UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of November 2022
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ITEM
|
(Convenience Translation into English from the Original Previously Issued in Portuguese) |
|
|
Ultrapar Participações S.A.
Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2022, and Report on Review of Interim Financial Information |
|
|
Deloitte Touche Tohmatsu Auditores Independentes Ltda. |
|
Ultrapar Participações S.A. and Subsidiaries
As of and for the Period Ended September 30, 2022
(Convenience Translation into English from the Original Previously Issued in Portuguese) Ultrapar Participações S.A.
Deloitte Touche Tohmatsu Auditores Independentes Ltda. |
Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4º ao 12º andares - Golden Tower 04711-130 - São Paulo - SP Brasil
Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (“ITR”), for the quarter ended September 30, 2022, which comprises the statements of financial position as at September 30, 2022 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.
Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of Interim Financial Information (“ITR”). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (“CVM”).
Other matters
Statements of value added
The interim financial information referred to above includes the individual and consolidated statements of value added (“DVA”) for the nine-month period ended September 30, 2022, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.
Corresponding Figures
The corresponding figures for the periods ended September 30, 2021, presented for purposes of comparison, were previously reviewed by other independent auditors, who issued an unmodified report, dated November 9, 2022. The corresponding figures as of December 31, 2021, presented for purposes of comparison, were previously audited by other independent auditors, who issued an unmodified report, dated February 23, 2022.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, November 9, 2022
DELOITTE TOUCHE TOHMATSU |
Daniel Corrêa de Sá |
Auditores Independentes Ltda. | Engagement Partner |
Ultrapar Participações S.A. and Subsidiaries
As of September 30, 2022 and December 31, 2021
(In thousands of Brazilian Reais)
|
|
Parent |
|
Consolidated |
||||
|
Note |
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.a |
585,982 |
|
21,533 |
|
4,626,652 |
|
2,280,074 |
Financial investments and hedge derivative financial instruments |
5.b |
319,881 |
|
142,065 |
|
1,264,043 |
|
1,804,122 |
Trade receivables |
6.a |
‐ |
|
‐ |
|
4,013,730 |
|
3,375,246 |
Reseller financing |
6.b |
‐ |
|
‐ |
|
543,516 |
|
582,562 |
Trade receivables - sale of subsidiaries |
6.c |
‐ |
|
‐ |
|
186,108 |
|
‐ |
Inventories |
7 |
‐ |
|
‐ |
|
4,333,688 |
|
3,918,772 |
Recoverable taxes |
8.a |
1,987 |
|
862 |
|
1,132,448 |
|
1,061,227 |
Recoverable income and social contribution taxes |
8.b |
35,206 |
|
56,499 |
|
226,229 |
|
291,833 |
Dividends receivable |
|
48 |
|
146,490 |
|
49 |
|
147 |
Other receivables |
9.a.1 |
60,866 |
|
105,513 |
|
88,036 |
|
56,205 |
Prepaid expenses |
11 |
9,276 |
|
7,548 |
|
123,752 |
|
98,024 |
Contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
599,573 |
|
555,052 |
|
|
1,013,246 |
|
480,510 |
|
17,137,824 |
|
14,023,264 |
Assets of subsidiaries held for sale |
4 |
‐ |
|
2,681,730 |
|
‐ |
|
11,000,917 |
Total current assets |
|
1,013,246 |
|
3,162,240 |
|
17,137,824 |
|
25,024,181 |
Non-current assets |
|
|
|
|
|
|
|
|
Financial investments and hedge derivative financial instruments |
5.b |
‐ |
|
‐ |
|
427,636 |
|
379,277 |
Trade receivables |
6.a |
‐ |
|
‐ |
|
64,480 |
|
63,749 |
Reseller financing |
6.b |
‐ |
|
‐ |
|
484,826 |
|
415,472 |
Trade receivables - sale of subsidiaries |
6.c |
‐ |
|
‐ |
|
927,964 |
|
‐ |
Related parties |
9.a |
510,277 |
|
406,787 |
|
‐ |
|
490 |
Deferred income and social contribution taxes |
10.a |
140,393 |
|
72,402 |
|
1,021,352 |
|
571,755 |
Recoverable taxes |
8.a |
75 |
|
‐ |
|
1,466,982 |
|
1,046,798 |
Recoverable income and social contribution taxes |
8.b |
4,187 |
|
23,483 |
|
155,584 |
|
155,358 |
Escrow deposits |
23.a |
18 |
|
18 |
|
880,113 |
|
871,261 |
Indemnification asset - business combination |
23.c |
‐ |
|
‐ |
|
120,223 |
|
120,991 |
Other receivables |
9.a.1 |
‐ |
|
‐ |
|
34,829 |
|
29,748 |
Prepaid expenses |
11 |
8,641 |
|
1,748 |
|
79,816 |
|
71,368 |
Contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
1,691,590 |
|
1,524,174 |
Total long-term assets |
|
663,591 |
|
504,438 |
|
7,355,395 |
|
5,250,441 |
Investments in subsidiaries, joint ventures and associates |
13 |
11,679,535 |
|
8,266,396 |
|
119,065 |
|
78,593 |
Right-of-use assets, net |
14 |
6,716 |
|
35,304 |
|
1,804,716 |
|
1,651,295 |
Property, plant and equipment, net |
15 |
9,106 |
|
16,006 |
|
5,775,197 |
|
5,534,591 |
Intangible assets, net |
16 |
252,082 |
|
252,585 |
|
1,874,969 |
|
1,471,256 |
Total non-current assets |
|
12,611,030 |
|
9,074,729 |
|
16,929,342 |
|
13,986,176 |
Total assets |
|
13,624,276 |
|
12,236,969 |
|
34,067,166 |
|
39,010,357 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Statements of financial position
As of September 30, 2022 and December 31, 2021
(In thousands of Brazilian Reais)
|
|
Parent |
|
Consolidated |
||||
|
Note |
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Liabilities | ||||||||
Current liabilities |
|
|
|
|
|
|
|
|
Loans, financing and hedge derivative financial instruments |
17 |
‐ |
|
‐ |
|
889,540 |
|
618,327 |
Debentures |
17 |
1,741,351 |
|
39,333 |
|
2,573,456 |
|
2,247,724 |
Trade payables |
18.a |
32,539 |
|
26,882 |
|
3,536,366 |
|
3,670,895 |
Trade payables - reverse factoring |
18.b |
‐ |
|
‐ |
|
2,561,417 |
|
2,119,059 |
Salaries and related charges |
19 |
64,261 |
|
55,477 |
|
416,196 |
|
330,103 |
Taxes payable |
20 |
1,360 |
|
1,096 |
|
187,510 |
|
229,176 |
Dividends payable |
25 |
11,217 |
|
193,564 |
|
20,115 |
|
202,860 |
Income and social contribution taxes payable |
|
248 |
|
‐ |
|
128,591 |
|
196,348 |
Post-employment benefits |
21.b |
237 |
|
237 |
|
21,214 |
|
21,082 |
Provision for asset retirement obligation |
22 |
‐ |
|
‐ |
|
5,325 |
|
4,632 |
Provision for tax, civil and labor risks |
23.a |
‐ |
|
‐ |
|
21,580 |
|
119,942 |
Leases payable |
14 |
1,812 |
|
6,129 |
|
218,395 |
|
188,832 |
Other payables |
|
571,850 |
|
8,612 |
|
615,507 |
|
149,829 |
|
|
2,424,875 |
|
331,330 |
|
11,195,212 |
|
10,098,809 |
Liabilities directly associated with subsidiaries held for sale |
4 |
‐ |
|
‐ |
|
‐ |
|
2,541,421 |
Total current liabilities |
|
2,424,875 |
|
331,330 |
|
11,195,212 |
|
12,640,230 |
Non-current liabilities |
|
|
|
|
|
|
|
|
Loans, financing and hedge derivative financial instruments |
17 |
‐ |
|
‐ |
|
4,572,591 |
|
8,672,547 |
Debentures |
17 |
‐ |
|
1,724,866 |
|
4,200,209 |
|
4,839,045 |
Related parties |
9.a |
2,875 |
|
4,674 |
|
3,492 |
|
3,534 |
Deferred income and social contribution taxes |
10.a |
‐ |
|
‐ |
|
1,945 |
|
282 |
Post-employment benefits |
21.b |
2,243 |
|
2,000 |
|
199,755 |
|
194,637 |
Provision for asset retirement obligation |
22 |
‐ |
|
‐ |
|
48,806 |
|
52,079 |
Provision for tax, civil and labor risks |
23.a; 23.c |
136,103 |
|
250 |
|
1,011,513 |
|
812,243 |
Leases payable |
14 |
5,804 |
|
32,893 |
|
1,310,550 |
|
1,159,479 |
Subscription warrants - indemnification |
24 |
40,298 |
|
51,296 |
|
40,298 |
|
51,296 |
Provision for liabilities of subsidiaries and joint ventures |
13 |
90,411 |
|
14,199 |
|
135 |
|
‐ |
Other payables |
|
10,262 |
|
8,540 |
|
111,301 |
|
115,745 |
Total non-current liabilities |
|
287,996 |
|
1,838,718 |
|
11,500,595 |
|
15,900,887 |
Equity |
|
|
|
|
|
|
|
|
Share capital |
25.a |
5,171,752 |
|
5,171,752 |
|
5,171,752 |
|
5,171,752 |
Equity instrument granted |
25.b |
50,833 |
|
34,043 |
|
50,833 |
|
34,043 |
Capital reserve |
|
596,946 |
|
596,481 |
|
596,946 |
|
596,481 |
Treasury shares |
25.c |
(489,039) |
|
(488,425) |
|
(489,039) |
|
(488,425) |
Revaluation reserve of subsidiaries |
|
4,019 |
|
4,154 |
|
4,019 |
|
4,154 |
Profit reserves |
|
4,866,409 |
|
4,866,409 |
|
4,866,409 |
|
4,866,409 |
Retained earnings |
|
529,303 |
|
‐ |
|
529,303 |
|
‐ |
Other comprehensive income |
|
181,182 |
|
(117,493) |
|
181,182 |
|
(117,493) |
Equity attributable to: |
|
|
|
|
|
|
|
|
Shareholders of the Company |
|
10,911,405 |
|
10,066,921 |
|
10,911,405 |
|
10,066,921 |
Non-controlling interests in subsidiaries |
|
‐ |
|
‐ |
|
459,954 |
|
402,319 |
Total equity |
|
10,911,405 |
|
10,066,921 |
|
11,371,359 |
|
10,469,240 |
Total liabilities and equity |
|
13,624,276 |
|
12,236,969 |
|
34,067,166 |
|
39,010,357 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais, except earnings per thousand shares)
|
|
|
Parent |
|
Consolidated |
||||||||||||
|
Note |
|
07/01/2022 to |
|
01/01/2022 to |
|
07/01/2021 to |
|
01/01/2021 to |
|
07/01/2022 to |
|
01/01/2022 to |
|
07/01/2021 to |
|
01/01/2021 to |
|
|
|
09/30/2022 |
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2021 |
Continuing operations |
|
|
|
|
|
|
Re-presented |
|
Re-presented |
|
|
|
|
|
Re- presented |
|
Re- presented |
Net revenue from sales and services |
26 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
39,294,732 |
|
107,677,400 |
|
29,452,457 |
|
77,828,499 |
Cost of products and services sold |
27 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(37,708,655) |
|
(102,769,780) |
|
(28,270,201) |
|
(74,453,769) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,586,077 |
|
4,907,620 |
|
1,182,256 |
|
