Orizon Valorização de Resíduos S.A. ($ORVR3)

Good morning, ladies and gentlemen, and welcome, everyone, to Orizon Valorização de Resíduos earnings call to discuss results relative to Q1 2026. This video conference is being recorded, and a replay facility will be available at the company's website at ri.orizonvr.com.br. The respective slide deck is also available for download at the company's results center. [Operator Instructions] Before moving on, I'd like to reinforce that forward-looking statements are based on beliefs and assumptions on the part of the company's management, Orizon VR and information currently available for the company. Such statements may include risks and uncertainties as they refer to future events, which depend on circumstances that may or may not materialize. Investors, analysts and journalists should have in mind that events relative to the macroeconomic scenario, the industry and other factors might lead the results to differ materially from those expressed in these forward-looking statements. Here with us today, we have Mr. Milton Pilao, CEO of Orizon; and Mr. Leonardo Santos, our IRO and CFO. I'd like to turn the floor over to Mr. Milton Pilao, who will start the presentation. Please, Mr. Pilao, you have the floor.

Good morning, everyone. First and foremost, thank you so much for joining us today for our Q1 earnings call Orizon Valorização de Resíduos. I'm here with Marcelo. I am in transit. So Leonardo will start the presentation talking about the operating and financial highlights, and I will be back to join you as we move down the presentation and to talk about the company's outlook for the future. Leo, over to you, please.

