
1,278,899 |
|
307,237 |
|
1,586,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (Note 15) |
|
638,375 |
|
— |
|
— |
|
(638,375) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,750 |
|
1,750 |
|
Cancellation of treasury shares (Note 15) |
|
— |
|
496,916 |
|
— |
|
— |
|
— |
|
— |
|
(496,916) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Share options exercised |
|
— |
|
645 |
|
— |
|
(9,036) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(8,391) |
|
(9,239) |
|
(17,630) |
|
Dividends (Note 15) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(328,267) |
|
— |
|
(83,863) |
|
— |
|
(412,130) |
|
(4,488) |
|
(416,618) |
|
Treasury shares acquired (Note 15) |
|
— |
|
(4,778) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(4,778) |
|
— |
|
(4,778) |
|
Corporate reorganization (Note 1.1) |
|
— |
|
— |
|
— |
|
(1,400,557) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,400,557) |
|
10,836,134 |
|
9,435,577 |
|
Share-based payment transactions |
|
— |
|
— |
|
— |
|
9,769 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
9,769 |
|
17,516 |
|
27,285 |
|
Total contributions and distributions |
|
638,375 |
|
492,783 |
|
— |
|
(2,038,199) |
|
— |
|
— |
|
(825,183) |
|
— |
|
(83,863) |
|
— |
|
(1,816,087) |
|
10,841,673 |
|
9,025,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (Note 8.2) |
|
— |
|
— |
|
— |
|
5,446 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,446 |
|
(20,071) |
|
(14,625) |
|
Total changes in ownership interests |
|
— |
|
— |
|
— |
|
5,446 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,446 |
|
(20,071) |
|
(14,625) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company |
|
638,375 |
|
492,783 |
|
— |
|
(2,032,753) |
|
— |
|
— |
|
(825,183) |
|
— |
|
(83,863) |
|
— |
|
(1,810,641) |
|
10,821,602 |
|
9,010,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2021 |
|
6,365,853 |
|
(91,158) |
|
737 |
|
(2,972,837) |
|
(554,874) |
|
42,593 |
|
5,509,244 |
|
171,021 |
|
264,181 |
|
1,581,163 |
|
10,315,923 |
|
11,786,988 |
|
22,102,911 |
|
The accompanying notes are an integral part of these interim financial statements. |
||||||||||||||||||||||||||
Statement of changes in equity
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|
||||||||
|
|
|
Share capital |
|
Treasury share |
|
Corporate transactions - Law 6404 |
|
Capital transactions |
|
Accumulated other comprehensive loss |
|
Legal |
|
Statutory reserve |
|
Profit to be realized |
|
Retained earnings |
|
Accumulated profits |
|
Equity attributable to owners of the Company |
|
Non-controlling interest |
|
Total equity |
|
At January 1, 2020 |
|
5,045,214 |
|
(112,785) |
|
737 |
|
(958,738) |
|
(349,501) |
|
121,270 |
|
6,288,472 |
|
171,021 |
|
348,044 |
|
— |
|
10,553,734 |
|
507,482 |
|
11,061,216 |
|
(Loss) profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(72,135) |
|
(72,135) |
|
11,992 |
|
(60,143) |
|
Other comprehensive income: (note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on cash flow hedges |
|
— |
|
— |
|
— |
|
— |
|
(412,720) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(412,720) |
|
— |
|
(412,720) |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
690,202 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
690,202 |
|
65,713 |
|
755,915 |
|
Change in fair value of financial assets |
|
— |
|
— |
|
— |
|
— |
|
38 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
38 |
|
— |
|
38 |
|
Total comprehensive income for the period |
|
— |
|
— |
|
— |
|
— |
|
277,520 |
|
— |
|
— |
|
— |
|
— |
|
(72,135) |
|
205,385 |
|
77,705 |
|
283,090 |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase in subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,666 |
|
6,666 |
|
Share options exercised |
|
— |
|
1,081 |
|
— |
|
(21,362) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(20,281) |
|
— |
|
(20,281) |
|
Dividends - non-controlling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,158) |
|
(1,158) |
|
Treasury shares acquired |
|
— |
|
(318,828) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(318,828) |
|
— |
|
(318,828) |
|
Share-based payment transactions |
|
— |
|
— |
|
— |
|
8,865 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
8,865 |
|
62 |
|
8,927 |
|
Total contributions and distributions |
|
— |
|
(317,747) |
|
— |
|
(12,497) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(330,244) |
|
5,570 |
|
(324,674) |
|
Changes in ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
|
— |
|
— |
|
— |
|
44,569 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
44,569 |
|
30,431 |
|
75,000 |
|
Total changes in ownership interests |
|
— |
|
— |
|
— |
|
44,569 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
44,569 |
|
30,431 |
|
75,000 |
|
Total transactions with owners of the Company |
|
— |
|
(317,747) |
|
— |
|
32,072 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(285,675) |
|
36,001 |
|
(249,674) |
|
At June 30, 2020 |
|
5,045,214 |
|
(430,532) |
|
737 |
|
(926,666) |
|
(71,981) |
|
121,270 |
|
6,288,472 |
|
171,021 |
|
348,044 |
|
(72,135) |
|
10,473,444 |
|
621,188 |
|
11,094,632 |
|
The accompanying notes are an integral part of these interim financial statements. |
||||||||||||||||||||||||||
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2021 |
|
June 30, 2020 |
|
June 30, 2021 |
|
June 30, 2020 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxes |
|
|
1,531,721 |
|
(237,414) |
|
2,125,341 |
|
(38,735) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
6,021 |
|
5,645 |
|
927,528 |
|
292,669 |
|
Interest in earnings of associates |
8.1 |
|
(1,795,605) |
|
(265,833) |
|
(16,820) |
|
(3,736) |
|
Interest in earnings of joint venture |
9 |
|
74,499 |
|
37,935 |
|
(679,598) |
|
29,808 |
|
Gains on disposals assets |
|
|
53 |
|
— |
|
10,469 |
|
4,064 |
|
Share-based payment |
|
|
4,451 |
|
5,399 |
|
20,467 |
|
9,060 |
|
Legal proceedings provision |
|
|
22,442 |
|
30,292 |
|
69,748 |
|
30,511 |
|
Interest and exchange, net |
|
|
28,405 |
|
326,843 |
|
590,357 |
|
802,867 |
|
Sectorial financial assets and liabilities, net |
5.9 |
|
— |
|
— |
|
455,870 |
|
101,812 |
|
Provisions for employee benefits |
|
|
4,063 |
|
2,145 |
|
109,871 |
|
48,333 |
|
Allowance for expected credit losses |
|
|
— |
|
— |
|
(1,005) |
|
65,819 |
|
Recovering tax credits |
|
|
— |
|
— |
|
(609,964) |
|
— |
|
Other |
|
|
1 |
|
66,050 |
|
362,983 |
|
62,661 |
|
|
|
|
(123,949) |
|
(28,938) |
|
3,365,247 |
|
1,405,133 |
|
Changes in: |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
— |
|
— |
|
(272,449) |
|
255,919 |
|
Inventories |
|
|
— |
|
— |
|
(141,681) |
|
(8,279) |
|
Other current tax, net |
|
|
(15,972) |
|
(11,670) |
|
26,543 |
|
(46,003) |
|
Income tax |
|
|
15,281 |
|
(28,404) |
|
(356,033) |
|
(490,070) |
|
Related parties, net |
|
|
(50,962) |
|
(203,415) |
|
(115,521) |
|
(22,842) |
|
Trade payables |
|
|
(2,572) |
|
(5,148) |
|
612,163 |
|
(48,247) |
|
Employee benefits |
|
|
(17,153) |
|
(12,468) |
|
(133,225) |
|
(76,066) |
|
Provision for legal proceedings |
|
|
(1,360) |
|
(12,809) |
|
(46,649) |
|
(16,584) |
|
Other financial liabilities |
|
|
— |
|
— |
|
102,871 |
|
(35,584) |
|
Judicial deposits |
|
|
(1,551) |
|
(925) |
|
(11,808) |
|
25,922 |
|
Cash paid on disposal of credit rights |
|
|
— |
|
(1,278) |
|
— |
|
(1,278) |
|
Post-employment benefits |
|
|
— |
|
— |
|
(14,874) |
|
(17,885) |
|
Other assets and liabilities, net |
|
|
(28,236) |
|
1,328 |
|
(255,680) |
|
(104,099) |
|
|
|
|
(102,525) |
|
(274,789) |
|
(606,343) |
|
(585,096) |
|
Net cash from operating activities |
|
|
(226,474) |
|
(303,727) |
|
2,758,904 |
|
820,037 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital contribution in associates |
8.1 |
|
(1,700) |
|
(11,142) |
|
(336) |
|
(1,142) |
|
Acquisition of subsidiary, net of cash acquired |
|
|
— |
|
— |
|
— |
|
(90,247) |
|
Sale (purchase) of marketable securities |
|
|
9,255 |
|
(6,173) |
|
1,689,816 |
|
(862,388) |
|
Restricted cash |
|
|
(30,192) |
|
— |
|
25,629 |
|
— |
|
Dividends received from associates |
|
|
201,816 |
|
221,057 |
|
6,796 |
|
3,274 |
|
Dividends received from joint venture |
|
|
93,833 |
|
— |
|
162,500 |
|
— |
|
Other financial assets |
|
|
— |
|
— |
|
13 |
|
9 |
|
Acquisition of property, plant and equipment, intangible assets and contract assets |
|
|
(141) |
|
(7,696) |
|
(1,792,532) |
|
(507,113) |
|
Proceeds from legal merger |
1.1 |
|
353,601 |
|
— |
|
8,125,855 |
|
— |
|
Acquisition of associates shares |
|
|
— |
|
— |
|
— |
|
(22,586) |
|
Cash received on sale of fixed assets, and intangible assets |
|
|
— |
|
— |
|
3,090 |
|
— |
|
Net cash generated by (used in) investing activities |
|
|
626,472 |
|
196,046 |
|
8,220,831 |
|
(1,480,193) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures raised |
5.6 |
|
— |
|
— |
|
2,162,780 |
|
2,184,599 |
|
Repayment of principal on loans, borrowings and debentures |
5.6 |
|
(5,427) |
|
(1,700,000) |
|
(7,470,395) |
|
(2,114,036) |
|
Payment of interest on loans, borrowings and debentures |
5.6 |
|
(134,766) |
|
(35,203) |
|
(748,357) |
|
(283,454) |
|
Payment of derivative financial instruments |
|
|
(25,383) |
|
(35,636) |
|
(506,481) |
|
(36,076) |
|
Receipt of derivative financial instruments |
|
|
128,219 |
|
99,892 |
|
604,770 |
|
197,064 |
|
Payment of derivative financial instruments, except debt |
|
|
(226,516) |
|
— |
|
(226,516) |
|
— |
|
Receipt of derivative financial instruments, except debt |
|
|
197,679 |
|
— |
|
197,679 |
|
— |
|
Repayment of principal on leases |
5.8 |
|
(1,383) |
|
(167) |
|
(284,887) |
|
(4,695) |
|
Payment of interest on leases |
5.8 |
|
(1,417) |
|
(208) |
|
(61,803) |
|
(1,766) |
|
Equity contribution from shareholders interest |
|
|
— |
|
— |
|
— |
|
75,000 |
|
Equity contribution from non-controlling interest |
8.2 |
|
— |
|
— |
|
2,084 |
|
6,666 |
|
Related parties |
|
|
(247,070) |
|
(63,453) |
|
— |
|
— |
|
Payments to redeem entity's shares |
|
|
(4,778) |
|
(318,828) |
|
(34,529) |
|
(318,828) |
|
Acquisition of non-controlling interests |
|
|
(6,675) |
|
— |
|
— |
|
— |
|
Dividends paid |
|
|
(480,994) |
|
(574,139) |
|
(486,334) |
|
(575,861) |
|
Dividends paid for preference shares |
|
|
— |
|
— |
|
(239,615) |
|
(174,227) |
|
Transactions with non-controlling interests |
|
|
— |
|
— |
|
69,155 |
|
65,478 |
|
Payment of share-based compensation |
|
|
963 |
|
— |
|
963 |
|
— |
|
Share options exercised |
|
|
— |
|
(20,281) |
|
— |
|
(20,431) |
|
Net cash used in financing activities |
|
|
(807,548) |
|
(2,648,023) |
|
(7,021,486) |
|
(1,000,567) |
|
(Decrease) increase in cash and cash equivalents |
|
|
(407,550) |
|
(2,755,704) |
|
3,958,249 |
|
(1,660,723) |
|
Cash and cash equivalents at beginning of the period |
|
|
1,149,267 |
|
3,490,707 |
|
4,614,053 |
|
6,076,644 |
|
Effect of foreign exchange rate changes |
|
|
— |
|
581 |
|
(4,852) |
|
313,981 |
|
Cash and cash equivalents at end of the period |
|
|
741,717 |
|
735,584 |
|
8,567,450 |
|
4,729,902 |
|
Additional information |
|
|
|
|
|
|
|
|
|
|
Income tax paid |
|
|
— |
|
3,767 |
|
191,397 |
|
446,250 |
The accompanying notes are an integral part of these interim financial statements.
Non-cash transaction
Disclosure of interest and dividends
The Company classifies dividends and interest on equity received as cash flow from investing activities.
Interest received or paid is classified as cash flow in financing activities.
|
|
|
Parent Company |
Consolidated |
|||||
|
|
|
June 30, 2021 |
|
June 30, 2020 |
|
June 30, 2021 |
|
June 30, 2020 |
|
Revenues |
|
|
|
|
|
|
|
|
|
Sales of products and services net of returns |
|
— |
|
— |
|
13,542,849 |
|
7,887,736 |
|
Other operating revenues (expenses), net |
|
(2,780) |
|
(66,111) |
|
284,574 |
|
(9,798) |
|
Allowance for doubtful accounts |
|
— |
|
— |
|
733 |
|
(65,819) |
|
|
|
(2,780) |
|
(66,111) |
|
13,828,156 |
|
7,812,119 |
|
Raw materials acquired from third parties |
|
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
|
— |
|
— |
|
7,868,690 |
|
4,133,359 |
|
Materials, energy, third party services, others |
|
54,462 |
|
62,005 |
|
259,309 |
|
279,736 |
|
|
|
54,462 |
|
62,005 |
|
8,127,999 |
|
4,413,095 |
|
Gross value added |
|
(57,242) |
|
(128,116) |
|
5,700,157 |
|
3,399,024 |
|
Retention |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
6,021 |
|
5,645 |
|
927,528 |
|
292,669 |
|
|
|
6,021 |
|
5,645 |
|
927,528 |
|
292,669 |
|
Net value added |
|
(63,263) |
|
(133,761) |
|
4,772,629 |
|
3,106,355 |
|
Value added transferred in |
|
|
|
|
|
|
|
|
|
Interest in earnings of subsidiaries |
|
1,795,605 |
|
265,833 |
|
16,820 |
|
3,736 |
|
Interest in earnings of joint ventures |
|
(74,499) |
|
(37,935) |
|
679,598 |
|
(29,808) |
|
Finance income |
|
39,788 |
|
90,262 |
|
428,485 |
|
207,093 |
|
|
|
1,760,894 |
|
318,160 |
|
1,124,903 |
|
181,021 |
|
Value added to be distributed |
|
1,697,631 |
|
184,399 |
|
5,897,532 |
|
3,287,376 |
|
Distribution of value added |
|
|
|
|
|
|
|
|
|
Payroll and social charges |
|
34,343 |
|
27,200 |
|
424,014 |
|
277,926 |
|
Direct remuneration |
|
29,443 |
|
23,594 |
|
373,242 |
|
254,509 |
|
Benefits |
|
3,394 |
|
3,047 |
|
44,775 |
|
21,816 |
|
FGTS and others |
|
1,506 |
|
559 |
|
5,997 |
|
1,601 |
|
Taxes and contributions |
|
(39,391) |
|
(160,906) |
|
2,544,998 |
|
2,116,097 |
|
Federal |
|
(42,590) |
|
(162,397) |
|
1,064,867 |
|
57,634 |
|
State |
|
— |
|
— |
|
1,438,331 |
|
2,024,606 |
|
Municipal |
|
3,199 |
|
1,491 |
|
41,800 |
|
33,857 |
|
Finance expense and rents |
|
121,516 |
|
390,240 |
|
1,025,140 |
|
953,496 |
|
Interest and exchange variation |
|
99,091 |
|
306,431 |
|
830,221 |
|
875,552 |
|
Rents |
|
— |
|
2,819 |
|
13,258 |
|
77,944 |
|
Others |
|
22,425 |
|
80,990 |
|
181,661 |
|
— |
|
Non-controlling interests |
|
— |
|
— |
|
322,217 |
|
11,992 |
|
Profit for the period |
|
1,581,163 |
|
(72,135) |
|
1,581,163 |
|
(72,135) |
|
|
|
1,697,631 |
|
184,399 |
|
5,897,532 |
|
3,287,376 |
|
The accompanying notes are an integral part of these interim financial statements. |
||||||||
1 Operations
Cosan S.A. (“Cosan” or “the Company”) is a publicly-traded Company on the B3 S.A. - Brasil, Bolsa, Balcão, or “B3,” on the special New Market (Novo Mercado) segment under the ticker symbol “CSAN3.” The Company’s American Depositary Shares, or “ADSs,” are listed on the New York Stock Exchange, or “NYSE,” and trade under the symbol “CSAN.” Cosan is a corporation (sociedade anônima) of indefinite term incorporated under the laws of Brazil, having its registered office in the city of São Paulo, state of São Paulo. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
1.1 Corporate reorganization
On July 2, 2020, the boards of directors of Cosan S.A., Cosan Limited and Cosan Logística S.A. ("Cosan Logística"), or collectively the "Companies", authorized studies on a proposed corporate reorganization to simplify the structure of the economic group.
As part of an effort to streamline its operations, Cosan S.A. carried out at corporate reorganization to enhance its corporate structure by making Cosan S.A. the sole holding company of the Cosan Group (“Grupo Cosan” refers to the economic entity previously represented by Cosan Limited, Cosan S.A., Cosan Logística and its subsidiaries before the merger, which, after the merger, is represented by Cosan S.A. and its subsidiaries, as the context requires). The corporate reorganization simplified our corporate structure, unifying and consolidating the outstanding shares in the financial market (“free floats”) of the Companies, in order to increase share liquidity, and unlock value that exists within the Cosan Group and facilitate future fundraising.
As part of the corporate reorganization, each of Cosan Limited and Cosan Logística were merged into Cosan S.A. Following the completion of the merger, the outstanding shares of Cosan S.A. were directly owned by all shareholders of Cosan Limited, Cosan S.A. and Cosan Logística. As a result, Cosan S.A. issued ADSs listed on the NYSE to the shareholders of Cosan Limited. As for Cosan Logística, the shareholders of Cosan Logística became owners of Cosan S.A. common shares.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)

Figure 1: Simplified operational structure after the merger.
The Merger Protocols, subject to the terms and conditions described therein, and after the consummation of all transactions contemplated by them, Cosan Limited and Cosan Logística were merged, ceased to exist and their rights and obligations were transferred to Cosan S.A. as a Company successor.
The administrators of Cosan S.A., Cosan Limited and Cosan Logística evaluated the exchange ratio negotiated and recommended by the committees and stated as follows:
On January 22, 2021, the shareholders of the Companies approved the intra-group restructuring, which consisted of the merger of companies under common control, pursuant to which Cosan Limited and Cosan Logística were merged into Cosan S.A.
On February 5, 2021, the board of directors approved cancel 10,000,000 shares issued by the Company that were held in treasury.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The results of the companies that were consolidated from March 1, 2021, generated a positive result of R$372,203 in the Company's net income for the period ended on June 30, 2021.