3,374,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
27 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(508,816) |
|
(1,558,203) |
|
(504,788) |
|
(1,364,170) |
General and administrative |
27 |
|
(13,250) |
|
(17,508) |
|
(7,721) |
|
(19,840) |
|
(388,622) |
|
(1,135,042) |
|
(343,973) |
|
(983,080) |
Gain (loss) on disposal of property, plant and equipment and intangible assets |
28 |
|
(45) |
|
2,845 |
|
30 |
|
32 |
|
49,153 |
|
129,809 |
|
17,452 |
|
57,893 |
Other operating income (expenses), net |
27 |
|
(515) |
|
(1,761) |
|
971 |
|
952 |
|
(174,877) |
|
(414,075) |
|
10,916 |
|
77,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) before financial result and share of profit (loss) of subsidiaries, joint ventures and associates |
|
|
(13,810) |
|
(16,424) |
|
(6,720) |
|
(18,856) |
|
562,915 |
|
1,930,109 |
|
361,863 |
|
1,163,096 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
13 |
|
172,067 |
|
447,674 |
|
168,785 |
|
487,314 |
|
(11,141) |
|
10,083 |
|
(11,282) |
|
(22,156) |
Income before financial result and income and social contribution taxes |
|
|
158,257 |
|
431,250 |
|
162,065 |
|
468,458 |
|
551,774 |
|
1,940,192 |
|
350,581 |
|
1,140,940 |
Financial income |
29 |
|
62,629 |
|
183,897 |
|
21,242 |
|
55,800 |
|
176,409 |
|
467,451 |
|
114,658 |
|
310,683 |
Financial expenses |
29 |
|
(68,696) |
|
(119,306) |
|
(24,148) |
|
(65,186) |
|
(501,150) |
|
(1,715,675) |
|
(368,426) |
|
(857,585) |
Financial result, net |
29 |
|
(6,067) |
|
64,591 |
|
(2,906) |
|
(9,386) |
|
(324,741) |
|
(1,248,224) |
|
(253,768) |
|
(546,902) |
Income before income and social contribution taxes |
|
|
152,190 |
|
495,841 |
|
159,159 |
|
459,072 |
|
227,033 |
|
691,968 |
|
96,813 |
|
594,038 |
Income and social contribution taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
10.b; 10.c |
|
(12,344) |
|
151,129 |
|
‐ |
|
‐ |
|
(250,549) |
|
(414,186) |
|
(26,888) |
|
(281,585) |
Deferred |
10.b |
|
30,993 |
|
21,744 |
|
(2,727) |
|
(5,362) |
|
203,825 |
|
416,398 |
|
91,561 |
|
164,415 |
|
|
|
18,649 |
|
172,873 |
|
(2,727) |
|
(5,362) |
|
(46,724) |
|
2,212 |
|
64,673 |
|
(117,170) |
Net income from continuing operations |
|
|
170,839 |
|
668,714 |
|
156,432 |
|
453,710 |
|
180,309 |
|
694,180 |
|
161,486 |
|
476,868 |
Discontinued operations |
4 |
|
(97,738) |
|
309,506 |
|
212,771 |
|
16,576 |
|
(97,738) |
|
309,506 |
|
212,771 |
|
16,576 |
Net income for the period |
|
|
73,101 |
|
978,220 |
|
369,203 |
|
470,286 |
|
82,571 |
|
1,003,686 |
|
374,257 |
|
493,444 |
Income (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company |
|
|
73,101 |
|
978,220 |
|
369,203 |
|
470,286 |
|
73,101 |
|
978,220 |
|
369,203 |
|
470,286 |
Non-controlling interests in subsidiaries |
|
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
9,470 |
|
25,466 |
|
5,054 |
|
23,158 |
Earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
30 |
|
0.1566 |
|
0.6128 |
|
0.1435 |
|
0.4161 |
|
0.1566 |
|
0.6128 |
|
0.1435 |
|
0.4161 |
Diluted |
30 |
|
0.1557 |
|
0.6094 |
|
0.1426 |
|
0.4137 |
|
0.1557 |
|
0.6094 |
|
0.1426 |
|
0.4137 |
Earnings (loss) per share from discontinued operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
30 |
|
(0.0896) |
|
0.2836 |
|
0.1951 |
|
0.0152 |
|
(0.0896) |
|
0.2836 |
|
0.1951 |
|
0.0152 |
Diluted |
30 |
|
(0.0891) |
|
0.2821 |
|
0.1940 |
|
0.0151 |
|
(0.0891) |
|
0.2821 |
|
0.1940 |
|
0.0151 |
Total earnings (loss) per share (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
30 |
|
0.0670 |
|
0.8964 |
|
0.3386 |
|
0.4313 |
|
0.0670 |
|
0.8964 |
|
0.3386 |
|
0.4313 |
Diluted |
30 |
|
0.0666 |
|
0.8915 |
|
0.3366 |
|
0.4288 |
|
0.0666 |
|
0.8915 |
|
0.3366 |
|
0.4288 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
Parent |
|
Consolidated |
||||||||||||
|
|
07/01/2022 to |
|
01/01/2022 to |
|
07/01/2021 to |
|
01/01/2021 to |
|
07/01/2022 to |
|
01/01/2022 to |
|
07/01/2021 to |
|
01/01/2021 to |
|
Note |
09/30/2022 |
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2021 |
|
|
|
|
|
|
Re-presented |
|
Re-presented |
|
|
|
|
|
Re-presented |
|
Re-presented |
Net income for the period |
|
73,101 |
|
978,220 |
|
369,203 |
|
470,286 |
|
82,571 |
|
1,003,686 |
|
374,257 |
|
493,444 |
Items that will be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustments of financial instruments, net of taxes |
|
(7,594) |
|
604,109 |
|
(91,207) |
|
14,699 |
|
(7,611) |
|
604,138 |
|
(91,190) |
|
14,723 |
Translation adjustments and hedge of net investments in foreign operations, net of taxes |
13.a |
‐ |
|
(304,645) |
|
69,676 |
|
32,237 |
|
‐ |
|
(304,645) |
|
69,676 |
|
32,237 |
Items that will not be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) of post-employment benefits of subsidiaries, net of taxes |
|
(345) |
|
(789) |
|
‐ |
|
‐ |
|
(345) |
|
(789) |
|
‐ |
|
‐ |
Income and social contribution taxes on actuarial losses of post-employment benefits of subsidiaries |
|
‐ |
|
‐ |
|
118 |
|
679 |
|
‐ |
|
‐ |
|
118 |
|
679 |
Total comprehensive income for the period |
|
65,162 |
|
1,276,895 |
|
347,790 |
|
517,901 |
|
74,615 |
|
1,302,390 |
|
352,861 |
|
541,083 |
Total comprehensive income for the period attributable to shareholders of Ultrapar |
|
65,162 |
|
1,276,895 |
|
347,790 |
|
517,901 |
|
65,162 |
|
1,276,895 |
|
347,790 |
|
517,901 |
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
9,453 |
|
25,495 |
|
5,071 |
|
23,182 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
|
|
|
|
|
|
|
Equity attributable to: |
|
|
||||
|
Note |
Share capital |
|
Equity instrument granted |
|
Capital reserve |
|
Treasury shares |
|
Revaluation reserve on subsidiaries |
|
Legal reserve |
|
Investments statutory reserve |
|
Other comprehensive income (i) |
|
Retained earnings |
|
Additional dividends to the minimum mandatory dividends |
|
Shareholders of the Company |
|
Non-controlling interests in subsidiaries |
|
Total equity |
Balance as of December 31, 2021 |
|
5,171,752 |
|
34,043 |
|
596,481 |
|
(488,425) |
|
4,154 |
|
792,533 |
|
4,073,876 |
|
(117,493) |
|
‐ |
|
‐ |
|
10,066,921 |
|
402,319 |
|
10,469,240 |
Net income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
978,220 |
|
‐ |
|
978,220 |
|
25,466 |
|
1,003,686 |
Other comprehensive income |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
298,675 |
|
‐ |
|
‐ |
|
298,675 |
|
29 |
|
298,704 |
Total comprehensive income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
298,675 |
|
978,220 |
|
‐ |
|
1,276,895 |
|
25,495 |
|
1,302,390 |
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
|
‐ |
|
941 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
941 |
|
‐ |
|
941 |
Equity instrument granted |
9.c; 25.b |
‐ |
|
16,790 |
|
- |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
16,790 |
|
‐ |
|
16,790 |
Purchase of treasury shares |
|
- |
|
- |
|
(476) |
|
(614) |
|
- |
|
- |
|
- |
|
‐ |
|
- |
|
- |
|
(1,090) |
|
- |
|
(1,090) |
Realization of revaluation reserve of subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(135) |
|
‐ |
|
‐ |
|
‐ |
|
135 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
Shareholder transaction - changes of investments |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(31) |
|
‐ |
|
(31) |
|
31 |
|
‐ |
Gain due to change in ownership interest |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
983 |
|
‐ |
|
983 |
|
(1,635) |
|
(652) |
Capital increase attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
35,182 |
|
35,182 |
Interest on capital |
25.d |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(450,004) |
|
‐ |
|
(450,004) |
|
‐ |
|
(450,004) |
Dividends attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(1,438) |
|
(1,438) |
Balance as of September 30, 2022 |
|
5,171,752 |
|
50,833 |
|
596,946 |
|
(489,039) |
|
4,019 |
|
792,533 |
|
4,073,876 |
|
181,182 |
|
529,303 |
|
‐ |
|
10,911,405 |
|
459,954 |
|
11,371,359 |
Ultrapar Participações S.A. and Subsidiaries
Statements of changes in equity
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
|
|
|
|
|
|
|
Equity attributable to: |
|
|
||||
|
Note |
Share capital |
|
Equity instrument granted |
|
Capital reserve |
|
Treasury shares |
|
Revaluation reserve on subsidiaries |
|
Legal reserve |
|
Investments statutory reserve |
|
Other comprehensive income (i) |
|
Retained earnings |
|
Additional dividends to the minimum mandatory dividends |
|
Shareholders of the Company |
|
Non-controlling interests in subsidiaries |
|
Total equity |
Balance as of December 31, 2020 |
|
5,171,752 |
|
22,404 |
|
594,049 |
|
(489,068) |
|
4,337 |
|
750,010 |
|
3,658,265 |
|
(233,394) |
|
‐ |
|
55,391 |
|
9,533,746 |
|
376,519 |
|
9,910,265 |
Net income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
470,286 |
|
‐ |
|
470,286 |
|
23,158 |
|
493,444 |
Other comprehensive income |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
47,615 |
|
‐ |
|
‐ |
|
47,615 |
|
24 |
|
47,639 |
Total comprehensive income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
47,615 |
|
470,286 |
|
‐ |
|
517,901 |
|
23,182 |
|
541,083 |
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
|
‐ |
|
1,819 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,819 |
|
‐ |
|
1,819 |
Equity instrument granted |
9.c; 25.b |
‐ |
|
8,546 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
8,546 |
|
‐ |
|
8,546 |
Realization of revaluation reserve of subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(135) |
|
‐ |
|
‐ |
|
‐ |
|
135 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
Prescribed dividends |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