Thank you, Pilao. Thank you, everyone. We start off by talking about the events in the period, the first quarter of 2026 and the highlights for Orizon Valorização de Resíduos on the residuals on Page 5, if you will, now on the screen, we highlight a growth in revenue. The company reported revenue 37% above net revenue when compared to last year, growth always when compared to previous quarter, EBITDA of BRL 143.4 million, 30% up from last year same period and a net income of BRL 22.6 million, a reversal of losses posted in the first same period of last year. And as we mature our projects going forward, we'll see a higher conversion levels into EBITDA and bottom line. In the second chart, on the second block, we see a volume highlight. The company reported a growth in volume of 6% vis-a-vis the same period in 2025, a gate fee of about BRL 91, real growth of 5.9%. The company was asked repeatedly last quarter about the price behavior. We had been saying that last quarter's behavior was not structural -- structurally, you would be expecting a gain in average price above inflation, thus strengthening our thesis. We're now reporting in Q1 2026, the continuity of a price gain in real terms for residue destination with a total volume we received of 2,306,000 tons of residue. As for carbon credits, yet another piece of good news. The company once again reports revenue for the sale of carbon credit in the fourth consecutive quarter. We started last year when we announced Q1 '25 results, we reported the sale, which was only accounted for -- or it will be accounted for in the future, the sale for Google and Cuiabá landfill. That's the fifth consecutive earnings call where we talk about the sale of carbon credits and revenue is only acknowledged when you do have the sale and deliver the final product. So 388,000 tons of carbon credits sold and with a highlight also to the registration of the São Gonçalo project, our sixth project to be registered in the voluntary market. Biomethane on the bottom left of the slide. Also a highlight in the past few months, we inaugurated the plants in Paulínia and Jaboatão, and they are operating in line with the contracted volumes, already operating at a level above that one you see on the slide. We closed March at 112,000 cubic meters a day for both projects with a contribution margin above 65% and that, of course, will gain traction as we move forward as you have more scale, fixed costs are diluted. So I think a good -- an important milestone for the company as we start production and generation of biomethane and 2 of our largest eco parks. On the fifth block, bottom line, the capacity auction, Orizon participated in the auction capacity managed by the federal government in the first quarter with our 3 thermal plants, Paulínia, where we have a third, Jaboatão and João Pessoa, once again, those thermal plants, some of them are still generating energy such as Guatapará going down, but still generating -- but with the migration to biomethane, it makes all the sense to have those thermal plants, which already have CapEx realized to include them in a capacity auction to try and meet demand coming from the federal government with a revenue of BRL 80 million, 10-year contract in force as of '26 for Paulínia. And of course, we had to also highlight the event where we celebrated late last year, the incorporation of Vital. We had significant advances in the quarter or until the most recent date, we had the approval from the Consumer Defense Agency with no restrictions. We have a closing expected for the second quarter of 2026. We are moving full steam in our integration plan with all the synergies have been mapped out. We have a second quarter going forward with a lot of good new things as we close it in a couple of months. As for the Vital incorporation to the previous slide, picking up on the previous slide, these are the terms of the negotiation. The company is now on the verge of calling for a shareholders' meeting to complete the incorporation as per governance procedures, starting with shares, 41 million shares to be issued by Orizon and with the underwriting similar to those we've done -- we've done -- we did in the last follow-on. This is -- that's the structure after the integration, the main highlights this consumer defense agency, as I said, the 100-day plan also underway. The main preceding conditions already met, as you can see, for creditors, over 20 work groups to integrate 20 active groups, thinking about opportunities, mapping out alternatives, thinking about the D+1 after the integration, the closing, as I said, expected for June this year. And of course, it's only natural that the company to sit down and revisit the numbers, look at the strategic plan within a mid-to-long term, larger numbers of the combined company talked about it last December. Just as a recap, as we look at the first quarter as well, Vital announced today's Friday from on Wednesday, Vital announced numbers, results. It's also on the release, so we can do this exercise. The combined company after the transaction reports on a quarterly basis, a volume of about 3,700. This is annualized, as I said, we're talking about something between 14 million and 15 million tons. I'm doing the math here by myself. biogas, 78,000 cubic meters per hour, revenue of BRL 780 million, third line, doing a quick math here in annual terms, something like BRL 3.2 billion. BRL 3.2 billion. As for EBITDA, BRL 284 million and net income, BRL 109 million in the quarter. So an EBITDA above BRL 1 billion and net income to the tune of BRL 400 million, doing quick math, multiplying that by 4. Synergies already identified. It's worth mentioning after the incorporation, capture of biogas, SG&A, OpEx for the assets and of course, a more efficient capital structure that's worth mentioning. We will see that bringing results in the short run and also additional efficiencies to be gained, average prices. In other words, I think we do have lots of good news to share in the coming quarters as we incorporate Vital into Orizon. On Page 7, we have a highlight for the commercial ramp-up of the biomethane plants. Those are pictures for those of you who do not know the areas. You are all invited, by the way, to pay us a visit. On the left-hand side, the Paulínia plant, on the right-hand side, the Jaboatão plant. On the left-hand side, 49%, 100% for Jaboatão, average production of 40,000 in Paulínia just about, give or take, in the first quarter, 27,000 in Jaboatão, plants today in Paulínia 225,000 cubic meters of capacity per day in the first phase of Jaboatão 110,00. The contracted volume, 180,000 to 300,000 and Jaboatão, 10,000 to 23,000. That's the range for the off-taker contract. And for Paulínia Edge, a subsidiary of Compass and Jaboatã Copergás, the local distributor company. It's worth mentioning that the volume is in line with what was contracted. We are -- March Paulínia 70,000, Jaboatão 40,000. Last night, I called the operational office, and I confirm that today, we have both plants at the same level, closer to 75,000. So we're running at 140,000, 140,000, and we reached 200,000 by the end of the first half of the year, both plants, 100,000 each, very much in line with what was expected in the contracts with Edge and Copergás. On Page 8, we have the credit -- carbon