1.1.1 Basis of preparation of reviewed financial information
The financial position as of March 1, 2021 is based on the individual and consolidated historical balances of Cosan S.A., Cosan Limited and Cosan Logística, as shown below:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Parent company
Open Balance (March 1st, 2021)
|
|
|
|
|
|
Incorporated companies |
|
|
|
|
|
|
||||
|
|
|
|
Cosan S.A. - Parent Company |
|
Cosan Limited - Parent Company |
|
Cosan Logística - Parent Company |
|
Total incorporated assets |
|
Elimination |
|
Adjustments |
|
Cosan S.A. post-reorganization |
|
Assets |
|
|
|
|
|
|
|
|
|
|
1.1.2(a) |
|
1.1.2(b) |
|
|
|
Cash and cash equivalents |
|
|
1,099,643 |
|
353,595 |
|
6 |
|
353,601 |
|
— |
|
— |
|
1,453,244 |
|
Marketable securities |
|
|
927,011 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
927,011 |
|
Derivative financial instruments |
|
|
71,133 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
71,133 |
|
Receivables from related parties |
|
|
279,718 |
|
54 |
|
194 |
|
248 |
|
(12,481) |
|
— |
|
267,485 |
|
Income tax receivable |
|
|
143,359 |
|
3 |
|
2,841 |
|
2,844 |
|
— |
|
— |
|
146,203 |
|
Other current tax receivable |
|
|
35,515 |
|
— |
|
4 |
|
4 |
|
— |
|
— |
|
35,519 |
|
Dividends receivable |
|
|
160,694 |
|
148,271 |
|
— |
|
148,271 |
|
(148,271) |
|
— |
|
160,694 |
|
Other financial assets |
|
|
734,903 |
|
— |
|
— |
|
— |
|
— |
|
(734,903) |
|
— |
|
Other current assets |
|
|
101,221 |
|
1,744 |
|
— |
|
1,744 |
|
— |
|
— |
|
102,965 |
|
Total current assets |
|
|
3,553,197 |
|
503,667 |
|
3,045 |
|
506,712 |
|
(160,752) |
|
(734,903) |
|
3,164,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
75,959 |
|
— |
|
— |
|
— |
|
— |
|
80,483 |
|
156,442 |
|
Receivables from related parties |
|
|
576,929 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
576,929 |
|
Other non-current tax receivable |
|
|
37,623 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
37,623 |
|
Judicial deposits |
|
|
384,455 |
|
— |
|
1,017 |
|
1,017 |
|
— |
|
— |
|
385,472 |
|
Derivative financial instruments |
|
|
2,758,732 |
|
183,426 |
|
— |
|
183,426 |
|
— |
|
— |
|
2,942,158 |
|
Other non-current assets |
|
|
169,370 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
169,370 |
|
Investments in associates |
|
|
13,025,364 |
|
8,769,145 |
|
4,259,390 |
|
13,028,535 |
|
(8,761,919) |
|
329,118 |
|
17,621,098 |
|
Property, plant and equipment |
|
|
60,457 |
|
2,724 |
|
— |
|
2,724 |
|
— |
|
— |
|
63,181 |
|
Intangible assets and goodwill |
|
|
2,067 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2,067 |
|
Right-of-use assets |
|
|
24,212 |
|
8,430 |
|
— |
|
8,430 |
|
— |
|
— |
|
32,642 |
|
Total non-current assets |
|
|
17,115,168 |
|
8,963,725 |
|
4,260,407 |
|
13,224,132 |
|
(8,761,919) |
|
409,601 |
|
21,986,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
20,668,365 |
|
9,467,392 |
|
4,263,452 |
|
13,730,844 |
|
(8,922,671) |
|
(325,302) |
|
25,151,236 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
|
Incorporated companies |
|
|
|
|
|
|
||||
|
|
|
|
Cosan S.A. - Parent Company |
|
Cosan Limited - Parent Company |
|
Cosan Logística - Parent Company |
|
Total incorporated assets |
|
Elimination |
|
Adjustments |
|
Cosan S.A. post-reorganization |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
1.1.2(a) |
|
1.1.2(b) |
|
|
|
Loans, borrowings and debentures |
|
|
— |
|
98,397 |
|
38,981 |
|
137,378 |
|
— |
|
— |
|
137,378 |
|
Leases |
|
|
2,785 |
|
824 |
|
— |
|
824 |
|
— |
|
— |
|
3,609 |
|
Derivative financial instruments |
|
|
1,253 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,253 |
|
Trade payables |
|
|
1,769 |
|
207 |
|
40 |
|
247 |
|
— |
|
— |
|
2,016 |
|
Employee benefits payables |
|
|
24,246 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
24,246 |
|
Income tax payables |
|
|
614 |
|
3 |
|
5 |
|
8 |
|
— |
|
— |
|
622 |
|
Other taxes payable |
|
|
115,593 |
|
9 |
|
1,251 |
|
1,260 |
|
— |
|
(11,544) |
|
105,309 |
|
Dividends payable |
|
|
216,929 |
|
— |
|
241 |
|
241 |
|
(148,271) |
|
— |
|
68,899 |
|
Payables to related parties |
|
|
318,535 |
|
4,844 |
|
407 |
|
5,251 |
|
(12,483) |
|
— |
|
311,303 |
|
Other current liabilities |
|
|
107,502 |
|
7,902 |
|
992 |
|
8,894 |
|
— |
|
— |
|
116,396 |
|
Total current liabilities |
|
|
789,226 |
|
112,186 |
|
41,917 |
|
154,103 |
|
(160,754) |
|
(11,544) |
|
771,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
— |
|
4,124,973 |
|
1,719,992 |
|
5,844,965 |
|
— |
|
— |
|
5,844,965 |
|
Leases |
|
|
24,930 |
|
8,887 |
|
— |
|
8,887 |
|
— |
|
— |
|
33,817 |
|
Preferred shareholders payable in subsidiaries |
|
|
389,585 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
389,585 |
|
Derivative financial instruments |
|
|
110,554 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
110,554 |
|
Other taxes payable |
|
|
140,978 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
140,978 |
|
Provision for legal proceedings |
|
|
309,484 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
309,484 |
|
Provision for uncovered liability of associates |
|
|
432,350 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
432,350 |
|
Payables to related parties |
|
|
7,499,128 |
|
47,771 |
|
— |
|
47,771 |
|
— |
|
— |
|
7,546,899 |
|
Post-employment benefits |
|
|
155 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
155 |
|
Other non-current liabilities |
|
|
288,658 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
288,658 |
|
Total non-current liabilities |
|
|
9,195,822 |
|
4,181,631 |
|
1,719,992 |
|
5,901,623 |
|
— |
|
— |
|
15,097,445 |
|
Total liabilities |
|
|
9,985,048 |
|
4,293,817 |
|
1,761,909 |
|
6,055,726 |
|
(160,754) |
|
(11,544) |
|
15,868,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
5,727,478 |
|
5,328 |
|
2,284,893 |
|
2,290,221 |
|
(1,651,846) |
|
— |
|
6,365,853 |
|
Reserves and other components of equity |
|
|
4,955,839 |
|
5,168,247 |
|
216,650 |
|
5,384,897 |
|
(7,110,071) |
|
(313,758) |
|
2,916,907 |
|
|
|
|
10,683,317 |
|
5,173,575 |
|
2,501,543 |
|
7,675,118 |
|
(8,761,917) |
|
(313,758) |
|
9,282,760 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
10,683,317 |
|
5,173,575 |
|
2,501,543 |
|
7,675,118 |
|
(8,761,917) |
|
(313,758) |
|
9,282,760 |
|
Total shareholders' equity |
|
|
10,683,317 |
|
5,173,575 |
|
2,501,543 |
|
7,675,118 |
|
(8,761,917) |
|
(313,758) |
|
9,282,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity and liabilities |
|
|
20,668,365 |
|
9,467,392 |
|
4,263,452 |
|
13,730,844 |
|
(8,922,671) |
|
(325,302) |
|
25,151,236 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Consolidated
Open Balance (March 1st, 2021)
|
|
|
|
|
|
Incorporated companies |
|
|
|
|
|
|
||||
|
|
|
|
Consolidated Cosan S.A. |
|
Corporate Cosan Limited (i) |
|
Consolidated Cosan Logística |
|
Total incorporated assets |
|
Elimination |
|
Adjustments |
|
Cosan S.A. post-reorganization |
|
Assets |
|
|
|
|
|
|
|
|
|
|
1.1.2(a) |
|
1.1.2(b) |
|
|
|
Cash and cash equivalents |
|
|
4,367,675 |
|
356,410 |
|
7,769,445 |
|
8,125,855 |
|
— |
|
— |
|
12,493,530 |
|
Marketable securities |
|
|
1,686,029 |
|
327 |
|
3,025,185 |
|
3,025,512 |
|
— |
|
— |
|
4,711,541 |
|
Trade receivables |
|
|
1,639,123 |
|
305 |
|
617,546 |
|
617,851 |
|
— |
|
— |
|
2,256,974 |
|
Derivative financial instruments |
|
|
182,922 |
|
— |
|
82,191 |
|
82,191 |
|
— |
|
— |
|
265,113 |
|
Inventories |
|
|
659,485 |
|
8 |
|
255,042 |
|
255,050 |
|
— |
|
— |
|
914,535 |
|
Receivables from related parties |
|
|
205,383 |
|
36 |
|
36,451 |
|
36,487 |
|
(12,481) |
|
— |
|
229,389 |
|
Income tax receivable |
|
|
169,644 |
|
7 |
|
98,343 |
|
98,350 |
|
— |
|
— |
|
267,994 |
|
Other current tax receivable |
|
|
372,525 |
|
172 |
|
345,539 |
|
345,711 |
|
— |
|
— |
|
718,236 |
|
Dividends receivable |
|
|
77,561 |
|
148,271 |
|
6,322 |
|
154,593 |
|
(148,271) |
|
— |
|
83,883 |
|
Sectorial financial assets |
|
|
216,488 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
216,488 |
|
Other financial assets |
|
|
804,256 |
|
— |
|
— |
|
— |
|
— |
|
(734,903) |
|
69,353 |
|
Other current assets |
|
|
294,606 |
|
1,955 |
|
264,994 |
|
266,949 |
|
— |
|
— |
|
561,555 |
|
Total current assets |
|
|
10,675,697 |
|
507,491 |
|
12,501,058 |
|
13,008,549 |
|
(160,752) |
|
(734,903) |
|
22,788,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
19,476 |
|
— |
|
6,303 |
|
6,303 |
|
— |
|
— |
|
25,779 |
|
Restricted cash |
|
|
— |
|
— |
|
29,835 |
|
29,835 |
|
— |
|
— |
|
29,835 |
|
Deferred tax assets |
|
|
631,987 |
|
33 |
|
1,350,121 |
|
1,350,154 |
|
— |
|
— |
|
1,982,141 |
|
Receivables from related parties |
|
|
207,905 |
|
— |
|
94,473 |
|
94,473 |
|
(47,770) |
|
— |
|
254,608 |
|
Income taxes receivable |
|
|
309 |
|
— |
|
40,707 |
|
40,707 |
|
— |
|
— |
|
41,016 |
|
Other non-current tax receivable |
|
|
168,666 |
|
— |
|
782,580 |
|
782,580 |
|
— |
|
— |
|
951,246 |
|
Judicial deposits |
|
|
551,833 |
|
— |
|
328,984 |
|
328,984 |
|
— |
|
— |
|
880,817 |
|
Derivative financial instruments |
|
|
3,311,933 |
|
183,426 |
|
2,346,374 |
|
2,529,800 |
|
— |
|
— |
|
5,841,733 |
|
Contract asset |
|
|
655,680 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
655,680 |
|
Other non-current assets |
|
|
235,161 |
|
2 |
|
57,726 |
|
57,728 |
|
— |
|
— |
|
292,889 |
|
Investments in associates |
|
|
331,005 |
|
8,758,462 |
|
49,953 |
|
8,808,415 |
|
(9,087,580) |
|
329,118 |
|
380,958 |
|
Investments in joint ventures |
|
|
7,613,457 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
7,613,457 |
|
Property, plant and equipment |
|
|
424,651 |
|
4,335 |
|
14,032,909 |
|
14,037,244 |
|
— |
|
— |
|
14,461,895 |
|
Intangible assets and goodwill |
|
|
10,184,202 |
|
15,159 |
|
7,226,616 |
|
7,241,775 |
|
— |
|
— |
|
17,425,977 |
|
Right-of-use assets |
|
|
83,664 |
|
8,853 |
|
7,809,397 |
|
7,818,250 |
|
— |
|
— |
|
7,901,914 |
|
Total non-current assets |
|
|
24,419,929 |
|
8,970,270 |
|
34,155,978 |
|
43,126,248 |
|
(9,135,350) |
|
329,118 |
|
58,739,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
35,095,626 |
|
9,477,761 |
|
46,657,036 |
|
56,134,797 |
|
(9,296,102) |
|
(405,785) |
|
81,528,536 |
(i) Comprise the companies directly controlled by Cosan Limited, except Cosan S.A. and Cosan Logística.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
|
Incorporated companies |
|
|
|
|
|
|
||||
|
|
|
|
Consolidated Cosan S.A. |
|
Corporate Cosan Limited (i) |
|
Consolidated Cosan Logística |
|
Total incorporated assets |
|
Elimination |
|
Adjustments |
|
Cosan S.A. post-reorganization |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
1.1.2(a) |
|
1.1.2(b) |
|
|
|
Loans, borrowings and debentures |
|
|
842,781 |
|
98,420 |
|
2,318,462 |
|
2,416,882 |
|
— |
|
— |
|
3,259,663 |
|
Leases |
|
|
11,867 |
|
1,068 |
|
510,047 |
|
511,115 |
|
— |
|
— |
|
522,982 |
|
Derivative financial instruments |
|
|
146,261 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
146,261 |
|
Trade payables |
|
|
1,813,517 |
|
1,335 |
|
566,273 |
|
567,608 |
|
— |
|
— |
|
2,381,125 |
|
Employee benefits payables |
|
|
214,941 |
|
1,782 |
|
154,262 |
|
156,044 |
|
— |
|
— |
|
370,985 |
|
Income tax payables |
|
|
331,264 |
|
580 |
|
245,826 |
|
246,406 |
|
— |
|
— |
|
577,670 |
|
Other taxes payable |
|
|
375,996 |
|
10 |
|
33,092 |
|
33,102 |
|
— |
|
(11,544) |
|
397,554 |
|
Dividends payable |
|
|
285,209 |
|
— |
|
10,267 |
|
10,267 |
|
(148,271) |
|
— |
|
147,205 |
|
Concessions payable |
|
|
— |
|
— |
|
159,330 |
|
159,330 |
|
— |
|
— |
|
159,330 |
|
Payables to related parties |
|
|
304,021 |
|
5,786 |
|
188,971 |
|
194,757 |
|
(12,483) |
|
— |
|
486,295 |
|
Sectorial financial liabilities |
|
|
93,244 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
93,244 |
|
Other financial liabilities |
|
|
120,247 |
|
— |
|
361,494 |
|
361,494 |
|
— |
|
— |
|
481,741 |
|
Other current liabilities |
|
|
229,603 |
|
9,289 |
|
298,692 |
|
307,981 |
|
— |
|
— |
|
537,584 |
|
Total current liabilities |
|
|
4,768,951 |
|
118,270 |
|
4,846,716 |
|
4,964,986 |
|
(160,754) |
|
(11,544) |
|
9,561,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
14,091,982 |
|
4,125,001 |
|
20,275,636 |
|
24,400,637 |
|
— |
|
— |
|
38,492,619 |
|
Leases |
|
|
67,882 |
|
9,097 |
|
2,430,749 |
|
2,439,846 |
|
— |
|
— |
|
2,507,728 |
|
Preferred shareholders payable in subsidiaries |
|
|
389,585 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
389,585 |
|
Derivative financial instruments |
|
|
110,554 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
110,554 |
|
Other taxes payable |
|
|
146,539 |
|
— |
|
2,112 |
|
2,112 |
|
— |
|
— |
|
148,651 |
|
Provision for legal proceedings |
|
|
890,189 |
|
— |
|
497,574 |
|
497,574 |
|
— |
|
— |
|
1,387,763 |
|
Concessions payable |
|
|
— |
|
— |
|
2,849,861 |
|
2,849,861 |
|
— |
|
— |
|
2,849,861 |
|
Payables to related parties |
|
|
— |
|
47,771 |
|
— |
|
47,771 |
|
(47,771) |
|
— |
|
— |
|
Post-employment benefits |
|
|
733,047 |
|
— |
|
57 |
|
57 |
|
— |
|
— |
|
733,104 |
|
Deferred tax liabilities |
|
|
1,326,171 |
|
— |
|
1,988,261 |
|
1,988,261 |
|
— |
|
(80,483) |
|
3,233,949 |
|
Sectorial financial liabilities |
|
|
499,016 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
499,016 |
|
Deferred revenue |
|
|
— |
|
— |
|
42,100 |
|
42,100 |
|
— |
|
— |
|
42,100 |
|
Other non-current liabilities |
|
|
694,781 |
|
— |
|
64,680 |
|
64,680 |
|
— |
|
— |
|
759,461 |
|
Total non-current liabilities |
|
|
18,949,746 |
|
4,181,869 |
|
28,151,030 |
|
32,332,899 |
|
(47,771) |
|
(80,483) |
|
51,154,391 |
|
Total liabilities |
|
|
23,718,697 |
|
4,300,139 |
|
32,997,746 |
|
37,297,885 |
|
(208,525) |
|
(92,027) |
|
60,716,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
5,727,478 |
|
5,328 |
|
2,284,893 |
|
2,290,221 |
|
(1,651,846) |
|
— |
|
6,365,853 |
|
Reserves and other components of equity |
|
|
4,955,839 |
|
5,168,247 |
|
216,650 |
|
5,384,897 |
|
(7,110,071) |
|
(313,758) |
|
2,916,907 |
|
|
|
|
10,683,317 |
|
5,173,575 |
|
2,501,543 |
|
7,675,118 |
|
(8,761,917) |
|
(313,758) |
|
9,282,760 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
10,683,317 |
|
5,173,575 |
|
2,501,543 |
|
7,675,118 |
|
(8,761,917) |
|
(313,758) |
|
9,282,760 |
|
Non-controlling interests |
|
|
693,612 |
|
4,047 |
|
11,157,747 |
|
11,161,794 |
|
(325,660) |
|
— |
|
11,529,746 |
|
Total shareholders' equity |
|
|
11,376,929 |
|
5,177,622 |
|
13,659,290 |
|
18,836,912 |
|
(9,087,577) |
|
(313,758) |
|
20,812,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total shareholders' equity and liabilities |
|
|
35,095,626 |
|
9,477,761 |
|
46,657,036 |
|
56,134,797 |
|
(9,296,102) |
|
(405,785) |
|
81,528,536 |
(i) Comprise the companies directly controlled by Cosan Limited, except Cosan S.A. and Cosan Logística.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
1.1.2 Adjustments and assumptions used
The financial information was prepared and presented based on the individual and consolidated balances and the adjustments were determined following Management's assumptions and best estimates that include the following adjustments:
(a) Elimination
The consummate operation was an intra-group reorganization, in which: (1) it involved only entities that are under common control; and (2) all the entities involved were already presented at Cosan Limited on a consolidated basis. As a result, the investment balances that Cosan Limited held in Cosan logistics and Cosan S.A. were eliminated, as well as the effects of transactions between related parties.
(b) Adjustment of other financial assets
Cosan S.A. owned 40,065,607 shares of Rumo S.A., representing 2.16% of its shareholders' equity, and 477,196 shares of Cosan Logística, representing 0.10% of its shareholders' equity. These shares were recorded in the financial position as a financial asset, being measured at fair value through profit or loss, as Management considered trading these shares.
With the corporate reorganization, the financial asset, as well as its applicable taxes, was derecognized for R$734,903 and, consequently, an investment in subsidiary of R$329,118 was recorded. Additionally, the amount of R$313,758 was recognized in equity.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
1.2 Recent developments
1.2.1 Initial public offering registration, or “IPO,” of Raízen S.A.
On June 3, 2021, Raízen S.A., or “Raízen,” (formerly known as Raízen Combustíveis S.A.) filed the IPO registration statement on the Brazilian Securities Commission (Comissão de Valores Mobiliários), or “CVM.”
On August 3, 2021, the Raízen’s board of directors approved the price of R$7.40 per share to be sold through the IPO, as determined following the conclusion of the bookbuilding process. Within the IPO (i) 810,811,000 preferred shares were subscribed in a total amount of R$6,000,001, as part of the base offering; and (ii) 121,621,650 preferred shares were “over-allocated” in a total amount of R$900,000 for purposes of the stabilization activities. On August 5, 2020, Raízen completed its IPO.
1.2.2 Corporate reorganization in the Raízen S.A.
On June 1, 2021, Raízen Combustíveis S.A. (“Raízen Combustíveis”) and Raízen Energia S.A. (“Raízen Energia”) contributed all common shares, as well as class A and D preferred shares, all shares issued by Raízen Energia, in a capital increase of Raízen Combustíveis (with the exception of two common shares that remained held one by each shareholder - Cosan Investimentos e Participações S.A. (“Cosan Investimentos”) and Shell Brasil Holding BV (“Shell”), by their respective book equity value and without any impact on the accounting and income items. On this date Raízen Energia also redeemed all of its own class B preferred shares. As a result, Raízen Combustíveis became the holder of shares representing 100% of the capital stock of Raízen Energia (subject to the exception mentioned above) (“Raízen Reorganization”).
As a result of the corporate reorganization, Cosan S.A. and Shell terminated the Raízen Energia shareholders’ agreement and amended the Raízen Combustíveis shareholders’ agreement in order to adapt its terms and conditions to the new corporate situation.
With effect from June 2, 2021, the name of the Raízen Combustíveis S.A. was changed to Raízen S.A.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
1.2.3 Renewal of license to use Shell trademark
On May 20, 2021, Raízen entered into a renewal of the license agreement for the use of the "Shell" brand with Shell Brands International AG. With this renewal, Raízen S.A. keeps the right to use the "Shell" brand, in the fuel distribution sector and related activities in Brazil, for a minimum period of 13 years, which can be renewed in certain cases, upon compliance with certain conditions established in the contract.
1.2.4 Acquisition of Biosev S.A. by Raízen
On August 10, 2021, the acquisition of all shares issued by Biosev S.A., or “Biosev,” by Raízen was completed, with the payment of the amount provided for in the acquisition agreement executed on February 8, 2021, which provides that price adjustments will be set within 90 days of closing. This payment was used, in turn, to pay part of Biosev's financial debts, with the remaining balance of such debts of Biosev being paid with funds from a new financing contracted by Hédera Investimentos e Participações S.A., or “Hédera.” Also as part of the aforementioned transaction, Hédera exercised the subscription bonus issued at the Company's general meeting held on June 1, 2021, becoming holder of 330,602,900 preferred shares issued by Raízen, representing approximately 3.22% of its capital.
Biosev's main activities are the production, processing and sale of rural and agricultural products, mainly sugarcane and its derivatives, generation and sale of energy and derivatives from energy cogeneration.
This business combination is in line with Raízen's strategy of leading the transformation of the energy matrix with its own technology, by expanding the crushing capacity and increasing the share of renewable products in our portfolio.
1.2.5 ARSESP Resolutions
On January 13, 2021, the Sanitation and Energy Regulatory Agency for the state of São Paulo (Agência Reguladora de Energia de São Paulo), or “ARSESP,” published Resolution No. 1,111, which updated the tariff tables to be applied and the tariff for the use of the distribution system to be applied in the free market by the piped gas distribution concessionaire, revoking Resolution No.1,065 of November 26, 2020.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
On February 25, 2021, ARSESP published Resolution No. 1,136, which updated the weighted average cost of gas and transportation, on the pass-through of the variations in the price of gas and transportation fixed in the tariffs of non-residential and non-commercial users and on the tariff schedules applied by the concessionaire as of February 28, 2021.
On May 26, 2021, ARSESP published the Resolution No. 1,162, which provided for the readjustment of the distribution margin values for all segments, updating of the weighted average cost of gas and transportation, on the pass-through of the gas price variations and transportation fixed in the tariffs for all segments and on the Natural Gas Pipelines Tariff (Tarifa de Uso do Sistema de Distribuição) , or “TUSD,” and Specific Natural Gas Pipelines Tariff (Tarifa de Uso do Sistema de Distribuição Específica) , or “TUSD-E,” . The effects of this ordinance are prospective, as of May 31, 2021.
1.2.6 Investment agreement in the subsidiary Compass Gás e Energia S.A.
On May 31, 2021, the subsidiary Compass Gas e Energia S.A. entered into an investment agreement with Atmos Ilíquidos 1 Equity Investment Fund, Atmos Master Equity Investment Fund, Manzat Inversiones Auu SA and Ricardo Ernesto Correa da Silva (together “Investors”), through which the Investors will jointly subscribe 30,853,032 preferred shares issued by Compass Gás e Energia SA (“Compass”), representing 4.68% of the capital stock, which will be paid up through the contribution of R$810,000, in the Compass.
On August 12, 2021, Compass Gás e Energia began to be traded on B3. The listing was carried out to fulfill a condition precedent to the entry of Investors.
1.2.7 Rumo Malha Central S.A.: Start of railroad operations
In February 2021, Rumo Malha Central S.A., or Rumo Malha Central,” started its logistic rail service. The operations began with rail connecting between operations of Rumo Malha Paulista S.A., or “Rumo Malha Paulista” and Rumo Malha Norte S.A. or “Rumo Malha Norte.”
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
1.3 Covid-19
During the quarter ended June 30, 2021, the Company, its subsidiaries and jointly controlled companies continue to monitor the evolution of the COVID-19 pandemic in Brazil and worldwide, in order to take preventive measures to minimize the spread of the virus, ensure continuity of operations and safeguard the health and safety of our employees and partners. The response to the pandemic has been effective in limiting the impacts on our operational facilities, employees, supply chain and logistics.
On June 30, 2021, the Company had positive consolidated working capital of R$9,307,048 (R$5,021,286 on December 31, 2020), cash and cash equivalents and marketable securities of R$12,223,382 (R$6,885,623 on December 31, 2020), and profit for the six-month period ended June 30, 2021 of R$1,903,380 (loss for the six-month period ended June 30, 2020 of R$60,143).
Our covenants are assessed monthly for our need to generate sufficient cash flows to meet indebtedness and our ability to meet the covenants contained in the contracts that govern our indebtedness. Until June 30, 2021, the Company and its subsidiaries have been complying with all restrictive financial clauses.
Considering the level of interest rates in Brazil and in the locations of our subsidiaries, we consider that despite the short-term fluctuations in some macroeconomic assumptions due to the impacts of the COVID-19 pandemic, our weighted average cost of capital should not undergo material changes.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company assessed the circumstances that could indicate impairment of its non-financial assets and concluded that there were no changes in the circumstances that would indicate an impairment loss. Our tax recovery projections are based on the same scenarios and assumptions used in the impairment assessment.
Losses due to the non-recoverability of financial assets were calculated based on the credit risk analysis, which includes the history of losses, the individual situation of the customers, the situation of the economic group to which they belong, the real guarantees for debts and macroeconomic indicators and is considered on June 30, 2021, sufficient to cover possible losses on the amounts receivable, in addition to a prospective assessment that consider the change or expected change in economic factors that affect the expected credit losses, which will be determined based on weighted probabilities and measured at an amount equal to the expected credit loss for life.
The credit quality of accounts receivable falling due is considered adequate, and the amount of the effective risk of possible losses in accounts receivable from customers is presented as losses due to the non-recoverability of financial assets.
Our inventories are composed, substantially, of lubricants, base oil and materials for the construction of gas pipelines, which are products that are not valid or have a long duration and, therefore, we do not observe indicators of obsolescence or non-performance.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
2 Statement of compliance
These individual and consolidated interim financial statements have been prepared and are being presented in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Statements and with international standards IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and also based on the provisions contained in the Brazilian Corporation Law, and presented in a manner consistent with the rules issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR.
