Cosan S.A. ($CSAN3)

Good morning, and thank you for waiting. Welcome to Cosan's First Quarter 2026 Earnings Release Conference Call. [Operator Instructions] The conference call is being recorded and will be available on the company's IR website at cosan.com.br. [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 are based on beliefs and assumptions of the company's Executive Board, as well as information currently available. Forward-looking statements are not a guarantee of performance as they involve risks, uncertainties, and assumptions and refer to future events that 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 such forward-looking statements. I will now turn it over to Mr. Fernando Tinel.

Good morning, and welcome to our first quarter 2026 earnings conference call. Before we begin, I'd like to briefly go through our standard disclaimer regarding estimates, forward-looking statements and projections that may be discussed during this conference call. On the next slide, I'll start with Cosan's financial highlights and those of its investees. At Cosan, we ended the quarter with a net loss of BRL 1.6 billion, an improvement of BRL 0.2 billion versus Q1 '25. This result reflects an impact of approximately BRL 1 billion related to the prepayment of the 2029, '30, and '31 bonds recorded in financial results and deferred income tax lines with no cash effect and partially offset by the improved performance of the portfolio. Expanded net debt increased 18% quarter-on-quarter, mainly due to the absence of relevant dividends in the period and the effect of the debt prepayments carried out throughout the quarter. However, when compared to the same period in 2025, it decreased 34%, reflecting the proceeds from the capital increase received in the last quarter of that year. Finally, the interest coverage ratio reached 0.4x versus 0.9x in the previous quarter. The decrease was mainly explained by lower dividend receipts over the last 12 months, as the effect of Compass' capital reduction, which had positively impacted the indicator, no longer contribute to the numerator of this metric. Still on the same slide, we'll provide a brief overview of our investees financial performance. It was a quarter with solid results, largely in line with Q1 '25, reflecting consistent business performance as well as the respective impacts on Cosan through the equity method. As of March 31, '26, for purposes of Cosan's financial statements and this earnings presentation, Cosan no longer recognizes Raizen results. This change reflects the fact that the carrying amount of the investment was reduced to 0 following the impairments recognized at the end of 2025. And as a result, Raizen's results are no longer recognized under the equity method. Accordingly, management concluded that disclosing this information has become immaterial for Cosan's reporting in line with the accounting practices set forth under the CPC. Moving on to the next slide. We highlight the operating performance of our businesses, which illustrates the solid results delivered this quarter. Starting with Rumo, the company posted record transported volumes, up 25% with the highlight being the strong performance of the Northern operation, which contributed to the dilution of fixed cost and expenses as well as market share gains in its operating regions, especially at the Port of Santos. As a result, reported EBITDA was 7% higher than in Q1 '25. At Compass, the quarter saw a slightly higher distributed gas volumes and EBITDA up 2% versus Q1 '25, supported by an improved distribution mix and higher volumes at Edge. I'd also highlight the startup of the new off-grid B2B LNG operations and OneBio's biomethane plant. Turning to Moove. The company continues its post-fire optimization cycle. The period was marked by higher sales volumes and a 10% increase in lubricant sales, mainly in South America, resulting in EBITDA slightly above the prior year period, which continued market share recovery, reaching 16.4% in Brazil according to IBP. Finally, at Radar, due to lower income from land leases, EBITDA decreased 27% versus Q1 '25, largely reflecting lower ATR and soybean prices. We now move to the next slide where we highlight the key events and transactions of the quarter and the related cash flow movements, all aligned with our goal of reducing the company's leverage. Among the main uses of cash, we announced the early redemption of the first series of the fourth and sixth issuance of the debentures, totaling a reduction of approximately BRL 566 million in gross debt, and we fully redeemed the bonds maturing in '29, '30 and '31, which totaled approximately BRL 5.6 billion, resulting in an overall reduction of BRL 6.2 billion in the company's indebtedness. We ended the quarter with a solid cash position of BRL 7.7 billion. Lastly, as a subsequent event, we concluded Compass' secondary public offering of common shares, a transaction directly aligned with our capital recycling and deleveraging strategy. As part of this transaction, Cosan sold part of its stake in Compass at a price of BRL 28 per share. And as a result, the company may receive approximately BRL 2.5 billion in cash proceeds considering the additional allotment if the supplementary shares are fully placed. It is important to highlight that despite the partial sale, Cosan remains Compass' controlling shareholder. On the next slide, we summarize the impacts of the initiatives carried out during the quarter on our indebtedness. We significantly reduced expanded gross debt by BRL 6.5 billion, extending the average maturity to 6.1 years, with a comfortable amortization schedule that is appropriate for the company's current stage. In addition, the average cost of debt, excluding the perpetual bond, was CDI plus 1.15% per year. Our expanded net debt, which considers the preferred share structure at Cosan debt currently stands at BRL 11.5 billion and continues on a downward trajectory when considering the last few quarters. In summary, all actions taken on this front since the beginning of 2025, reinforce our focus and commitment to continue deleveraging and simplifying the holding company's portfolio. This concludes our earnings presentation. We will now begin the question-and-answer session.