7,137 |
|
‐ |
|
7,137 |
|
‐ |
|
7,137 |
Gains arising from payments of fixed dividends to preferred shares of subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
138 |
|
‐ |
|
138 |
|
(138) |
|
‐ |
Shareholder transaction - changes of investments |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
79 |
|
‐ |
|
79 |
|
(79) |
|
‐ |
Dividends attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(10,415) |
|
(10,415) |
Approval of additional dividends by the Ordinary General Meeting |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(55,391) |
|
(55,391) |
|
‐ |
|
(55,391) |
Interim dividends (R$ 0.20 per share) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(218,074) |
|
‐ |
|
(218,074) |
|
‐ |
|
(218,074) |
Balance as of September 30, 2021 |
|
5,171,752 |
|
30,950 |
|
595,868 |
|
(489,068) |
|
4,202 |
|
750,010 |
|
3,658,265 |
|
(185,779) |
|
259,701 |
|
‐ |
|
9,795,901 |
|
389,069 |
|
10,184,970 |
(i) |
Cumulative translation adjustment from discontinued operation. The accumulated effects were reclassified to income as a result of the sale of Oxiteno (see note 4.b). |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
Parent |
|
Consolidated |
||||
|
Note |
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
|
Re-presented |
|
|
|
Re-presented |
Cash flows from operating activities from continuing operations |
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
668,714 |
|
453,710 |
|
694,180 |
|
476,868 |
Adjustments to reconcile net income to cash provided by operating activities from continuing operations |
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
13 |
(447,674) |
|
(487,314) |
|
(10,083) |
|
22,156 |
Amortization of contractual assets with customers – exclusivity rights and right-of-use |
12; 14 |
2,746 |
|
4,501 |
|
543,778 |
|
392,469 |
Depreciation and amortization |
15; 16 |
1,390 |
|
6,046 |
|
550,361 |
|
488,845 |
Interest and foreign exchange rate variations |
|
64,788 |
|
10,522 |
|
1,208,417 |
|
861,836 |
Current and deferred income and social contribution taxes |
10.b |
(172,873) |
|
5,362 |
|
(2,212) |
|
117,170 |
Gain (loss) on disposal of property, plant and equipment and intangible assets |
28 |
(2,845) |
|
(32) |
|
(129,809) |
|
(57,893) |
Equity instrument granted |
|
5,011 |
|
5,214 |
|
16,790 |
|
6,917 |
Provision for decarbonization - CBIO |
27 |
‐ |
|
‐ |
|
497,077 |
|
111,220 |
Other provisions and others |
|
(1,534) |
|
2,143 |
|
12,183 |
|
(79,495) |
|
|
117,723 |
|
152 |
|
3,380,682 |
|
2,340,093 |
(Increase) decrease in assets |
|
|
|
|
|
|
|
|
Trade receivables and reseller financing |
6 |
‐ |
|
‐ |
|
(637,704) |
|
(621,601) |
Inventories |
7 |
‐ |
|
‐ |
|
(420,260) |
|
(1,329,061) |
Recoverable taxes |
8 |
(39,081) |
|
4,424 |
|
(736,159) |
|
(571,898) |
Dividends received from subsidiaries, joint ventures and associates |
|
206,442 |
|
697,758 |
|
97 |
|
142 |
Other assets |
|
17,608 |
|
(69,571) |
|
(176,120) |
|
(11,270) |
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
Trade payables and trade payables - reverse factoring |
18 |
5,657 |
|
5,031 |
|
270,778 |
|
1,680,055 |
Salaries and related charges |
19 |
8,784 |
|
2,434 |
|
86,093 |
|
59,612 |
Taxes payable |
20 |
264 |
|
(106) |
|
(41,665) |
|
(12,238) |
Other liabilities |
|
(5,141) |
|
835 |
|
67,899 |
|
(79,942) |
Acquisition of CBIO |
16 |
‐ |
|
‐ |
|
(542,453) |
|
(121,908) |
Payments of contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
(512,262) |
|
(222,623) |
Income and social contribution taxes paid |
|
(15,630) |
|
‐ |
|
(283,331) |
|
(164,823) |
Net cash provided by (used in) operating activities from continuing operations |
|
296,626 |
|
640,957 |
|
455,595 |
|
944,538 |
Net cash provided by operating activities from discontinued operations |
|
‐ |
|
‐ |
|
30,550 |
|
937,905 |
Net cash provided by (used in) operating activities |
|
296,626 |
|
640,957 |
|
486,145 |
|
1,882,443 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Statements of cash flows - indirect method
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
Parent |
|
Consolidated |
||||
|
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
|
Re-presented |
|
|
|
Re-presented |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Financial investments, net of redemptions |
5.b |
(223,234) |
|
(33,192) |
|
902,088 |
|
2,151,571 |
Acquisition of property, plant and equipment and intangible assets |
15; 16 |
(951) |
|
(11,853) |
|
(850,960) |
|
(844,642) |
Receipt of intercompany loan owed by Oxiteno S.A. to Ultrapar International |
1.b.2 |
‐ |
|
‐ |
|
3,980,699 |
|
- |
Cash provided by disposal of investments and assets |
1.b.2; 1.b.3 |
2,212,299 |
|
‐ |
|
2,734,428 |
|
97,053 |
Capital increase in subsidiaries, associates and joint ventures |
13 |
(325,928) |
|
(89,236) |
|
(28,000) |
|
(25,699) |
Net effect of investment purchase and sale transactions |
|
(579,018) |
|
- |
|
‐ |
|
- |
Transactions with discontinued operations |
|
‐ |
|
‐ |
|
987,895 |
|
‐ |
Capital decrease in associates |
13 |
- |
|
- |
|
- |
|
1,500 |
Initial direct costs of right-of-use assets |
|
- |
|
- |
|
- |
|
(14,905) |
Related parties |
9.a |
‐ |
|
353,459 |
|
‐ |
|
(21,589) |
Net cash provided by investing activities from continuing operations |
|
1,083,168 |
|
219,178 |
|
7,726,150 |
|
1,343,289 |
Net cash used by investing activities from discontinued operations |
|
‐ |
|
‐ |
|
(220,190) |
|
(129,244) |
Net cash provided by investing activities |
|
1,083,168 |
|
219,178 |
|
7,505,960 |
|
1,214,045 |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Loans and debentures |
|
|
|
|
|
|
|
|
Proceeds |
17 |
‐ |
|
‐ |
|
1,019,580 |
|
1,379,047 |
Repayments |
17 |
‐ |
|
(1,000,000) |
|
(4,966,715) |
|
(2,426,133) |
Interest and derivatives paid |
17 |
(182,552) |
|
(102,871) |
|
(961,858) |
|
(451,060) |
Payments of lease |
|
|
|
|
|
|
|
|
Principal |
14 |
(3,557) |
|
(5,999) |
|
(266,028) |
|
(241,354) |
Interest paid |
14 |
(52) |
|
(215) |
|
(6,868) |
|
(9,780) |
Dividends/ interest on capital paid |
|
(632,060) |
|
(694,366) |
|
(634,675) |
|
(705,637) |
Capital increase made by non-controlling interests and redemption of shares |
|
‐ |
|
‐ |
|
21,667 |
|
‐ |
Related parties |
|
2,875 |
|
(636) |
|
(18,926) |
|
(153) |
Net cash used in financing activities from continuing operations |
|
(815,346) |
|
(1,804,087) |
|
(5,813,823) |
|
(2,455,070) |
Net cash used in financing activities from discontinued operations |
|
‐ |
|
‐ |
|
(179,025) |
|
(514,823) |
Net cash used in financing activities |
|
(815,346) |
|
(1,804,087) |
|
(5,992,848) |
|
(2,969,893) |
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations |
|
‐ |
|
‐ |
|
(21,347) |
|
(10,707) |
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations |
|
‐ |
|
‐ |
|
(19,315) |
|
48,918 |
Increase (decrease) in cash and cash equivalents - continuing operations |
|
564,448 |
|
(943,952) |
|
2,346,575 |
|
164,806 |
Decrease in cash and cash equivalents - discontinued operations |
|
‐ |
|
‐ |
|
(387,979) |
|
‐ |
Cash and cash equivalents at the beginning of the period - continuing operations |
5.a |
21,533 |
|
948,649 |
|
2,280,074 |
|
2,661,494 |
Cash and cash equivalents at the beginning of the period - discontinued operations |
|
‐ |
|
‐ |
|
387,980 |
|
‐ |
Cash and cash equivalents at the end of the period - continuing operations |
5.a |
585,981 |
|
4,697 |
|
4,626,649 |
|
2,826,300 |
Cash and cash equivalents at the end of the period - discontinued operations |
|
‐ |
|
‐ |
|
- |
|
‐ |
Non-cash transactions: |
|
|
|
|
|
|
|
|
Addition on right-of-use assets and leases payable |
14.a |
‐ |
|
2,618 |
|
420,812 |
|
204,517 |
Addition on contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
38,796 |
|
197,915 |
Reversal fund - private pension |
21.a |
‐ |
|
‐ |
|
3,107 |
|
3,706 |
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition |
24 |
942 |
|
1,819 |
|
942 |
|
1,819 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended September 30, 2022 and 2021
(In thousands of Brazilian Reais, except percentages)
|
|
Parent |
|
Consolidated |
||||
|
Note |
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
|
Re-presented |
|
|
|
Re-presented |
Revenue |
|
|
|
|
|
|
|
|
Gross revenue from sales and services, except rents and royalties |
26 |
‐ |
|
‐ |
|
110,888,998 |
|
81,362,338 |
Rebates, discounts and returns |
26 |
‐ |
|
‐ |
|
(706,554) |
|
(976,616) |
Reversal (loss) allowance for expected credit losses |
6 |
‐ |
|
‐ |
|
26,170 |
|
10,745 |
Amortization of contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
(333,281) |
|
(199,757) |
Gain (loss) on disposal of assets and other operating income, net |
27; 28 |
1,084 |
|
984 |
|
(284,266) |
|
135,616 |
|
|
1,084 |
|
984 |
|
109,591,067 |
|
80,332,326 |
Materials purchased from third parties |
|
|
|
|
|
|
|
|
Raw materials used |
|
‐ |
|
‐ |
|
(3,414,605) |
|
(1,216,012) |
Cost of products and services sold |
|
‐ |
|
‐ |
|
(99,389,666) |
|
(74,276,224) |
Materials, energy, third-party services and others |
|
148,520 |
|
112,966 |
|
(1,852,940) |
|
(1,220,157) |
Provision for assets losses |
|
‐ |
|
‐ |
|
12,096 |
|
7,911 |
|
|
148,520 |
|
112,966 |
|
(104,645,115) |
|
(76,704,482) |
Gross value added |
|
149,604 |
|
113,950 |
|
4,945,952 |
|
3,627,844 |
Retentions |
|
|
|
|
|
|
|
|
Depreciation and amortization of intangible assets and right-of-use assets |
14.a; 15; 16 |
(4,136) |
|
(10,547) |
|
(760,858) |
|
(681,557) |
Net value added produced by the Company |
|