The presentation of the Statements of Value Added (DVA), individual and consolidated, is required by Brazilian corporate law and the accounting practices adopted in Brazil applicable to publicly-held companies CPC 09 - Statement of Added Value. IFRS standards do not require the presentation of this statement. As a consequence, under IFRS, this statement is presented as supplementary information, without prejudice to the set of interim financial statements.
Except for information from the merged companies, these interim financial statements were prepared following the basis of preparation and accounting policies consistent with those adopted in the preparation of the financial statements of December 31, 2020 and should be read together.
The information in the explanatory notes that have not undergone any significant changes compared to December 31, 2020 has not been fully presented in this quarterly information.
The relevant information proper to the interim financial statements, and only them, are being disclosed and that correspond to those used by Management in its management.
These interim financial statements were authorized for issue by Management on August 13, 2021.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
3 Accounting policies
These interim financial statements were prepared following the basis of preparation and accounting policies consistent with those adopted in the preparation of the financial statements of December 31, 2020, except for the statements described in the respective notes from the companies incorporated in the corporate reorganization, as per note 1.1. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
4 Segment information
The following segment information is used by Company’s senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. The Company evaluates the performance of its operating segments based on the measure of Earnings Before Interest Taxes, Depreciation and Amortization (“EBITDA”).
Reported segments:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Reconciliation:
Although, Raízen S.A. is a joint venture recorded under the equity method and is not proportionally consolidated, senior management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of jointly controlled company”.
With the corporate reorganization of Raízen S.A., as per note 1.2.2, the Company reassessed its operating segments and began to disclose Raízen as a single segment. With this, the corresponding information from previous periods was restated.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
April 1, 2021 to June 30, 2021 |
||||||||||||||
|
|
Reported segments |
Reconciliation |
|
Consolidated |
|||||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Logistics (ii) |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales |
40,652,848 |
|
3,659,398 |
|
1,848,396 |
|
2,339,416 |
|
995 |
|
(40,652,848) |
|
(14,590) |
|
7,833,615 |
|
Domestic market (i) |
38,721,954 |
|
3,659,398 |
|
1,680,540 |
|
2,188,164 |
|
995 |
|
(38,721,954) |
|
(14,590) |
|
7,514,507 |
|
External market (i) |
1,930,894 |
|
— |
|
167,856 |
|
151,252 |
|
— |
|
(1,930,894) |
|
— |
|
319,108 |
|
Net sales |
37,528,062 |
|
2,880,577 |
|
1,475,328 |
|
2,215,892 |
|
902 |
|
(37,528,062) |
|
(14,590) |
|
6,558,109 |
|
Cost of sales |
(34,820,316) |
|
(2,439,526) |
|
(1,141,365) |
|
(1,372,948) |
|
(1,038) |
|
34,820,316 |
|
14,590 |
|
(4,940,287) |
|
Gross profit |
2,707,746 |
|
441,051 |
|
333,963 |
|
842,944 |
|
(136) |
|
(2,707,746) |
|
— |
|
1,617,822 |
|
Selling expenses |
(875,472) |
|
(32,205) |
|
(137,013) |
|
(9,499) |
|
(2,033) |
|
875,472 |
|
— |
|
(180,750) |
|
General and administrative expenses |
(364,878) |
|
(233,308) |
|
(69,568) |
|
(113,542) |
|
(68,218) |
|
364,878 |
|
— |
|
(484,636) |
|
Other income (expenses), net |
192,626 |
|
237,374 |
|
(4,045) |
|
17,944 |
|
27,127 |
|
(192,626) |
|
— |
|
278,400 |
|
Interest in earnings of associates |
(12,706) |
|
— |
|
— |
|
2,596 |
|
484,555 |
|
12,706 |
|
(469,136) |
|
18,015 |
|
Interest in earnings of joint venture |
— |
|
— |
|
— |
|
— |
|
424,796 |
|
— |
|
— |
|
424,796 |
|
Finance results, net |
(277,568) |
|
8,781 |
|
26,247 |
|
(350,984) |
|
101,212 |
|
277,568 |
|
— |
|
(214,744) |
|
Finance expense |
(528,186) |
|
(257,034) |
|
(28,539) |
|
(554,108) |
|
(220,687) |
|
528,186 |
|
— |
|
(1,060,368) |
|
Finance income |
133,700 |
|
173,535 |
|
32,680 |
|
53,854 |
|
(22,736) |
|
(133,700) |
|
— |
|
237,333 |
|
Foreign exchange, net |
1,463,912 |
|
111,007 |
|
35,467 |
|
766,991 |
|
1,317,722 |
|
(1,463,912) |
|
— |
|
2,231,187 |
|
Derivatives |
(1,346,994) |
|
(18,727) |
|
(13,361) |
|
(617,721) |
|
(973,087) |
|
1,346,994 |
|
— |
|
(1,622,896) |
|
Income tax (expense)benefit |
(599,456) |
|
(100,498) |
|
(61,560) |
|
(75,069) |
|
(26,658) |
|
599,456 |
|
— |
|
(263,785) |
|
Profit for the period |
770,292 |
|
321,195 |
|
88,024 |
|
314,390 |
|
940,645 |
|
(770,292) |
|
(469,136) |
|
1,195,118 |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
848,192 |
|
313,484 |
|
60,846 |
|
94,807 |
|
942,355 |
|
(848,192) |
|
(469,136) |
|
942,356 |
|
Non-controlling interests |
(77,900) |
|
7,711 |
|
27,178 |
|
219,583 |
|
(1,710) |
|
77,900 |
|
— |
|
252,762 |
|
|
770,292 |
|
321,195 |
|
88,024 |
|
314,390 |
|
940,645 |
|
(770,292) |
|
(469,136) |
|
1,195,118 |
|
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
1,276,194 |
|
131,307 |
|
25,203 |
|
455,445 |
|
4,263 |
|
(1,276,194) |
|
— |
|
616,218 |
|
EBITDA |
2,923,510 |
|
544,219 |
|
148,540 |
|
1,195,888 |
|
870,354 |
|
(2,923,510) |
|
(469,136) |
|
2,289,865 |
|
Additions to PP&E, intangible and contracts assets |
770,818 |
|
274,128 |
|
7,500 |
|
1,041,272 |
|
1,832 |
|
(770,818) |
|
— |
|
1,324,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
770,292 |
|
321,195 |
|
88,024 |
|
314,390 |
|
940,645 |
|
(770,292) |
|
(469,136) |
|
1,195,118 |
|
Income tax and (expense) benefit |
599,456 |
|
100,498 |
|
61,560 |
|
75,069 |
|
26,658 |
|
(599,456) |
|
— |
|
263,785 |
|
Finance results, net |
277,568 |
|
(8,781) |
|
(26,247) |
|
350,984 |
|
(101,212) |
|
(277,568) |
|
— |
|
214,744 |
|
Depreciation and amortization |
1,276,194 |
|
131,307 |
|
25,203 |
|
455,445 |
|
4,263 |
|
(1,276,194) |
|
— |
|
616,218 |
|
EBITDA |
2,923,510 |
|
544,219 |
|
148,540 |
|
1,195,888 |
|
870,354 |
|
(2,923,510) |
|
(469,136) |
|
2,289,865 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
(ii) The results of the Logistics segment were consolidated as of March 1, 2021 as a result of the corporate reorganization, as detailed in Note 1.1.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
January 1, 2021 to June 30, 2021 |
||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
Consolidated |
||||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Logistics (ii) |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales |
77,573,286 |
|
6,866,769 |
|
3,631,926 |
|
3,167,877 |
|
1,372 |
|
(77,573,286) |
|
(18,673) |
|
13,649,271 |
|
Domestic market (i) |
70,782,982 |
|
6,866,769 |
|
3,308,537 |
|
3,016,625 |
|
1,372 |
|
(70,782,982) |
|
(18,673) |
|
13,174,630 |
|
External market (i) |
6,790,304 |
|
— |
|
323,389 |
|
151,252 |
|
— |
|
(6,790,304) |
|
— |
|
474,641 |
|
Net sales |
71,349,848 |
|
5,397,198 |
|
2,892,885 |
|
3,001,244 |
|
1,253 |
|
(71,349,848) |
|
(18,673) |
|
11,273,907 |
|
Cost of sales |
(66,349,096) |
|
(4,257,307) |
|
(2,225,168) |
|
(1,844,937) |
|
(1,414) |
|
66,349,096 |
|
18,673 |
|
(8,310,153) |
|
Gross profit |
5,000,752 |
|
1,139,891 |
|
667,717 |
|
1,156,307 |
|
(161) |
|
(5,000,752) |
|
— |
|
2,963,754 |
|
Selling expenses |
(1,729,584) |
|
(58,378) |
|
(265,752) |
|
(12,551) |
|
(2,725) |
|
1,729,584 |
|
— |
|
(339,406) |
|
General and administrative expenses |
(723,748) |
|
(458,894) |
|
(125,604) |
|
(144,954) |
|
(118,792) |
|
723,748 |
|
— |
|
(848,244) |
|
Other income (expenses), net |
399,374 |
|
231,207 |
|
8,883 |
|
7,162 |
|
2,220 |
|
(399,374) |
|
— |
|
249,472 |
|
Interest in earnings of associates |
(10,718) |
|
— |
|
— |
|
2,726 |
|
1,009,183 |
|
10,718 |
|
(995,089) |
|
16,820 |
|
Interest in earnings of joint venture |
— |
|
— |
|
— |
|
— |
|
679,598 |
|
— |
|
— |
|
679,598 |
|
Finance results, net |
(818,846) |
|
(51,024) |
|
(25,176) |
|
(526,662) |
|
6,209 |
|
818,846 |
|
— |
|
(596,653) |
|
Finance expense |
(531,788) |
|
(402,142) |
|
(36,151) |
|
(554,552) |
|
(239,340) |
|
531,788 |
|
— |
|
(1,232,185) |
|
Finance income |
271,602 |
|
323,457 |
|
35,516 |
|
73,327 |
|
(3,815) |
|
(271,602) |
|
— |
|
428,485 |
|
Foreign exchange, net |
335,064 |
|
27,661 |
|
(23,122) |
|
602,132 |
|
633,058 |
|
(335,064) |
|
— |
|
1,239,729 |
|
Derivatives |
(893,724) |
|
— |
|
(1,419) |
|
(647,569) |
|
(383,694) |
|
893,724 |
|
— |
|
(1,032,682) |
|
Income tax (expense)benefit |
(824,636) |
|
(10,468) |
|
(105,117) |
|
(109,825) |
|
3,449 |
|
824,636 |
|
— |
|
(221,961) |
|
Profit for the period |
1,292,594 |
|
792,334 |
|
154,951 |
|
372,203 |
|
1,578,981 |
|
(1,292,594) |
|
(995,089) |
|
1,903,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
1,361,252 |
|
775,883 |
|
107,334 |
|
111,873 |
|
1,581,162 |
|
(1,361,252) |
|
(995,089) |
|
1,581,163 |
|
Non-controlling interests |
(68,658) |
|
16,451 |
|
47,617 |
|
260,330 |
|
(2,181) |
|
68,658 |
|
— |
|
322,217 |
|
|
1,292,594 |
|
792,334 |
|
154,951 |
|
372,203 |
|
1,578,981 |
|
(1,292,594) |
|
(995,089) |
|
1,903,380 |
|
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
2,606,304 |
|
268,347 |
|
51,252 |
|
600,693 |
|
7,237 |
|
(2,606,304) |
|
3 |
|
927,532 |
|
EBITDA |
5,542,380 |
|
1,122,173 |
|
336,496 |
|
1,609,383 |
|
1,576,560 |
|
(5,542,380) |
|
(995,086) |
|
3,649,526 |
|
Additions to PP&E, intangible and contract assets |
2,230,038 |
|
505,372 |
|
14,079 |
|
1,270,508 |
|
2,573 |
|
(2,230,038) |
|
— |
|
1,792,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period |
1,292,594 |
|
792,334 |
|
154,951 |
|
372,203 |
|
1,578,981 |
|
(1,292,594) |
|
(995,089) |
|
1,903,380 |
|
Income tax and (expense) benefit |
824,636 |
|
10,468 |
|
105,117 |
|
109,825 |
|
(3,449) |
|
(824,636) |
|
— |
|
221,961 |
|
Finance results, net |
818,846 |
|
51,024 |
|
25,176 |
|
526,662 |
|
(6,209) |
|
(818,846) |
|
— |
|
596,653 |
|
Depreciation and amortization |
2,606,304 |
|
268,347 |
|
51,252 |
|
600,693 |
|
7,237 |
|
(2,606,304) |
|
3 |
|
927,532 |
|
EBITDA |
5,542,380 |
|
1,122,173 |
|
336,496 |
|
1,609,383 |
|
1,576,560 |
|
(5,542,380) |
|
(995,086) |
|
3,649,526 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
(ii) The results of the Logistics segment were consolidated as of March 1, 2021 as a result of the corporate reorganization, as detailed in Note 1.1.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
April 1, 2020 to June 30, 2020 (restated) |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
Consolidated |
||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales |
20,719,597 |
|
2,552,575 |
|
1,017,223 |
|
2 |
|
(20,719,597) |
|
— |
|
3,569,800 |
|
Domestic market (i) |
19,450,134 |
|
2,552,575 |
|
986,387 |
|
2 |
|
(19,450,134) |
|
— |
|
3,538,964 |
|
External market (i) |
1,269,463 |
|
— |
|
30,836 |
|
— |
|
(1,269,463) |
|
— |
|
30,836 |
|
Net sales |
18,907,530 |
|
1,559,752 |
|
796,866 |
|
1 |
|
(18,907,530) |
|
— |
|
2,356,619 |
|
Cost of sales |
(18,293,155) |
|
(1,033,876) |
|
(617,878) |
|
(136) |
|
18,293,155 |
|
— |
|
(1,651,890) |
|
Gross profit |
614,375 |
|
525,876 |
|
178,988 |
|
(135) |
|
(614,375) |
|
— |
|
704,729 |
|
Selling expenses |
(659,708) |
|
(202,166) |
|
(104,256) |
|
(276) |
|
659,708 |
|
— |
|
(306,698) |
|
General and administrative expenses |
(308,986) |
|
(107,140) |
|
(57,172) |
|
(42,373) |
|
308,986 |
|
— |
|
(206,685) |
|
Other income (expenses), net |
48,380 |
|
29,677 |
|
688 |
|
(21,528) |
|
(48,380) |
|
— |
|
8,837 |
|
Interest in earnings of associates |
(82,242) |
|
3 |
|
— |
|
121,319 |
|
82,242 |
|
(118,407) |
|
2,915 |
|
Interest in earnings of joint venture |
— |
|
— |
|
— |
|
(221,151) |
|
— |
|
— |
|
(221,151) |
|
Finance results, net |
(233,008) |
|
(45,256) |
|
(30,977) |
|
(46,976) |
|
233,008 |
|
— |
|
(123,209) |
|
Finance expense |
(565,376) |
|
(83,117) |
|
(7,653) |
|
(164,687) |
|
565,376 |
|
— |
|
(255,457) |
|
Finance income |
98,768 |
|
68,999 |
|
6,782 |
|
16,178 |
|
(98,768) |
|
— |
|
91,959 |
|
Foreign exchange, net |
(738,626) |
|
(48,507) |
|
(41,827) |
|
(303,447) |
|
738,626 |
|
— |
|
(393,781) |
|
Derivatives |
972,226 |
|
17,369 |
|
11,721 |
|
404,980 |
|
(972,226) |
|
— |
|
434,070 |
|
Income tax (expense)benefit |
181,204 |
|
(70,122) |
|
(905) |
|
35,440 |
|
(181,204) |
|
— |
|
(35,587) |
|
(Loss) profit for the period |
(439,985) |
|
130,872 |
|
(13,634) |
|
(175,680) |
|
439,985 |
|
(118,407) |
|
(176,849) |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(442,325) |
|
128,408 |
|
(10,001) |
|
(174,385) |
|
442,325 |
|
(118,407) |
|
(174,385) |
|
Non-controlling interests |
2,340 |
|
2,464 |
|
(3,633) |
|
(1,295) |
|
(2,340) |
|
— |
|
(2,464) |
|
|
(439,985) |
|
130,872 |
|
(13,634) |
|
(175,680) |
|
439,985 |
|
(118,407) |
|
(176,849) |
|
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
865,170 |
|
119,518 |
|
26,221 |
|
3,410 |
|
(865,170) |
|
— |
|
149,149 |
|
EBITDA |
476,989 |
|
365,768 |
|
44,469 |
|
(160,734) |
|
(476,989) |
|
(118,407) |
|
131,096 |
|
Additions to PP&E, intangible and contracts assets |
684,550 |
|
234,702 |
|
7,219 |
|
6,547 |
|
(684,549) |
|
— |
|
248,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit for the period |
(439,985) |
|
130,872 |
|
(13,634) |
|
(175,680) |
|
439,985 |
|
(118,407) |
|
(176,849) |
|
Income tax and (expense) benefit |
(181,204) |
|
70,122 |
|
905 |
|
(35,440) |
|
181,204 |
|
— |
|
35,587 |
|
Finance results, net |
233,008 |
|
45,256 |
|
30,977 |
|
46,976 |
|
(233,008) |
|
— |
|
123,209 |
|
Depreciation and amortization |
865,170 |
|
119,518 |
|
26,221 |
|
3,410 |
|
(865,170) |
|
— |
|
149,149 |
|
EBITDA |
476,989 |
|
365,768 |
|
44,469 |
|
(160,734) |
|
(476,989) |
|
(118,407) |
|
131,096 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
January 1, 2020 to June 30, 2020 (restated) |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
Consolidated |
||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross sales |
52,905,080 |
|
5,651,450 |
|
2,331,065 |
|
2 |
|
(52,905,080) |
|
— |
|
7,982,517 |
|
Domestic market (i) |
47,091,542 |
|
5,651,450 |
|
2,247,093 |
|
2 |
|
(47,091,542) |
|
— |
|
7,898,545 |
|
External market (i) |
5,813,538 |
|
— |
|
83,972 |
|
— |
|
(5,813,538) |
|
— |
|
83,972 |
|
Net sales |
48,474,095 |
|
4,035,097 |
|
1,828,033 |
|
1 |
|
(48,474,095) |
|
— |
|
5,863,131 |
|
Cost of sales |
(45,997,510) |
|
(2,714,337) |
|
(1,422,616) |
|
(1,314) |
|
45,997,510 |
|
— |
|
(4,138,267) |
|
Gross profit |
2,476,585 |
|
1,320,760 |
|
405,417 |
|
(1,313) |
|
(2,476,585) |
|
— |
|
1,724,864 |
|
Selling expenses |
(1,428,173) |
|
(360,994) |
|
(223,879) |
|
(1,221) |
|
1,428,173 |
|
— |
|
(586,094) |
|
General and administrative expenses |
(617,754) |
|
(192,808) |
|
(103,842) |
|
(81,260) |
|
617,754 |
|
— |
|
(377,910) |
|
Other income (expenses), net |
455,351 |
|
40,364 |
|
29,028 |
|
(96,509) |
|
(455,351) |
|
— |
|
(27,117) |
|
Interest in earnings of associates |
(86,129) |
|
8 |
|
— |
|
519,617 |
|
86,129 |
|
(515,889) |
|
3,736 |
|
Interest in earnings of joint venture |
— |
|
— |
|
— |
|
(29,808) |
|
— |
|
— |
|
(29,808) |
|
Finance results, net |
(785,835) |
|
(45,852) |
|
(70,017) |
|
(630,537) |
|
785,835 |
|
— |
|
(746,406) |
|
Finance expense |
(1,041,956) |
|
(172,598) |
|
(15,765) |
|
(815,114) |
|
1,041,956 |
|
— |
|
(1,003,477) |
|
Finance income |
224,974 |
|
124,617 |
|
16,769 |
|
65,707 |
|
(224,974) |
|
— |
|
207,093 |
|
Foreign exchange, net |
(4,256,900) |
|
(199,787) |
|
(115,840) |
|
(1,616,178) |
|
4,256,900 |
|
— |
|
(1,931,805) |
|
Derivatives |
4,288,047 |
|
201,916 |
|
44,819 |
|
1,735,048 |
|
(4,288,047) |
|
— |
|
1,981,783 |
|
Income tax (expense)benefit |
(36,222) |
|
(253,018) |
|
(14,516) |
|
246,126 |
|
36,222 |
|
— |
|
(21,408) |
|
(Loss) profit for the period |
(22,177) |
|
508,460 |
|
22,191 |
|
(74,905) |
|
22,177 |
|
(515,889) |
|
(60,143) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(60,658) |
|
500,604 |
|
15,284 |
|
(72,134) |
|
60,658 |
|
(515,889) |
|
(72,135) |
|
Non-controlling interests |
38,481 |
|
7,856 |
|
6,907 |
|
(2,771) |
|
(38,481) |
|
— |
|
11,992 |
|
|
(22,177) |
|
508,460 |
|
22,191 |
|
(74,905) |
|
22,177 |
|
(515,889) |
|
(60,143) |
|
Other select data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
2,283,493 |
|
236,280 |
|
49,690 |
|
6,699 |
|
(2,283,493) |
|
— |
|
292,669 |
|
EBITDA |
3,083,373 |
|
