Cosan S.A. ADS

Good morning everyone and thank you for waiting. Welcome to COSAN's first quarter 2025 earnings release conference call. Simultaneous translation will be available during the session by clicking on the interpretation button at the bottom of the screen and choosing your preferred language, Portuguese or English. If you are listening to the conference call in English, you have the option to mute the original audio in Portuguese by clicking on Mute Original Audio. The video conference is being recorded and will be available on the company's IR website at .com.br. During the company's presentation participants will be on a listen-only mode. The question and answer session will begin once the presentation is concluded. Please note that the information contained in this presentation and in statements that may be made during the conference call regarding COSAN's business prospects, projections and operating and financial goals constitute the beliefs and assumptions of the company's management, as well as information currently available. Forward-looking considerations are not a guarantee of performance. They involve risks, uncertainties and assumptions, as they refer to future events and therefore depend on circumstances that may or may not materialize. Investors should bear in mind that overall economic circumstances, market conditions and other operating factors may affect COSAN's future performance and lead to results that differ materially from those expressed in -forward-looking statements. I will now turn it over to Mr. Rodrigo Araujo.

Hello everyone, thank you for joining our earnings call for the first quarter of 2025, going through our usual disclaimers here. So for our next slide, we start with the highlights for the quarter. We had a quarter with around 5 billion reais of EBITDA under management. It's the first quarter after the divestment of the value stake that we have. So these results are excluding the results of value for 2025. We also had a net loss of 1.8 billion reais. This quarter was marked also by a relevant reduction in our net debt, mainly coming from the divestment of the value stake in the beginning of January this year. So close in the quarter with 17.5 billion reais of net debt. In terms of dividends received, we had relevant dividends coming from Compass in the form of capital reduction. So we had a relevant shoulder distribution from Compass, just reinforcing the thesis of a very strong cash generator and a company that's able to navigate its growth cycle while distributing relevantly part of its results to its shareholders. In terms of our interest coverage ratio, we had 1.2 times this quarter and it's of course positively affected by the distribution coming from Compass. So this also is a relevant impact in the first quarter of 2025. And also in terms of our LTIF and safety ratings, we continue our safety journey and of course we have safety as a non-negotiable value in the portfolio. Unfortunately, we have fatalities in the operating companies in this quarter, but we continue to be very diligent and strongly committed to having zero accidents in the portfolio and to have the highest safety standards in our operations. So going to the next slide, looking a little bit more into the operational performance of the operating companies. We had a quarter of lower volumes at Momo. Of course, that was mainly impacted by a certain delay in the crop season. So we expect we continue to be constructive in terms of the company meeting its guidance for the year, but it's going to be a year that will be more concentrated towards the second half of the year. And of course, the operational efficiency and the ability to execute Homo's operation will be quite relevant for the next coming quarter so that we are able to meet the guidance for the year. But it's also relevant to highlight that we had an increase in the average tariff for Homo, which reinforces our understanding that the competitiveness of the railway in terms of the logistics solution to train exports in Brazil continue to be quite relevant. In compas, we had the partner with an increase in natural gas volumes. So this, of course, it's part of the strategy that we had the position of compa gas as well. So we continue to have increasing in distributed volumes. It's also relevant to highlight the fact that we had better margins this quarter coming from a better mix from the residential segment, mainly the increase of residential sales in the state of São Paulo. And also it's relevant to highlight what's the deployment of the strategy of EDGE, our marketing and services company. And we continue to not only access the non-regulated gas market in Brazil, where we're able to directly assess the industrial consumers and increase our footprint in that market, but also the optimization of LNG cargoes that we are basically using the regas terminal to do. Arbitrage operations in the LNG market, which is an important part of the thesis and the strategy that's showing to be quite successful in compas. In move, the quarter was significantly impacted by the fire that we had in the industrial