credit -- sorry, highlights 450,000 credits generated a year. It's our sixth ex Vital project. Vital also does have a broad portfolio around carbon credits. We have registered that in the volunteer market. We do have initiatives in the previous Kyoto protocol, which guides the regular market, also within the umbrella of the Paris accord, but 6 projects volunteer, 6 projects in gold standard, and we highlight our carbon team has been doing a great job in bringing rating agencies to provide some comfort to the market in respect to all things related to this type of project, not only greenhouse effect mitigation, but also social and environmental aspects measured by those agencies. In São Gonçalo, we highlight the rating A by BeZero. This morning, I was talking to people here from yesterday, we had Maceió and Sergipe also receiving ratings from those agencies, proving the quality of this project. So increasingly, we see a recurrence, right? As we diversify projects, as we broaden our scope, we have more profiles of clients, and we are now reaping the results of those plans that we designed years back. Chapter 2, Page 9, operating highlights for Orizon in the first quarter 2026, received volume, 6% up from the same period of last year when compared to the previous quarter, 2.5% above average price, BRL 91 per ton, 10% above the same period of last year, 5.9% in real terms of price growth and 9% above the first -- rather the last quarter of 2025, Q4. biogas, carbon credits, generated energy, they moved along together in terms of drop for different reasons, of course, biogas both Paulínia and Jaboatão migrating to biomethane. That's the main reason for the volume of biogas energy having come down. That's provisional in terms of carbon credit. As carbon credit moves forward and they incorporate biomethane projects will resume previous levels. Biogas is also going through a transition as we move from biothermal to biomethane. And you'll see a drop in the volume in energy because you have essentially biomethane dispatching for those plants. On Page 11, we talk about average price. Since 2024, we've had an average price of PPCA plus 5.4% a year, a CAGR of 9.9% a year in terms of price growth, moving from BRL 75.46 in Q1 '24 to BRL 91 per ton in Q1 '26. Some reasons behind that, more recently, we had yet one -- another stage of a new concession. We had an impact in January, also a residue mix new residue, I'd like to say, does not have a contractual history. So you can position that in a better range of price. When you have a contract legacy, if you will, you have maturity dates, you have other opportunities to push price above inflation. But in any event, our trajectory, our momentum has been positive in terms of gaining in real price quarter-on-quarter. On the right-hand side, some of the main drivers for that growth, especially in terms of volume, the assets in Aparecida de Goiânia, Porto Velho, Sergipe, and Jaboatão dos Guararapes, we are quite comfortable, if I may, that we should continue to see growth in volume and in price above inflation for the coming quarters as we've seen throughout the first reports we announced to the market and to the Board as well. On Page 12, we talk a bit more about the biomethane and carbon credit for biomethane, our production on average in Q1 was 66,000 cubic meters a day in March, already 110,000. -- yesterday, 150,000, as I said, and we will close June at a level of 200,000 cubic meters a day of biomethane on both plants, Jaboatão and Paulínia have a range for Paulínia 180,000 to 300,000, and Jaboatão, the range is 110,000 to 130,000 cubic meters a day. As for the contracted pipeline for biomethane, we have in construction, the Itapevi plants under construction, expected to start working at the end of '26, early '27 and Guatapará by 2028 -- '27, '28. Guatapará for carbon credits, BRL 11.5 million in revenue in Q1 '26, a sold volume of 390,000, give or take credits, 554,000 credits generated in Q1. And here once again, for the gold standard, we had yet one, another one -- another project being registered, the São Gonçalo Ecopark. Now moving on to the financial highlights on Page 13, if you will, we had net revenue growing 37.5% -- once again, I think highlighting growth in volume for residue, growth in price, the commercial start-up of the plant of biomethane and recurrence in the sale of carbon credits. As for energy transition, in addition to that, we had a highlight coming from a relevant revenue from BRL 42 million, give or take, which is from a recomposition of ballast in Barueri. It will start operating early in '27. We already had a IPCA, which we started supplying to client in January this year, the federal government. So we bought energy to deliver to this auction. So there's no result. It's a neutral energy in terms of result. So you have revenue technicals there. So that compresses margins. The same thing happened for the thermal plants that we bought 1.5 years ago. They had contracts in place to sell energy in the long run. When we did the M&A, when we acquired, we left that at a neutral position in terms of energy sale. And that's what had been arranged with the seller. So we have about BRL 42 million in revenue. choppy sound, I apologize for that. If you exclude those effects, you will have a margin in percentage terms, which is above what we had been reporting for the energy transition because of the biomethane plants as well. About gross income, EBITDA and net income, BRL 182 million in terms of gross income, 27% above last year. Margin was impacted by the effect of the balance recomposition and the thermal plants trading and a neutral effect in the result, but still a growing margin. In the release, we highlighted that margin, excluding the effect from the thermal effect, that will be about 63%. EBITDA grew by 30.5% compared to the same period of last year, BRL 143 million and a net income of BRL 22 million, reversing losses posted in the same period of 2025. On Page 16, we have our main topics around our capital structure. The company has a net debt-to-EBITDA ratio, which is balanced, which reflects investments made in growth projects. So 2.5x net EBITDA with an average term of above 8 years and a long debt profile, different funds as listed here on the slide, supporting our biomethane projects in the Northeast, debentures from Barueri, 19-year debentures and the emissions issuances we made late last year, CDI plus 1.5% a year in terms of capital cost. On the left-hand side, the company today has a bonus for underwriting to be converted by the market in between May and June 2027, this end of May through June, securities, which is favorable. So the company, in addition to having a balanced capital structure with the incorporation of Vital payment in a share. So your balance sheet is lighter, you deleverage and with the bonus of underwriting a company which already has a balanced capital structure, will be even readier to convert its growth plan into reality. As for CapEx, a quarter where we had a relevant investments with a highlight to energy transition projects, waste to energy and biomethane, BRL 182 million in investments for first quarter. I now turn it back to Pilao for his comments on next steps, and then we'll be taking your questions or comments after that. Thank you.