We will now begin the Q&A session with Mr. Marcelo Martins, Mr. Rafael Bergman, and Mr. Fernando Tinel. [Operator Instructions] The first question is from Mr. Matheus Enfeldt from UBS.

Could you help us predict the company's expanded net debt movements over the next 12 months, given that there was a relevant surprise this quarter and the debt went up to -- by about BRL 1.6 billion. Looking at the expanded net debt at the end of Q1, so BRL 11.5 billion. I know that there was a BRL 2 billion drop from Compass' sale. But if we look at a 15% interest rate, that should use up about BRL 1.4 billion, BRL 1.5 billion. And the cost of the preferred shares outside the expanded net debt plus the cost of TRS, that's another BRL 800 million around that ballpark. So considering the interest rates and how much of that will be accrued over the year, we're talking about BRL 2.2 billion, plus another BRL 300 million from the holding company. So that's the kind of dividends we're talking about for this year. So it looks like a tough year for the company in terms of cash generation, going back to the debt service cover ratio above 1. So what are the levers the company can move to improve prospects to generate cash over the next 12 to 24 months? That's my question.

Matheus, this is Rafael. First of all, can you hear me okay?

It's a bit quiet, Rafael, actually. I'm going to try and speak up.

Matheus, thank you for the question. Maybe as a starting point, I should talk about the cash flow or the movement of the net debt. As we said in our release, a large part of that net debt movement in the quarter was due to one-off effects relative to our liability management strategy. So the payment of the premiums on early accruals, referring to the prepayment of debt. The VPL, however, was very positive. So it just brought forward that cash effect. Also, we dismantled Cosan's TRS, and as a strategy that went back to Cosan's treasury. A part of that, we have disposed of with the cash effect in Q2, but it did have an impact on Q1. And as you put so well, and that's not a one-off effect, it's a change in strategy. Part of the effect of the net debt movement is that we'll start recognizing in our financial results. And as a consequence, that will accrue in the net debt. The cost of Cosan's preferred shares because of the renegotiation that we had at the end of the year. So there was a renegotiation. It went into force with a relevant cost for the company, but there's a change in the line. So what used to go out as a minority shareholder, now it's in our financial result line. So it's important to clarify that. So that said, that's the starting point for this quarter, that net debt balance of BRL 11.5 billion. What's not part of that is what's not considered as debt. What's accrued and the financial result is Rumo's TRS, which is not there. And obviously, the calculation on about BRL 3 billion, which was the disposal that was done with the corresponding value of the derivatives. So that's our starting point. In terms of the concrete actions that were taken, we started off the year doing very well. First, with the decision and the execution of the procurement, and this is all thanks to Compass' team. They've been working very hard and they worked really well on the transaction. It was a successful transaction. We chose the right market window to execute on that transaction. And that's been translated into up to BRL 2.5 billion, depending on the exercises that take place. So that's very positive. It shows the intentions of our actions. And as we've been saying, there are also other ongoing initiatives looking at our portfolio because at the end of the day, the commitment we made at the time of capitalization last year was to continue with that leverage level at the holdco level by sharing our stake in companies in the portfolio. So we're continuing to do that actively. As for selling subsidiaries, there was an impact on the debt service coverage ratio, which we reported now. Each subsidiary has its own costs, discussing their own levels, Compass continues to perform very well, as you saw in the earnings release. Also Moove is going through excellent recovery. We're very happy with the results delivered by the team, fantastic recovery considering the fire that took place at the Rio de Janeiro plant. They're still going through a key CapEx cycle ending. The first phase of the Mato Grosso project at Rumo. So yes, the dividend level will be helpful, but the main initiative to deleverage the holdco is not through the subsidiary's dividend. It is a by selling stake in the group's assets.

