Cosan S.A. (CSAN3) Earnings Call Transcript & Summary

Good morning, everyone. Thank you for waiting, and welcome to Cosan's Fourth Quarter and 2023's unaudited information video conference call. [Operator Instructions] This video conference is being recorded, and it will be available at the website of the company, cosan.com.br Investor Relations. [Operator Instructions] Good morning, everyone. Thank you for waiting, and welcome to Cosan's Fourth Quarter and 2023's unaudited information video conference call. [Operator Instructions] This video conference is being recorded, and it will be available at the website of the company, cosan.com.br Investor Relations. [Operator Instructions] 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 statements 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 occur. Investors must understand that overall economic conditions, market conditions and other operating factors may affect Cosan's future performance and lead to results that differ materially from those expressed in such forward-looking statements. I will now turn it over to Mr. Rodrigo Araujo.

Hello, everyone. Welcome to Cosan's earnings call for the fourth quarter of 2023. I'm very glad to have you here with us today, my first call as Cosan's CFO. And I'd like to start talking about the material fact that we disclosed earlier this week on the 25th. As you probably remember, back in December '23, we achieved significant influence in our investment in Vale. And therefore, [indiscernible] ceased to be independent for audit purposes and therefore, Cosan engaged BDO to audit its annual financial statements. BDO started the audit work in January 2024. So despite all the efforts made not only by the company, but also by its independent auditors, we were not able to meet the regulatory deadlines in Brazil. The good news is that on the 27th, we had an important portion of the portfolio being disclosed. So we have audited financial statements for Rumo, Compass and Radar. Also on February 8, Raízen disclosed its quarterly financial statements reviewed by EY. So even though the numbers that we're going to discuss today are unaudited numbers, there's an important portion of those numbers that have been audited. We are, of course, focused on delivering the audited financial statements in the shortest time possible. We still need to have the audit work performed for Moove for Raízen for equity metric purposes and for Cosan itself. And -- but given the fact that we have a portion of the portfolio already audited, we don't expect material changes between information that we're going to discuss today and the final audited numbers. Looking at the highlights for 2023, you can see that we had an important improvement in EBITDA under management, consistent growth in all the businesses of the portfolio. Also, when we look at the net income of the year, it's flat when we compare year-on-year, but we have an important positive impact on Q4 '23. We settled a tax dispute in Brazil in very favorable terms for the company and reverted part of a provision that was recognized during the year related to the tax dispute, and also, if you remember back on Q4 '22, we had an important appreciation of Vale's share that impacted positively the results. So even though it's flat year-on-year, we come from a strong base back in 2022. Looking at our leverage, a slight increase on Q4, almost flat compared to Q3, 1.8x net debt to EBITDA compared to 1.7% on the prior quarter. Also, it's relevant to highlight the dividends received by Cosan. If you look at our annual results, we received BRL 3.5 billion in dividends, excluding the dividends are used to support the collar financial structure that we developed to acquire our share in Vale and the dividends that we paid to preferred shareholders, we reached the BRL 2.1 billion net dividends that you see on this chart here. And also, it's relevant to highlight that we're going to start talking more and more about interest coverage, basically looking at the dividends that we receive at the holdco level compared to the cash cost, the interest cash cost at the holdco level as well. And we finish '23 on time interest coverage, but the prospects are favorable, not only because we expect to improved the level of dividends from the portfolio as the CapEx cycle of the company is concluded, and we reap the benefits of the investments that we're making, but also given the fact that we are going through an important interest rate reduction cycle in Brazil that is going to reduce the interest cash cost of Cosan's debt. Looking at our ESG highlights. First of all, I'd like to invite you to look at our integrated report that we're going to disclose in a couple of weeks. And also, I'll start with Safety, HSE of course, safety is a quite important value for us. And you see that the -- our metric in terms of recordable injuries has improved in 2023 when we compare to 2022 from 0.3% to 0.2%. We have an ambition of 0 fatalities. But unfortunately, in 2023, we had 1 fatality in the portfolio, but we're focused on continually improving our safety metrics and reducing the operational risks of our operations. Looking at the ratings and indexes. We highlight the MSCI where the company was rated AA. We also had a positive mention in the sustainability yearbook of S&P Global. We have also achieved important acknowledgments in terms of diversity. The female leadership on Cosan's Board of