145,468 |
|
103,403 |
|
4,185,094 |
|
2,946,287 |
Value added received in transfer |
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
13 |
447,674 |
|
487,314 |
|
10,083 |
|
(22,156) |
Rents and royalties |
26 |
‐ |
|
‐ |
|
212,717 |
|
208,004 |
Financial income |
29 |
183,897 |
|
55,800 |
|
467,451 |
|
310,683 |
|
|
631,571 |
|
543,114 |
|
690,251 |
|
496,531 |
Value added from continuing operations available for distribution |
|
777,039 |
|
646,517 |
|
4,875,345 |
|
3,442,818 |
Value added from discontinued operations available for distribution |
|
106,516 |
|
16,576 |
|
547,144 |
|
1,253,521 |
Total added value available for distribution |
|
883,555 |
|
663,093 |
|
5,422,489 |
|
4,696,339 |
Distribution of value added |
|
|
|
|
|
|
|
|
Personnel and related charges |
|
|
|
|
|
|
|
|
Salaries and wages |
|
109,929 |
|
84,046 |
|
762,025 |
|
971,070 |
Benefits |
|
15,346 |
|
12,254 |
|
222,524 |
|
254,148 |
Government Severance Indemnity Fund for Employees (FGTS) |
|
5,564 |
|
3,825 |
|
54,639 |
|
64,224 |
Others |
|
4,491 |
|
3,247 |
|
67,489 |
|
45,988 |
|
|
135,330 |
|
103,372 |
|
1,106,677 |
|
1,335,430 |
Taxes, fees, and contributions |
|
|
|
|
|
|
|
|
Federal |
|
(142,642) |
|
21,039 |
|
891,356 |
|
731,600 |
State |
|
- |
|
- |
|
358,868 |
|
(65,113) |
Municipal |
|
1,306 |
|
2,202 |
|
91,836 |
|
98,834 |
|
|
(141,336) |
|
23,241 |
|
1,342,060 |
|
765,321 |
Financial expenses and rents |
|
|
|
|
|
|
|
|
Interest, exchange variations and financial instruments |
|
107,079 |
|
63,595 |
|
1,602,232 |
|
786,417 |
Rents |
|
6,762 |
|
(286) |
|
8,672 |
|
36,775 |
Others |
|
490 |
|
2,885 |
|
121,524 |
|
42,007 |
|
|
114,331 |
|
66,194 |
|
1,732,428 |
|
865,199 |
Remuneration of own capital |
|
|
|
|
|
|
||
Dividends |
|
- |
|
218,074 |
|
1,635 |
|
228,489 |
Interest on capital |
|
450,004 |
|
- |
|
450,004 |
|
- |
Retained earnings |
|
218,710 |
|
235,636 |
|
242,541 |
|
248,379 |
|
|
668,714 |
|
453,710 |
|
694,180 |
|
476,868 |
Value added from continuing operations distributed |
|
777,039 |
|
646,517 |
|
4,875,345 |
|
3,442,818 |
Value added from discontinued operations distributed |
|
106,516 |
|
16,576 |
|
547,144 |
|
1,253,521 |
Value added distributed |
|
883,555 |
|
663,093 |
|
5,422,489 |
|
4,696,339 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
(In thousands of Brazilian Reais, unless otherwise stated)
1 Operations
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 31. The activities related to the production and marketing of chemical products (“Oxiteno”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”) are presented as discontinued operations (see Note 4).
This interim financial information was authorized for issuance by the Board of Directors on November 9, 2022.
a. Principles of consolidation and investments in subsidiaries
a.1 Principles of consolidation
In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenues transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains the control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the interim financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2. Investments in subsidiaries
The consolidated interim financial information includes the following direct and indirect subsidiaries:
|
|
|
|
|
% interest in the share capital |
||||||
|
|
|
|
|
09/30/2022 |
|
12/31/2021 |
||||
|
|
|
|
|
Control |
|
Control |
||||
|
|
Location |
Segment |
|
Direct |
|
Indirect |
|
Direct |
|
Indirect |
Ipiranga Produtos de Petróleo S.A. |
|
Brazil |
Ipiranga |
|
100 |
|
- |
|
100 |
|
- |
am/pm Comestíveis Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Icorban - Correspondente Bancário Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Ipiranga Trading Limited |
|
British Virgin Islands |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Tropical Transportes Ipiranga Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Ipiranga Imobiliária Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Ipiranga Logística Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Oil Trading Importadora e Exportadora Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Iconic Lubrificantes S.A. |
|
Brazil |
Ipiranga |
|
- |
|
56 |
|
- |
|
56 |
Integra Frotas Ltda. |
|
Brazil |
Ipiranga |
|
- |
|
100 |
|
- |
|
100 |
Imaven Imóveis Ltda. |
|
Brazil |
Others |
|
- |
|
100 |
|
- |
|
100 |
Imifarma Produtos Farmacêuticos e Cosméticos S.A. (4) |
|
Brazil |
Extrafarma |
|
- |
|
- |
|
- |
|
100 |
Companhia Ultragaz S.A. (1) |
|
Brazil |
Ultragaz |
|
99 |
|
- |
|
- |
|
99 |
Ultragaz Comercial Ltda. |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
Nova Paraná Distribuidora de Gás Ltda. (2) |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
Utingás Armazenadora S.A |
|
Brazil |
Ultragaz |
|
- |
|
57 |
|
- |
|
57 |
Bahiana Distribuidora de Gás Ltda. (3) |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
LPG International Inc. (3) |
|
Cayman Islands |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
UVC Investimentos Ltda |
|
Brazil |
Others |
|
100 |
|
- |
|
- |
|
99 |
Centro de Conveniências Millennium Ltda. and subsidiaries |
|
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
Oxiteno S.A. Indústria e Comércio (5) |
|
Brazil |
Oxiteno |
|
- |
|
- |
|
100 |
|
- |
Oxiteno Argentina Sociedad de Responsabilidad Ltda. |
|
Argentina |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. |
|
Brazil |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Uruguay S.A. |
|
Uruguay |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno México S.A. de C.V. |
|
Mexico |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Servicios Corporativos S.A. de C.V. |
|
Mexico |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Servicios Industriales S.A. de C.V. |
|
Mexico |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno USA LLC |
|
United States |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Global Petroleum Products Trading Corp. (6) |
|
British Virgin Islands |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Europe SPRL |
|
Belgium |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Colombia S.A.S. |
|
Colombia |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Oxiteno Shanghai LTD. |
|
China |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Empresa Carioca de Produtos Químicos S.A. |
|
Brazil |
Oxiteno |
|
- |
|
- |
|
- |
|
100 |
Ultracargo - Operações Logísticas e Participações Ltda. |
|
Brazil |
Ultracargo |
|
100 |
|
- |
|
100 |
|
- |
Ultracargo Logística S.A. (7) |
|
Brazil |
Ultracargo |
|
- |
|
99 |
|
- |
|
99 |
TEAS – Terminal Exportador de Álcool de Santos Ltda. |
|
Brazil |
Ultracargo |
|
- |
|
100 |
|
- |
|
100 |
Ultracargo Vila do Conde Logística Portuária S.A. (8) |
|
Brazil |
Ultracargo |
|
- |
|
100 |
|
- |
|
100 |
Ultrapar International S.A. |
|
Luxembourg |
Others |
|
100 |
|
- |
|
100 |
|
- |
SERMA - Ass. dos usuários equip. proc. de dados |
|
Brazil |
Others |
|
- |
|
100 |
|
- |
|
100 |
UVC - Fundo de investimento em participações multiestratégia investimento no exterior |
|
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
Eaí Clube Automobilista S.A. |
|
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The percentages in the table above are rounded
(1) | On August 1, 2022, the subsidiary Companhia Ultragaz S.A. (“Ultragaz”), became directly controlled by Ultrapar. |
(2) | Non-operating company in closing phase. |
(3) | On July 1, 2022, the indirect subsidiaries Bahiana Distribuidora de Gás Ltda. (“Bahiana”) and LPG International Inc. (“LPG”) became controlled by Ultragaz. |
(4) | On May 18, 2021, the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”, being the transaction closed on August 01, 2022 after the fulfillment of all precedent condictions. For more details, see note 4.c.1. |
(5) | On August 16, 2021, the Company announced the signing of an agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary’s balances to “assets and liabilities held for sale”. On April 1, 2022, the transaction was completed. |
(6) | On January 27, 2022, the subsidiary Global Petroleum Products Trading Corp (“GPPT”) was dissolved. |
(7) | In April 2021, the name of subsidiary Terminal Químico de Aratu S.A - Tequimar was changed to Ultracargo Logística S.A. (“Ultracargo Logística”). |
(8) | On April 29, 2022, the name of subsidiary Tequimar Vila do Conde Logística Portuária S.A was changed to Ultracargo Vila do Conde Logística Portuária S.A. |
b.1 Clarifications on the impacts of the military conflicts between Russia and Ukraine
On February 24, 2022 there was a full-scale military invasion of Ukraine by Russian troops. Since then, global markets have experienced volatility and disruption following the escalation of geopolitical tensions and the onset of military conflict between these countries. While the duration and the impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has and may lead to market disruptions and significant volatility in commodity prices, including crude oil, which may affect the prices of petroleum-based fuel and the demand in the markets in which we operate. Furthermore, the governments of the United States and other countries have imposed economic sanctions on Russia, including politicians and corporate and banking entities. These sanctions, or even the threat of further sanctions, may lead Russia to take countermeasures or retaliatory actions, which may lead to further disruptions in the market and an increase in crude oil prices globally, which may negatively impact our business and operations.