1,043,610 |
|
156,414 |
|
316,206 |
|
(3,083,373) |
|
(515,889) |
|
1,000,341 |
|
Additions to PP&E, intangible and contract assets |
1,915,153 |
|
485,460 |
|
10,359 |
|
11,294 |
|
(1,915,153) |
|
— |
|
507,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit for the period |
(22,177) |
|
508,460 |
|
22,191 |
|
(74,905) |
|
22,177 |
|
(515,889) |
|
(60,143) |
|
Income tax and (expense) benefit |
36,222 |
|
253,018 |
|
14,516 |
|
(246,126) |
|
(36,222) |
|
— |
|
21,408 |
|
Finance results, net |
785,835 |
|
45,852 |
|
70,017 |
|
630,537 |
|
(785,835) |
|
— |
|
746,406 |
|
Depreciation and amortization |
2,283,493 |
|
236,280 |
|
49,690 |
|
6,699 |
|
(2,283,493) |
|
— |
|
292,669 |
|
EBITDA |
3,083,373 |
|
1,043,610 |
|
156,414 |
|
316,206 |
|
(3,083,373) |
|
(515,889) |
|
1,000,340 |
(i) Domestic markets: sales within the countries where each entity is located; external markets: sales export.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
June 30, 2021 |
||||||||||||||
|
|
Reported segments |
|
Reconciliation |
Consolidated |
|||||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Logistics |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
4,802,560 |
|
1,648,910 |
|
902,973 |
|
4,794,875 |
|
1,220,692 |
|
(4,802,560) |
|
— |
|
8,567,450 |
|
Marketable securities |
378,762 |
|
910,842 |
|
257,572 |
|
1,592,882 |
|
894,636 |
|
(378,762) |
|
— |
|
3,655,932 |
|
Trade receivables |
4,580,850 |
|
1,292,061 |
|
607,882 |
|
647,881 |
|
675 |
|
(4,580,850) |
|
— |
|
2,548,499 |
|
Derivative financial instruments |
9,104,704 |
|
655,882 |
|
17,924 |
|
1,834,460 |
|
2,565,945 |
|
(9,104,704) |
|
— |
|
5,074,211 |
|
Inventories |
8,276,060 |
|
134,805 |
|
665,491 |
|
277,261 |
|
9 |
|
(8,276,060) |
|
— |
|
1,077,566 |
|
Sectorial financial assets |
— |
|
237,426 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
237,426 |
|
Other financial assets |
157,224 |
|
— |
|
443 |
|
— |
|
— |
|
(157,224) |
|
— |
|
443 |
|
Other current assets |
6,724,390 |
|
296,850 |
|
351,756 |
|
642,755 |
|
1,915,940 |
|
(6,724,390) |
|
(573,349) |
|
2,633,952 |
|
Other non-current assets |
5,631,162 |
|
1,411,850 |
|
292,337 |
|
2,947,395 |
|
1,853,227 |
|
(5,631,162) |
|
(465,471) |
|
6,039,338 |
|
Investments in associates |
2,150 |
|
(1) |
|
— |
|
51,222 |
|
10,357,931 |
|
(2,150) |
|
(10,013,469) |
|
395,683 |
|
Investments in joint venture |
1,272,698 |
|
— |
|
— |
|
— |
|
7,304,100 |
|
(1,272,698) |
|
— |
|
7,304,100 |
|
Biological assets |
1,969,532 |
|
— |
|
— |
|
— |
|
— |
|
(1,969,532) |
|
— |
|
— |
|
Contract asset |
2,861,472 |
|
561,283 |
|
28,120 |
|
— |
|
— |
|
(2,861,472) |
|
— |
|
589,403 |
|
Right-of-use assets |
7,101,204 |
|
27,843 |
|
48,726 |
|
7,612,081 |
|
37,524 |
|
(7,101,204) |
|
— |
|
7,726,174 |
|
Property, plant and equipment |
18,720,964 |
|
36,546 |
|
314,734 |
|
15,132,733 |
|
71,514 |
|
(18,720,964) |
|
— |
|
15,555,527 |
|
Intangible assets and goodwill |
7,945,310 |
|
9,124,599 |
|
1,229,807 |
|
7,185,054 |
|
28,391 |
|
(7,945,310) |
|
— |
|
17,567,851 |
|
Loans, borrowings and debentures |
(23,843,400) |
|
(6,165,052) |
|
(754,914) |
|
(16,187,565) |
|
(12,680,531) |
|
23,843,400 |
|
— |
|
(35,788,062) |
|
Derivative financial instruments |
(9,271,544) |
|
(819,093) |
|
(7,266) |
|
(78,641) |
|
(394,409) |
|
9,271,544 |
|
— |
|
(1,299,409) |
|
Trade payables |
(12,301,206) |
|
(1,476,807) |
|
(890,615) |
|
(662,848) |
|
(3,473) |
|
12,301,206 |
|
— |
|
(3,033,743) |
|
Employee benefits payable |
(787,056) |
|
(63,187) |
|
(72,820) |
|
(179,860) |
|
(22,022) |
|
787,056 |
|
— |
|
(337,889) |
|
Sectorial financial liabilities |
— |
|
(1,244,124) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,244,124) |
|
Other current liabilities |
(4,732,530) |
|
(801,641) |
|
(307,785) |
|
(1,226,088) |
|
(298,444) |
|
4,732,530 |
|
101,759 |
|
(2,532,199) |
|
Preferred shareholders payable in subsidiaries |
— |
|
— |
|
— |
|
— |
|
(221,869) |
|
— |
|
— |
|
(221,869) |
|
Leases |
(6,202,672) |
|
(17,774) |
|
(50,281) |
|
(2,830,798) |
|
(41,794) |
|
6,202,672 |
|
— |
|
(2,940,647) |
|
Other non-current liabilities |
(7,482,752) |
|
(1,810,816) |
|
(548,238) |
|
(5,787,888) |
|
(2,262,820) |
|
7,482,752 |
|
937,060 |
|
(9,472,702) |
|
Total assets (net of liabilities) allocated by segment |
14,907,882 |
|
3,940,402 |
|
2,085,846 |
|
15,764,911 |
|
10,325,222 |
|
(14,907,882) |
|
(10,013,470) |
|
22,102,911 |
|
Total assets |
79,529,042 |
|
16,338,896 |
|
4,717,765 |
|
42,718,599 |
|
26,250,584 |
|
(79,529,042) |
|
(11,052,289) |
|
78,973,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company |
14,617,144 |
|
3,869,567 |
|
1,451,166 |
|
4,692,404 |
|
10,316,256 |
|
(14,617,144) |
|
(10,013,470) |
|
10,315,923 |
|
Non-controlling interests |
290,738 |
|
70,835 |
|
634,680 |
|
11,072,507 |
|
8,966 |
|
(290,738) |
|
— |
|
11,786,988 |
|
Total shareholders' equity |
14,907,882 |
|
3,940,402 |
|
2,085,846 |
|
15,764,911 |
|
10,325,222 |
|
(14,907,882) |
|
(10,013,470) |
|
22,102,911 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
December 31, 2020 (restated) |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
Consolidated |
|||||||||
|
|
Raízen |
|
Gas and Energy |
|
Moove |
|
Cosan Corporate |
|
Deconsolidated effects |
|
Segment elimination |
|
|
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
3,422,828 |
|
1,899,533 |
|
936,345 |
|
1,778,175 |
|
(3,422,828) |
|
— |
|
4,614,053 |
|
Marketable securities |
19,086 |
|
1,188,625 |
|
168,066 |
|
914,879 |
|
(19,086) |
|
— |
|
2,271,570 |
|
Trade receivables |
4,265,294 |
|
1,121,612 |
|
483,227 |
|
— |
|
(4,265,294) |
|
— |
|
1,604,839 |
|
Derivative financial instruments |
6,064,604 |
|
517,181 |
|
28,463 |
|
2,581,774 |
|
(6,064,604) |
|
— |
|
3,127,418 |
|
Inventories |
8,317,566 |
|
121,064 |
|
564,836 |
|
— |
|
(8,317,566) |
|
— |
|
685,900 |
|
Sectorial financial assets |
— |
|
241,749 |
|
— |
|
— |
|
— |
|
— |
|
241,749 |
|
Other financial assets |
160,600 |
|
— |
|
69,126 |
|
779,695 |
|
(160,600) |
|
— |
|
848,821 |
|
Other current assets |
5,761,106 |
|
276,139 |
|
146,166 |
|
1,211,108 |
|
(5,761,106) |
|
(601,024) |
|
1,032,389 |
|
Other non-current assets |
5,225,978 |
|
169,905 |
|
398,796 |
|
1,566,400 |
|
(5,225,978) |
|
(365,383) |
|
1,769,718 |
|
Investments in associates |
— |
|
— |
|
— |
|
4,989,472 |
|
— |
|
(4,655,767) |
|
333,705 |
|
Investments in joint venture |
1,305,790 |
|
— |
|
— |
|
7,988,208 |
|
(1,305,790) |
|
— |
|
7,988,208 |
|
Biological assets |
1,073,582 |
|
— |
|
— |
|
— |
|
(1,073,582) |
|
— |
|
— |
|
Contract asset |
2,860,658 |
|
686,690 |
|
9,248 |
|
— |
|
(2,860,658) |
|
— |
|
695,938 |
|
Right-of-use assets |
5,210,366 |
|
19,865 |
|
39,550 |
|
24,809 |
|
(5,210,366) |
|
— |
|
84,224 |
|
Property, plant and equipment |
18,165,518 |
|
15,326 |
|
327,535 |
|
74,135 |
|
(18,165,518) |
|
— |
|
416,996 |
|
Intangible assets and goodwill |
6,089,034 |
|
8,769,986 |
|
1,268,095 |
|
7,215 |
|
(6,089,034) |
|
— |
|
10,045,296 |
|
Loans, borrowings and debentures |
(24,557,518) |
|
(7,043,909) |
|
(802,938) |
|
(7,580,380) |
|
24,557,518 |
|
— |
|
(15,427,227) |
|
Derivative financial instruments |
(3,088,300) |
|
(286,018) |
|
(348) |
|
(131,461) |
|
3,088,300 |
|
— |
|
(417,827) |
|
Trade payables |
(9,311,282) |
|
(1,182,111) |
|
(688,139) |
|
(4,942) |
|
9,311,282 |
|
— |
|
(1,875,192) |
|
Employee benefits payable |
(534,376) |
|
(74,543) |
|
(96,192) |
|
(25,146) |
|
534,376 |
|
— |
|
(195,881) |
|
Sectorial financial liabilities |
— |
|
(565,911) |
|
— |
|
— |
|
— |
|
— |
|
(565,911) |
|
Other current liabilities |
(4,094,274) |
|
(662,779) |
|
(290,827) |
|
(673,340) |
|
4,094,274 |
|
40,998 |
|
(1,585,948) |
|
Preferred shareholders payable in subsidiaries |
— |
|
— |
|
— |
|
(387,044) |
|
— |
|
— |
|
(387,044) |
|
Leases |
(4,734,766) |
|
(10,320) |
|
(41,299) |
|
(28,144) |
|
4,734,766 |
|
— |
|
(79,763) |
|
Other non-current liabilities |
(5,208,482) |
|
(1,856,161) |
|
(554,141) |
|
(2,235,324) |
|
5,208,482 |
|
925,409 |
|
(3,720,217) |
|
Total assets (net of liabilities) allocated by segment |
16,413,012 |
|
3,345,923 |
|
1,965,569 |
|
10,850,089 |
|
(16,413,012) |
|
(4,655,767) |
|
11,505,814 |
|
Total assets |
67,942,010 |
|
15,027,675 |
|
4,439,453 |
|
21,915,870 |
|
(67,942,010) |
|
(5,622,174) |
|
35,760,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company |
16,129,497 |
|
3,288,315 |
|
1,367,157 |
|
10,847,666 |
|
(16,129,497) |
|
(4,655,473) |
|
10,847,665 |
|
Non-controlling interests |
283,515 |
|
57,608 |
|
598,412 |
|
2,423 |
|
(283,515) |
|
(294) |
|
658,149 |
|
Total shareholders' equity |
16,413,012 |
|
3,345,923 |
|
1,965,569 |
|
10,850,089 |
|
(16,413,012) |
|
(4,655,767) |
|
11,505,814 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
4.1 Net sales by segment
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
Reported segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raízen |
|
|
|
|
|
|
|
|
Fuels |
31,161,485 |
|
57,192,248 |
|
15,350,786 |
|
38,591,263 |
|
Ethanol |
2,446,772 |
|
6,182,702 |
|
2,087,864 |
|
5,757,665 |
|
Sugar |
2,989,887 |
|
6,427,814 |
|
1,085,080 |
|
3,387,961 |
|
Gas |
416,667 |
|
1,004,384 |
|
196,147 |
|
1,020,194 |
|
Diesel |
1,932,382 |
|
2,957,728 |
|
1,095,068 |
|
2,607,602 |
|
Cogeneration |
322,892 |
|
817,583 |
|
437,989 |
|
1,105,270 |
|
Other |
775,182 |
|
1,374,486 |
|
282,801 |
|
585,238 |
| Intercompany elimination | (2,517,205) | (4,607,097) | (1,628,205) | (4,581,098) | |||
|
|
37,528,062 |
|
71,349,848 |
|
18,907,530 |
|
48,474,095 |
|
Gas and Energy |
|
|
|
|
|
|
|
|
Natural gas distribution |
|
|
|
|
|
|
|
|
Industrial |
1,684,055 |
|
3,192,930 |
|
758,015 |
|
2,245,829 |
|
Residential |
410,695 |
|
705,029 |
|
309,596 |
|
620,736 |
|
Cogeneration |
137,061 |
|
277,830 |
|
55,740 |
|
149,935 |
|
Automotive |
76,233 |
|
136,092 |
|
26,783 |
|
103,078 |
|
Commercial |
94,489 |
|
184,379 |
|
36,710 |
|
163,022 |
|
Construction revenue |
263,216 |
|
442,498 |
|
219,098 |
|
416,319 |
|
Other |
33,389 |
|
57,791 |
|
8,696 |
|
22,289 |
|
|
2,699,138 |
|
4,996,549 |
|
1,414,638 |
|
3,721,208 |
|
|
|
|
|
|
|
|
|
|
Electricity trading |
181,439 |
|
400,649 |
|
145,114 |
|
313,889 |
|
|
|
|
|
|
|
|
|
|
Moove |
|
|
|
|
|
|
|
|
Finished goods |
1,282,968 |
|
2,540,514 |
|
735,814 |
|
1,689,164 |
|
Base oil |
158,593 |
|
287,545 |
|
36,230 |
|
87,624 |
|
Services |
33,767 |
|
64,826 |
|
24,822 |
|
51,245 |
|
|
1,475,328 |
|
2,892,885 |
|
796,866 |
|
1,828,033 |
|
|
|
|
|
|
|
|
|
|
Logistics |
|
|
|
|
|
|
|
|
North operations |
1,620,826 |
|
2,210,054 |
|
— |
|
— |
|
South operations |
512,441 |
|
682,321 |
|
— |
|
— |
|
Container operations |
82,625 |
|
108,869 |
|
— |
|
— |
|
|
2,215,892 |
|
3,001,244 |
|
— |
|
— |
|
Reconciliation |
|
|
|
|
|
|
|
|
Cosan Corporate |
902 |
|
1,253 |
|
1 |
|
1 |
|
Deconsolidated effects and eliminations |
(37,542,652) |
|
(71,368,521) |
|
(18,907,530) |
|
(48,474,095) |
|
Total |
6,558,109 |
|
11,273,907 |
|
2,356,619 |
|
5,863,131 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5 Financial assets and liabilities
Financial assets and liabilities are as following:
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
254,336 |
|
1,148,860 |
|
4,336,568 |
|
2,154,257 |
|
Marketable securities |
5.2 |
|
787,715 |
|
788,965 |
|
3,655,932 |
|
2,271,570 |
|
Other financial assets |
5.4 |
|
— |
|
779,695 |
|
443 |
|
848,821 |
|
Derivate financial instruments |
5.10 |
|
2,463,037 |
|
2,457,604 |
|
5,074,211 |
|
3,127,418 |
|
|
|
|
3,505,088 |
|
5,175,124 |
|
13,067,154 |
|
8,402,066 |
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
487,381 |
|
407 |
|
4,230,882 |
|
2,459,796 |
|
Trade receivables |
5.3 |
|
— |
|
— |
|
2,473,466 |
|
1,604,839 |
|
Receivables from related parties |
5.5 |
|
708,970 |
|
760,342 |
|
351,966 |
|
271,766 |
|
Sector financial assets |
5.9 |
|
— |
|
— |
|
237,426 |
|
241,749 |
|
Dividends receivable |
|
|
325,905 |
|
160,694 |
|
1,000,620 |
|
77,561 |
|
|
|
|
1,522,256 |
|
921,443 |
|
8,294,360 |
|
4,655,711 |
|
Total |
|
|
5,027,344 |
|
6,096,567 |
|
21,361,514 |
|
13,057,777 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.6 |
|
(5,573,122) |
|
— |
|
(19,180,472) |
|
(8,590,199) |
|
Trade payables |
5.7 |
|
(1,708) |
|
(4,066) |
|
(3,033,743) |
|
(1,875,192) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(713,061) |
|
(149,293) |
|
Leases |
5.8 |
|
(41,368) |
|
(28,145) |
|
(2,940,647) |
|
(79,763) |
|
Railroad concession payable |
11 |
|
— |
|
— |
|
(2,996,541) |
|
— |
|
Payables to related parties |
5.5 |
|
(7,050,672) |
|
(7,374,879) |
|
(279,273) |
|
(150,484) |
|
Preferred shareholders payable in subsidiaries |
|
|
(221,869) |
|
(387,044) |
|
(221,869) |
|
(387,044) |
|
Dividends payable |
|
|
(35) |
|
(216,929) |
|
(9,603) |
|
(285,177) |
|
Sector financial liabilities |
5.9 |
|
— |
|
— |
|
(1,244,124) |
|
(565,911) |
|
Tax installments - REFIS |
12 |
|
(193,091) |
|
(193,353) |
|
(201,691) |
|
(199,586) |
|
|
|
|
(13,081,865) |
|
(8,204,416) |
|
(30,821,024) |
|
(12,282,649) |
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.6 |
|
— |
|
— |
|
(16,607,590) |
|
(6,837,028) |
|
Consideration payable |
|
|
— |
|
— |
|
(203,415) |
|
(224,787) |
|
Derivative financial instruments |
5.10 |
|
(394,408) |
|
(131,462) |
|
(1,299,409) |
|
(417,827) |
|
|
|
|
(394,408) |
|
(131,462) |
|
(18,110,414) |
|
(7,479,642) |
|
Total |
|
|
(13,476,273) |
|
(8,335,878) |
|
(48,931,438) |
|
(19,762,291) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.1 Cash and cash equivalents
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Cash and bank accounts |
487,216 |
|
255 |
|
680,269 |
|
75,160 |
|
Savings account |
— |
|
— |
|
1,090,783 |
|
986,379 |
|
Financial investments |
254,501 |
|
1,149,012 |
|
6,796,398 |
|
3,552,514 |
|
|
741,717 |
|
1,149,267 |
|
8,567,450 |
|
4,614,053 |
Financial investments include the following:
|
|
|
Parent company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Investment fund |
|
|
|
|
|
|
|
|
|
Repurchase agreements |
|
103,768 |
|
856,078 |
|
974,425 |
|
1,671,802 |
|
Bank deposits certificates |
|
150,568 |
|
292,782 |
|
3,293,261 |
|
474,910 |
|
Other |
|
— |
|
— |
|
68,882 |
|
7,545 |
|
|
|
254,336 |
|
1,148,860 |
|
4,336,568 |
|
2,154,257 |
|
Bank investments |
|
|
|
|
|
|
|
|
|
Repurchase agreements |
|
— |
|
— |
|
4,351 |
|
1,293,833 |
|
Bank deposits certificates |
|
— |
|
— |
|
2,347,942 |
|
104,272 |
|
Other |
|
165 |
|
152 |
|
107,537 |
|
152 |
|
|
|
165 |
|
152 |
|
2,459,830 |
|
1,398,257 |
|
|
|
254,501 |
|
1,149,012 |
|
6,796,398 |
|
3,552,514 |
The onshore financial investments are remunerated at rates around 100% of the interbank deposit certificate (Certificados de Depósitos Interbancários), or “CDI,” on June 30, 2021 (97% of CDI in 2020) and offshore financial investments are remunerated at rates around 100% of Fed funds. The sensitivity analysis on interest rate risks is in note 5.12. The sensitivity analysis for interest rate risks is presented in Note 5.12.
5.2 Marketable securities and restricted cash
|
Accounting policy Restricted cash are measured and classified at amortized cost, both of them with the average maturity of government bonds between two and five years, however they can be promptly redeemed and are subject to an insignificant risk of change in value. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
Parent company |
|
Consolidated |
||||
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Marketable securities |
|
|
|
|
|
|
|
|
Government security (i) |
787,715 |
|
788,965 |
|
3,650,564 |
|
2,271,570 |
|
Bank deposits certificates |
— |
|
— |
|
5,368 |
|
— |
|
|
787,715 |
|
788,965 |
|
3,655,932 |
|
2,271,570 |
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
|
|
|
|
|
Securities pledged as collateral |
30,247 |
|
— |
|
57,549 |
|
— |
|
|
30,247 |
|
— |
|
57,549 |
|
— |
(i) Government securities have stated interest connected to Special System for Settlement and Custody (Sistema Especial de Liquidação e de Custódia), or “SELIC”, with a return of approximately 100% of the CDI.
5.3 Trade receivables
|
|
|
Consolidated |
||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Domestic - Brazilian reais |
|
1,699,709 |
|
1,049,890 |
|
Unbilled receivables (i) |
|
794,597 |
|
667,793 |
|
Export – foreign currency |
|
98,501 |
|
17,502 |
|
|
|
2,592,807 |
|
1,735,185 |
|
|
|
|
|
|
|
Expected credit losses |
|
(124,745) |
|
(130,346) |
|
|
|
2,468,062 |
|
1,604,839 |
|
|
|
|
|
|
|
Current |
|
2,447,515 |
|
1,585,708 |
|
Non-current |
|
20,547 |
|
19,131 |
|
|
|
2,468,062 |
|
1,604,839 |
(i) Unbilled revenue refers to the part of the gas supply in the month, whose measurement and billing has not yet been carried out.