complex in February. The company's strongly focused on getting back to its operational results and finding alternative production solutions to deliver the volumes and the expected results. But of course, the first quarter was significantly impacted by the fire that happened in February. In Hadar, we had not only an increase in its EBITDA coming from the lease agreement, but also we had a sale of land in the first quarter. And it's relevant to highlight that we continue to sell part of the portfolio and we continue to be able to deliver the transactions above the land appraisal. So basically we reinforced the value of the portfolio through the sales that are already ongoing. And finally, Hiaizen had a tough quarter in terms of volumes, mainly in the sugar operations and also lower results in terms of trading as well in this quarter impacting negatively the quarterly results. Moving on to liability management, we had a very active quarter, mostly coming from the divestment from the ballast stakes. Overall, this quarter we raised somewhere around 11.5 billion reais, apart from the divestment of the ballast stake and apart from the venture that we issued in the Brazilian capital market as well. And the use of proceeds were mainly to fully take out the 27 bonds that were outstanding and we also partially redeemed the 29, 30 and 31. We also fully redeemed the first series of the ventures in Brazil and also partially redeemed the 56th series of the ventures in Brazil. So this was a very active quarter in terms of liability management. I think it's relevant to highlight that we were able to do that, reducing costs and improving the maturity of the debt profile as well. So this is also quite relevant to highlight. In our next slide, we see that we ended up the quarter with 21.7 billion reais of gross debt, which translated into 17.5 billion reais net debt. You can see that we're carrying liquidity and of course in this uncertain times that we see with a lot of market volatilities is relevant to have additional liquidity. As I've highlighted before, our interest coverage is 1.2 times for the quarter, a little bit higher than last quarter, but it was affected by the distribution that came from Compass, the squad. So it's important to highlight that we had additional dividends coming from Compass impacting this number. In terms of the amortization schedule, on the lower part of the chart you can see that we have no amortizations until 28. And of course we did a lot of liability management on other parts of the curve. So we finished with an average duration of 6.4 years and an average cost that came down from CDI plus 1.4 to CDI plus 91 bips. So next slide, we look at the cash flows for the quarter. Of course, the most relevant figure here is the is the divestment from the value stake, as I've mentioned. We also raised additional debentures in the domestic market and the use of those proceeds were mainly to pay down debt. And also to redeem part of the non-controlling interest of the preferred shares that we had in Cozan 9, the company that has the stake in Hiaz, so we partially redeemed the preferred shares in Cozan 9 as part of our capital structure strategy. So this is a little bit of what we had for the quarter. Thank you once again for joining us and please let's move on to our Q&A session. Thank you.

We will now begin the Q&A session with Mr. Marcelo Martins, Mr. Rodrigo Araujo and Mr. Fernando Tunel. To ask questions, please click on the raise hand icon at the bottom of the screen to join the queue. When your name is announced, a prompt to activate your microphone will appear on the screen. Please unmute your microphone and proceed with your question. We kindly request that attendees limit their questions to two, please. If you are listening to the conference in English, please ask your questions in writing by clicking on the Q&A button. Our first question is from Gabriel Barra from Citibank. We will now unmute your microphone. Please go ahead, Mr. Barra. Hello, thank you for taking my questions. Hi Marcelo, hi Rodrigo, hi Tunel. I have a couple of questions, please. The first one is about the capital structure and short-term divestments. Obviously that is the main topic at the company, that migration of the debt value to equity and maybe considering lower interest rates. Maybe there are a lot of questions about that. So could you give us an update on the divestment process and what we can expect in the short term? What are the main elements we should be looking at this year? Second question, since Move is one of the few companies that don't hold a conference call, I think it would be interesting to discuss their thesis. It's been a tougher quarter, as Rodrigo said, because of the fire. Could you talk about your strategy for Move? First, as far as I understand it, and this is something to be discussed, what should we be looking at and what should be your priorities now that the plant is being rebuilt? Is it market share or is it margins? There's a supply issue that you need to address, so what kind of a timeline are we talking about to solve that problem? So if you