In addition, any new global financial crisis could have a negative impact on our borrowing cost and on our ability to obtain future borrowings. Disruptions in the financial markets could also lead to a reduction in available commercial credit due to liquidity concerns of the counterparties. If we experience a decrease in demand for our products or an increase in the default rate on our receivables, or if we are unable to obtain borrowings, our business, financial condition and results of operations could be adversely affected.
b.2 Conclusion (“closing”) of Oxiteno S.A. sale agreement
On August 16, 2021, the Company signed the agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“Oxiteno S.A.”) to Indorama Ventures PLC (“Indorama”). On March 7, 2022, the Administrative Council for Economic Defense (CADE) approved the transaction without restrictions. On April 1, 2022, all conditions precedent were met and the transaction was completed. The initial payment of US$ 1,150 million (equivalent to R$ 5,448 million )(1), adjusted for variations in working capital and net debt position of US$ 176 million (equivalent to R$ 834 million) (1), resulted in a total initial payment of US$ 1,326 (equivalent to R$ 6,282 million) (1), made on April 1, 2022. The final payment of US$ 150 million will be made in April 2024. For more information, see note 4.b. The Company held a 100% interest in Oxiteno S.A.
(1) Amount converted into reais at the exchange rate on the closing date of the transaction (US$ 1.00 to R$ 4.7372).
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.3 Conclusion (“closing”) of Extrafarma sale agreement
On May 18, 2021 the Company signed the agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). On June 22, 2022, CADE approved the transaction, through the execution of a Merger Control Agreement (“Acordo em Controle de Concentrações - ACC”), providing for the divestment of 8 Extrafarma stores, which did not result in change in the enterprise value. On August 1, 2022, the transaction was closed, after the fulfillment of all precedent conditions. The amount of R$ 700 million was adjusted by the variations in working capital and net debt position of R$ 37.7 million resulting in the total amount of R$ 737.7 million. This amount is still subject to final working capital and net debt adjustments. Of the first installment of R$ 372.3 million, R$ 365.4 million was paid by Pague Menos on August 1, 2022 and R$ 6.9 million was paid in cash by shareholders who exercised their preemptive rights. The payment of the two remaining installments of R$ 182.7 million each will be made in August, 2023 and August, 2024 by Pague Menos. The Company held a 100% interest in Extrafarma, through subsidiary Ipiranga.
2 Basis of preparation and presentation of the interim financial information
The individual and consolidated interim financial information ("quarterly information"), identified as Parent and Consolidated, was prepared in accordance with the International Accounting Standard ("IAS") 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).
All relevant specific information of the interim financial information, and only this information, was presented and corresponds to that used by the Company’s and its subsidiaries’ Management.
The presentation currency of the Company’s interim financial information is the Brazilian Real, which is the Company’s functional currency, unless otherwise stated.
The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the presented amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years.
The Company reviews its judgments, estimates and assumptions on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2021. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2021.
The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:
(i) | derivative and non-derivative financial instruments measured at fair value; |
(ii) | share-based payments and employee benefits measured at fair value; |
(iii) | deemed cost of property, plant and equipment. |
The main accounting policies applied in the preparation of this interim financial information are set out in Note 3. The interim financial information was prepared considering the going concern assumption.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
3. Summary of significant accounting policies
This interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices. This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2021, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements. Therefore, this interim financial information focuses on new activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.
The accounting policies have been consistently applied to all consolidated companies and are consistent with those used in the parent. There have been no changes with respect to such policies and methods for calculating estimates, except for the new accounting policies presented in note 3.a.
The new standards and interpretations issued, up to the issuance of the Company's individual and consolidated interim financial information, are described below. The Company and its subsidiaries intend to adopt these new standards, amendments and interpretations, if applicable, when they become effective and do not expect to have a material impact arising from their application in its individual and consolidated interim financial information.
a.1 Accounting policies adopted
The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on January 1, 2022, had no significant impact on the interim financial information for the three-month period ended September 30, 2022:
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations to IFRSs issued by the IASB were not adopted because they were not effective in the period ended September 30, 2022, and the Company does not expect to have significant impact on future financial statements and/or interim financial information:
In order to be prepared for the transition of the IBORs, the Company is monitoring the pronouncements of the authorities, as well as the measures that have been adopted, aiming at the adaptation of the financial instruments to the new benchmarks. As of September 30, 2022, the Company and its subsidiaries do not have any operations linked to LIBOR. Therefore, the Company understands that there are not relevant currently impacts from the LIBOR change on its operations.
4. Assets and liabilities of subsidiaries held for sale and discontinued operations
The divestments of Oxiteno and Extrafarma are aligned with Ultrapar's portfolio review. With a more complementary and synergistic businesses, Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In this context, the Company announced the contracts signing described below and, classified these transactions as assets and liabilities held for sale and discontinued operations.
On December 31, 2021, the Company recognized deferred taxes related to Extrafarma's impairment accounting and allocated it to discontinued operations.
a. Sale of Extrafarma’s shares
On August 1, 2022, the transaction was closed, including the fulfillment of all precedent conditions. For more information, see Note 1.b.3.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
On September 30, 2022, the Company calculated the result from the conclusion of the transaction, considering the sales revenue, less write-off of the investment, plus transaction costs, as shown below:
|
Amount |
Total operation amount (EV – enterprise value) |
700,000 |
Cash/net debt on December 31, 2020 |
(99,897) |
Operation sale price |
600,103 |
Estimated working capital and net debt adjustments |
134,279 |
Cost of write-off of investment |
(1,115,102) |
Reversal of impairment |
427,529 |
Provision for indemnities |
(11,165) |
Transaction costs |
(13,282) |
Gain on disposal of investments before the effect of cessation of depreciation |
22,362 |
Cessation of depreciation |
(27,084) |
Loss with disposal of investments after the effect of cessation of depreciation |
(4,722) |
Current income and social contribution taxes |
133,961 |
Deferred income and social contribution taxes |
(141,564) |
Loss on disposal of investments, net |
(12,325) |
b. Sale of shares of Oxiteno S.A.
On August 16, 2021, the Company announced the signing of an agreement for the sale of all shares of Oxiteno S.A. to Indorama. On April 1, 2022, the Company announced the conclusion of the transaction after approval by CADE without restrictions. For more information, see Note 1.b.2.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
On September 30, 2022, the Company calculated the result from the conclusion of the transaction, considering the sales revenue, less write-off of the investment, plus transaction costs, as shown below:
|
Amount |
Total value of Oxiteno’s purchase and sale agreement |
6,994,191 |
Working capital and net debt adjustments |
(13,146) |
Proceeds from settlement of intercompany loan held by Oxiteno |
(3,980,702) |
Adjustment to present value on transaction closing date referring to installment deferred of settlement |
(81,397) |
Revenue from the sale of investments, net of adjustment to present value |
2,918,946 |
Cost of write-off of investment |
(2,118,949) |
Cumulative translation adjustments, net of cash flow hedging losses, reclassified to income statement |
(277,045) |
Transaction costs |
(77,843) |
Provision for indemnities |
(136,103) |
Gain on disposal of investments before the effect of cessation of depreciation |
309,006 |
Cessation of depreciation |
(51,372) |
Gain with disposal of investments after the effect of cessation of depreciation |
257,634 |
Current income and social contribution taxes |
(245,478) |
Deferred income and social contribution taxes |
46,247 |
Gain on disposal of investments, net |
58,403 |
For more information, see Note 1.b.2.
c. Disclosure of the impacts of IFRS 5 (CPC 31) - discontinued operations
The tables of discontinued operation are detailed below and include the profit or loss incurred throughout 2022 and 2021, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, among others.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.1 The results for the period and cash flows from discontinued operations for the nine-month period ended September 30, 2022 are shown below:
|
|
Oxiteno |
|
Extrafarma |
|
Eliminations (*) |
|
Ultrapar |
|
09/30/2022 |
Net revenue from sales and services |
|
2,039,287 |
|
1,235,487 |
|
(7,241) |
|
‐ |
|
3,267,533 |
Cost of products and services sold |
|
(1,580,000) |
|
(912,310) |
|
7,241 |
|
‐ |
|
(2,485,069) |
Gross profit |
|
459,287 |
|
323,177 |
|
‐ |
|
‐ |
|
782,464 |
Selling, marketing and administrative |
|
(201,365) |
|
(438,601) |
|
‐ |
|
‐ |
|
(639,966) |
Other operating income (expenses), net |
|
10,736 |
|
(5,951) |
|
‐ |
|
252,913 |
|
257,698 |
Operating income (loss) |
|
268,658 |
|
(121,375) |
|
‐ |
|
252,913 |
|
400,196 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
|
(231) |
|
‐ |
|
‐ |
|
‐ |
|
(231) |
Income (loss) before financial result and income and social contribution taxes |
|
268,427 |
|
(121,375) |
|
‐ |
|
252,913 |
|
399,965 |
Financial result, net |
|
23,153 |
|
(25,059) |
|
54,431 |
|
- |
|
52,525 |
Income (loss) before income and social contribution taxes |
|
291,580 |
|
(146,434) |
|
54,431 |
|
252,913 |
|
452,490 |
Income and social contribution taxes |
|
(16,924) |
|
20,826 |
|
(18,507) |
|
(206,835) |
|
(221,440) |
Net effect of cessation of depreciation (i) |
|
51,372 |
|
27,084 |
|
‐ |
|
‐ |
|
78,456 |
Net income (loss) for the period |
|
326,028 |
|
(98,524) |
|
35,924 |
|
46,078 |
|
309,506 |
(*) Elimination between continuing and discontinued operations related to the intercompany loan between Ultrapar International and Oxiteno.