5.4 Other financial assets
The balance of other financial assets is composed as following:
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Rumo S.A. shares (i) |
|
|
— |
|
770,862 |
|
— |
|
770,862 |
|
Cosan Logística S.A. shares (i) |
|
|
— |
|
8,833 |
|
— |
|
8,833 |
|
Other financial assets (ii) |
|
|
— |
|
— |
|
443 |
|
69,126 |
|
|
|
|
— |
|
779,695 |
|
443 |
|
848,821 |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
— |
|
779,695 |
|
443 |
|
848,821 |
|
|
|
|
— |
|
779,695 |
|
443 |
|
848,821 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| (i) | Through the corporate reorganization detailed in note 1.1, the registered value of the shares started to be classified as investments. | |
| (ii) | On March 31, 2020, Cosan Lubes Investments Limited (“CLI”) received R$ 65,478 due to the satisfaction of the precedent conditions on December 31, 2019, as provided for in the investment agreement between the Company and CVC Fund VII (“CVC”). On April 15, 2021, the updated amount of R$ 69,155 was liquidated. |
5.5 Related parties
a) Summary of balances to related parties
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Current asset |
|
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
|
9,718 |
|
23,274 |
|
38,188 |
|
29,485 |
|
Rumo S.A |
|
1,589 |
|
4,289 |
|
— |
|
8,388 |
|
Aguassanta Participações S.A. |
|
1,066 |
|
837 |
|
1,066 |
|
837 |
|
Cosan Lubrificantes e Especialidades S.A. |
|
113,324 |
|
219,613 |
|
— |
|
— |
|
Compass Gás e Energia S.A. |
|
3,685 |
|
3,732 |
|
— |
|
— |
|
Payly Soluções de Pagamentos S.A |
|
2,450 |
|
2,390 |
|
— |
|
— |
|
Raízen S.A. |
|
620 |
|
644 |
|
19,707 |
|
1,448 |
|
Termag - Terminal Marítimo de Guarujá S.A. |
|
— |
|
— |
|
14,286 |
|
— |
|
Other |
|
3,201 |
|
9,190 |
|
1,110 |
|
8,601 |
|
|
|
135,653 |
|
263,969 |
|
74,357 |
|
48,759 |
|
Financial operations |
|
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
|
— |
|
21,141 |
|
— |
|
21,141 |
|
Raízen S.A. |
|
1,883 |
|
1,883 |
|
1,883 |
|
1,883 |
|
|
|
1,883 |
|
23,024 |
|
1,883 |
|
23,024 |
|
Total current assets |
|
137,536 |
|
286,993 |
|
76,240 |
|
71,783 |
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
|
Raízen S.A. |
|
— |
|
— |
|
47,731 |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
|
— |
|
— |
|
71,429 |
|
— |
|
|
|
— |
|
— |
|
119,160 |
|
— |
|
Preferred shares |
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A |
|
4,959 |
|
— |
|
4,959 |
|
— |
|
Raízen S.A. |
|
— |
|
— |
|
178 |
|
— |
|
|
|
4,959 |
|
— |
|
5,137 |
— |
— |
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
|
151,429 |
|
155,175 |
|
151,429 |
|
155,175 |
|
Other |
|
— |
|
— |
|
— |
|
44,808 |
|
Cosan Lubrificantes e Especialidades S.A. |
|
415,046 |
|
318,174 |
|
— |
|
— |
|
|
|
566,475 |
|
473,349 |
|
151,429 |
|
199,983 |
|
Total non-current assets |
|
571,434 |
|
473,349 |
|
275,726 |
|
199,983 |
|
Total assets |
|
708,970 |
|
760,342 |
|
351,966 |
|
271,766 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
|
43,200 |
|
30,447 |
|
79,567 |
|
42,709 |
|
Raízen S.A. |
|
8,774 |
|
— |
|
194,652 |
|
— |
|
Rumo S.A |
|
377 |
|
571 |
|
— |
|
704 |
|
Cosan Lubrificantes e Especialidades S.A. |
|
2,460 |
|
8,059 |
|
— |
|
— |
|
Payly Soluções de Pagamentos S.A |
|
3,963 |
|
213 |
|
— |
|
— |
|
Other |
|
434 |
|
45 |
|
914 |
|
53 |
|
|
|
59,208 |
|
39,335 |
|
275,133 |
|
43,466 |
|
|
|
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
|
Raízen S.A. |
|
— |
|
11,386 |
|
— |
|
11,387 |
|
Cosan Overseas Limited |
|
32,322 |
|
33,579 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
|
41,336 |
|
103,643 |
|
— |
|
— |
|
Raízen Energia S.A. |
|
— |
|
90,797 |
|
4,140 |
|
95,631 |
|
|
|
73,658 |
|
239,405 |
|
4,140 |
|
107,018 |
|
Total current liabilities |
|
132,866 |
|
278,740 |
|
279,273 |
|
150,484 |
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Corporate / financial operations |
|
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
|
886,800 |
|
875,690 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
|
3,469,026 |
|
3,603,911 |
|
— |
|
— |
|
Aldwych Temple Venture Capital Limited |
|
43,372 |
|
— |
|
— |
|
— |
|
Cosan Overseas Limited |
|
2,518,608 |
|
2,616,538 |
|
— |
|
— |
|
Total non-current liabilities |
|
6,917,806 |
|
7,096,139 |
|
— |
|
— |
|
Total liabilities |
|
7,050,672 |
|
7,374,879 |
|
279,273 |
|
150,484 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Related party transactions
|
|
Parent Company |
||||||
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
|
Raízen S.A. |
— |
|
(11) |
|
— |
|
— |
|
Other |
(11) |
|
(14) |
|
— |
|
— |
|
|
(11) |
|
(25) |
|
— |
|
— |
|
Shared (expenses) income |
|
|
|
|
|
|
|
|
Rumo S.A (i) |
729 |
|
1,571 |
|
743 |
|
1,935 |
|
Cosan Lubrificantes e Especialidades S.A |
691 |
|
1,431 |
|
594 |
|
1,639 |
|
Payly Soluções de Pagamentos S.A |
32 |
|
68 |
|
— |
|
— |
|
Compass Gas e Energia S.A |
798 |
|
1,581 |
|
— |
|
— |
|
Companhia de Gás de São Paulo - COMGÁS |
361 |
|
689 |
|
— |
|
— |
|
Sinlog Tecnologia em Logística S.A |
32 |
|
68 |
|
— |
|
— |
|
Raízen Energia S.A. |
(1,155) |
|
(2,413) |
|
(595) |
|
(1,656) |
|
|
1,488 |
|
2,995 |
|
742 |
|
1,918 |
|
|
|
|
|
|
|
|
|
|
Financial result |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A |
— |
|
— |
|
(170) |
|
(1,920) |
|
Cosan Limited (i) |
— |
|
82 |
|
68 |
|
354 |
|
Cosan Luxembourg S.A. |
458,199 |
|
80,042 |
|
(231,830) |
|
(1,081,070) |
|
Cosan Overseas Limited |
298,360 |
|
(12,875) |
|
(197,792) |
|
(837,764) |
|
Raízen S.A. |
965 |
|
2,273 |
|
1,946 |
|
4,013 |
|
Aldwych Temple Venture Capital Limited |
5,889 |
|
4,398 |
|
— |
|
— |
|
|
763,413 |
|
73,920 |
|
(427,778) |
|
(1,916,387) |
|
Total |
764,890 |
|
76,890 |
|
(427,036) |
|
(1,914,469) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
Consolidated |
||||||
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
Operating sales |
|
|
|
|
|
|
|
|
Rumo S.A (i) |
— |
|
10,636 |
|
9,881 |
|
17,542 |
|
Raízen Energia S.A. |
109,018 |
|
123,048 |
|
10,930 |
|
16,654 |
|
Raízen S.A. |
52,314 |
|
61,259 |
|
8,488 |
|
18,534 |
|
Raízen International Universal Corporation |
3,357 |
|
3,357 |
|
— |
|
— |
|
Raizen Trading LLP |
6,321 |
|
6,321 |
|
— |
|
— |
|
Shell Energy do Brasil Ltda. |
11,818 |
|
19,752 |
|
— |
|
— |
|
|
182,828 |
|
224,373 |
|
29,299 |
|
52,730 |
|
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
|
Raízen Energia S.A. |
(13,486) |
|
(26,852) |
|
— |
|
— |
|
Raízen S.A. |
(414,777) |
|
(415,600) |
|
— |
|
— |
|
Outros |
— |
|
— |
|
(14) |
|
(27) |
|
|
(428,263) |
|
(442,452) |
|
(14) |
|
(27) |
|
Shared (expenses) income |
|
|
|
|
|
|
|
|
Rumo S.A (i) |
— |
|
842 |
|
743 |
|
1,935 |
|
Sinlog Tecnologia em Logística S.A |
32 |
|
68 |
|
— |
|
— |
|
Raízen Energia S.A. |
(18,752) |
|
(30,997) |
|
(11,500) |
|
(24,701) |
|
|
(18,720) |
|
(30,087) |
|
(10,757) |
|
(22,766) |
|
|
|
|
|
|
|
|
|
|
Financial result |
|
|
|
|
|
|
|
|
Cosan Limited |
— |
|
357 |
|
357 |
|
890 |
|
Raízen S.A. |
960 |
|
1,946 |
|
1,946 |
|
4,013 |
|
|
960 |
|
2,303 |
|
2,303 |
|
4,903 |
|
Total |
(263,195) |
|
(245,863) |
|
20,831 |
|
34,840 |
(i) Balances related to the months before the date of the corporate restructuring 1.1.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
c) Officers’ and directors’ compensation
The Company has a compensation policy approved by the Board of Directors. Compensation of the Company’s key management personnel includes salaries, contributions to a post-employment defined benefit plan and share-based payment. We present below the Parent Company balance on June 30, 2021, as follows:
|
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2020 to June 30, 2020 |
|
April 1, 2020 to June 30, 2020 |
|
Short-term benefits to officers and directors |
11,006 |
|
20,989 |
|
936 |
|
7,980 |
|
Share-based payment transactions |
— |
|
445 |
|
647 |
|
4,409 |
|
Post-employment benefits |
86 |
|
173 |
|
— |
|
— |
|
|
11,092 |
|
21,607 |
|
1,583 |
|
12,389 |
5.6 Loans, borrowings and debentures
The terms and conditions of outstanding loans are as follows:
|
|
|
|
|
Parent Company |
|
|
|
|
||||
|
Description |
|
Index |
|
Annual interest rate |
|
June 30, 2021 |
|
December 31, 2020 |
|
Maturity |
|
Objective |
|
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes Due 2029 |
|
Fixed 5.50% |
|
5.50% |
|
3,784,296 |
|
— |
|
Sep-29 |
|
Acquisition |
|
Debentures |
|
CDI + 2.65 |
|
6.91% |
|
1,788,826 |
|
— |
|
Aug-25 |
|
Investment |
|
Total |
|
|
|
|
|
5,573,122 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
121,255 |
|
— |
|
|
|
|
|
Non-current |
|
|
|
|
|
5,451,867 |
|
— |
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
|
|
Consolidated |
|
|
|
|
||||
|
Description |
|
Index |
|
Annual interest rate |
|
June 30, 2021 |
|
December 31, 2020 |
|
Maturity |
|
Objective |
|
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
|
URTJLP |
|
6.76% |
|
2,844,925 |
|
— |
|
Dec-29 |
|
Investment |
|
|
|
Fixed |
|
5.65% |
|
554,073 |
|
— |
|
Jan-25 |
|
Investment |
|
|
|
IPCA |
|
7.46% |
|
864 |
|
— |
|
Nov-21 |
|
Investment |
|
|
|
URTJLP |
|
9.27% |
|
135 |
|
— |
|
Mar-22 |
|
Investment |
|
|
|
Fixed |
|
3.50% |
|
902 |
|
— |
|
Jan-24 |
|
Investment |
|
|
|
IPCA - 3.25% |
|
9.47% |
|
1,002,259 |
|
807,438 |
|
Apr-29 |
|
Investment |
|
|
|
IPCA - 4.10% |
|
10.37% |
|
164,974 |
|
175,374 |
|
Apr-29 |
|
Investment |
|
Debentures |
|
CDI + 1.79% |
|
6.01% |
|
756,532 |
|
— |
|
Jun-27 |
|
Investment |
|
|
|
IPCA + 4.77% |
|
11.08% |
|
741,568 |
|
— |
|
Jun-31 |
|
Investment |
|
Export credit agreement |
|
Euribor + 0.58% |
|
0.58% |
|
98,980 |
|
— |
|
Sep-26 |
|
Investment |
|
European investment bank (EIB) |
|
USD + Libor 6M + 0.54% |
|
0.80% |
|
— |
|
30,817 |
|
May-21 |
|
Investment |
|
|
|
USD + Libor 6M + 0.61% |
|
0.80% |
|
27,936 |
|
57,813 |
|
Sep-21 |
|
Investment |
|
|
|
|
|
|
|
6,193,148 |
|
1,071,442 |
|
|
|
|
|
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign loans |
|
GBP + Libor 06 + 1.50% |
|
1.40% |
|
138,953 |
|
143,039 |
|
Jul-21 |
|
Working capital |
|
|
|
GBP – Fixed |
|
1.40% |
|
34,584 |
|
35,556 |
|
Nov-22 |
|
Working capital |
|
|
|
GBP + Libor-06 + 1.10% |
|
1.18% |
|
138,212 |
|
142,091 |
|
Dec-21 |
|
Acquisition |
|
|
|
GBP + Libor-06 + 1.50% |
|
1.61% |
|
241,875 |
|
248,666 |
|
Dec-22 |
|
Acquisition |
|
|
|
EUR - Fixed |
|
4.42% |
|
1,287 |
|
2,095 |
|
Sep-22 |
|
Investment |
|
Export credit agreement |
|
CDI + 1.03% |
|
2.90% |
|
83,656 |
|
— |
|
Feb-23 |
|
Investment |
|
|
|
CDI + 2.25% |
|
2.63% |
|
60,365 |
|
— |
|
May-26 |
|
Investment |
|
|
|
CDI + 0.80% |
|
4.98% |
|
506,888 |
|
— |
|
Dec-23 |
|
Investment |
|
Resolution 4131 |
|
USD |
|
0.89% |
|
266,561 |
|
— |
|
Nov-22 |
|
Working capital |
|
|
|
USD + 3.67% |
|
3.67% |
|
399,522 |
|
415,232 |
|
May-23 |
|
Investment |
|
|
|
USD + 1.59% |
|
0.00% |
|
— |
|
388,912 |
|
Apr-21 |
|
Investment |
|
|
|
USD + 1.36% |
|
1.36% |
|
378,411 |
|
— |
|
Feb-24 |
|
Investment |
|
|
|
Fixed |
|
1.87% |
|
18,396 |
|
— |
|
Oct-21 |
|
Working capital |
|
Banking credit certificates |
|
IPCA + 0.81% |
|
7.10% |
|
307,479 |
|
— |
|
Jan-48 |
|
Working capital |
|
Perpetual Notes |
|
USD |
|
8.25% |
|
2,532,624 |
|
2,631,100 |
|
Nov-40 |
|
Acquisition |
|
Senior Notes Due 2023 |
|
USD |
|
5.00% |
|
539,235 |
|
569,466 |
|
Mar-23 |
|
Acquisition |
|
Senior Notes Due 2025 |
|
USD |
|
5.88% |
|
2,871,979 |
|
— |
|
Jan-25 |
|
Acquisition |
|
Senior Notes Due 2027 |
|
USD |
|
7.00% |
|
4,035,549 |
|
4,379,812 |
|
Jan-27 |
|
Acquisition |
|
Senior Notes Due 2028 |
|
USD |
|
5.25% |
|
2,540,365 |
|
— |
|
Jan-28 |
|
Acquisition |
|
Senior Notes Due 2029 |
|
Fixed 5.50% |
|
5.50% |
|
3,784,296 |
|
— |
|
Sep-29 |
|
Acquisition |
|
Prepayment |
|
100% Libor-03 - 3.50% |
|
0.00% |
|
— |
|
27,129 |
|
Mar-21 |
|
Working capital |
|
|
|
100% Libor-03 - 1% |
|
1.17% |
|
99,962 |
|
104,318 |
|
Nov-21 |
|
Working capital |
|
Debentures |
|
IPCA + 4.68% |
|
10.98% |
|
564,790 |
|
— |
|
Feb-26 |
|
Investment |
|
|
|
IPCA + 4.50% |
|
10.79% |
|
710,285 |
|
— |
|
Feb-29 |
|
Investment |
|
|
|
IPCA + 3.60% |
|
7.47% |
|
378,691 |
|
— |
|
Dec-30 |
|
Working capital |
|
|
|
CDI + 2.65 |
|
6.91% |
|
1,788,826 |
|
— |
|
Aug-25 |
|
Investment |
|
|
|
IPCA + 6.80% |
|
13.23% |
|
841,190 |
|
— |
|
Apr-30 |
|
Investment |
|
|
|
IPCA + 3.90% |
|
10.15% |
|
1,031,355 |
|
— |
|
Oct-29 |
|
Investment |
|
|
|
IPCA + 4.00% |
|
10.26% |
|
1,007,587 |
|
— |
|
Dec-35 |
|
Investment |
|
|
|
IPCA + 7.48% |
|
13.95% |
|
323,905 |
|
299,524 |
|
Dec-22 |
|
Investment |
|
|
|
IPCA + 7.36% |
|
13.82% |
|
105,822 |
|
97,956 |
|
Dec-25 |
|
Investment |
|
|
|
IPCA + 5.87% |
|
12.24% |
|
896,418 |
|
890,658 |
|
Dec-23 |
|
Investment |
|
|
|
IPCA + 4.33% |
|
10.61% |
|
482,530 |
|
452,457 |
|
Oct-24 |
|
Investment |
|
|
|
IGPM + 6.10% |
|
25.89% |
|
344,359 |
|
298,706 |
|
May-28 |
|
Investment |
|
|
|
100% CDI +0.50% |
|
4.67% |
|
2,038,916 |
|
2,007,849 |
|
Oct-22 |
|
Investment |
|
Working capital |
|
100% CDI - 2.75% |
|
5.82% |
|
100,041 |
|
100,045 |
|
Jun-22 |
|
Working capital |
|
Promissory notes |
|
100% CDI - 3.00% |
|
0.00% |
|
— |
|
601,058 |
|
Apr-21 |
|
Investment |
|
|
|
100% CDI - 3.40% |
|
0.00% |
|
— |
|
520,116 |
|
Apr-21 |
|
Investment |
|
|
|
|
|
|
|
29,594,914 |
|
14,355,785 |
|
|
|
|
|
Total |
|
|
|
|
|
35,788,062 |
|
15,427,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
2,207,616 |
|
2,352,057 |
|
|
|
|
|
Non-current |
|
|
|
|
|
33,580,446 |
|
13,075,170 |
|
|
|
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company used the annual average rate of the CDI of 4.15% and Long-term Interest Rate (Taxa de Juros de Longo Prazo), or “TJLP,” of 4.61%.
Non-current borrowings are scheduled to fall due as follows:
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
13 to 24 months |
|
— |
|
— |
|
4,630,944 |
|
2,605,687 |
|
25 to 36 months |
|
580,000 |
|
— |
|
2,860,401 |
|
2,039,863 |
|
37 to 48 months |
|
580,000 |
|
— |
|
4,662,133 |
|
623,971 |
|
49 to 60 months |
|
580,000 |
|
— |
|
1,789,766 |
|
171,794 |
|
61 to 72 months |
|
— |
|
— |
|
4,991,588 |
|
238,050 |
|
73 to 84 months |
|
— |
|
— |
|
4,030,491 |
|
4,512,773 |
|
85 to 96 months |
|
— |
|
— |
|
1,754,524 |
|
238,095 |
|
Thereafter |
|
3,711,867 |
|
— |
|
8,860,599 |
|
2,644,937 |
|
|
|
5,451,867 |
|
— |
|
33,580,446 |
|
13,075,170 |
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Brazilian reais |
|
1,788,826 |
|
— |
|
17,639,334 |
|
6,251,180 |
|
U.S. dollar |
|
3,784,296 |
|
— |
|
17,476,441 |
|
8,604,600 |
|
British pound |
|
— |
|
— |
|
553,624 |
|
569,352 |
|
Euro |
|
— |
|
— |
|
118,663 |
|
2,095 |
|
|
|
5,573,122 |
|
— |
|
35,788,062 |
|
15,427,227 |
All debts denominated in U.S. dollar have currency risk protection through derivative financial instruments (Note 5.10), except for perpetual notes.
Below are the movements in loans, borrowings and debentures occurred for the period ended June 30, 2021:
|
|
|
Parent Company |
|
Consolidated |
|
At January 1, 2021 |
|
— |
|
15,427,227 |
|
Corporate reorganization (Note 1.1) |
|
5,982,343 |
|
26,817,519 |
|
Proceeds |
|
— |
|
2,162,780 |
|
Repayment of principal |
|
(5,427) |
|
(7,470,395) |
|
Payment of interest |
|
(134,766) |
|
(748,357) |
|
Interest, exchange rate and fair value |
|
(269,028) |
|
(400,712) |
|
June 30, 2021 |
|
5,573,122 |
|
35,788,062 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Guarantees
Financing agreements with the European Investment Bank (“EIB”), intended for investments, are also guaranteed, according to each agreement, by bank guarantees with an average cost of 1.61% p.a. On June 30, 2021, the balance of bank guarantees contracted was R$79,020 (R$133,000 on December 31, 2020).
Some financing agreements with the Brazilian National Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or “BNDES,” intended for investments, are also guaranteed, according to each agreement, by bank guarantees with an average cost of 1.04% p.a. or by real guarantees (assets) and escrow account. On June 30, 2021, the balance of bank guarantees contracted was R$3,330,369 (R$3,687,323 on December 31, 2020).
To calculate the average rates, the annual average CDI of 2.29% (2.78% as of December 31, 2020) and TJLP of 4.62% (4.87% as of December 31, 2020) were considered on an annual basis.
b) Available credit line
As of June 30, 2021, the Company had credit lines in banks with AA rating, which were not used, in the total amount of R$ 250,000 (R$ 250,000 on December 31, 2020) and R$ 1,242,993 (R$ 487,378 as of December 31, 2020), to Rumo SA.
The use of these credit lines is subject to certain contractual conditions.
c) Financial covenants
Under the terms of the major borrowing facilities, the Company and its subsidiaries are required to comply with the following financial covenants:
|
Debt |
Company |
Triggers |
Ratios |
|||
|
Debenture of 4th issue |
Comgás S.A. |
Short-term indebtedness/ Total indebtedness (iii) cannot exceed 0.6 |
0.05 |
|||
|
Debenture 4th to 8th issues |
Comgás S.A. |
Net debt (i) / EBITDA (ii) cannot exceed 4.00 |
1.31 |
|||
|
BNDES |
Comgás S.A. |
|||||
|
Resolution 4,131 |
Comgás S.A. |
|||||
|
Debenture 2th issue |
Cosan S.A. |
2.93 |
||||
|
Senior Notes Due 2027 |
Cosan S.A. |
Net debt pro forma (iv) / EBITDA pro forma (ii) | (iv) not higher than or equal to 3.5 |
2.70 |
|||
|
Senior Notes Due 2029 |
Cosan S.A. |
|||||
|
Senior Notes Due 2025 |
Rumo S.A. |
Net debt (i) / EBITDA (ii) not higher than or equal to 3.0 |
||||
|
BNDES |
Rumo S.A. |
EBITDA (ii) / Consolidated financial result (v) higher or equal 2.0x |
17.35 |
| (i) | Net debt consists of current and non-current debt, net of cash and cash equivalents and marketable securities. Net debt is a non-GAAP measure. | |
| (ii) | Corresponds to the accumulated EBITDA of the last twelve months. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| (iii) | Indebtedness means the sum of current and noncurrent loans, financing and debentures, leases and current and noncurrent derivative financial instruments. | |
| (iv) | Net debt and EBITDA pro forma, including joint venture financial information. Net debt and EBITDA pro forma are a non-GAAP measure. | |
| (v) | The financial result of the net debt is represented by the cost of the net debt. |
For the other loans, borrowings and debentures of the Company there are no debt financial covenants.
On June 30, 2021, the Company and its subsidiaries was in compliance with all debt financial covenants.
The terms of loans included cross-default provisions.
d) Fair value and exposure to financial risk
The fair value of the loans is based on the discounted cash flow using its implicit discount rate. They are classified as a level 2 fair value in the hierarchy (Note 5.10) due to the use of unobservable data, including own credit risk.
The details of the Company’s exposure to risks arising from loans are shown in Note 5.12.
5.7 Trade payables
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Materials and service suppliers |
|
1,708 |
|
4,066 |
|
1,900,706 |
|
1,095,051 |
|
Natural gas/ transport and logistics suppliers |
|
— |
|
— |
|
1,133,037 |
|
780,141 |
|
|
|
1,708 |
|
4,066 |
|
3,033,743 |
|
1,875,192 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.8 Leases
|
Accounting policy
At the beginning or in the modification of a contract, the Company assesses whether a contract is or contains a lease.
The lease liability is initially measured at the present value of lease payments that are not made on the start date, discounted at the interest rate implicit in the lease or, if that rate cannot be determined immediately, by the Company’s incremental loan rate. The Company generally uses its incremental loan rate as a discount rate.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments included in the measurement of the lease liability comprise the following:
To determine the incremental borrowing rate, the Company:
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of warehouses, retail stores and equipment, the following factors are normally the most relevant:
Most extension options in offices and vehicles leases have not been included in the lease liability, because the Company could replace the assets without significant cost or business disruption. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
Subsequent valuation of the lease liability is at amortized cost, using the effective interest method. It is remeasured when there is a change in future lease payments resulting from a change in index or rate, if there is a change in the amounts that are expected to be paid according to the residual value guarantee, if the Company changes its valuation, an option will be exercised purchase, extension or termination or if there is an essentially fixed revised lease payment.
When the lease liability is remeasured in this way, an adjustment corresponding to the carrying amount of the right-of-use asset is made or is recorded in the income statement if the carrying amount of the right-of-use asset has been reduced to zero. |
|
|
Consolidated |
|
|
Total |
|
At January 1, 2021 |
79,763 |
|
Corporate reorganization (Note 1.1) |
2,950,961 |
|
Additions |
28,547 |
|
Interest |
172,051 |
|
Repayments of principal |
(284,887) |
|
Payments of interest |
(61,803) |
|
Monetary adjustment |
71,074 |
|
Transfers between liabilities (i) |
(15,059) |
|
At June 30, 2021 |
2,940,647 |
|
|
|
|
Current |
375,135 |
|
Non-current |
2,565,512 |
|
|
2,940,647 |
(i) Transfer of railroad concession payable to lease (Note 11).