Directors and also evolving in terms of diversity overall across the portfolio. Also in terms of climate change in the next couple of weeks, we expect to report our first report aligned to the recommendations of the TCFD. So I invite you to look at our climate change report as well. Going through the highlights of the businesses. We had record sugarcane crush in Raízen. We also have an important improvement in terms of agricultural yields. As you know, we're investing relevantly on improving the sugarcane productivity. So already reaching the first benefits. Fuel distribution margins in Brazil were healthier, returning to a certain degree of normality. We had a positive impact from sugarcane prices, from sugar prices, but a headwind coming from ethanol prices in Brazil. And also, we highlight the startup of the production of our second E2G plant, Bonfim that we expect to see ramping up on the course of 2024. Rumo, we had record volumes transported and also an important improvement in terms of tariffs, reinforcing not only Rumo's competitiveness, but also its importance as logistics support for the agribusiness in Brazil. We have been advancing in our Lucas do Rio Verde project that connects home or closer to the core of the agribusiness in Brazil, and we expect to see positive results coming from that in the future. In Compass, we had a record level of new customers. It was a year where margins expanded, but volumes were challenging, especially given the industrial segment decrease and also the vehicle natural gas in Brazil. We also had the startup of the operations of Edge, our marketing and services company, selling the first LNG cargoes and showing the importance of our LNG terminal in terms of optionalities and business improvements that it brings to the portfolio. And we also had the important advancements in terms of our JV for biomethane. In Moove, we not only expanded sales but also focused on higher margins, Moove's sales force is continually focused on improving margins for the lubricant business, and we have very important results from 2023. Moove's also advancing on its international footprint, not only by the integration of PetroChoice that we acquired back in 2022, but also continue to improve its global footprint overall. In our land business, Radar, we concluded the JV with Nuveen. Now we're responsible to manage the entire land portfolio, even though we have around 30% of the portfolio. We're managing the entirety. And also, given the positive year in terms of agricultural commodities in Brazil, we had an important appreciation of the fair market value of the land that was recognized on Q4 2023. Finally, with respect to Vale, we continue with around 5% stake. We sold about 0.2% of our stake back in December 2023. But the most important here is to highlight that we almost concluded the unwinding of the collar structure. We unwound a relevant portion of the collarized part of the investment. Now we have 4.1% direct stake in Vale. And two relevant aspects come from that, not only accessing more dividends from Vale, but also improving the amortization profile of Cosan's debt given that the collar was structured with a 2.5-year duration, and we replace that with longer-term bonds, part of the bond issuance that we had in the beginning of 2024. On '23, we had around BRL 1.3 billion in dividends coming from Vale, but an important portion of that was used to fund the collar structure. So on '24, we expect to have access -- virtually full access to the dividends. And also, as I mentioned in the beginning, starting from December 2023, we will recognize our investment in Vale as an equity pickup. So using equity method to recognize our investment in Vale. Looking at the EBITDA under management. As I mentioned, we had improvements in all the businesses in the portfolio. Overall, Q4 '23 on Q4 '22, 44% increase with the highlights that I've already mentioned. In terms of debt profile, you can see the debt amortization schedule as of February 2024 in the lower part of the chart, you see that back in 2023, December '23, we had installments, amortization installments from the collar structure that occurred in '24, '25 and '26. And as you see, we have unwound the collar. And with the bond issuance of the beginning of 2024, we've improved substantially the amortization profile. This is quite important for us, especially because we adjust the company's amortization profile and the capital structure for the CapEx cycle that is ongoing. We have relevant companies in portfolio like Raízen and Rumo going through a relevant CapEx cycle. So we adjust our capital structure to support the businesses and navigate properly the CapEx cycle. In terms of leverage, I've already mentioned, virtually flat 1.7x on Q3 to 1.8x net debt to EBITDA on Q4. Finally, talking about our cash movement on year. Most of those aspects here, I've already mentioned, dividend received, the sale of 0.2% of our Vale stake debt issuances and amortization. So back to back, you see that the cash level goes from BRL 2.4 billion to BRL 3.7 billion, a healthy level of liquidity for the company. So here, I conclude my presentation. I invite you guys to join us for the Q&A session. Thank you for joining us today. Alongside with myself for the Q&A session, we also have Nelson, our CEO; and Marcelo Martins, our VP of Strategy. Thank you for being with us today, and let's move on to our Q&A session. Thank you.