(i) As of January 1, 2022, the depreciation and amortization of assets classified as held for sale ceased, in compliance with item 25 of CPC 31/IFRS 5.
The impact of the proceeds from the sale of Oxiteno in the total amount of R$ 6.2 billion was considered in the statement of cash flows as a continuing operation, comprising the sale of the investment of approximately R$ 2.3 billion and the receipt of the intercompany loan owed by Oxiteno S.A. to Ultrapar International in the approximate amount of R$3.9 billion.
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
09/30/2022 |
Net cash (used in) provided by operating activities |
(81,558) |
|
(68,370) |
|
180,478 |
|
30,550 |
Net cash (used in) provided by investing activities |
1,011,736 |
|
(25,323) |
|
(1,206,603) |
|
(220,190) |
Net cash (used in) provided by financing activities |
(1,245,754) |
|
40,585 |
|
1,026,144 |
|
(179,025) |
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
(19,315) |
|
‐ |
|
‐ |
|
(19,315) |
Increase (decrease) in cash and cash equivalents |
(334,891) |
|
(53,108) |
|
19 |
|
(387,980) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.1.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 309,506, classified as income from discontinued operations in the consolidated financial statements. The income (loss) from consolidated discontinued operations was R$ 309,506 in the statement of income for the nine-month period ended September 30, 2022.
c.2 The results and cash flows for the nine-month period ended September 30, 2021, which were re-presented, are shown below:
|
|
09/30/2021 |
|
Discontinued operations |
|
|
|
09/30/2021 |
||||
|
|
Originally presented |
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
Total |
|
Re-presented |
|
|
A |
|
|
|
|
|
|
|
B |
|
(A-B) |
Net revenue from sales and services |
|
84,387,464 |
|
5,090,252 |
|
1,487,107 |
|
(18,394) |
|
6,558,965 |
|
77,828,499 |
Cost of products and services sold |
|
(79,376,849) |
|
(3,909,391) |
|
(1,032,083) |
|
18,394 |
|
(4,923,080) |
|
(74,453,769) |
Gross profit |
|
5,010,615 |
|
1,180,861 |
|
455,024 |
|
‐ |
|
1,635,885 |
|
3,374,730 |
Selling, marketing and administrative |
|
(3,579,810) |
|
(710,009) |
|
(522,551) |
|
‐ |
|
(1,232,560) |
|
(2,347,250) |
Gain (loss) on disposal of property, plant and equipment and intangible assets |
|
58,185 |
|
144 |
|
148 |
|
‐ |
|
292 |
|
57,893 |
Impairment of assets |
|
(394,675) |
|
‐ |
|
(394,675) |
|
‐ |
|
(394,675) |
|
‐ |
Other operating income, net |
|
101,485 |
|
23,751 |
|
11 |
|
‐ |
|
23,762 |
|
77,723 |
Operating income (loss) |
|
1,195,800 |
|
494,747 |
|
(462,043) |
|
‐ |
|
32,704 |
|
1,163,096 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
|
(22,023) |
|
119 |
|
‐ |
|
14 |
|
133 |
|
(22,156) |
Income (loss) before financial result and income and social contribution taxes |
|
1,173,777 |
|
494,866 |
|
(462,043) |
|
14 |
|
32,837 |
|
1,140,940 |
Financial result, net |
|
(632,449) |
|
(298,785) |
|
(33,126) |
|
246,364 |
|
(85,547) |
|
(546,902) |
Income (loss) before income and social contribution taxes |
|
541,328 |
|
196,081 |
|
(495,169) |
|
246,378 |
|
(52,710) |
|
594,038 |
Income and social contribution taxes |
|
(47,884) |
|
56,284 |
|
96,766 |
|
(83,764) |
|
69,286 |
|
(117,170) |
Net income (loss) from continuing operations |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
476,868 |
Net income (loss) from discontinued operations |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
16,576 |
|
16,576 |
Net income (loss) for the period |
|
493,444 |
|
252,365 |
|
(398,403) |
|
162,614 |
|
16,576 |
|
493,444 |
Depreciation and amortization of intangible assets and of right-of-use assets (i) |
|
1,014,539 |
|
222,146 |
|
115,041 |
|
‐ |
|
337,187 |
|
677,352 |
(i) Balances included for a complete breakdown of segment information.
|
09/30/2021 |
|
Discontinued operations |
|
09/30/2021 |
||||||
|
Originally presented |
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
Total |
|
Re-presented |
|
A |
|
|
|
|
|
|
|
B |
|
(A-B) |
Net cash (used in) provided by operating activities |
1,882,443 |
|
941,316 |
|
(1,078) |
|
(2,333) |
|
937,905 |
|
944,538 |
Net cash (used in) provided by investing activities |
1,214,045 |
|
(102,821) |
|
(26,423) |
|
‐ |
|
(129,244) |
|
1,343,289 |
Net cash (used in) provided by financing activities |
(2,969,893) |
|
(878,335) |
|
(12,031) |
|
375,543 |
|
(514,823) |
|
(2,455,070) |
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
38,211 |
|
48,918 |
|
‐ |
|
‐ |
|
48,918 |
|
(10,707) |
Increase (decrease) in cash and cash equivalents |
164,806 |
|
9,078 |
|
(39,532) |
|
373,210 |
|
342,756 |
|
(177,950) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.2.1 In the parent company, the share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, was re-presented as discontinued operations in the total amount of R$ 16,576 in the statement of income for 2021.
5 Cash and cash equivalents, financial investments and derivative financial instruments
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the DI, in repurchase agreement, financial bills, and in short-term investments funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investments funds, whose portfolio is comprised of Federal Government bonds; and (iii) in currency and interest rate hedging instruments.
The financial assets were classified based on business model of financial assets of the Company and its subsidiaries and are disclosed on Note 32.j.
Cash, cash equivalents and financial investments (consolidated) amounted to R$ 6,318,331 as of September 30, 2022 (R$ 4,463,473 as of December 31, 2021) and are as follows:
a. Cash and cash equivalents
Cash and cash equivalents of the Company and its subsidiaries are presented as follows:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Cash and bank deposits |
|
|
|
|
|
|
|
In local currency |
2,588 |
|
2,554 |
|
209,954 |
|
317,907 |
In foreign currency |
‐ |
|
‐ |
|
4,901 |
|
16,640 |
Financial investments considered cash equivalents |
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
Fixed-income securities |
583,394 |
|
18,979 |
|
4,018,600 |
|
1,943,164 |
In foreign currency |
|
|
|
|
|
|
|
Fixed-income securities |
‐ |
|
‐ |
|
393,197 |
|
2,363 |
Total cash and cash equivalents |
585,982 |
|
21,533 |
|
4,626,652 |
|
2,280,074 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Financial investments and derivative financial instruments
The financial investments that are not classified as cash and cash equivalents are presented as follows:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Financial investments |
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
Fixed-income securities and funds |
319,881 |
|
142,065 |
|
1,049,779 |
|
1,607,608 |
In foreign currency |
|
|
|
|
|
|
|
Fixed-income securities and funds |
‐ |
|
‐ |
|
‐ |
|
103,239 |
Currency and interest rate hedging instruments (a) |
‐ |
|
‐ |
|
641,900 |
|
472,552 |
Total financial investments and derivative financial instruments |
319,881 |
|
142,065 |
|
1,691,679 |
|
2,183,399 |
Current |
319,881 |
|
142,065 |
|
1,264,043 |
|
1,804,122 |
Non-current |
‐ |
|
‐ |
|
427,636 |
|
379,277 |
(a) Accumulated gains, net of income tax (see Note 32.i).
6 Trade receivables, reseller financing and other receivables (Consolidated)
a. Trade receivables
The breakdown of trade receivables is as follows:
|
09/30/2022 |
|
12/31/2021 |
Domestic customers |
4,404,902 |
|
3,805,756 |
Domestic customers - related parties (see note 9.a.2) |
‐ |
|
57 |
Foreign customers |
12,413 |
|
3,137 |
Foreign customers - related parties (see note 9.a.2) |
2,785 |
|
4,400 |
|
4,420,100 |
|
3,813,350 |
(-) Allowance for expected credit losses |
(341,890) |
|
(374,355) |
Total |
4,078,210 |
|
3,438,995 |
Current |
4,013,730 |
|
3,375,246 |
Non-current |
64,480 |
|
63,749 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The breakdown of trade receivables, gross of allowance for expected credit losses, is as follows:
The breakdown of the allowance for expected credit losses is as follows:
Movements in the allowance for expected credit losses are as follows:
Balance as of December 31, 2021 |
374,355 |
Additions |
121,307 |
Reversals |
(106,768) |
Write-offs |
(47,004) |
Balance as of September 30, 2022 |
341,890 |
For more information on the allowance for expected credit losses, see Note 32.d.3.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The breakdown of reseller financing, gross of allowance for expected credit losses, is as follows:
The breakdown of the loss allowance for expected credit losses is as follows:
Movements in the allowance for expected credit losses are as follows:
Balance as of December 31, 2021 |
185,278 |
Additions |
30,943 |
Reversals |
(31,222) |
Write-offs |
(4,747) |
Balance as of September 30, 2022 |
180,252 |
For more information on the allowance for expected credit losses, see Note 32.d.3.
c. Trade receivables - sale of subsidiaries (Consolidated)
The breakdown of other receivables is comprised as follows:
|
09/30/2022 |
|
12/31/2021 |
Sale of subsidiary Oxiteno: |
|
|
|
Receivables from sale of investments (i) |
810,990 |
|
- |
(-) Adjustment to present value - sale of investments (ii) |
(69,133) |
|
‐ |
Sale of subsidiary Extrafarma: |
|
|
|
Receivables from sale of investments (iii) |
372,215 |
|
‐ |
|
1,114,072 |
|
- |
Current |
186,108 |
|
- |
Non-current |
927,964 |
|
- |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
(i) Refers to the final installment of the sale of Oxiteno, in amount of USD 150 million, due in 2024. In May 2022, the parent Ultrapar made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Oxiteno to Ultrapar International.