5.9 Sector financial asset and liability
The changes in net sector financial asset (liability) for the period ended June 30, 2021 were as follows:
|
|
Sectorial assets |
|
Sectorial liabilities |
|
Total |
|
January 01, 2021 |
241,749 |
|
(565,911) |
|
(324,162) |
|
Cost of gas (i) |
(7,687) |
|
- |
|
(7,687) |
|
Credits of taxes (ii) |
- |
|
(78,887) |
|
(78,887) |
|
Monetary variations (iii) |
3,364 |
|
(230,030) |
|
(226,666) |
|
Other revenue (iv) |
- |
|
(369,296) |
|
(369,296) |
|
June 30, 2021 |
237,426 |
|
(1,244,124) |
|
(1,006,698) |
|
|
|
|
|
|
|
|
Current |
237,426 |
|
(91,933) |
|
145,493 |
|
Non-current |
- |
|
(1,152,191) |
|
(1,152,191) |
|
|
237,426 |
|
(1,244,124) |
|
(1,006,698) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| (i) | Refers to the cost of gas purchased higher than that contained in the tariffs, 100% classified in current assets, since ARSESP's resolution provides for tariff recovery on a quarterly basis. | |
| (ii) | Credits, mainly, from the exclusion of ICMS on the basis of PIS and COFINS, which will be returned to consumers when the lawsuit is final, and which should be discussed with ARSESP regarding the mechanisms and criteria for reimbursement. | |
| (iii) | Monetary update on the gas current account and extemporaneous credit, based on the SELIC rate. | |
| (iv) | Untimely credit for the exclusion of ICMS from the PIS and COFINS basis, see details in note 6. |
5.10 Derivative financial instruments
|
|
Notional |
|
Fair value |
||||
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Electricity derivatives |
|
|
|
|
|
|
|
|
Commodity forwards (ii) |
2,078,023 |
|
1,354,967 |
|
(491,177) |
|
(189,423) |
|
|
|
|
|
|
|
|
|
|
Exchange rate derivatives |
|
|
|
|
|
|
|
|
Forward agreements |
1,990,113 |
|
345,144 |
|
(125,659) |
|
(509) |
|
Commodity forwards (i) |
— |
|
13,422 |
|
— |
|
(348) |
|
|
1,990,113 |
|
358,566 |
|
(125,659) |
|
(857) |
|
Interest rate and exchange rate risk |
|
|
|
|
|
|
|
|
Swap agreements (shares) (iii) |
600,619 |
|
— |
|
347,113 |
|
— |
|
Swap agreements (interest rate and inflation) |
4,204,964 |
|
— |
|
319,570 |
|
— |
|
Swap agreements (interest rate) |
1,008,801 |
|
1,170,861 |
|
278,877 |
|
346,488 |
|
Swap agreements (exchange and interest rate) |
11,112,853 |
|
4,281,071 |
|
3,446,078 |
|
2,553,383 |
|
|
16,927,237 |
|
5,451,932 |
|
4,391,638 |
|
2,899,871 |
|
|
|
|
|
|
|
|
|
|
Total financial instruments |
|
3,774,802 |
|
2,709,591 |
|||
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
431,864 |
|
156,208 |
|
Non-current assets |
|
|
|
|
4,642,347 |
|
2,971,210 |
|
Current liabilities |
|
|
|
|
(1,019,750) |
|
(293,656) |
|
Non-current liabilities |
|
|
|
|
(279,659) |
|
(124,171) |
|
Total |
|
|
|
|
3,774,802 |
|
2,709,591 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| (i) | The subsidiary Compass Gás e Energia has a portfolio of energy contracts (purchase and sale) aimed at meeting demands and offers for consumption or supply of energy. In addition, there is a portfolio of contracts that comprises forward positions, usually short-term. For this portfolio, there is no purchase commitment with a sales contract. |
| (ii) | Forward contracts for fuels contracted by the subsidiary Moove, which seek to reduce possible impacts on the price fluctuation of the commodity that can affect our lubricant costs. |
| (iii) | The Company entered into a shares purchase and derivatives negotiation plan, or the Total Return Swap, with Banco Santander (Brasil) S.A. – Cayman Branch, or “Santander Cayman,” and Santander Fundo de Investimento Amazonas Multimercado Crédito Privado Investimento no Exterior, or the “Santander Fund.” Pursuant to the Total Return Swap, the Santander Fund will be able to purchase, on its own behalf, common shares issued by us, and Santander Cayman will be able to enter into equity swap transactions on its own behalf and on our behalf in connection with such shares (for which purpose we also entered into a master agreement with certain Santander entities). In accordance with the total return swap, which will have a financial settlement, Cosan will receive the return on the variation in the price of CSAN3 shares adjusted by the dividends for the period and will pay interest annual rates referenced to CDI + Spread. The equivalent contracted amount of CSAN3 shares with a total return swap was 9,937,003 shares and the total initial value is R$600,000. This operation has RAIL3 shares of its subsidiary Rumo S.A. as collateral. |
Derivatives are only used for economic hedging purposes and not as speculative investments.
Fair value hedge
The Company adopts fair value hedge accounting for some of its operations, both hedge instruments and hedge-protected items are measured and recognized at fair value through profit or loss.
There is an economic relationship between the hedged item and the hedge instrument, since the terms of the interest rate and foreign exchange swap correspond to the terms of the fixed rate loan, that is, notional amount, term and payment. The Company established a 1:1 hedge ratio for hedge relationships, since the underlying risk of the interest rate and exchange rate swap is identical to the hedged risk component. To test the effectiveness of the hedge, the Company uses the discounted cash flow method and compares the changes in the fair value of the hedge instrument with the changes in the fair value of the hedged item attributable to the hedged risk. The amounts related to the items designated as hedge instruments were as following:
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
|
|
Book value |
|
Accumulated fair value adjustment |
||||
|
|
Notional |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Exchange rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
|
Senior notes 2025 (Rumo Luxembourg) |
(1,740,550) |
|
(2,871,979) |
|
— |
|
311,082 |
|
— |
|
Senior notes 2028 (Rumo Luxembourg) |
(2,791,600) |
|
(2,540,365) |
|
— |
|
251,235 |
|
— |
|
Total debt |
(4,532,150) |
|
(5,412,344) |
|
— |
|
562,317 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Swaps Notes 2025 (Rumo Luxembourg) |
1,740,550 |
|
1,125,649 |
|
— |
|
(346,436) |
|
— |
|
Senior Swaps Notes 2028 (Rumo Luxembourg) |
2,791,600 |
|
223,457 |
|
— |
|
(276,543) |
|
— |
|
Derivative total |
4,532,150 |
|
1,349,106 |
|
— |
|
(622,979) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
— |
|
(4,063,238) |
|
— |
|
(60,662) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
Accumulated fair value adjustment |
||||
|
|
Notional |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Interest rate hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
|
Senior Notes 2023 (Cosan Luxembourg) |
(606,832) |
|
(542,941) |
|
(569,466) |
|
(228,766) |
|
(237,050) |
|
Debenture 3rd issue - 3rd series (Comgás) |
— |
|
— |
|
— |
|
— |
|
575 |
|
Debenture 5th issue - single series (Comgás) |
(684,501) |
|
(896,418) |
|
(890,658) |
|
(5,760) |
|
(22,040) |
|
Debenture (Rumo) |
(3,079,136) |
|
(3,159,201) |
|
— |
|
57,365 |
|
— |
|
Total debt |
(4,370,469) |
|
(4,598,560) |
|
(1,460,124) |
|
(177,161) |
|
(258,515) |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Swaps Notes 2023 (Cosan Luxembourg) |
606,832 |
|
352,198 |
|
392,899 |
|
(67,951) |
|
(42,532) |
|
Debenture 3rd issue - 3rd series (Comgás) |
— |
|
— |
|
— |
|
— |
|
862 |
|
Debenture 5th issue - single series (Comgás) |
684,501 |
|
197,285 |
|
211,741 |
|
(14,456) |
|
10,731 |
|
Debenture (Rumo) |
3,104,964 |
|
139,279 |
|
— |
|
21,420 |
|
— |
|
Derivative total |
4,396,297 |
|
688,762 |
|
604,640 |
|
(60,987) |
|
(30,939) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
25,828 |
|
(3,909,798) |
|
(855,484) |
|
(238,148) |
|
(289,454) |
Fair value option
Certain derivative instruments have not been linked to documented hedge structures.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company chose to designate the protected liabilities (hedge objects) to record at fair value through the result. Considering that derivative instruments are always accounted for at fair value through income, the accounting effects are the same as those obtained through a hedging documentation:
|
|
|
|
|
|
Book value |
|
Accumulated fair value adjustment |
||||
|
|
|
|
Notional |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Exchange rate |
|
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
|
Sênior Notes 2027 |
USD+7.0% |
|
(3,251,430) |
|
(4,035,549) |
|
(4,379,812) |
|
207,213 |
|
(349,181) |
|
Export credit agreement |
EUR + 0.58% |
|
(100,198) |
|
(98,980) |
|
— |
|
24,821 |
|
— |
|
Resolution 4,131 (Rumo) |
USD + 2.20% |
|
(220,000) |
|
(284,957) |
|
— |
|
68,593 |
|
— |
|
EIB 3rd Tranche |
US$ + LIBOR6M + 0.54% |
|
(9,625) |
|
— |
|
(30,817) |
|
— |
|
156 |
|
EIB 4th Tranche |
US$ + LIBOR6M + 0.61% |
|
(9,237) |
|
(27,936) |
|
(57,813) |
|
2 |
|
308 |
|
Resolution 4,131 (Comgás - 2018) |
US$ + 3.67% |
|
(268,125) |
|
(399,522) |
|
(415,232) |
|
(23,094) |
|
(24,247) |
|
Resolution 4,131 (Comgás - 2020) |
US$ + 1.59% |
|
— |
|
— |
|
(388,912) |
|
— |
|
1,967 |
|
Resolution 4,131 (Comgás - 2021) |
US$ + 1.60% |
|
(407,250) |
|
(378,411) |
|
— |
|
(1,446) |
|
— |
|
Total |
|
|
(4,265,865) |
|
(5,225,355) |
|
(5,272,586) |
|
276,089 |
|
(370,997) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
FX and interest swap |
BRL + 126.85% do CDI |
|
3,251,430 |
|
1,697,741 |
|
2,272,648 |
|
270,391 |
|
1,320,629 |
|
Inflation and interest rate swaps |
BRL + 107% do CDI |
|
100,198 |
|
28,225 |
|
— |
|
(20,004) |
|
— |
|
Inflation and interest rate swaps |
BRL + 118% do CDI |
|
220,000 |
|
62,978 |
|
— |
|
(73,042) |
|
— |
|
EIB 3rd Tranche |
BRL + 88.5% do CDI |
|
9,625 |
|
— |
|
21,176 |
|
844 |
|
24,927 |
|
EIB 4th Tranche |
BRL + 81.1% do CDI |
|
9,237 |
|
18,628 |
|
39,256 |
|
1,400 |
|
26,219 |
|
Resolution 4,131 (Comgás - 2018) |
BRL + 107.9% do CDI |
|
268,125 |
|
146,166 |
|
154,627 |
|
(3,168) |
|
117,080 |
|
Resolution 4,131 (Comgás - 2020) |
BRL + CDI + 2.75% |
|
— |
|
— |
|
(6,214) |
|
15,711 |
|
(12,904) |
|
Resolution 4,131 (Comgás - 2021) |
BRL + CDI + 1.25% |
|
407,250 |
|
(34,114) |
|
— |
|
(34,114) |
|
— |
|
Derivative total |
|
|
4,265,865 |
|
1,919,624 |
|
2,481,493 |
|
158,018 |
|
1,475,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
— |
|
(3,305,731) |
|
(2,791,093) |
|
434,107 |
|
1,104,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
Accumulated fair value adjustment |
||||
|
|
|
|
Notional |
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
Objects |
|
|
|
|
|
|
|
|
|
|
|
|
Debenture (Rumo) |
IPCA + 4,68% |
|
(500,000) |
|
(564,790) |
|
— |
|
(16,810) |
|
— |
|
Debenture (Rumo) |
IPCA + 4,50% |
|
(600,000) |
|
(710,285) |
|
— |
|
965 |
|
— |
|
Total |
|
|
(1,100,000) |
|
(1,275,075) |
|
— |
|
(15,845) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
FX and interest swap |
107% CDI |
|
500,000 |
|
77,554 |
|
— |
|
(3,790) |
|
— |
|
FX and interest swap |
105% CDI |
|
600,000 |
|
102,738 |
|
— |
|
99 |
|
— |
|
Derivative total |
|
|
1,100,000 |
|
180,292 |
|
— |
|
(3,691) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
— |
|
(1,094,783) |
|
— |
|
(19,536) |
|
— |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
5.11 Recognized fair value measurements
The market value of the Senior Notes are listed on the Luxembourg Stock Exchange (Note 5.6) is based on their quoted market price are as follows:
|
|
|
Company |
|
June 30, 2021 |
|
December 31, 2020 |
|
Senior notes 2023 |
|
Cosan Luxembourg S.A. |
|
100.23% |
|
101.02% |
|
Senior notes 2025 |
|
Rumo Luxembourg S.à r.l. |
|
104.98% |
|
104.96% |
|
Senior notes 2028 |
|
Rumo Luxembourg S.à r.l. |
|
106.06% |
|
105.04% |
|
Senior notes 2027 |
|
Cosan Luxembourg S.A. |
|
107.16% |
|
108.20% |
|
Senior notes 2029 |
|
Cosan S.A. |
|
108.16% |
|
103.47% |
|
Perpetual notes |
|
Cosan Overseas Limited |
|
102.96% |
|
102.88% |
All the resulting fair value estimates are included in level 2 except for a contingent consideration payable where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
The carrying amounts and fair value of financial assets and financial liabilities are as follows:
|
|
|
|
Carrying amount |
|
Assets and liabilities measured at fair value |
||||||||||
|
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
||||||
|
|
Note |
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 1 |
|
Level 2 |
||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Investment funds |
5.1 |
|
4,336,568 |
|
2,154,257 |
|
— |
|
4,336,568 |
|
— |
|
2,154,257 |
||
|
Marketable securities |
5.2 |
|
3,655,932 |
|
2,271,570 |
|
— |
|
3,655,932 |
|
— |
|
2,271,570 |
||
|
Other financial assets |
5.4 |
|
443 |
|
848,821 |
|
443 |
|
— |
|
848,821 |
|
— |
||
|
Derivate financial instruments |
5.10 |
|
5,074,211 |
|
3,127,418 |
|
— |
|
5,074,211 |
|
— |
|
3,127,418 |
||
|
Total |
|
|
13,067,154 |
|
8,402,066 |
|
443 |
|
13,066,711 |
|
848,821 |
|
7,553,245 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Loans, borrowings and debentures |
5.6 |
|
(16,607,590) |
|
(6,837,028) |
|
— |
|
(16,607,590) |
|
— |
|
(6,837,028) |
||
|
Consideration payable |
|
|
(203,415) |
|
(224,787) |
|
— |
|
(203,415) |
|
— |
|
(224,787) |
||
|
Derivative financial instruments |
5.10 |
|
(1,299,409) |
|
(417,827) |
|
— |
|
(1,299,409) |
|
— |
|
(417,827) |
||
|
Total |
|
|
(18,110,414) |
|
(7,479,642) |
|
— |
|
(18,110,414) |
|
— |
|
(7,479,642) |
||
5.12 Financial risk management
This note explains the Company’s exposure to financial risks and how these risks could affect the group’s future financial performance. Current period profit and loss information has been included where relevant to add further context.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
Risk |
Exposure arising from |
Measurement |
Management |
|
Market risk – foreign exchange |
(i) Future commercial transactions. (ii) Recognized financial assets and liabilities not denominated in Brazilian reais. |
(i) Cash flow forecasting (ii) Sensitivity analysis |
Foreign currency forwards. |
|
Market risk – interest rate |
Cash and cash equivalents, marketable securities, loans, borrowings and debentures, leases and derivative. |
(i) Sensitivity analysis |
Interest rate Swap. |
|
Market risk – prices |
Future commercial transactions. |
(i) Cash flow forecasting (ii) Sensitivity analysis |
Future electric energy price (purchase and sale). |
|
Credit risk |
Cash and cash equivalents, marketable securities trade receivables, derivatives, receivables from related parties and dividends. |
(i) Ageing analysis (ii) Credit ratings |
Diversification of bank deposits, credit limits and letters of credit. |
|
Liquidity risk |
Loans, borrowings and debentures, trade payables, other financial liabilities, REFIS, leases, derivative, payables to related parties and dividends. |
(i) Rolling cash flow forecasts |
Availability of committed credit lines and borrowing facilities. |
The Company’s risk management is predominantly controlled by a central treasury department under policies approved by the Board of Directors. The Company’s Management identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognizing interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.
The Company may choose to formally designate new debt transactions involving hedging derivative financial instruments through swap between exchange variation and interest rates, as measured at fair value. The fair value option is intended to eliminate or reduce any inconsistency in measurement or recognition of certain liabilities, which would otherwise arise. Thus, both the swaps and the respective debts are measured at fair value and this option is irrevocable and should be made only upon initial recording (“inception”) of the operation.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company’s policy is to maintain capital base to promote the confidence of investors, creditors and the market, and to ensure the future development of the business. Management monitors that the return on capital is adequate for each of its businesses.
The usage of financial instruments in order to protect against these areas of volatility is determined through an analysis of the risk exposure that management intends to cover.
a) Market risk
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
At June 30, 2021 and December 31, 2020, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in U.S. Dollar (U.S.$.) and Euro:
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Cash and cash equivalents |
697,228 |
|
143,676 |
|
Trade receivables |
111,752 |
|
17,502 |
|
Trade payables |
(180,731) |
|
(174,178) |
|
Loans, borrowings and debentures |
(15,573,175) |
|
(8,007,493) |
|
Leases |
(101,055) |
|
— |
|
Contingent consideration |
(203,415) |
|
(224,787) |
|
Derivative financial instruments (notional) |
11,615,418 |
|
5,453,252 |
|
Foreign exchange exposure, net |
(3,633,978) |
|
(2,792,028) |
The sensitivity of profit or loss to changes in the exchange rates arises mainly from U.S. dollar denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
A reasonably possible strengthening (weakening) of the Brazilian reais to U.S. dollar and Euro as of June 30, 2021 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. dollar and Euro exchange rate used in the probable scenario. The Company’s exposure to foreign currency changes for all other currencies is not material:
|
|
|
|
|
|
|
Variation scenario |
||||||
|
Instrument |
|
Risk factor |
|
Probable |
|
25% |
|
50% |
|
-25% |
|
-50% |
|
Cash and cash equivalents |
|
Currency fluctuation |
|
61,165 |
|
279,737 |
|
551,861 |
|
(264,512) |
|
(536,636) |
|
Trade receivables |
|
Currency fluctuation |
|
105,157 |
|
134,759 |
|
164,361 |
|
75,555 |
|
45,953 |
|
Trade payables |
|
Currency fluctuation |
|
(108,248) |
|
(156,121) |
|
(203,993) |
|
(60,375) |
|
(12,502) |
|
Derivative financial instruments |
|
Currency fluctuation |
|
2,758,279 |
|
6,221,516 |
|
9,477,184 |
|
(289,822) |
|
(3,545,491) |
|
Loans, borrowings and debentures |
|
Currency fluctuation |
|
(940,607) |
|
(5,119,034) |
|
(9,297,460) |
|
3,237,820 |
|
7,416,246 |
|
Leases |
|
Currency fluctuation |
|
(6,016) |
|
(32,784) |
|
(59,552) |
|
20,752 |
|
47,519 |
|
Consideration payable |
|
Currency fluctuation |
|
215,525 |
|
269,406 |
|
323,287 |
|
161,644 |
|
107,763 |
|
Impacts on profit or loss |
|
|
|
2,085,255 |
|
1,597,479 |
|
955,688 |
|
2,881,062 |
|
3,522,852 |
The probable scenario considers the estimated exchange rates, made by a specialized third part, at the due date of the transactions for the companies with functional currency Brazilian reais (positive and negative, before tax effects), as follows:
|
|
|
Exchange rate sensitivity analysis (R$/U.S.$) and (R$/Euro) |
||||||||||
|
|
|
June 30, 2021 |
|
Scenario |
||||||||
|
|
|
|
Probable |
|
25% |
|
50% |
|
-25% |
|
-50% |
|
|
U.S.$ |
|
5.0022 |
|
5.3000 |
|
6.6250 |
|
7.9500 |
|
3.9750 |
|
2.6500 |
|
Euro |
|
5.9276 |
|
6.3600 |
|
7.9500 |
|
9.5400 |
|
4.7700 |
|
3.1800 |
|
GBP |
|
6.9070 |
|
7.3988 |
|
9.2485 |
|
11.0982 |
|
5.5491 |
|
3.6994 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with their borrowings and uses derivative instruments in order to minimize variable interest rate fluctuation risks.
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments with pre-tax increases and decreases of 25% and 50% is presented below:
|
|
|
|
|
Variation scenario |
||||||
|
Exposure interest rate |
|
Probable |
|
25% |
|
50% |
|
-25% |
|
-50% |
|
Cash and cash equivalents |
|
484,645 |
|
605,572 |
|
726,967 |
|
363,483 |
|
242,322 |
|
Marketable securities |
|
220,241 |
|
275,301 |
|
330,362 |
|
165,181 |
|
110,121 |
|
Restricted cash |
|
1,686 |
|
2,108 |
|
2,530 |
|
1,265 |
|
843 |
|
Lease and concession in installments |
|
(70,358) |
|
(87,947) |
|
(105,537) |
|
(52,768) |
|
(35,179) |
|
Leases |
|
(306,150) |
|
(306,192) |
|
(306,235) |
|
(306,107) |
|
(306,065) |
|
Derivative financial instruments |
|
1,152,752 |
|
1,719,844 |
|
1,244,821 |
|
2,800,820 |
|
3,420,122 |
|
Loans, borrowings and debentures |
|
(1,758,021) |
|
(2,025,112) |
|
(2,292,080) |
|
(1,491,175) |
|
(1,224,206) |
|
Other financial liabilities |
|
(43,288) |
|
(52,124) |
|
(60,960) |
|
(34,452) |
|
(25,616) |
|
Impacts on profit or loss |
|
(318,493) |
|
131,450 |
|
(460,132) |
|
1,446,247 |
|
2,182,342 |
The probable scenario considers the estimated interest rate, made by a specialized third party and Central Bank of Brazil (Banco Central do Brasil), or “BACEN,” as follows:
|
|
|
Probable |
|
25% |
|
50% |
|
-25% |
|
-50% |
|
SELIC |
|
6.03% |
|
7.53% |
|
9.04% |
|
4.52% |
|
3.01% |
|
CDI |
|
6.03% |
|
7.53% |
|
9.04% |
|
4.52% |
|
3.01% |
|
TJLP462 (TJLP + 1% p.a.) |
|
6.10% |
|
7.38% |
|
8.65% |
|
4.83% |
|
3.55% |
|
TJLP |
|
5.10% |
|
6.38% |
|
7.65% |
|
3.83% |
|
2.55% |
|
IPCA |
|
4.07% |
|
5.09% |
|
6.11% |
|
3.06% |
|
2.04% |
|
IGPM |
|
7.80% |
|
9.75% |
|
11.71% |
|
5.85% |
|
3.90% |
|
Libor |
|
0.36% |
|
0.45% |
|
0.54% |
|
0.27% |
|
0.18% |
|
Fed Funds |
|
0.15% |
|
0.19% |
|
0.23% |
|
0.11% |
|
0.08% |
In January 2020, the Company entered the electricity commercialization market, with the objective of building a customer portfolio and earning results with energy price differences, within the risk and counterparty limits pre-established by the Management, exposing the Company to the price risk of this commodity.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
In the second quarter, its subsidiary took the decision to neutralize almost all of its exposure to market prices, substantially reducing the directional electricity trading activity, maintaining its focus on the activity of energy trading to end customers.
Electricity trading operations are carried out in an active market and recognized at fair value through profit or loss, based on the difference between the contracted price and the market price of open contracts at the reporting date.
This fair value is estimated mainly based on the price quotations used in the active over-the-counter market, insofar as such observable market data exist, and, to a lesser extent, by the use of valuation techniques that consider prices established in operations of purchase and sale and market prices estimated by specialized entities, when such information is available.