Okay. On my side, once again, we showed results which are quite consistent. But I also like to say that the best is yet to come. As Leo said, within the second quarter, we will conclude -- we'll have a shareholders' meeting to conclude or do the closing as we call it. Our guidance for Q3 will be put in place. And this incorporation has been giving us lots of good news. in terms of synergies to be explored. Today, we have about 20 active groups, as mentioned, working on those synergies. We've seen a huge number of synergies, which will be captured when the 2 groups combined, their expertise, one helping the other. Also good news as we unify or reunite the teams. Vital has a very robust team with a culture which is similar to ours. So what we see now as we integrate both companies, we do have good news on that front. The 100-day plan is ready. We are already putting together a new 5-year strategic plan for the company. So I think you can see by the combined results for Q1, it is a company which is already at BRL 1.2 billion in EBITDA in Q1, annualized, of course. But in any event, that shows that both companies together will bring even more efficiency in terms of growth -- organic growth as it captures the many synergies, biogas, biomethane, carbon credit, integrated management of all the assets. So I think we -- with this closing or as of the closing, we will have very exciting quarters going forward. In addition to that, we also talk about the regulatory progress. That's important to mention. You saw that the fuel of the future defined a minimum percentage for biomethane of 0.5%. This will be announced in the coming 3 or 4 months, the ramp-up of that 0.5% in the next few years. So that consolidates a structural demand for biomethane and for CBIO, which is really good. It's good news. CBIO, it's not even monetized in our projections. So today, we'll be able to see a market that will define a value for that certificate, which is really good. We also have news on the mobility front, the first sales to the mobility market replacing diesel. It's a very important topic given the war and the variation of fuel prices. We now see a very interesting front for biomethane to gray as it replaces diesel for urban mobility trucks, buses, garbage trucks and so on. In addition to that, along the same lines, biomethane with the Vital plants, which are also under construction, we will see in the coming 2 years, actually we already have a new biomethane plant becoming operational at every 3 months. So it's a very strong growth agenda for biomethane already ongoing with plants, as I said, becoming operational at every 3 months. In terms of volumes, we've seen growth better. We resumed -- we are now once again seeing more maturity across the assets and capture of residues, which were previously sent to landfills. So yet another perspective to see growth above GDP, a recurring growth. And as Leo said, here, once again, we're able to show our ability to expand the gate fee at a level above inflation in yet another quarter. And we expect to maintain that pace in the coming quarters as well. On the bottom line, the LRCAP, as Leo mentioned, the LRCAP, just to mention the capacity we have to adapt at fast speeds to be able to capture those opportunities. The LRCAP is an auction. As you know, those plants were there. Our original plan was to deactivate those companies. We were not even looking at those as equity for the company. The company quickly got better to participate in the auction, and we won the auction for those 3 plants. And this will bring an additional fixed revenue, which was not contemplated of BRL 80 million a year. So that shows our ability to be always ready to move to react when the opportunity comes. Now number five, carbon. Carbon yet another quarter with increased sales. We continue to see that as we move forward. We have another front coming from Vital São Gonçalo. We have the expectation of having good recurrence in carbon and the sale of carbon credits and also on the side of the regulated carbon credits with good expectations on both fronts. And in the mid-run, this will certainly impact price and volume as we continue to sell carbon. Lastly, about our consolidation platform. Of course, the question always emerges, given our low leverage level after the closing, it will be below 1.5x. Where does the inorganic growth plan sit? As I mentioned earlier, in the first quarter, we focused on integrating Vital. The main working focus in the first quarter was to prepare the company so that, that closing in Q2 unfolds as efficient and as smooth as possible. And now in the M&A area, we have yet another robust pipeline for landfills which will bring another couple of million tons of residues to our base. So as of the second quarter, you will see us going back to our M&A platforms, buying landfills. When we buy landfills, we bring our raw material basis on. We control biomethane molecule. We control carbon, and we can monetize the whole residue base that the company absorbs. Having said that, we have very good expectations as we move forward, very excited. And I close my comments here. And I thank you all once again for being here, for participating, and we're now available for questions or comments you may have.