(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.1741%. The amount on September 30 includes present value realization and exchange variation of the transaction closing date until September 30, 2022.
(iii) Refer to the sale of Extrafarma, which will be paid in two installments of R$ 186,108, maturing in August 2023 and August 2024, monetarily adjusted by the CDI rate + 0.5% p.a.
7 Inventories (Consolidated)
The breakdown of inventories, net of provision for losses, is shown as follows:
|
09/30/2022 |
|
12/31/2021 |
Fuels, lubricants and greases |
3,467,151 |
|
3,038,061 |
Raw materials |
301,721 |
|
293,242 |
Liquified petroleum gas (LPG) |
148,814 |
|
146,070 |
Consumable materials and other items for resale |
175,138 |
|
115,275 |
Purchase for future delivery (1) |
220,858 |
|
301,992 |
Properties for resale |
20,006 |
|
24,132 |
|
4,333,688 |
|
3,918,772 |
(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.
Movements in the provision for losses are as follows:
Balance as of December 31, 2021 |
13,078 |
Reversal of provision for adjustment to realizable value |
(404) |
Provision for obsolescence and other losses |
3,981 |
Balance as of September 30, 2022 |
16,655 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
8 Recoverable taxes (Consolidated)
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
|
09/30/2022 |
|
12/31/2021 |
ICMS (a.1) |
1,187,751 |
|
893,206 |
PIS and COFINS (a.2) |
1,344,733 |
|
1,177,513 |
Valued-added tax (VAT) of foreign subsidiaries |
‐ |
|
179 |
Others |
66,946 |
|
37,127 |
Total |
2,599,430 |
|
2,108,025 |
Current |
1,132,448 |
|
1,061,227 |
Non-current |
1,466,982 |
|
1,046,798 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following subsidiaries and operations:
(i)The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 1,187,751 (R$ 893,206 as of December 31, 2021) recognized, mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz; and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than that of the actual operation performed by the subsidiary IPP.
The amounts of recoverable ICMS are realized by the operation subjected to taxes itself, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.
a.2 The recoverable PIS and COFINS are substantially related to:
(i)The balance of PIS and COFINS includes credits recorded under Laws 10,637/2002 and 10,833/2003, as well as amounts arising from a favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis. For further details, see note 27.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The credit balance of PIS and COFINS is realized through the settlement of own debts in subsequent months or with other debts managed by the Receita Federal and social security when allowed by law. Management estimates the realization of these credits within up to 5 years.
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments, with Management estimating the realization of these credits within up to 5 years.
|
Consolidated |
||
|
09/30/2022 |
|
12/31/2021 |
IRPJ and CSLL |
381,813 |
|
447,191 |
Current |
226,229 |
|
291,833 |
Non-current |
155,584 |
|
155,358 |
9 Related parties
a. Related parties
The balances and transactions between the Company and its related parties are disclosed below:
a.1 Parent
|
09/30/2022 |
||||||||
|
Assets |
|
Liabilities |
|
|
||||
|
Debentures |
|
Other receivables |
|
Related parties |
|
Other payables |
|
Financial income (expenses) |
Ipiranga Produtos de Petróleo S.A. |
- |
|
46,162 |
|
‐ |
|
556,487(2) |
|
29,495(1) |
Cia Ultragaz S.A. |
510,277(3) |
|
7,992 |
|
‐ |
|
‐ |
|
13,260(3) |
Ultracargo Logística S.A. |
‐ |
|
1,908 |
|
‐ |
|
‐ |
|
‐ |
Eaí Clube Automobilista S.A. |
‐ |
|
404 |
|
‐ |
|
‐ |
|
‐ |
UVC Investimentos Ltda |
‐ |
|
45 |
|
‐ |
|
‐ |
|
‐ |
am/pm Comestíveis Ltda. |
‐ |
|
83 |
|
‐ |
|
‐ |
|
‐ |
Iconic Lubrificantes S.A. |
‐ |
|
2 |
|
‐ |
|
‐ |
|
‐ |
Química da Bahia Indústria e Comércio S.A. |
‐ |
|
‐ |
|
2,875 |
|
‐ |
|
‐ |
SERMA - Ass. dos usuários equip. proc. de dados |
‐ |
|
‐ |
|
‐ |
|
194 |
|
‐ |
Others |
‐ |
|
177 |
|
‐ |
|
‐ |
|
‐ |
Total |
510,277 |
|
56,773 |
|
2,875 |
|
556,681 |
|
42,755 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
12/31/2021 |
|
09/30/2021 |
||||||
|
Assets |
|
Liabilities |
|
|
||||
|
Debentures |
|
Other receivables |
|
Related parties |
|
Other payables |
|
Financial income (expenses) |
Ipiranga Produtos de Petróleo S.A. |
406,787(1) |
|
71,585 |
|
‐ |
|
1,085 |
|
13,470(1) |
Cia Ultragaz S.A. |
‐ |
|
11,060 |
|
‐ |
|
6,798 |
|
‐ |
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
‐ |
|
7,025 |
|
4,674 |
|
404 |
|
‐ |
Oxiteno S.A. Indústria e Comércio |
‐ |
|
3,787 |
|
‐ |
|
2 |
|
‐ |
Ultracargo Logística S.A. |
‐ |
|
2,798 |
|
‐ |
|
‐ |
|
‐ |
Eaí Clube Automobilista S.A. |
‐ |
|
200 |
|
‐ |
|
‐ |
|
‐ |
UVC Investimentos Ltda |
‐ |
|
21 |
|
‐ |
|
‐ |
|
‐ |
am/pm Comestíveis Ltda. |
‐ |
|
146 |
|
‐ |
|
‐ |
|
‐ |
Iconic Lubrificantes S.A. |
‐ |
|
11 |
|
‐ |
|
‐ |
|
‐ |
SERMA - Ass. dos usuários equip. proc. de dados |
‐ |
|
293 |
|
‐ |
|
322 |
|
‐ |
Others |
‐ |
|
‐ |
|
‐ |
|
1 |
|
‐ |
Total |
406,787 |
|
96,926 |
|
4,674 |
|
8,612 |
|
13,470 |
(1) In March 2021, the subsidiary IPP carried out its nineth private offering in one single series of 400,000 debentures at face value of R$ 1,000.00 each, nonconvertible into shares, unsecured, with maturity on March 31, 2024 and semiannual interest linked to DI, fully subscribed by the Company. The amount was received on July 28, 2022.
(2) Substantially composed of the final installment payable to Ipiranga in the amount of R$ 556,455 referring to the agreement for the acquisition of Ultragaz. The referred transaction of sale and purchase was conducted between companies under common control, through which the Parent company obtained the direct control of Ultragaz; accordingly IFRS 3 – Business Combinations was not applied. The amount was settled in October, 31, 2022.
(3) In June 2022, the subsidiary Cia Ultragaz carried out its first private offering in one single series of 500,000 debentures at face value of R$ 1,000.00 each, nonconvertible into shares, unsecured, with maturity on July 28, 2027 and semiannual interest linked to DI, fully subscribed by the Company.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2 Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:
|
09/30/2022 |
||||||||||
|
Loans (1) |
|
Commercial transactions |
|
Trading transactions |
||||||
|
Assets |
Liabilities |
|
Receivables |
|
Trade payables |
|
Sales and services provided |
|
Purchases |
|
Química da Bahia Indústria e Comércio S.A. |
‐ |
2,875 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Refinaria de Petróleo Riograndense S.A. |
‐ |
‐ |
|
‐ |
|
2,549 |
|
‐ |
|
197,743 |
|
União Vopak Armazéns Gerais Ltda. |
‐ |
‐ |
|
‐ |
|
‐ |
|
588 |
|
‐ |
|
Latitude Logística Portuária S.A. |
‐ |
‐ |
|
‐ |
|
343 |
|
‐ |
|
‐ |
|
Nordeste Logistica I S.A. |
‐ |
‐ |
|
‐ |
|
23 |
|
‐ |
|
‐ |
|
Nordeste Logistica III S.A. |
‐ |
‐ |
|
‐ |
|
17 |
|
‐ |
|
‐ |
|
Chevron (Thailand) Limited (2) |
‐ |
‐ |
|
‐ |
|
10 |
|
‐ |
|
799 |
|
Chevron Latin America Marketing LLC (2) |
‐ |
‐ |
|
34 |
|
‐ |
|
‐ |
|
‐ |
|
Chevron Lubricants Oils S.A. (2) |
‐ |
‐ |
|
‐ |
|
51 |
|
475 |
|
‐ |
|
Chevron Marine Products (2) |
‐ |
‐ |
|
2,443 |
|
‐ |
|
10,670 |
|
‐ |
|
Chevron Oronite Brasil Ltda. (2) |
‐ |
‐ |
|
‐ |
|
50,189 |
|
‐ |
|
114,529 |
|
Chevron Products Company (2) |
‐ |
‐ |
|
‐ |
|
184,045 |
|
‐ |
|
501,960 |
|
Chevron Belgium NV (2) |
‐ |
‐ |
|
‐ |
|
1,751 |
|
‐ |
|
9,913 |
|
Chevron Petroleum CO Colombia (2) |
‐ |
‐ |
|
220 |
|
‐ |
|
220 |
|
‐ |
|
Chevron Brasil Oleos Basicos Ltda. (2) |
‐ |
‐ |
|
‐ |
|
6 |
|
‐ |
|
‐ |
|
Chevron Lubricants Lanka PLC (2) |
‐ |
‐ |
|
88 |
|
‐ |
|
88 |
|
‐ |
|
Others (1) |
‐ |
617 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Total |
‐ |
3,492 |
|
2,785 |
|
238,984 |
|
12,041 |
|
824,944 |
(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) Non-controlling shareholders and other related parties of Iconic.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
12/31/2021 |
|
09/30/2021 |
||||||||
|
Loans (1) |
|
Commercial transactions |
|
Trading transactions |
||||||
|
Assets |
Liabilities |
|
Receivables |
|
Trade payables |
|
Sales and services provided |
|
Purchases |
|
Química da Bahia Indústria e Comércio S.A. |
‐ |
2,875 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Refinaria de Petróleo Riograndense S.A. |
‐ |
‐ |
|
‐ |
|
90,761 |
|
‐ |
|
513,382 |
|
ConectCar Soluções de Mobilidade Eletrônica S.A. |
‐ |
‐ |
|
‐ |
|
‐ |
|
1,469 |
|
112 |
|
União Vopak Armazéns Gerais Ltda. |
‐ |
‐ |
|
57 |
|
‐ |
|
52 |
|
‐ |
|
Chevron (Thailand) Limited (2) |
‐ |
‐ |
|
204 |
|
‐ |
|
462 |
|
1,072 |
|
Chevron Lubricants Lanka PLC (2) |
‐ |
‐ |
|
‐ |
|
‐ |
|
164 |
|
‐ |
|
Chevron Lubricants Oils S.A. (2) |
‐ |
‐ |
|
319 |
|
‐ |
|
415 |
|
‐ |
|
Chevron Marine Products (2) |
‐ |
‐ |
|
3,663 |
|
‐ |
|
9,581 |
|
‐ |
|
Chevron Oronite Brasil Ltda. (2) |
‐ |
‐ |
|
‐ |
|
53,378 |
|
302 |
|
113,081 |
|
Chevron Products Company (2) |
‐ |
‐ |
|
‐ |
|
158,557 |
|
‐ |
|
550,367 |
|
Chevron Belgium NV (2) |
‐ |
‐ |
|
‐ |
|
821 |
|
‐ |
|
6,353 |
|
Chevron Petroleum CO Colombia (2) |
‐ |
‐ |
|
214 |
|
‐ |
|
392 |
|
‐ |
|
Others (1) |
490 |
659 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Total |
490 |
3,534 |
|
4,457 |
|
303,517 |
|
12,837 |
|
1,184,367 |
(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) Non-controlling shareholders and other related parties of Iconic.