Statement of financial position balances referring to outstanding energy trading operations are as follows:
|
|
|
|
|
|
|
June 30, 2021 |
|
|
|
|
|
December 31, 2020 |
|
|
|
Assets |
|
Liabilities |
|
Net loss |
|
Assets |
|
Liabilities |
|
Net loss |
|
Trading operations |
|
327,917 |
|
(819,094) |
|
(491,177) |
|
96,595 |
|
(286,018) |
|
(189,423) |
The main risk factor that impacts the pricing of energy trading operations is the exposure to market energy prices. The scenarios for sensitivity analysis considering this factor are prepared using market data and specialized sources, considering future prices, applied to the market curves as of June 30, 2021, as follows:
|
|
|
|
|
Variation scenario |
||||||
|
|
|
Probable |
|
25% |
|
50% |
|
-25% |
|
-50% |
|
Unrealized gains (loss) on trading operations |
|
(491,177) |
|
(487,977) |
|
(483,533) |
|
(496,241) |
|
(500,207) |
The projection of settlement of positions, at nominal value, follows the schedule below:
|
|
|
2nd half year |
|
2022 |
|
2023 |
|
Above 2023 |
|
Positions to be settled |
|
(260,189) |
|
(252,602) |
|
(15,593) |
|
28,224 |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
b) Credit risk
The Company’s regular operations expose it to potential defaults when customers, suppliers and counterparties are unable to comply with their financial or other commitments. The Company seeks to mitigate this risk by entering into transactions with a diverse pool of counterparties. However, the Company continues to remain subject to unexpected third-party financial failures that could disrupt its operations. The exposure to credit risk was as follows:
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Cash and cash equivalents |
8,567,450 |
|
4,614,053 |
|
Trade receivables |
2,468,062 |
|
1,604,839 |
|
Marketable securities |
3,655,932 |
|
2,271,570 |
|
Restricted cash |
57,549 |
|
— |
|
Derivative financial instruments |
5,074,211 |
|
3,127,418 |
|
Receivables from related parties |
351,966 |
|
271,766 |
|
Dividends receivable |
1,000,620 |
|
77,561 |
|
Restricted cash |
443 |
|
68,838 |
|
|
21,176,233 |
|
12,036,045 |
The Company is also exposed to risks in connection with its cash management activities and temporary investments.
Liquid assets are invested primarily in government security and other investments in Banks with a minimum grade of “A.” Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed on an annual basis and may be updated throughout the period. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure to make payments. The credit risk on cash and cash equivalents, marketable securities, restricted cash and derivative financial instruments are determined by rating instruments widely accepted by the market and are arranged as follows:
|
|
June 30, 2021 |
|
December 31, 2020 |
|
AAA |
13,887,996 |
|
8,997,661 |
|
AA |
3,444,396 |
|
1,015,380 |
|
BBB |
22,750 |
|
— |
|
|
17,355,142 |
|
10,013,041 |
c) Liquidity risk
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
|
|
June 30, 2021 |
|
December 31, 2020 |
||||||||
|
|
Up to 1 year |
|
1 - 2 years |
|
3 - 5 years |
|
More than 5 years |
|
Total |
|
Total |
|
Loans, borrowings and debentures |
(3,946,880) |
|
(6,819,588) |
|
(17,714,133) |
|
(23,994,464) |
|
(52,475,065) |
|
(20,543,616) |
|
Trade payables |
(3,033,743) |
|
— |
|
— |
|
— |
|
(3,033,743) |
|
(1,875,192) |
|
Other financial liabilities |
(713,061) |
|
— |
|
— |
|
— |
|
(713,061) |
|
(149,293) |
|
Tax installments - REFIS |
(52,449) |
|
(3,456) |
|
(1,715) |
|
(144,071) |
|
(201,691) |
|
(193,353) |
|
Leases |
(374,635) |
|
(385,358) |
|
(1,099,536) |
|
(12,834,462) |
|
(14,693,991) |
|
(107,451) |
|
Lease and concession instalments |
(52,703) |
|
(205,993) |
|
(617,980) |
|
(365,872) |
|
(1,242,548) |
|
— |
|
Payables to related parties |
(279,273) |
|
— |
|
— |
|
— |
|
(279,273) |
|
(150,484) |
|
Dividends payable |
(9,603) |
|
— |
|
— |
|
— |
|
(9,603) |
|
(16,301) |
|
Derivative financial instruments |
(515,567) |
|
71,615 |
|
(1,660,823) |
|
3,955,775 |
|
1,851,000 |
|
4,087,083 |
|
|
(8,977,914) |
|
(7,342,780) |
|
(21,094,187) |
|
(33,383,094) |
|
(70,797,975) |
|
(18,948,607) |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
6 Other tax receivables
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
COFINS - Revenue tax (iii) |
|
26,976 |
|
26,952 |
|
1,345,080 |
|
322,500 |
|
ICMS - State VAT (i) |
|
10 |
|
— |
|
832,823 |
|
159,299 |
|
ICMS CIAP - State VAT (ii) |
|
— |
|
— |
|
111,893 |
|
17,763 |
|
PIS - Revenue tax (iii) |
|
2,785 |
|
2,785 |
|
299,342 |
|
20,071 |
|
Credit installment |
|
42,376 |
|
42,138 |
|
42,376 |
|
42,138 |
|
Other |
|
1,174 |
|
1,165 |
|
125,438 |
|
39,933 |
|
|
|
73,321 |
|
73,040 |
|
2,756,952 |
|
601,704 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
35,526 |
|
35,507 |
|
788,412 |
|
434,480 |
|
Non-current |
|
37,795 |
|
37,533 |
|
1,968,540 |
|
167,224 |
| (i) | ICMS credit related to the purchase of inputs and diesel used in rain transportation incorporated into the balance due to the corporate reorganization, note 1.1. | |
| (ii) | ICMS credit arising from acquisitions of property, plant and equipment incorporated into the balance due to the corporate reorganization, note 1.1. | |
| (iii) | On March 15, 2017, the Brazilian Federal Supreme Court (Supremo Tribunal Federal), or “STF.” granted Extraordinary Appeal No. 574,706 against a decision that required the inclusion of the tax on the circulation of goods and transportation and communication services, a state sales tax (Imposto sobre Circulação de Mercadorias e Serviços), or “ICMS,” in the calculation of the tax base of employees’ profit participation program (Programa de Integração Social), or “PIS,” and social contribution for social security financing (Contribuição para o Financiamento da Seguridade Social), or “COFINS.” | |
| In 2018, the Company had already recognized credits related to periods after March 2017, based on the decision rendered on that date by the STF, in Extraordinary Appeal No. 574,706. In addition, the amounts related to the prior periods for the group companies with favorable final decisions for the referred subject. | ||
| On May 13, 2021, the STF decided that ICMS highlighted in the invoice can be excluded from PIS and COFINS calculation basis and that such decision is valid as per March 15, 2017. In addition, the STF decision clarified that the ICMS to be considered is the ICMS highlighted in the invoice, regardless the amount of ICMS paid. |
(In thousands of Brazilian Reais - R$)
| Comgás, since its original claim dates from 2013, in accordance with the legal form of the modulation of the effects, the right to recover the undue amount until 2008 was safeguarded. In this way, all relevant circumstances and, up to then, pending on the subject were overcome and, therefore, from the point of view of IAS 37 / CPC 25, the amounts related to the claim were no longer classified as contingent assets, since their existence was confirmed and their realization is practically certain. Therefore, the Company recorded, on June 30, 2021, the amount of R$957,663 (R$573,462 of principal and R$384,201 of interest), related to PIS and COFINS credits in its non-current assets, which includes monetary restatement at the SELIC rate. The total amount is supported by Management based on calculations and supporting documentation, in order to substantiate the accuracy of the calculations. The subsidiary still considers it uncertain whether a portion of the credits recognized on June 30 may eventually be considered as a component of the tariff adjustment within the scope of the economic and financial balance of the concession contract. Therefore, of the total amount of credits recognized on June 30, 2021, the Company provisioned the amount of R$599,326 (R$369,296 of principal and R$230,030 of interest), equivalent to the uncertain portion, in its sectoral liabilities, in non-current liabilities. |
7 Inventories
|
|
|
Consolidated |
||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Finished goods |
|
690,334 |
|
545,529 |
|
Spare parts and accessories |
|
239,347 |
|
— |
|
Raw material |
|
136,072 |
|
118,319 |
|
Warehouse and other |
|
11,813 |
|
22,052 |
|
|
|
1,077,566 |
|
685,900 |
The balances are presented net of the provision for obsolete inventories in the amount of R$ 23,228 on June 30, 2021 (R$ 17,449 on December 31, 2020).
(In thousands of Brazilian Reais - R$)
| 8 Investments in associates |
| 8.1 Investments in subsidiaries and associates |
| Cosan’s subsidiaries and associates are listed below: |
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Directly owned subsidiaries |
|
|
|
|
Compass Gás e Energia |
99.01% |
|
99.01% |
|
Cosan Lubes Investments Limited (CLI) |
70.00% |
|
70.00% |
|
Cosan Cayman II Limited |
100.00% |
|
100.00% |
|
Cosan Global Limited |
100.00% |
|
100.00% |
|
Cosan Investimentos e Participações S.A. |
100.00% |
|
100.00% |
|
Cosan Luxembourg S.A. (ii) |
100.00% |
|
100.00% |
|
Cosan Overseas Limited |
100.00% |
|
100.00% |
|
Pasadena Empreendimentos e Participações S.A. |
100.00% |
|
100.00% |
|
Payly Soluções de Pagamentos S.A. |
75.00% |
|
75.00% |
|
Cosan Limited Partners Brasil Consultoria Ltda (i) |
60.00% |
|
— |
|
Sinlog Tecnologia em Logística S.A. (i) |
78.43% |
|
— |
|
Rumo S.A. |
30.37% |
|
2.16% |
|
Cosan Logística S.A. |
— |
|
0.10% |
|
|
|
|
|
|
Interest of Compass Gás e Energia in its subsidiaries |
|
|
|
|
Companhia de Gás de São Paulo - Comgás |
99.15% |
|
99.15% |
|
Compass Comercialização S.A. |
100.00% |
|
100.00% |
|
Compass Geração Ltda |
100.00% |
|
100.00% |
|
Compass Energia Ltda |
100.00% |
|
100.00% |
|
Terminal de Regaseificação de São Paulo - TRSP |
100.00% |
|
100.00% |
|
Rota 4 Participações S.A. |
100.00% |
|
100.00% |
|
Edge II - Empresa de Geração de Energia |
100.00% |
|
— |
|
|
|
|
|
|
Interest of Cosan Lubes Investments Limited in its subsidiaries |
|
|
|
|
Moove Lubricants Limited |
100.00% |
|
100.00% |
|
Cosan Cinco S.A. |
100.00% |
|
100.00% |
|
Airport Energy Limited |
100.00% |
|
100.00% |
|
Airport Energy Services Limited |
100.00% |
|
100.00% |
|
Wessesx Petroleum Limited |
100.00% |
|
100.00% |
|
Stanbridge Group Limited |
100.00% |
|
100.00% |
|
Cosan Lubricants España S.L.U. |
100.00% |
|
100.00% |
|
Techniques ET Technologies Appliquees SAS - TTA |
75.00% |
|
75.00% |
|
Cosan Lubrificantes S.R.L. |
98.00% |
|
98.00% |
|
Lubrigrupo II - Comércio e Distribuição |
100.00% |
|
100.00% |
|
de Lubrificantes SA |
100.00% |
|
100.00% |
|
Comma Oil & Chemicals Marketing SRL |
100.00% |
|
100.00% |
|
Comma Otomotiv Yag Ve Kimyasallari |
100.00% |
|
100.00% |
|
Pazarlama Limited Sirketi |
100.00% |
|
100.00% |
|
Comma Oil & Chemicals Marketing B |
100.00% |
|
100.00% |
|
Commercial Lubricants Moove Corp |
100.00% |
|
100.00% |
|
Cosan Lubrificantes e Especialidades S.A. |
100.00% |
|
100.00% |
|
Cosan US, Inc |
100.00% |
|
100.00% |
|
Ilha Terminal Distribuição de Produtos Derivados de Petróleo Ltda. |
100.00% |
|
100.00% |
|
Zip Lube S.A. |
100.00% |
|
100.00% |
|
Cosan Paraguay S.A. |
100.00% |
|
100.00% |
(In thousands of Brazilian Reais - R$)
|
Interest of Rumo S.A. Investments Limited in its subsidiaries (i) |
|
|
|
|
Elevações Portuárias S.A. |
100.00% |
|
— |
|
Rumo Intermodal S.A. |
100.00% |
|
— |
|
Rumo Malha Central S.A. |
100.00% |
|
— |
|
Boswells S.A. |
100.00% |
|
— |
|
Rumo Malha Sul S.A. |
100.00% |
|
— |
|
Rumo Luxembourg Sarl |
100.00% |
|
— |
|
Rumo Malha Paulista S.A. |
100.00% |
|
— |
|
ALL Armazéns Gerais Ltda. |
100.00% |
|
— |
|
Rumo Malha Oeste S.A. |
100.00% |
|
— |
|
Paranaguá S.A. |
99.90% |
|
— |
|
Rumo Malha Norte S.A. |
99.74% |
|
— |
|
ALL Argentina S.A. |
90.96% |
|
— |
|
Brado Participações S.A. |
62.22% |
|
— |
|
Logispot Armazéns Gerais S.A. |
51.00% |
|
— |
|
Terminal São Simão S.A. |
51.00% |
|
— |
| (i) | Movement of equity interest resulting from the corporate reorganization as specified in note 1.1. | |
| (ii) | Management has concluded that there are no material uncertainties that cast doubt on the continuity of the subsidiaries. Despite presenting on June 30, 2021 a combined investment amount with an unsecured liability of R$ 366,056, as shown below, no events or conditions were identified that, individually or collectively, could raise significant doubts as to the ability to maintain their continuity operational. The subsidiaries have the financial support of the Company. |
(In thousands of Brazilian Reais - R$)
Set out below are investments in subsidiaries and associates as of June 30, 2021, which are material to the Company:
a) Parent company
|
|
|
Shares issued by the associate |
|
Shares held by Cosan |
|
Cosan ownership interest |
|
Economic benefit (%) |
|
Compass Gás e Energia |
|
628,487,690 |
|
622,265,040 |
|
99.01% |
|
99.01% |
|
Cosan Global Limited |
|
1 |
|
1 |
|
100.00% |
|
100.00% |
|
Cosan Investimentos e Participações S.A. |
|
3,778,868,643 |
|
3,778,868,643 |
|
100.00% |
|
100.00% |
|
Cosan Luxemburgo S.A. |
|
500,000 |
|
500,000 |
|
100.00% |
|
100.00% |
|
Radar II Propriedades Agrícolas S.A. |
|
81,440,221 |
|
24,920,708 |
|
51.00% |
|
3.00% |
|
Radar Propriedades Agrícolas S.A. |
|
1,735,703 |
|
531,125 |
|
51.00% |
|
2.51% |
|
Nova Agrícola Ponte Alta S.A. |
|
160,693,378 |
|
49,172,183 |
|
51.00% |
|
2.51% |
|
Terras da Ponte Alta S.A. |
|
16,066,329 |
|
4,916,297 |
|
51.00% |
|
2.51% |
|
Nova Santa Bárbara Agrícola S.A. |
|
32,336,994 |
|
9,895,122 |
|
51.00% |
|
2.51% |
|
Nova Amaralina S.A. |
|
30,603,159 |
|
9,364,568 |
|
51.00% |
|
2.51% |
|
Paineira Propriedade Agrícolas S.A. |
|
132,666,961 |
|
40,596,028 |
|
51.00% |
|
2.51% |
|
Manacá Propriedades Agrícolas S.A. |
|
128,977,921 |
|
39,467,251 |
|
51.00% |
|
2.51% |
|
Castanheira Propriedades Agrícolas S.A. |
|
83,850,838 |
|
25,658,291 |
|
51.00% |
|
2.51% |
|
Tellus Brasil Participações S.A. |
|
120,920,492 |
|
61,359,624 |
|
50.74% |
|
5.00% |
|
Janus Brasil Participações S.A. |
|
207,712,545 |
|
105,461,644 |
|
50.77% |
|
5.00% |
|
Cosan Lubes Investment |
|
34,963,764 |
|
24,474,635 |
|
70.00% |
|
70.00% |
|
Payly Soluções de Pagamentos S.A. |
|
71,527,201 |
|
53,646,401 |
|
75.00% |
|
75.00% |
|
Pasadena Empreendimentos e Participações S.A. |
|
32,752,251 |
|
32,751,751 |
|
99.99% |
|
99.99% |
|
Sinlog Tecnologia em Logística S.A. |
|
51,000 |
|
40,000 |
|
78.43% |
|
78.43% |
|
Rumo S.A. |
|
1,854,158,791 |
|
562,529,490 |
|
30.34% |
|
30.37% |
|
Cosan Limited Partners Brasil Consultoria Ltda |
|
10 |
|
6 |
|
60.00% |
|
60.00% |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
| At January 1, 2021 | Interest in earnings of subsidiaries | Sales or purchase of interests | Other comprehensive income | Dividends | Capital increase | Merged assets, net (Note 1.1) | Other | At June 30, 2021 | ||||||||||
|
Rumo S.A. |
|
— |
|
111,870 |
|
1,718 |
|
674 |
|
— |
|
— |
|
4,585,932 |
|
(7,795) |
|
4,692,399 |
|
Cosan Global |
|
132,896 |
|
(8,788) |
|
— |
|
3,468 |
|
— |
|
— |
|
— |
|
— |
|
127,576 |
|
Compass Gás e Energia |
|
3,288,317 |
|
775,880 |
|
— |
|
(23,287) |
|
(198,020) |
|
— |
|
— |
|
(83) |
|
3,842,807 |
|
Cosan Investimentos e Participações S.A. |
|
5,836,793 |
|
707,441 |
|
— |
|
(275,761) |
|
(389,375) |
|
— |
|
— |
|
— |
|
5,879,098 |
|
Cosan Limited Partners Brasil Consultoria Ltda |
|
— |
|
(122) |
|
— |
|
— |
|
— |
|
— |
|
430 |
|
— |
|
308 |
|
Sinlog Tecnologia em Logística S.A. |
|
— |
|
(3,908) |
|
2,845 |
|
— |
|
— |
|
6,675 |
|
9,372 |
|
— |
|
14,984 |
|
Cosan Lubes Investment |
|
1,364,608 |
|
107,291 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,471,899 |
|
Payly Soluções de Pagamentos S.A. |
|
9,071 |
|
(1,684) |
|
— |
|
— |
|
— |
|
5,250 |
|
— |
|
— |
|
12,637 |
|
Radar II Propriedades Agrícolas S.A. |
|
33,209 |
|
907 |
|
— |
|
62 |
|
(189) |
|
— |
|
— |
|
— |
|
33,989 |
|
Radar Propriedades Agrícolas S.A. |
|
62,391 |
|
1,716 |
|
— |
|
321 |
|
(352) |
|
— |
|
— |
|
(41,319) |
|
22,757 |
|
Tellus Brasil Participações S.A. |
|
105,662 |
|
7,642 |
|
— |
|
— |
|
(2,805) |
|
— |
|
— |
|
— |
|
110,499 |
|
Pasadena Empreendimentos e Participações S.A. |
|
473 |
|
(31) |
|
— |
|
— |
|
— |
|
200 |
|
— |
|
— |
|
642 |
|
Janus Brasil Participações S.A. |
|
130,900 |
|
2,955 |
|
— |
|
— |
|
(450) |
|
— |
|
— |
|
— |
|
133,405 |
|
Outros |
|
62,260 |
|
1,640 |
|
— |
|
(2,004) |
|
— |
|
— |
|
— |
|
41,319 |
|
103,215 |
|
Total investments in associates |
|
11,026,580 |
|
1,702,809 |
|
4,563 |
|
(296,527) |
|
(591,191) |
|
12,125 |
|
4,595,734 |
|
(7,878) |
|
16,446,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxemburg S.A. |
|
(458,852) |
|
92,796 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(366,056) |
|
Total provision for uncovered liability of associates |
|
(458,852) |
|
92,796 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(366,056) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
10,567,728 |
|
1,795,605 |
|
4,563 |
|
(296,527) |
|
(591,191) |
|
12,125 |
|
4,595,734 |
|
(7,878) |
|
16,080,159 |
(In thousands of Brazilian Reais - R$)
a) Consolidated
|
|
|
Shares issued by the associate |
|
Shares held by Cosan |
|
Cosan ownership interest |
|
Economic benefit (%) |
|
Radar II Propriedades Agrícolas S.A. |
|
81,440,222 |
|
24,920,708 |
|
51.00% |
|
3.00% |
|
Radar Propriedades Agrícolas S.A. |
|
1,735,703 |
|
531,125 |
|
51.00% |
|
2.51% |
|
Nova Agrícola Ponte Alta S.A. |
|
160,693,378 |
|
49,172,183 |
|
51.00% |
|
2.51% |
|
Terras da Ponte Alta S.A. |
|
16,066,329 |
|
4,916,297 |
|
51.00% |
|
2.51% |
|
Nova Santa Bárbara Agrícola S.A. |
|
32,336,994 |
|
9,895,122 |
|
51.00% |
|
2.51% |
|
Nova Amaralina S.A. |
|
30,603,159 |
|
9,364,568 |
|
51.00% |
|
2.51% |
|
Paineira Propriedade Agrícolas S.A. |
|
132,666,961 |
|
40,596,028 |
|
51.00% |
|
2.51% |
|
Manacá Propriedades Agrícolas S.A. |
|
128,977,921 |
|
39,467,251 |
|
51.00% |
|
2.51% |
|
Castanheira Propriedades Agrícolas S.A. |
|
83,850,838 |
|
25,658,291 |
|
51.00% |
|
2.51% |
|
Tellus Brasil Participações S.A. |
|
120,920,492 |
|
61,359,624 |
|
50.74% |
|
5.00% |
|
Janus Brasil Participações S.A. |
|
136,928,272 |
|
69,361,678 |
|
50.77% |
|
5.00% |
(i) The Company has no significant influence, justifying the criteria to define the measurement of the retained portion of the investment using the equity method, although it does not consolidate due to the shareholders' agreement that inhibits its decision making.
|
|
|
At January 1, 2021 |
|
Interest in earnings of subsidiaries |
|
Sales or purchase of interests |
|
Other comprehensive income |
|
Dividends |
|
Capital increase |
|
Merged assets, net (Note 1.1) |
|
Other |
|
At June 30, 2021 |
|
Tellus Brasil Participações S.A. |
|
105,665 |
|
7,642 |
|
— |
|
— |
|
(2,805) |
|
— |
|
— |
|
— |
|
110,502 |
|
Janus Brasil Participações S.A. |
|
130,901 |
|
2,955 |
|
— |
|
— |
|
(450) |
|
— |
|
— |
|
— |
|
133,406 |
|
Radar Propriedades Agrícolas S.A |
|
62,372 |
|
1,716 |
|
— |
|
321 |
|
(352) |
|
— |
|
— |
|
(41,319) |
|
22,738 |
|
Radar II Propriedades Agrícolas S.A |
|
33,205 |
|
907 |
|
— |
|
62 |
|
(189) |
|
— |
|
— |
|
— |
|
33,985 |
|
Other |
|
1,562 |
|
3,600 |
|
— |
|
75 |
|
(1,457) |
|
— |
|
49,953 |
|
41,319 |
|
95,052 |
|
|
|
333,705 |
|
16,820 |
|
— |
|
458 |
|
(5,253) |
|
— |
|
49,953 |
|
— |
|
395,683 |
(In thousands of Brazilian Reais - R$)
8.2 Non-controlling interests in subsidiaries
Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company elimination.
|
|
Shares issued by the subsidiary |
|
Shares held by non-controlling shareholders |
|
Non-controlling interest |
|
Compass Gás e Energia |
628,487,690 |
|
6,222,650 |
|
0.99% |
|
Comgás |
132,520,587 |
|
1,124,363 |
|
0.85% |
|
Cosan Lubes |
34,963,764 |
|
10,489,129 |
|
30.00% |
|
Payly Soluções de Pagamentos S.A. |
44,861,170 |
|
11,215,293 |
|
25.00% |
|
Rumo S.A. |
1,854,158,791 |
|
1,291,629,301 |
|
69.63% |
|
Cosan Limited Partners Brasil Consultoria Ltda |
10 |
|
4 |
|
40.00% |
|
Sinlog Tecnologia em Logística S.A. |
51,000 |
|
10,000 |
|
21.57% |
|
TTA – SAS Techniques et Technologie Appliquées |
10,521 |
|
2,630 |
|
25.00% |
The following table summarizes the information relating to each of the Company’s subsidiaries that has material non-controlling interests, before any intra-group elimination.
| At January 1, 2021 | Interest in earnings of subsidiaries | Sales or purchase of interests | Other comprehensive income | Dividends | Capital increase | Merged assets, net (Note 1.1) |
Other | At June 30, 2021 | |||||||||
|
Comgás |
24,729 |
|
8,693 |
|
— |
|
— |
|
(1,290) |
|
— |
|
— |
|
12 |
|
32,144 |
|
Compass Gás e Energia |
32,880 |
|
7,758 |
|
— |
|
— |
|
(1,981) |
|
— |
|
— |
|
35 |
|
38,692 |
|
Rumo S.A. |
— |
|
260,330 |
|
(22,455) |
|
(3,586) |
|
(1,217) |
|
— |
|
10,831,204 |
|
8,230 |
|
11,072,506 |
|
Sinlog Tecnologia em Logística S.A. |
— |
|
(1,538) |
|
2,384 |
|
— |
|
— |
|
— |
|
4,643 |
|
— |
|
5,489 |
|
Cosan Limited Partners Brasil Consultoria Ltda |
— |
|
(82) |
|
— |
|
— |
|
— |
|
— |
|
287 |
|
— |
|
205 |
|
Cosan Lubes |
582,283 |
|
45,981 |
|
— |
|
(9,979) |
|
— |
|
— |
|
— |
|
— |
|
618,285 |
|
TTA |
15,834 |
|
1,636 |
|
— |
|
(1,415) |
|
— |
|
— |
|
— |
|
— |
|
16,055 |
|
Payly |
2,423 |
|
(561) |
|
— |
|
— |
|
— |
|
1,750 |
|
— |
|
— |
|
3,612 |
|
|
658,149 |
|
322,217 |
|
(20,071) |
|
(14,980) |
|
(4,488) |
|
1,750 |
|
10,836,134 |
|
8,277 |
|
11,786,988 |
(In thousands of Brazilian Reais - R$)
9 Investment in joint venture
Changes to investment in joint venture were as follows:
|
|
Raízen S.A. |
|
Shares issued by the joint venture |
8,993,572,584 |
|
Shares held by Cosan |
4,496,786,292 |
|
Cosan ownership interest |
50% |
|
|
|
|
At January 1, 2021 (ii) |
7,988,208 |
|
Interest in earnings of joint ventures |
679,598 |
|
Other comprehensive (losses) income |
(275,761) |
|
Interest on capital (i) |
(48,469) |
|
Dividends (i) |
(1,039,476) |
|
At June 30, 2021 |
7,304,100 |
| (i) | Proposed amount in the period, of which R$162,500 were paid. | |
| (ii) | Corporate restructuring as per Note 1.2.2 |
According to the terms of the joint venture, the Company is responsible for certain legal proceedings that existed before the formation of Raizen, net of judicial deposits on April 1, 2011, as well as tax installments under the terms of the tax amnesty and Refinancing Program recorded in “Other taxes payable”. In addition, Cosan granted Raizen access to a credit line (stand-by) in the amount of U.S.$350,000 thousand, unused on June 30, 2021.