could give us a bit more color on Move, that would be great. Thank you. Great. Good morning, Bara, and thanks for the questions. I'll start with your second question about Move and then we can talk about the capital structure. So after the fire, the company has been able to react quite quickly. And it's been impressive how fast it found alternatives. You're absolutely right. The company is focusing a lot more on volumes than margin. The supply chain won't necessarily be the same in the future. It's much more to meet our client needs. So that is the focus. The company has the capacity mapped. It's 100% in terms of alternatives. It is executing and taking all the required measures, whether it be through certifications for the clients or setting up plants. It is doing everything that is required in terms of facilities that will act as an alternative. That was already part of the company's plans to do some risk management and take away some operations from the Rio de Janeiro plant. We acquired a grease plant and there was a plan to migrate that to outside the Rio de Janeiro plant, so that might happen a bit faster. Every month, I mean this quarter there was the fire, but April was better than March. There's a clear catch up when it comes to results. The company is coming back. So that's where we are in terms of the operation. The company does have an insurance strategy. There's a lot of discussions going on around the insurance at the same time. These are longer discussions to be had, but they are happening at the same time. In terms of a future strategy, very little will change when it comes to the company's strategy. As you know, it's been focusing on an international rollout. Obviously now the company focus is much more on what's happening now rather than any kind of rollout. It's delayed that slightly, but obviously in the short term the focus will be getting back to our capacity as soon as possible. In terms of the plant in Rio, at the end of this process, and obviously there's a learning curve, every month we are discovering new things, seeing new things. The future of the Rio de Janeiro plant in terms of setup will be completely different when it comes to fires. Part of the production that makes sense, going somewhere else, will go somewhere else. The vocation of the Rio de Janeiro plant is for large-scale products. So this plant will tend to focus on large scale. Anything that is special or smaller will tend to migrate to other facilities. We still don't have a reconstruction process going on, because obviously the company is looking at MOVES facilities. They're looking at what will be migrating to outside the Rio de Janeiro. So that's it in broad terms. About your first question in terms of the capital structure, there are lots of ongoing alternatives, nothing concrete to share right now, obviously. But in terms of a sense of urgency, nothing's changed. It's very clear to us that the divestment and the value divestment is part of what we need to do. It's very clear to us that we still have to raise funds and there are many alternatives to do that. It's a long journey and at the end of this journey, we'll make sure that we don't land on a worse portfolio. So we're being very careful coming up with alternatives. Obviously, we have plans A, B and C to make sure that we come out with a better capital structure. Obviously, we need to reduce leverage, but obviously we don't want to do that and end up with a worse portfolio. So it's not a simple balance to strike. We need to do both things, but we are pragmatic enough to know that we have successful initiatives and those that aren't successful, we have other alternatives. So just to complement to what Rodrigo is saying, first of all, we are fully focused on adjusting Khozan's capital structure. Obviously, at the same time, we are monitoring closely the divestment initiatives at Rheizen and on our side, we are directly involved in seeking solutions that go beyond that divestment. And that's a key priority for us. So we have some ongoing initiatives and advanced discussions to be able to execute on them. We won't go into detail because it will be speculation about a work in progress. But what I can guarantee is that we have made a lot of progress compared to a while back when we sold Vali. We have great alternatives in terms of execution and we are very optimistic that we will be able to address that quickly. We have a clear strategy. We need to improve Khozan's capital structure. At the same time, we need to adjust Rheizen's capital structure so that we can, as Rodrigo said, keep a well-balanced portfolio. And people might ask, oh, are you considering selling a considerable stake at Compass or Rumo? No, we're not considering that. That would not be the best way forward for us. We are considering other options that go beyond that specific option. So I want to make that very clear. Right now, we are executing things. Thank you, Bara. Thank you, Marcelo. Thank you, Rodrigo. That was very clear. The next question is from Isabella Simonato from Bank of America. We will now unmute your mic. Please go ahead, Ms. Simonato. Good