The next question is from Thiago Duarte from BTG Pactual.

My question is about the subsidiaries that are not listed. We have access to their results together with Cosan's results. So at Moove, as Rafael just said, fantastic recovery. The share data is also very encouraging. Could you give us some detail on what you think is missing in terms of profitability. What's missing to get back to 2-digit profitability levels considering the margins. Is it still the South America operation especially Brazil in terms of recovering volume and share? Or is it to do with the Northern Hemisphere operations. I'd love to hear your outlook on that because I think that's a key part to -- for the business to achieve stability. And so that Moove can join this divestment pipeline Rafael just mentioned. And at Radar, same thing, but If you could talk about the speed of sales, the format of sales or what kind of stake you're thinking about selling in the properties, whatever you can share concerning the short-term would be great.

Thiago, this is Rafael again. I'll take your questions. We'll start with Radar. The team has a recurring asset recycling process, which they have been executing on over the years, obviously, now focusing a lot more on selling properties and not necessarily buying new property in line with our efforts. Obviously, selling individual properties sometimes provides us an opportunity to maximize value. But Cosan and our partners' strategic direction is to consider broader perimeters looking at the sets of properties or regions, I think it's unlikely we'll see a full transaction considering Radar, given the heterogeneous portfolio. But yes, we are looking at broader perimeter of the portfolio. So that's on Radar. About Moove. Moove still has plenty of opportunities that they're working on to resume profitability. As you said, we still have a journey to go on in Brazil, but there has been substantial recovery. The team has been saying that they are working on the inefficiencies with this new multisite model. And the message we're getting from them is that they will work on that over the years. So this was a strong quarter, but it does not represent the potential of Moove's profitability in Brazil or Latin America. So as a shareholder, we expect that to improve over the next quarters. And in the U.S., it wasn't their strongest year. They also have plenty of opportunities to negotiate contracts, those are ongoing, and we also expect to see some recovery there. So we're very optimistic about Moove and let's not forget that there will -- things will progress over the years so that we can get to the end of the year with a better picture of what the Moove's recurring business will be with a smarter site model. So that's the trajectory we're seeing for the company at the moment.

The next question is from Bruno Amorim, Goldman Sachs.

I'd like to hear a bit more about Rumo, please. Part of the stake was based on the swap. So why did you decide to do that? I know that the company hasn't made a decision yet whether they are going to give up that stake in the company or not. So it would be interesting to understand the rationale behind that move? And is it reasonable to expect that if the company does decide to sell out of the stake or its full stake at Rumo, with the first move to dispose of the stake that's in the swap? Or are they not related moves? So if this first swap move isn't necessarily a sign that, that would be the first thing the company would do if that decision is made?

Bruno, I'll take your question. What we did at the end of last year to dispose of about 10% of shares at Rumo through derivatives was because we were pursuing more liquidity and efficiency. So there was more cash we brought into Cosan at low cost, and it helps us with our liability management strategy for the year. So that's what we decided on at the end of last year. The portfolio conversation is a separate conversation. We've been talking about our intention to improve the portfolio's profile to keep it compatible in terms of debt and dividend payout. So that's something that's being considered, but there's nothing concrete to share about that. And if something is announced and done to that sense, then that will be a tactical decision. We'll see that in January '27 at Rumo. So it will be a tactical decision that we'll make over time. Thank you.