The statement of financial position and statement of profit or loss of the joint venture are disclosed in Note 4 – Segment information.
As of June 30, 2021, the Company was in compliance with the covenants of the contracts that govern the respective joint venture.
10 Property, plant and equipment, intangible assets, goodwill and contract asset
10.1 Property, plant and equipment
a) Reconciliation of carrying amount
|
|
Consolidated |
|
Parent Company |
||||||||||||
|
|
Land, buildings and improvements |
|
Machinery, equipment and facilities |
|
Railcars and locomotives (i) | (iii) |
|
Permanent easement (iii) |
|
Construction in progress |
|
Other |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
262,442 |
|
289,852 |
|
— |
|
— |
|
53,423 |
|
135,851 |
|
741,568 |
|
81,529 |
|
Corporate reorganization (Note 1.1) |
1,357,217 |
|
1,152,944 |
|
6,720,454 |
|
7,530,328 |
|
3,146,532 |
|
374,622 |
|
20,282,097 |
|
4,073 |
|
Additions |
226 |
|
1,419 |
|
59 |
|
3,940 |
|
1,428,285 |
|
88 |
|
1,434,017 |
|
(3,157) |
|
Disposals |
(54) |
|
— |
|
(10,336) |
|
— |
|
— |
|
(49) |
|
(10,439) |
|
(59) |
|
Transfers (ii) |
217,728 |
|
114,331 |
|
745,491 |
|
358,130 |
|
(1,317,311) |
|
16,561 |
|
134,930 |
|
(9) |
|
Effect of exchange rate fluctuations |
(2,614) |
|
(3,750) |
|
— |
|
— |
|
(251) |
|
(79) |
|
(6,694) |
|
— |
|
At June 30, 2021 |
1,834,945 |
|
1,554,796 |
|
7,455,668 |
|
7,892,398 |
|
3,310,678 |
|
526,994 |
|
22,575,479 |
|
82,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
(101,956) |
|
(162,437) |
|
— |
|
— |
|
— |
|
(60,179) |
|
(324,572) |
|
(20,070) |
|
Corporate reorganization (Note 1.1) |
(415,398) |
|
(579,129) |
|
(2,561,600) |
|
(2,647,648) |
|
(13,379) |
|
(27,699) |
|
(6,244,853) |
|
(1,349) |
|
Additions |
(31,480) |
|
(59,440) |
|
(176,271) |
|
(184,872) |
|
(594) |
|
(12,335) |
|
(464,992) |
|
(3,573) |
|
Disposals |
— |
|
— |
|
9,748 |
|
— |
|
— |
|
19 |
|
9,767 |
|
5 |
|
Transfers (ii) |
(17,303) |
|
— |
|
(335) |
|
17,300 |
|
— |
|
3 |
|
(335) |
|
— |
|
Effect of exchange rate fluctuations |
1,205 |
|
2,242 |
|
— |
|
— |
|
— |
|
1,586 |
|
5,033 |
|
— |
|
At June 30, 2021 |
(564,932) |
|
(798,764) |
|
(2,728,458) |
|
(2,815,220) |
|
(13,973) |
|
(98,605) |
|
(7,019,952) |
|
(24,987) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
160,486 |
|
127,415 |
|
— |
|
— |
|
53,423 |
|
75,672 |
|
416,996 |
|
61,459 |
|
At June 30, 2021 |
1,270,013 |
|
756,032 |
|
4,727,210 |
|
5,077,178 |
|
3,296,705 |
|
428,389 |
|
15,555,527 |
|
57,390 |
| (i) | On June 30, 2021, wagons and locomotives in the amount of R$ 745,203 were pledged to guarantee bank loans (Note 5.6). | |
| (ii) | They are substantially transferring from property, plant and equipment under construction as a result of the capitalization of said assets. | |
| (iii) | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, for railcars from 2.9% to 6%, locomotives from 3.3% to 8% and permanent easement from 3% to 4%. With capitalized borrowing costs of R$15,556 (R$5,358 as of June 30, 2020). |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
10.2 Intangible assets and goodwill
|
Accounting policy a) Rumo’s concession rights Rumo’s concession rights generated in the business combination of Rumo Malha Norte was fully allocated to the Rumo Malha Norte concession and amortized on a straight-line basis. |
|
|
Consolidated |
|
Parent Company |
||||||||||||
|
|
Goodwill |
|
Concession rights |
|
Operating license |
|
Trademarks |
|
Customer relationships |
|
Other |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
977,307 |
|
10,758,762 |
|
— |
|
63,408 |
|
1,029,212 |
|
311,562 |
|
13,140,251 |
|
15,462 |
|
Corporate reorganization (Note 1.1) |
111,413 |
|
8,017,957 |
|
343,348 |
|
— |
|
— |
|
235,724 |
|
8,708,442 |
|
— |
|
Additions |
4,884 |
|
765 |
|
— |
|
— |
|
86,258 |
|
842 |
|
92,749 |
|
72 |
|
Disposals (ii) |
— |
|
(154,485) |
|
— |
|
— |
|
(48) |
|
— |
|
(154,533) |
|
— |
|
Transfers (i) |
— |
|
616,721 |
|
— |
|
— |
|
395,097 |
|
(55,535) |
|
956,283 |
|
9 |
|
Effect of exchange rate fluctuations |
(9,389) |
|
— |
|
— |
|
(1,480) |
|
(9,534) |
|
(5,334) |
|
(25,737) |
|
— |
|
At June 30, 2021 |
1,084,215 |
|
19,239,720 |
|
343,348 |
|
61,928 |
|
1,500,985 |
|
487,259 |
|
22,717,455 |
|
15,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
— |
|
(2,333,680) |
|
— |
|
(9,201) |
|
(509,297) |
|
(242,777) |
|
(3,094,955) |
|
(13,271) |
|
Corporate reorganization (Note 1.1) |
— |
|
(1,144,572) |
|
(157,411) |
|
— |
|
— |
|
(164,684) |
|
(1,466,667) |
|
— |
|
Additions |
— |
|
(267,723) |
|
(3,957) |
|
— |
|
(54,535) |
|
(19,774) |
|
(345,989) |
|
(399) |
|
Disposals (ii) |
— |
|
147,934 |
|
— |
|
— |
|
45 |
|
— |
|
147,979 |
|
— |
|
Transfers |
— |
|
(37,037) |
|
— |
|
— |
|
(395,203) |
|
36,999 |
|
(395,241) |
|
— |
|
Effect of exchange rate fluctuations |
— |
|
— |
|
— |
|
— |
|
3,102 |
|
2,167 |
|
5,269 |
|
— |
|
At June 30, 2021 |
— |
|
(3,635,078) |
|
(161,368) |
|
(9,201) |
|
(955,888) |
|
(388,069) |
|
(5,149,604) |
|
(13,670) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
977,307 |
|
8,425,082 |
|
— |
|
54,207 |
|
519,915 |
|
68,785 |
|
10,045,296 |
|
2,191 |
|
At June 30, 2021 |
1,084,215 |
|
15,604,642 |
|
181,980 |
|
52,727 |
|
545,097 |
|
99,190 |
|
17,567,851 |
|
1,873 |
(i) Contract asset transfers, the amount also includes a portion of the intangible asset that was reclassified to the financial asset.
(ii) Includes the amount of R$ 142,316 related to the write-off of fully depreciated assets.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
a) Capitalization of borrowing costs
Capitalized borrowing costs for the period ended June 30, 2021, R$17,725 was capitalized at an average rate of 8.13% p.a. (R$12,905 at an average rate of 6.12% p.a. at June 30, 2020).
b) Amortization methods and useful lives
|
Intangible assets (excluding goodwill) |
Annual rate of amortization |
|
June 30, 2021 |
|
December 31, 2020 |
|
Comgás (i) |
During the term of the concession and extension |
|
8,771,726 |
|
8,425,082 |
|
Rumo(ii) |
|
6,832,916 |
|
— |
|
|
|
|
|
15,604,642 |
|
8,425,082 |
|
|
|
|
|
|
|
|
Operating license for port terminal |
3.70% |
|
181,980 |
|
— |
|
|
|
|
181,980 |
|
— |
|
Trademarks |
|
|
|
|
|
|
Comma |
Undefined |
|
52,727 |
|
54,207 |
|
|
|
|
52,727 |
|
54,207 |
|
Customers relationship |
|
|
|
|
|
|
Comgás |
20.00% |
|
254,985 |
|
210,038 |
|
Moove |
8.70% |
|
288,452 |
|
309,877 |
|
Other |
20.00% |
|
1,660 |
|
— |
|
|
|
|
545,097 |
|
519,915 |
|
Other |
|
|
|
|
|
|
Software license |
20.00% |
|
25,630 |
|
18,478 |
|
Other |
|
|
73,560 |
|
50,307 |
|
|
|
|
99,190 |
|
68,785 |
|
|
|
|
|
|
|
|
Total |
|
|
16,483,636 |
|
9,067,989 |
| (i) | Refers to the intangible asset for the public gas distribution service concession, which represents the right to charge users for the supply of gas, comprised of: (i) the concession rights recognized in the business combination and (ii) concession assets. | |
| (ii) | Refers to the railroad concession right agreement of Rumo. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
10.3 Contract asset
|
|
Comgás |
|
Moove |
|
Total |
|
Cost: |
|
|
|
|
|
|
At January 1, 2021 |
686,690 |
|
9,248 |
|
695,938 |
|
Additions |
442,498 |
|
28,995 |
|
471,493 |
|
Disposals |
— |
|
(10,123) |
|
(10,123) |
|
Transfers to intangible assets (i) |
(567,905) |
|
— |
|
(567,905) |
|
At June 30, 2021 |
561,283 |
|
28,120 |
|
589,403 |
(i) The amount of transfers also includes a portion of the intangible asset that was reclassified to a financial asset.
10.4 Right-of-use
|
Accounting policy: Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Right-of-use assets are measured at cost comprising the following:
|
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
Consolidated |
|
Parent Company |
|||||||||||||
|
|
Land, buildings and improvements (i) |
|
Machinery, equipment and facilities |
|
Freight cars and locomotives |
|
Software |
|
Vehicles |
|
Port and rail infrastructure |
|
Total |
|
Total |
|
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
94,971 |
|
15,810 |
|
— |
|
— |
|
— |
|
— |
|
110,781 |
|
31,654 |
|
|
Corporate reorganization (Note 1.1) |
282,565 |
|
31,857 |
|
937,268 |
|
87,028 |
|
13,925 |
|
7,440,652 |
|
8,793,295 |
|
11,561 |
|
|
Additions |
13,020 |
|
17,855 |
|
— |
|
— |
|
15,219 |
|
— |
|
46,094 |
|
6,314 |
|
|
Contractual adjustments |
16,500 |
|
383 |
|
— |
|
— |
|
— |
|
93,018 |
|
109,901 |
|
— |
|
|
Disposals |
(1,280) |
|
(2,786) |
|
— |
|
— |
|
— |
|
— |
|
(4,066) |
|
— |
|
|
Transfers |
(230,004) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(230,004) |
|
— |
|
|
Currency translation adjustments |
(1,662) |
|
(19) |
|
— |
|
— |
|
(194) |
|
— |
|
(1,875) |
|
— |
|
|
At June 30, 2021 |
174,110 |
|
63,100 |
|
937,268 |
|
87,028 |
|
28,950 |
|
7,533,670 |
|
8,824,126 |
|
49,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
(19,106) |
|
(7,451) |
|
— |
|
— |
|
— |
|
— |
|
(26,557) |
|
(6,845) |
|
|
Corporate reorganization (Note 1.1) |
(100,177) |
|
(6,759) |
|
(362,498) |
|
(13,252) |
|
(13,618) |
|
(478,741) |
|
(975,045) |
|
(3,131) |
|
|
Additions |
(12,823) |
|
(5,023) |
|
(18,719) |
|
(1,483) |
|
(1,060) |
|
(137,841) |
|
(176,949) |
|
(2,420) |
|
|
Transfers |
77,310 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
77,310 |
|
— |
|
|
Disposals |
731 |
|
2,229 |
|
— |
|
— |
|
— |
|
— |
|
2,960 |
|
— |
|
|
Currency translation adjustments |
432 |
|
(202) |
|
— |
|
— |
|
99 |
|
— |
|
329 |
|
— |
|
|
At June 30, 2021 |
(53,633) |
|
(17,206) |
|
(381,217) |
|
(14,735) |
|
(14,579) |
|
(616,582) |
|
(1,097,952) |
|
(12,396) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
At December 31, 2020 |
75,865 |
|
8,359 |
|
— |
|
— |
|
— |
|
— |
|
84,224 |
|
24,809 |
|
|
At June 30, 2021 |
120,477 |
|
45,894 |
|
556,051 |
|
72,293 |
|
14,371 |
|
6,917,088 |
|
7,726,174 |
|
37,133 |
|
(i) On June 16, 2021, the subsidiary Rumo exercised a purchase option on the Rondonópolis Railway Terminal in the amount of R$184,100 (historical cost), which is being leased to the subsidiary Rumo Malha Norte S.A.
11 Concessions payable and commitments
|
Accounting policy:
Rumo recognizes lease installments included in disputes with the grantor. The initial registration takes place at the amount of the installment at maturity, by transferring the “Leases” account. Subsequently, the values are corrected by Selic. The concessions right is initially recognized with an intangible at cost (see Note 10.2), with cost understood to be the fair value of the service provided plus other direct costs that are directly attributable to the operation. They are then amortized over the duration of the concession. |
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
|
|
June 30, 2021 |
|
Court discussion: |
|
|
Rumo Malha Paulista S.A. |
54,252 |
|
Rumo Malha Oeste S.A. |
1,665,946 |
|
|
1,720,198 |
|
Railroad concession: |
|
|
Rumo Malha Paulista S.A. |
1,167,764 |
|
|
1,167,764 |
|
Payables: |
|
|
Rumo Malha Sul S.A. |
87,260 |
|
Rumo Malha Paulista S.A. |
21,319 |
|
|
108,579 |
|
|
|
|
Total |
2,996,541 |
|
|
|
|
Current |
160,472 |
|
Non-current |
2,836,069 |
Court Discussion:
Rumo Malha Oeste also pleads for the reestablishment of the economic and financial balance, lost due to the cancellation of transportation contracts existing at the time of privatization, configuring changes in the regulatory scenario and conditions established in the Privatization Notice - in addition, the growth forecasts that defined the business value did not materialize. The lawsuit is pending before the Federal Regional Court of the second Region. The amount referring to the Company’s overdue installments was guaranteed by the acquisition of public debt securities (Letras Financeiras do Tesouro) or “LFT.” In March 2008, the Company obtained authorization to replace the guarantee with bank guarantee and in May 2008 the Company redeemed the amounts. In December 2014, a decision was handed down that upheld the lawsuit, recognizing the occurrence of economic and financial imbalance in the contracts. In December 2015, a request for replacement of letters of guarantee presented by the Company with guarantee insurance was granted. An appeal judgment is pending before the Federal Regional Court (Tribunal Regional Federal), or “TRF.” Management, supported by the opinion of its lawyers, assesses the chances of success as probable, but maintains the record of the liability because it is a contractual obligation not yet withdrawn from the Company, and because the amount is still pending.
On July 21, 2020, the Company filed with the Brazilian Transportation Authority (Agência Nacional de Transporte Terrestre), or “ANTT,” a request to qualify for a new bidding process to third parties of the object of the Concession Contract signed between Rumo Malha Oeste and the Brazilian government, through the Ministry of Transport (“Re-bidding Process”), according to Federal Law No. 13,448 of June 5, 2017, and regulated by Decree No. 9,957 of August 7, 2019.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
On May 19, 2021, the subsidiary Rumo signed with the National Land Transport Agency (ANTT), the second amendment to the Concession Contract of Rumo Malha Oeste S.A., with the purpose of establishing the obligations related to the re-bidding, under the terms of the qualification of the undertaking approved by Decree No. 10.633, of February 18, 2021. After conducting technical analyses, ANTT established the conditions for the provision of services by the concessionaire during the term of the amendment, observing the guarantee of the continuity and safety of the rail transport service, until a new bidding process is held. The term of validity of this amendment will be 24 (twenty-four) months, counted from the publication of Decree No. 10.633, of February 18, 2021, subject to extension.
Judicial deposits concerning the above claims totaled R$ 22,119.
Railroad concession payable
As a condition for entering into the renewal amendment for Rumo Malha Paulista, there was a need for the Company to resolve the dispute involving the economic and financial rebalancing of the original contract. To this end, an agreement was signed between Rumo Malha Paulista, Brazilian government and ANTT, in which it was agreed: i) a credit in favor of the Company related to labor liens paid up to 2005; ii) the conversion of existing judicial deposits in favor of the Union; iii) an uncontroversial balance in favor of the Federal Government, divided into eight annual installments adjusted by Selic; iv) a portion of liabilities to be offset against potential credits in favor of the Company, these credits, subject to the assessment to be carried out by a working group involving the parties.
The effects of the offsetting of balances were updated up to the registration date and resulted in a reversal of R$479,563 (R$348,319 in other expenses and R$131,243 in the financial result). As a result of the agreement, suspensions of the proceedings for return lawsuits filed by Rumo against the Brazilian government were required to determine labor claims that were not part of the agreement (from 2005) and which will be the subject of an investigation to be carried out by working group involving the parties. In parallel, the parties will submit a request for judicial approval of the agreement in the records of the economic and financial rebalancing action of the contract.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
Leases and grants under IFRS16 (Note 5.8)
|
|
June 30, 2021 |
|
Leases: |
|
|
Rumo Malha Sul S.A. |
571,018 |
|
Rumo Malha Paulista S.A. |
455,216 |
|
Rumo Malha Oeste S.A. |
230,573 |
|
Elevações Portuárias S.A. |
98,155 |
|
Portofer Ltda. |
15,465 |
|
|
1,370,427 |
|
|
|
|
Grants: |
|
|
Rumo Malha Paulista S.A. |
560,466 |
|
Malha Central S.A. |
517,741 |
|
|
1,078,207 |
|
|
|
|
Total |
2,448,634 |
|
|
|
|
Current |
254,515 |
|
Non-current |
2,194,119 |
Commitments
The sub-concession contracts to which the Rumo, through its subsidiaries, is a party, often include commitments to execute investments with certain characteristics during the term of the contract. We can highlight: The renewal addendum to the concession of Rumo Malha Paulista, which foresees the execution long with the concession of a set of investment projects to increase capacity and reduce urban conflicts, estimated by the agency at R$6,100,000 (value updated until December 2017). Of this amount, around R$3,000,000 comprise the obligations, whose physical execution was 8%.
The Rumo Malha Central sub-concession contract provides for investments with a fixed term (one to three years from the signing of the contract), estimated by ANTT at R$645,573. As of December 31, 2021, the physical execution of the obligation book projects was 75%.
The port elevation concession and lease agreement provide for investments aimed at improving and modernizing the facilities and equipment allocated therein, estimated in the amount of R$340,000. As of June 30, 2021, the subsidiary had made investments at a cost of R$270,629.
Notes to the interim financial statements
(In thousands of Brazilian Reais - R$)
12 Other taxes payable
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
June 30, 2021 |
|
December 31, 2020 |
|
Tax amnesty and refinancing program |
|
193,091 |
|
193,352 |
|
201,691 |
|
199,587 |
|
ICMS – State VAT |
|
— |
|
— |
|
230,813 |
|
182,227 |
|
COFINS – Revenue tax |
|
31,937 |
|
44,428 |
|
71,697 |
|
62,801 |
|
PIS – Revenue tax |
|
10,494 |
|
12,581 |
|
16,618 |
|
16,264 |
|
INSS – Social security |
|
18,394 |
|
15,085 |
|
29,414 |
|
19,026 |
|
Withholding income tax |
|
— |
|
— |
|
5,505 |
|
5,915 |
|
Other |
|
764 |
|
1,155 |
|
17,317 |
|
28,151 |
|
|
|
254,680 |
|
266,601 |
|
573,055 |
|
513,971 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
114,039 |
|
125,368 |
|
425,108 |
|
367,076 |
|
Non-current |
|
140,641 |
|
141,233 |
|
147,947 |
|
146,895 |
|
|
|
254,680 |
|
266,601 |
|
573,055 |
|
513,971 |
13 Income tax and social contribution
a) Reconciliation of income and social contribution tax expenses
|
|
|
Parent Company |
||||||
|
|
|
April 1, 2021 to June 30, 2021 |
|
January 1, 2021 to June 30, 2021 |
|
April 1, 2020 to June 30, 2020 |
|
January 1, 2020 to June 30, 2020 |
|
Profit before taxes |
|
1,009,989 |
|
1,531,721 |
|
(186,702) |
|
(237,414) |
|
Income tax and social contribution nominal rate (34%) |
|
(343,396) |
|
(520,785) |
|
63,479 |
|
80,721 |
|
|
|
|
|
|
|
|
|
|
|
Adjustments to determine the effective rate |
|
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) |
|
279,374 |
|
585,176 |
|
|||