morning, Rodrigo. Good morning, Marcelo. Thank you for giving me a chance to ask questions. I have a couple. The first one, Marcelo, your strategy and your focus are very clear. And you mentioned Rheizen. You said that you are monitoring what's going on there very closely. So I'd like to hear from you a bit more on how you see the company's recent performance and their operating prospects for fiscal year 26, which doesn't look like will be an easy year in terms of the circumstances in the sector. So as shareholders, how are you seeing Rheizen's progress? And Rodrigo, about the liability management, as you said, you have been very active. You've been working on changing the debt profile. Is that what we'll continue to see looking forward? And more specifically about the from that structure. Thank you. Hi, Isa. Thanks for the question. Well, first of all, about Rheizen, the good news about Rheizen is the level of awareness and practical initiatives to make the required changes and the speed with which these changes are being implemented. They're being very realistic about the circumstances in the sector. There was a shareholders meeting with Shell in London this week. And so to us and to Shell, it's very clear that once this rebalancing stage is over in the capital structure, the company has not only excellent prospects, but it's very clear that they will be focusing on core business at high levels of efficiency and focusing on returns. Obviously, we need to consider substantial divestments. Those divestments will also include energy. So reducing our crushing capacity in a portfolio's plants. There's also a high level of interest. Obviously, we're not talking about an umbrella mandate, selling all the assets. That's not the case. But in the execution strategy, there's a great structure. And we're very clearly optimistic when it comes to the volume of divestments and the impact that we'll have on the company's deleveraging. That will not be the only solution. We are considering other alternatives. I won't go into any detail because it's all work in progress. But as Rheizen has stated during their earnings call, all options are on the table. So I can speak for myself and for the company as well. We're very pragmatic, highly focused. So they'll be looking at the divestments, the energy assets, as well as the distribution business. And the shareholders' role will be to look at what's under our responsibility and the capital structure of Rheizen itself. So these are so to your second question. In terms of what we needed to do and using the proceeds from our divestment at Vale, we've done quite a lot. You saw that in the first quarter, obviously. Right now, there's more uncertainty and there are divestment alternatives and other options in the capital structure. So we'll carry more liquidity. But in terms of changing that profile, we'll always be looking at opportunities to access the market and to improve the structure. We're very cost sensitive. I'm sure you saw that we've been able to extend the duration and there have been some positive windows. At the end of last year, there was a great spread window in the Brazilian market. And this goes for Cozon. We're not just sitting and waiting. The company is very sensitive when it comes to the preferred shares numbers, but we're not counting on that. And about the preferred shares, it's something we are continuously monitoring. There are variabilities whether it's going to pay out dividends or not. There is a differentiation in terms of fiscal losses. So we're monitoring the efficiency of the structure the whole time. And obviously, we can address that at any time, depending on the variability and fiscal issues. In terms of cost priority, it's not the first alternative, but we are looking at it. Thank you for the question. Thank you. Thanks. The next question is from Matheus. Please go ahead, Matheus. Thank you. Good morning, Marcelo, Rodrigo, and Tenel. Thanks for all the clear answers so far. My first question is about the interest cover ratio and its impact. What I have been seeing as a consensus, and according to our maths, obviously we could be wrong, but it sounds to me like in the second quarter, Cozon will be very close or below one time in terms of interest cover ratio, given the concentration of dividends we had in the last quarter. And maybe this ratio will only improve in 26 rather than in 25. My question has to do with Bara's question in terms of sense of urgency. Will that trigger any covenants? Are you discussing anything like that? Is there a sense of urgency in the second quarter? So that's my first question. Will that be a trigger for the company? And the second question is also along the same lines, but about the cash need and the structure of the preferred shares. Compass's capital structure is clear, but considering the 25% of the compass's dividends being paid out to preferred shareholders looking forward, and at Cozon 9, if I got it right, there was a dividend payout to the preferred shares, but it wasn't followed up by a dividend paid out to the holding company. So what about the cash needs at