[Operator Instructions] Our first question is from Thiago Duarte sell-side BTG.

[Interpreted] Thank you. Good morning, everyone. Nelson, Marcelo, Rodrigo, pleasure to talk to you. I have a couple of questions about the operation of some of the subsidiaries at Compass. Considering the guidance for EBITDA and CapEx, I don't know how much information you can give us. But if you could give us some granularity of -- how much is implicit in your EBITDA and CapEx for '24? The marketing and services and gas distribution contributions? That would be very helpful if we can break down those 2 segments from what's implicit in the guidance. Now as for Radar and in light of this new appraisal, you've recognized in your results and after a very strong land appreciation -- price appreciation cycle. Could you maybe talk about opportunities for monetization of part of that portfolio? Now that the price of a large number of agricultural commodities has settled, and you've done very well in that process of capturing these market timing opportunities in agricultural land in the past. So will there be some kind of rotation, more active rotation in your in Land portfolio this year? And if I might ask a third question, please. You've shown us the received dividend coverage and the debt at a holding level, it's clear to see that, that number gradually decreased in the past and dropped in the fourth quarter. So where do you see this number going looking forward? What would be a comfortable level now as portfolio managers and looking at the holding from that perspective? What would be a good level for that number to stabilize in the midterm?

[Interpreted] Thiago, this is Nelson. Thank you for your questions. I'll answer the first two, and then I'll turn it over to Rodrigo to talk about the holding indebtedness. So let's start with Compass. You mentioned the guidance for EBITDA and CapEx. So, which is attributed to Edge, marketing and services and which is attributed to distribution? We don't break it down in the guidance, but it's important to remember that historically, we have wanted to diversify Compass' portfolio and to continue to attract more value generation outside the regulated environment, and that's exactly what we're doing. So what I can say to you when it comes to the guidance, both for CapEx and EBITDA is that, most of it is still focused on distribution, but over time, that tends to gradually decrease. Our EBITDA, if we look at our 2024 EBITDA is roughly 75% to 80% related to distribution, and the CapEx is slightly less, maybe 60% to 70% of that has to do with distribution because obviously, the Marketing and Services business still has a growth journey to go through in 2024, not only to do with the end of the TRSP execution but also to do with the beginning of the construction of our Biomethane plant. So that's Compass. Now as for Radar, our Land portfolio that recycling of our land portfolio is perfectly natural, and that's what's been happening. So we have naturally been buying and selling farms when we believe prices have appreciated up to the point that we think is ideal. There's nothing substantial in sight to be done in that regard. But our everyday land buying and selling business will continue its regular pace following what we've always done. In Radar's portfolio management. I'll turn it over to Rodrigo to talk about the debt now. Thank you, Thiago, for the question.

[Interpreted] About interest coverage, a couple of points. You talked about what happened along the year. That's natural. It will always happen. Interest rate and dividend fluctuates over the year, considering our LTM. We don't really have a formal target, but anything between 1.5x and 2x is what we consider to be healthy. We don't have a set target, and we will continue to revisit that. So you can expect us to talk more about that and to give you more details. Thank you for the question.

Our next question is from Monique Greco, sell-side, Itaú.