We'll now start a Q&A session for investors and analysts. [Operator Instructions] First question from Mr. Andre from Santander Invest.

I have 2 questions. Number one, about biomethane. You showed us a very high margin, 65%. It seems to be shadowed by the fact that you had to recompose the energy contracts that you have because of biomethane coming into the equation. On a more normalized basis, what do you expect in terms of margins for biomethane? And in relation to Val, -- in previous calls, you mentioned incentive plans for the short and long run. How does Vital see that? Are they in agreement in accordance? Are there any news on that front?

Andre, this is Leo speaking. Thank you for your questions. As for biomethane, yes, we have been expecting margins above 65% when the plant is at full steam. We're not there yet, as I mentioned. So naturally, as you move forward to reach full capacity, you tend to dilute fixed costs even further. So you'll see a contribution margin increasing from that level. And if we observe in the mid-run, the sale of environmental attributes, you have yet another revenue source with an even stronger margin. So that's to your first point. The answer is yes. You should expect a higher level of contribution for the biomethane plant. As for your second question, you mentioned incentives. What kind of incentives are you talking about do you have in mind? Sorry, I missed part of your question.

In a previous call, somebody mentioned that the company had plans to incentivize employees, the high management if with the Vital coming in, has there been any change? Or does that remain --

We are quite in line. Now I got it. It's like a marriage. You have to make plans before you get married, right? And the shareholders are all in line with the controlling shareholders. So everybody is on the same page, if you will, very much in line. This was thoroughly discussed before the transaction was closed. So the way to think about incentives, the way to bring executives in line with the company's plans, that's very much settled, if you will.

Okay. Leo, if I may, just to add, -- we -- Vital also had incentive plans in place, just to be sure, more for the short run than for the long run. As we are listed, we do have a long-term plan for executives that also have stock options. I think the idea for the company for this year is to maintain the same incentive plans in parallel. The consolidation will only happen in midyear. So we have 6 months together, 6 months separated. So we decided to keep the same bonus and target plans for all executives as if they were moving in parallel for the whole year. So throughout the year, we have already hired Korn Ferry and other culture consultancy companies to unify the plans because as of 2027, we will have one single unified plan. As I said before, culture of the executives from Vital is very much our culture. So this task ahead of us will be relatively smooth as we unify those plans for 2027.

Our next question comes from Mr. Ricardo Bello from Safra.

I have 2 questions. Number one, about M&A. You have just mentioned that you have a robust portfolio. You'll be paying attention on that for the second half. But given the macro scenario, which is still challenging and high interest rates throughout the year, do you think this will affect the market more than before? And number two, about the state-led programs we have, the Integra program in São Paulo, anything happening from other states in terms of state programs for energy? That's what I had.

Thank you for your question, Ricardo. I'll start and then Pilao will jump in. As for the M&A part of the question, we have 2 angles. The macro angle, high interest rates, as you mentioned, a more nervous environment that tends to demand higher discount rates and lower multiples, more discipline, right, when we make a decision to invest and define prices. Of course, as this market has -- is more in the spotlight, you have more competition. So we are paying attention to that. We continue to work in a very disciplined way, looking at the right price for us to capture the right price for us to capture the opportunities. As I mentioned, our balance sheet will be lighter after the Vital incorporation because there is more deleveraging because the transaction is based on shares. So -- so when you look at the price of the conversion, it's going to be a lighter balance sheet. So from the point of view of internal operations, we are ready to continue to convert, acquire. And in the macro environment, we need to balance interest rates on the one hand, but it is an industry where we see opportunities, of course, with competition also increasing.