the hold co-level? Will you have to add some money to the structure to pay out dividends to the preferred shareholders and the lack of visibility in terms of Ryesian's dividends in the short term? So those are my two questions. Thank you. Thanks for the question, Matheus. I'll start with the interest cover ratio. It won't be a trigger for Covenant. It has to do with a healthier capital structure for the company. You're right, organically speaking, the cover ratio will tend to drop, and as I mentioned, the additional dividends will be paid out only in the first quarter. So as it will go down over time, and that is one of the that's why we're discussing alternatives to decrease that. The sense of urgency has to do with having a more well-balanced structure than anything to do with Covenant's regarding liquidity. To your second point about preferred shares, those are two different things. Obviously, given the structure model, preferred shareholders will have a preference, you're right, but there is no it's not obligatory to pay out those dividends. What happens is that over time when there's no dividend paid out and the fiscal side is different, then we have to monitor to make sure that the structure is not more costly than other structures, capital structures at the company. In terms of the service at Compax, it will depend on the level of payments by the company looking forward. You're right in terms of preferred shareholders having the priority, but what happens looking forward will depend on the company. That's the context. Thank you for your question. Thank you. The next question is from Guilherme Martins from Goldman Sachs. We will now unmute your mic so you can ask your question. Please go ahead Mr. Martins. Thank you. Hi Marcelo, hi Rodrigo, hi Tanel. Good morning and thank you for taking my question. It's a follow-up to Matteo's question. Obviously, the company is going to have to divest more to get to a healthier situation or closer to the 5.2 times as you said, which will be healthier. So if there are no more divestments as of now, what would be a potential DSR in terms of interest cover ratio by the end of the year? Thank you for the question, Guilherme. Well, we haven't disclosed the guidance on that, but as I said, it should drop along the year. It should be lower than now. It also depends on the performance of the companies in the portfolio. Obviously, we'll be working throughout the year to see how that's going to pan out, but you're right. So it's an important chapter and we're definitely working to make sure that we execute on something this year. We're not working with a scenario where we will not be executing on that this year. Thank you for your question. Thanks, Rodrigo. The next question is from Lucas Ferreira from JP Morgan. Please go ahead, Lucas. Good morning. I have a couple of follow-up questions about what you've discussed earlier. Rodrigo, could you talk about move? What are you expecting in terms of CAPEX for the next one to two years considering the fire you mentioned looking for alternatives to either the Governador? And I have another question about COSAN 9. Is there a clause? What might happen if there's a capital increase at Ryerson? Will that trigger any advances? What might happen to COSAN 9 if there's a different structure at Ryerson or capital increase or anything that might happen in the future? Thank you, Lucas, for the question. Well, about move and CAPEX, right now we don't have a CAPEX estimate because, as I said, we're working on things that will be migrated in the company's facilities. Given the current scenario, we are using a mix of companies' facilities. They are third-party facilities but are part of that. We don't have a CAPEX estimate for the time being. We have considered something marginal, especially in terms of adjustments and setups, but we don't have an estimate. As I said, the company has an insurance, has its own insurance, so the expectation for the CAPEX, whatever it might be for the plant, a large part of it will be covered by the insurance. To your second point about COSAN 9, there is no specific clause but obviously a lot will depend on what happens next. So, the structure, there will have to be a renegotiation because COSAN 9's structure may not make sense anymore. It might be impacted. There's nothing happening at the moment but depending on the company's capital structure, there may be a need for reduction but nothing major. The partial redemption that took place this year is something relatively simple to do. It shouldn't lead to an impact of a discussion at Raisen. Thank you. Thanks. The next question is from Regis Cardoso from XP. We'll now unmute your mic so you can ask your question. Please go ahead, Mr. Cardoso. Good morning, Marcelo, Rodrigo, NTNL, and thank you for taking my questions. A couple of follow-up questions about the capital structure. Rodrigo mentioned that you have to reduce the absolute debt level. So, what are we talking about at the end of the day? Are you planning on bringing the whole code debt level to zero and considering that the preferred debt might not have the same