[Interpreted] Hi, everyone, and thank you for the opportunity to ask your questions. I'll start with a question to Nelson, please. Since he's here with us in this video conference call. Nelson, how do you see the holding portfolio looking forward? In the past, throughout the year after acquiring a stake in Vale at the events and conferences, we used to attend with Luis. He mentioned several times that the portfolio had a good size, and they will be focusing on consolidating and maturing the portfolio. What are your thoughts on that? Would you be looking for a new vertical in addition to the existing ones? We've been hearing a lot about [ Sebastian ], reading a lot about that in the news. So do you intend to look for a new business line, a new vertical? And is [ Sebastian ] one of those options? And in your answer to Duarte, you mentioned that you'll be diversifying, going beyond distribution, the regulated environment at Compass. How can we see that growth strategy for biomethane at Compass? You have a partnership with Horizon. You have an agreement with Sao Martinho. How can we expect that position to grow within biomethane? And will it be more focused on production as you did with Horizon? Or will it focus more on commercial agreements such as the one you have with Sao Martinho?

[Interpreted] Thank you for the question, Monique. I'll start by your question about Compass and then I'll move on to our portfolio. So when it comes to diversification at Compass, as I said to Thiago, we will be increasingly looking at increasing revenue and value generation in the nonregulated market rather than the regulated market. It's not that the regulated market won't grow, but the nonregulated tends to grow faster. And one of the platforms for that is biomethane. biomethane is the same chemical compound as natural gas. It just comes from a different origin, and Compass will be including in its portfolio, biomethane as one of its options to be provided to clients who wish to have that product in their energy metrics. So Compass will be pursuing origination not only for biomethane but any other natural gas source in order to meet our clients' needs in a wide ranging fashion. You mentioned Horizon and, Sao Martinho. They're very different agreements. With Horizon, we have a joint venture to build a biomethane plant based on solid waste. And our agreement with, Sao Martinho doesn't include and investments. It's not a joint venture. It's a commercial agreement. Sao Martinho will be making investment and Compass will be doing the offtake of 100% of the biomethane production coming from biomass as opposed to solid waste. So that goes to show the diversification of Compass' portfolio and that we are increasingly more prepared to meet the needs of our clients with our portfolio. Now moving from Compass to Cosan, we're very happy with our portfolio. I think small changes and small movements over time are natural. We have been considering, and you saw that in our release, reducing our position at Vale. Our exposed position at Vale is just over 4 percentage points. And that's how we will be looking at that investment over time. Sometimes increasing, sometimes decreasing our positions a little bit. As for a new vertical, and I'm frequently asked about Sebastian. What I've been saying when I'm asked that question is that, yes, we do have a duty to look at a regulated asset in the largest state in the country, just like we have a regulated asset at Compass, which is Comgas, we do have a duty to look at it and monitor how the privatization is going. That sale by the sales of [indiscernible] that doesn't mean we will be taking part in it and in my opinion, it's unlikely that we will be creating a new business vertical at Cosan. Do you have any comments Rodrigo?

[Interpreted] No, I think that's it. Monique, just going back to our portfolio. As Nelson said, we will be sharing with you what's efficient to the company's capital structure and our portfolio performance. We want to maximize business results. And as Nelson said, we have made a small adjustment at the end of last year. So we might make small adjustments to our position at Vale so that we can have the best position for the company. That's what's in our pipeline.

Our next question is from Luiz Carvalho, sell-side, UBS.

[Interpreted] Hi, everyone. Good morning. Nelson, Rodrigo. If we could go back to capital allocation. You've done a great job in allocating the debt profile, and that is already noticeable. But perhaps, the balance is still a point of attention, so to speak. So my question is, do you see the need to divest or reduce your stake? Is there an original plan from a few years ago to list the unlisted vehicles still being considered? Or are you revisiting that? If you could provide some more color on that will be great. Second question is about Compass. You've already talked about that a bit, but if you could provide us with more detail on the TRSP delays, construction hasn't finished guidance at the end of last year and also going up the hill and Comgas tariff review. If you could talk about those 3 points, that would be great. And if I can ask a general question, Nelson, you're very familiar with the group. You've been there for years, but it is a new position for you. So if you could tell us what your three main goals or objective will be for the next few years? That would be great.