Next question is from Bruno Montanari from Morgan Stanley.

The company no longer recognizes Raizen's results or the accounting reasons you shared and also because the asset isn't contributing with future results. So what would be Raizen's future contribution given that the results might improve? And how are you planning on including it or not in the -- at the holdcos portfolio discussions.

Bruno, this is Marcelo Martins. Well, our process with Raizen is ongoing. Obviously, the company is conducting that process. As a shareholder, we've been monitoring the process, but there are some important assumptions. Cosan is not going to be putting any money into it. So considering the size of the contribution, and we have Shell as a partner, that will be translated into a considerable dilution of Cosan's stake. We don't know exactly what it will be because some key points are still being discussed. For instance, in addition to the size of the conversion, the price of the conversion. But the fact is Raizen will no longer be a relevant investment for Cosan. It's very likely we'll have a minority stake. We're still deciding whether we'll have just common shares or preferred common shares. That's also part of the out-of-court reorganization process. But even if we only have common shares, our stake should not be significant. It is not the intention of the company. It is not Cosan's intention to stay in a shareholder agreement with Shell. So whenever the conversion happens, a new capital goes in, the agreement that exists with Raizen now, considering the significant stake we have and the agreement we've had since 2011 when the company was first set up with Shell. So that said, what can be expected is that our stake may be sold in a timeline that we're yet to decide. We haven't even made a concrete decision that we will sell it. But what I can say is that trend, especially consider the smaller stake that won't be part of a shareholders' agreement, it will no longer be a significant investment for Cosan. So we will pursue that at some point.

Next question is from Matheus Enfeldt from UBS.

I have a philosophical question, Marcelo and Rafael, about Cosan's role as a holding company and as an investment vehicle. I think at some point, the market invested in Cosan to be exposed to Compass, to be exposed to Raizen to capture an investment process where the company was creating value and capital allocation, which, as I see it, is no longer the focus. And now investors have the opportunity to invest into each of the assets. I recognize the company's value as the controlling shareholder of the current assets. But my question is, how should we think about Cosan considering capital allocation as the balance sheet issue is resolved over the next couple of years? So thinking about Cosan 3, 4, 5 years from now, what will be the holding company's role as the controlling shareholder of the subsidiaries? And as -- and how should Cosan shareholders consider the holding company versus the subsidiaries?

Matheus, this is Marcelo again. Well, continuing with our current plan, the basic assumption, all of our basic assumptions are that with the objective of reducing the company's leveraging, it makes no sense for the company to continue to be a portfolio investment vehicle. So business growth and investments will be the responsibility of the companies that are part of the business now. So that 3- to 5-year timeline, it's very reasonable to say that Cosan will no longer exist over that period. So as we conclude our divestment process and as we reduce our leveraging, subsequently, we'll be able to understand what will be the company's assets and liabilities and probably distribute the shares to Cosan shareholders. We started doing that last year when there was a capitalization, that was the plan we agreed on with the new shareholders, and we're all aligned on that. So we should be doing that as soon as it's practical and feasible. Obviously, the first step is to reduce indebtedness. That is our current goal. As Rafael said, we are implementing that strategy. Compass' IPO is a key step for that. And there are other steps that we should be taking. The objective is to reduce that debt substantially, and we'll have some residual balance next year. And it's only fair to assume that we'll start the process to resolve the holding company as of next year, obviously, considering key market assumptions, the feasibility of those divestments in a favorable market scenario that offers us the opportunities that we want and that makes sense. Obviously, we have no intention of doing that at any cost. We're very aware of the cost of carrying that debt in the portfolio. But our objective is undoubtedly to continue to do that so Cosan's shareholders can become direct shareholders in the invested companies.

This concludes the Q&A session. Cosan's first quarter 2026 earnings release 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. [Statements in English on this transcript were spoken by an interpreter present on the live call.]