fiscal effect as the tax shield? What would be your target? Is it 10 billion, zero, 15, in terms of the preferred shares? Rodrigo talked about variable rates. What kind of variability are we talking about? Is there a tax efficiency effect when the redemption value is over the initial value? Is that something we should be monitoring? If you'll allow me a few more questions. Do you have any idea about moves timeline? Can it be measured in weeks, months, or years? Just so we know what to expect. Thank you. Thanks for the questions. As for moves timeline, not for the reconstruction capex, but by the end of this year, we expect to be in a much better position, not only in terms of production capacity, but in terms of a clearer strategy and executing on the capex. There's also the insurance, as I mentioned. So, I don't see that as a risk. I was talking about the rates step up. So, there are points in time when there are rates step ups, and at the current cost level, that begins to not be competitive. I'm talking not just about Cozen 9, but Cozen 10. At the average cost we have right now, it will be more expensive than the average cost, so it will be less compelling. So, I'm not saying that it's not going to be convincing to your point about the results and the balance that is over the original amount. The important point is it has a lot more to do with the company results than the dividends itself. So, the destination, it going to the preferred shareholders has to do with that income. I mean, the fact that it's over the original value isn't a risk to the company. And about the capital structure, we did mention that in the last call, we're aiming to execute that in the next month or two for the short term. We should have a healthier structure, and in the long term, it should be zero. I don't want to exaggerate, but that's the midterm. 1.5 is what we're looking at. We'll be in a better position and will allow us to navigate that challenging scenario where there are higher interest rates. Thanks for the question. Let me just jump in. What we want is for Cozen, the hold call, has a structural debt level closer to zero. I don't know if we'll get to zero, but the hold call's dependence on a growing dividend cycle of the operating companies should not take place. So, we need to give freedom so these companies can grow, so they can implement their strategies. And our focus has been already. And once we can focus again, we'll be through the controlled companies. So, our objective is to not have any new lines of business or any substantial acquisitions done through Cozen. That's a moot point, and that's what will allow us to have low structural debt levels so that we can continue to manage our portfolio efficiently. Thank you, Marcelo. Thank you, Rodrigo. The next question is from Gustavo Sadka from Radisco BBI. We'll now unmute your mic so that you can ask your question. Please go ahead, Mr. Sadka. Thank you. Hi, Marcelo. Hi, Rodrigo. Hi, Tineu. You've addressed most questions. I have a question about radar. Right now, given the current interest rates, considering a CDI investment, it looks like it's more favorable to sell land, given the company's leverage. Will you be ramping up land sales? And what can we expect in terms of those sales? Thank you. Hi, Gustavo. Thank you for the question. Yes, that's already happening in practice. About to your point about the target. We don't have a set target for that, but in addition to the yield, we have been selling this land above our portfolio appraisal. In the last few years, we've captured significant value, especially the bumper crop. And you're right. We're below the SPS, but that's been happening for a while without a guidance for that. Thank you for the question. Thank you, Rodrigo. The Q&A session is now concluded. I will now turn over to Mr. Martins for his closing remarks. In my closing remarks, I'd like to focus on Ryerson, please. I think we have made great progress in the last few months. We're very, very happy with the measures that have been implemented by the new management, by their focus and a very clear view about the future of the company, as well as the divestment plan that is being put in place right now. We do have a very feasible plan, and it's the right size to be able to adjust the capital structure. And we are highly confident on the company's ability to deliver excellent results and to focus completely on the company's core business. And I'm speaking for myself, and I am also speaking for Shell. Even though this has been a very tough quarter, I think once again, it does show how serious and how engaged the company's management are to take the necessary measures, to make the necessary adjustments, and to communicate that clearly to the market. And our role, everything that goes beyond the company's divestment plan, and it's very clear to us and to Shell, we're working very closely with them. We are in agreement with what we need to make in terms of adjustments to our capital structure, and we're working together and highly focused on that. So, thank you all for joining us on this call, and we'll see you soon.