[Interpreted] Luis, thanks for the question. I'll start with the first question about capital allocation and then I'll turn it over to Nelson. In our answer to Monique, we said that, yes, we are looking at the company's capital structure and to maybe divest to improve the company's capital structure that is still on our radar. And you're right in saying this leverage is a point of attention, and we are monitoring it. And based on the amortization structure, as you mentioned, we have adjusted that. So we're not in a rush. Given the right circumstances, given the right market conditions, yes, we will be looking at potential portfolio adjustments to improve our capital structure. As to your question about listing other assets, obviously, we have different companies in our portfolio, which are at different stages. If we compare our 2 main companies, Compass and Moove. In terms of maturity Compass, is going through a major execution cycle. So acquiring distributor companies, the terminal, the biomethane agenda. So some key things to happen. And on the other hand, move is a bit more mature in 2023. It had its best year so far. It's been capturing a very successful commercial strategy in highly capitalized markets such as the American market. And obviously, that -- look at the international market, but there is no set day, but we can see that Moove has achieved a greater maturity level than Compass. Now I'll turn it over to Nelson.

[Interpreted] Luis. Thanks for the two questions. I'll start with Compass. About the TRSP, the works are being finished right now. The [ regas ] unit and the storage units have arrived. They are at the Port of Santos terminal. They have been loaded. And right now, we're commissioning the vessel. So over the next few weeks, the terminal should go into operation. As for discussions around going up the hill we made our contributions to a public consultation, and we remain confident that between the 2 regulatory agencies, both the state and federal regulatory agencies they will be able to, based on the contributions and all the information coming from the public consultation, they will be able to understand the purposes and differences in interpretation and make progress in outlining this agreement that is so highly desired by everyone. But that's much more to do with the regulatory agencies than ourselves. As for Comgas' tariff review it has already started. A while back, we disclosed the walk that was a few weeks ago. The next step is to discuss the regulatory and investment plans for the next cycle. And that's all on track and on schedule. So it can be concluded before the beginning of December, which is the official date after the amendment. It went from May to December. About your more general question about the group. You are asking me about 3 priorities. I think the first one is, looking into our portfolio, I think there's an opportunity to focus on better returns on improving our capital structure and I think we need to go through some portfolio recycling because I think it's healthy, and it's something we should pursue in each of our lines of business over the next few years. Second priority, in my view, is governance. We need to look after the company's governance, controls safety and security, so cybersecurity, occupational safety. So governance is a point of attention, and we need to look after it. And the third priority, needless to say, is people. We need to take care of our pipeline. That's perhaps our biggest challenge considering that all of our businesses are growing. Growing, so attracting and retaining people at our organization. So those would be the three priorities. First, looking at our portfolio; second, governance; and third, taking care of our people and focusing on our succession pipeline. That's great.

[Interpreted] If I go back to my question about Compass. How is the sale going in the Northeast with Mitsui? Because I think it has to do with your capital allocation portfolio and obviously, Compass's cash surplus?

[Interpreted] Yes, sure, Luiz. Yes, that is one of the examples i mentioned when I talked about portfolio recycling. That is one of Compass' initiatives. That process is ongoing, selling the distributing companies in the Northeast is happening. It's going very well. And we should conclude that at the beginning of the second half of the year. Mitsui did not exercise its preference, right? So the operation should be concluded as planned. Those assets should be sold at the beginning of the second half of the year.

Our next question is from Gabriel Barra, sell-side, Citi.

I've got a couple of follow-up questions. First, we haven't talked a lot about Moove. We saw Moove's results. It's been following a growing trend, delivering robust results. and reaching close to BRL 1.2 billion EBITDA this year. Considering the acquisitions that were made over the last 2 years. What can be unlocked inorganically for Moove considering the past acquisitions? Is there anything we can expect for 2024 in terms of organic growth, especially in the U.S. because it's a new-ish market for the company? And now going back to Compass. You've mentioned a couple of points. During the last conference call, we talked about the opportunity of a few auctions the company might be joining in the future, especially in the south. Could you update us on any divestments and M&A opportunities and potential options for growth and increasing the company's penetration in gas distribution? And my last point about Compass. And I have asked this question before about marketing and services. During the IPO, the IPO attempt. We talked about that market and the fact that there was a huge opportunity for Combat considering TRSD, new suppliers, smaller footprint by Petrobras, therefore, providing more opportunities to new players. We see that the free gas market hasn't developed. So, what do you see on the regulatory agenda that should move forward? What has moved forward? Where does that market stand right now? So those are my 3 questions.