About -- okay, this is Pilao speaking. I think as for the state programs, concessions, of course, Orizon as a pioneer in the area of the residue valuation. We monitor all initiatives coming from state programs or from the BNDES, Caixa Economica. The BNDES recently put together a concession program regionally spread. We have Integra in Sao Paulo, as you mentioned, is still maturing as we speak, but it's a very nice program, a big program. And we will not only monitor it, but we'll try to actively participate as those models take shape so that they become more attractive for private investments, not only from Orizon from any other competitor, but we try to participate in helping them shape and format. I'm talking about BNDES, Caixa Economica, the bank. as they develop those programs. So I think that Orizon -- you will see Orizon throughout the coming years and quarters being increasingly ready to participate in concession programs that will be controlled either by the state or by city. They have different formats being assessed, but we will always be ready. When I talk about the LRCAP, as I said, we have a very efficient team in place ready to go to capture opportunities when they emerge. We are quite to the concession programs, we do also have an internal program where we actively knock on the doors of cities and propose -- actively propose public private partnerships.

Our next question comes from Mr. Artur Jan from HSBC.

I have a question, which is the following. How is Orizon seeing the IPO price of Compass and the partnership with the Paulínia plant. Now that the company has gone public, how do you see that and also the participation of Edge in that mix?

Thank you for the question. Compass is our partner in Paulínia, but also an offtaker in Itapevi. So it's a very good partnership, only good things to tell you about that, a very positive environment overall, all in all. As for the projects, which are going, I think both companies, of course, we have different angles, fossil molecules and different portfolios. It's important for us as a complementary activity to what we do in landfills, Echopark. But for whatever reason, we are all quite excited and with a positive outlook. Of course, it is a potential natural client for us and also a partner in other projects just as other large groups in the sector, in the industry. So -- but that's it. It's difficult for us to talk about a partner who is also a public company. What I can tell you is that they are great partners in a very collaborative environment. The contracts are in place and of course, future potential clients in other projects. That's as much as I can say.

[Operator Instructions] Next question comes from Mr. Gabriel Francisco from [indiscernible]

And he says, can you comment on the opportunities for new auctions that you're monitoring? Does it make sense to think you are investing management time in that?

Well, it's a very similar answer. When I talked about concession projects, the answer is yes. Of course, Orizon as a leader in this market. We participate in modeling those projects, which usually go through public consultation processes and so on. So right now, you can see, for example, in Goias, as I mentioned, a well-advanced project with Goiá, with the government, Integra in Sao Paulo, Caixa Economica across Brazil, we have been contributing to those processes. specifically, when you talk about the technological processes, given that we already operate and have real data in terms of residue recovery, the economics of those processes. We also help them model the process, as I said, in terms of guarantees, terms, targets. So it is, without a doubt, part of our mid- to the long-run view to be always ready to participate in those auctions now being put together for new concessions.

Next question, also from Gabriel.

Can you comment on the expected increase for revenue and EBITDA for Vital as we start up the biomethane plants? How much of that will impact in the annualized EBITDA for the NewCo, the new company?

Well, Francisco, this is Leo speaking. Well, a quick math here will lead me to the following. Vital with the GBio plan, something about 800,000 cubic meters a day of biomethane, 600 to 800 when it matures in the short run. And they have the Metagas project, with the Macaubas already with an offtaker in place, they'll start operating later this year, early next year. So between BRL 600 to BRL 800 at the same price level, we've been talking about BRL 3 to BRL 3.20 per cubic meter. The contribution margin we just mentioned it shouldn't change. We're talking about the same suppliers, same technologies. So a quick math will lead you to 320 as price. Contribution margin above 65% for that volume per day, 600,000 to 800,000 cubic meters a day when it becomes mature, that combined company will have other projects, of course. The combined company will lead to 2 million cubic meters a day for biomethane, adding Orizon plus Vital. So revenue and EBITDA and margin contribution will be relevant numbers for the coming periods.

[Operator Instructions] The Q&A session is now over. I'd like to turn the floor back over to Mr. Pilao for his final remarks. Over to you, sir.

Once again, thank you all for joining us today to discuss first quarter results. We remain available for other comments or questions you may have. Thank you once again, and have all a nice day.

Orizon's conference is now over. Thank you all for joining, and have a nice day, everyone. [Statements in English on this transcript were spoken by an interpreter present on the live call.]