[Interpreted] Thank you, Gabriel, for the questions. About Moove, I think it's important to remember that Moove made 2 recent acquisitions, PetroChoice in the U.S. now Moove U.S. and Tirreno a local company in Brazil that produces break fluid and other products. So Moove is still focusing on extracting value and generating value through its distribution network, considering these recently acquired assets. That said, there are no acquisitions on the horizon, but obviously, Moove is constantly on the lookout for opportunities. So obviously, we will look into opportunities. We will look for opportunities. But right now, we are fully focused on generating value from these recent acquisitions, okay? As for Compass and the distribution companies in the South, let's not forget that part of the asset that came with the acquisition of the former [indiscernible] is, the preferred right, we have one of these states or a partner decide to sell their stake. In the case of Parana Compagas, that is still an ongoing process. So far, there haven't been any binding offers for that offer, Because whenever there is one, we'll have to make the decision of whether we want to exercise our right of preference or not. We're interested in exercising it. But obviously, when there's a buying offer, we'll look at how much the asset is worth and then make a decision. Third point about marketing and services and Edge. If you remember, we and -- I talked a lot about the opportunity of an open natural gas market in Brazil. We never thought that free market would simply change overnight. That's a gradual change. And if we consider 20, 25 years ago, and consider the electricity market and how long it took to migrate from a captive market to a free market, I think we're doing a lot better than they did. There's a large number of suppliers already. Some numbers still have to grow, and we have been working to make sure that happens. Including by investing in the TRSP, but we also see other players, other suppliers, other traders joining the market, which is very positive for the development of natural gas, a free natural gas market in Brazil. The more supply we have, the more competition we have, the better for the development of the market. But we shouldn't expect for that to be something that happens overnight. It's going to happen gradually exactly as it has, and there will be opportunities over the next few months and years, not only for Edge, but also for the market as a whole.

Our next question is from Lucas Ferreira, sell-side, JP Morgan.

[Interpreted] My first question is about the Sao Luis terminal. Are there any updates? Would you continue selling the asset? Do you know how long that will take? And my second question, we've already talked about portfolio recycling, but it looks like there's still an opportunity to buy back shares, not only at Cosan, but the whole group. So is that a priority for the Group? Of the group's capital allocation?

[Interpreted] Thank you, Lucas, for the question. First, I'll answer the question about the Sao Luis terminal. You know what we have been doing. Obviously, it's a very strategic port for mining in Brazil. We remember that our investment scope had to do with investments in the port, and we ended up investing in Vale, and that has been progressing. So we developed the port project over time, but, it's part of our portfolio recycling process, as Nelson said, we're interested in selling that asset. It is a strategic asset. We haven't got a set date to give you, but it's definitely something we're focusing on as portfolio recycling, and there is a demand for because it's a strategic asset. As for the share buyback, we have been talking about it. We've been very active. We do have a buyback program, ongoing buyback program, and we have been buying back shares we try to make the most of our holding discount over time. And obviously, we'll always look into it considering the company's capital structure. We are unable to do it during certain windows. But at the Cosan level, it is an important part of our capital structure. I don't know if Nelson has anything to say. That's it.

This concludes the Q&A session. I will now turn it over to Mr. Nelson Gomes for his closing remarks.

[Interpreted] Thanks, everyone, for joining us. Thank you for your questions. And as my final message, and as a follow-on to Luiz's question from UBS, you asked me about my 3 main priorities. And I talked about people, governance and portfolio. I think our main opportunity is in portfolio. We can improve our capital allocation discipline focusing on our capital structure and indebtedness, especially at the holding level and especially during this longer CapEx cycle that is going on at Raízen and Rumo. And obviously, by maximizing as much as possible return on all of the businesses in our portfolio. So those are the opportunities. And that's what you can expect from the management at this new Cosan cycle. Thank you so much for joining us, and I'll see you in the next video conference call for the first quarter.

Cosan's fourth quarter and 2023 financial information video conference is now concluded. For further questions, please contact the Investor Relations department. Thank you so much for joining us, and have a great day.