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance. The operations of ConectCar refer to services provided. In the opinion of the Company’s and its subsidiaries’ Management, transactions with related parties are not subject to settlement risk, therefore, no provision for expected losses on accounts receivable or guarantees are recorded. Guarantees provided by the Company in loans of subsidiaries and associates are mentioned in Note 17.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Key executives (Consolidated)
The Company’s compensation strategy for Management's key executives combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.
Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. For more details about post-employment benefits see Note 21.b.
The expenses for compensation of its key executives (Members of the Board of Directors and executive officers) are shown below:
|
09/30/2022 |
|
09/30/2021 |
Short-term compensation |
45,208 |
|
33,201 |
Stock compensation |
12,670 |
|
10,839 |
Post-employment benefits |
2,622 |
|
2,002 |
Total |
60,500 |
|
46,042 |
c. Stock plan (Consolidated)
Since 2003 Ultrapar has adopted a stock plan in which the executive has the benefit from shares held in treasury until the transfer of the full ownership of the shares to those eligible members of management after five to seven years from the initial grant of the rights subject to uninterrupted employment of the participant during the period. The volume of shares and the executives eligible are determined by the Board of Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors members are not eligible to participate in the stock plan. The fair value of the grants was determined on the grant date based on the market value of the shares on B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes shares granted to the management of the Company and its subsidiaries:
Grant date |
Number of shares granted |
Vesting period |
Market price of shares on the grant date (in R$ per share) |
Total grant costs, including taxes |
|
Accumulated recognized grant costs |
|
Accumulated unrecognized grant costs |
March 4, 2016 |
66,664 |
2023 |
32.72 |
9,025 |
|
(8,846) |
|
179 |
Balance as of September 30, 2022 |
66,664 |
|
|
9,025 |
|
(8,846) |
|
179 |
For the nine-month period ended September 30, 2022, the amortization of R$ 406 (reversal of R$ 1,689 in the nine-month period ended September 30, 2021 – re-presented) was recognized as a general and administrative expense.
The table below summarizes the changes in the number of shares granted:
Balance as of December 31, 2021 |
|
133,332 |
Shares transferred to executives |
|
(66,668) |
Balance as of September 30, 2022 |
|
66,664 |
In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a new incentive plan based on shares (“Plan”), which establishes the general terms and conditions for the granting of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, in periods of three to six years, to directors or employees of the Company or its subsidiaries.
As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the restricted and performance stock programs:
Program |
Grant date |
Number of shares granted |
Vesting period |
Market price of shares on the grant date (in R$ per share) |
Total exercisable grant costs, including taxes |
|
Accumulated recognized exercisable grant costs |
|
Accumulated unrecognized exercisable grant costs |
Restricted |
November 8, 2017 |
2,860 |
2022 |
38.19 |
185 |
|
(182) |
|
3 |
Restricted |
April 4, 2018 |
6,658 |
2023 |
34.35 |
427 |
|
(385) |
|
42 |
Restricted |
September 19, 2018 |
80,000 |
2024 |
19.58 |
2,161 |
|
(1,440) |
|
721 |
Restricted |
September 24, 2018 |
80,000 |
2024 |
18.40 |
2,528 |
|
(1,686) |
|
842 |
Restricted |
April 3, 2019 |
79,864 |
2023 and 2024 |
23.25 |
3,489 |
|
(2,755) |
|
734 |
Performance |
April 3, 2019 |
39,932 |
2024 |
23.25 |
1,716 |
|
(1,198) |
|
518 |
Restricted |
September 2, 2019 |
320,000 |
2025 |
16.42 |
8,581 |
|
(4,410) |
|
4,171 |
Restricted |
April 1, 2020 |
193,827 |
2023 to 2025 |
12.53 |
4,584 |
|
(3,012) |
|
1,572 |
Performance |
April 1, 2020 |
277,225 |
2023 to 2025 |
12.53 |
5,786 |
|
(3,715) |
|
2,071 |
Restricted |
September 16, 2020 |
300,000 |
2026 |
23.03 |
11,793 |
|
(4,095) |
|
7,698 |
Restricted |
April 7, 2021 |
440,623 |
2024 |
21.00 |
17,302 |
|
(8,292) |
|
9,010 |
Performance |
April 7, 2021 |
467,724 |
2024 |
21.00 |
18,375 |
|
(9,366) |
|
9,009 |
Restricted |
September 22, 2021 |
1,000,000 |
2027 |
14.17 |
22,520 |
|
(4,066) |
|
18,454 |
Restricted |
April 6, 2022 |
797,872 |
2025 |
14.16 |
21,119 |
|
(3,520) |
|
17,599 |
Performance |
April 6, 2022 |
800,039 |
2025 |
14.16 |
21,177 |
|
(3,578) |
|
17,599 |
Restricted |
September 21, 2022 |
2,640,000 |
2032 |
12.98 |
64,048 |
|
(534) |
|
63,514 |
|
7,526,624 |
|
|
205,791 |
|
(52,234) |
|
153,557 |
For the nine-month period ended September 30, 2022, a general and administrative expense in the amount of R$ 26,361 was recognized in relation to the Plan (R$ 16,145 for the nine-month period ended September 30, 2021 – re-presented).
Balance as of December 31, 2021 |
|
4,415,294 |
Shares granted during the year |
|
4,191,698 |
Cancellation of granted shares due to termination of executive employment |
|
(836,030) |
Shares transferred (vesting) |
|
(480,682) |
Reclassification from assets held for sale |
|
236,344 |
Balance as of September 30, 2022 |
|
7,526,624 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
10 Income and social contribution taxes
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provision for differences between cash and accrual basis, tax loss carryforwards, negative tax bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Assets - deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
Provision for losses with assets |
‐ |
|
‐ |
|
42,411 |
|
57,924 |
Provision for tax, civil and labor risks |
52,558 |
|
‐ |
|
226,298 |
|
188,236 |
Provision for post-employment benefits |
843 |
|
760 |
|
75,120 |
|
73,335 |
Provision for differences between cash and accrual basis (i) |
‐ |
|
‐ |
|
182,909 |
|
24,754 |
Goodwill |
‐ |
|
‐ |
|
3,608 |
|
4,825 |
Business combination – tax basis vs. accounting basis of goodwill |
‐ |
|
‐ |
|
17,698 |
|
18,699 |
Provision for asset retirement obligation |
‐ |
|
‐ |
|
16,386 |
|
16,991 |
Provision for suppliers |
7,278 |
|
6,354 |
|
149,250 |
|
39,364 |
Provision for profit sharing and bonus |
10,922 |
|
9,541 |
|
55,670 |
|
44,876 |
Leases payable |
306 |
|
1,264 |
|
54,638 |
|
41,463 |
Change in fair value of subscription warrants |
8,381 |
|
10,957 |
|
8,381 |
|
10,957 |
Provision for deferred revenue |
‐ |
|
‐ |
|
8,402 |
|
15,643 |
Other provisions |
8,591 |
|
85 |
|
20,757 |
|
2,769 |
Tax loss carryforwards (10.d) |
51,514 |
|
43,441 |
|
286,121 |
|
148,345 |
Total |
140,393 |
|
72,402 |
|
1,147,649 |
|
688,181 |
Offset liability balance |
- |
|
‐ |
|
(126,297) |
|
(116,426) |
Net balances of deferred tax assets |
140,393 |
|
72,402 |
|
1,021,352 |
|
571,755 |
Liabilities - deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
Revaluation of PP&E |
‐ |
|
‐ |
|
392 |
|
408 |
Leases payable |
‐ |
|
‐ |
|
125 |
|
138 |
Provision for differences between cash and accrual basis (i) |
‐ |
|
‐ |
|
17,405 |
|
19,664 |
Goodwill |
‐ |
|
‐ |
|
27,691 |
|
28,676 |
Business combination - fair value of assets |
‐ |
|
‐ |
|
61,956 |
|
66,079 |
Temporary differences from foreign subsidiaries |
‐ |
|
‐ |
|
1 |
|
‐ |
Other provisions |
‐ |
|
‐ |
|
20,672 |
|
1,743 |
Total |
‐ |
|
‐ |
|
128,242 |
|
116,708 |
Offset asset balance |
‐ |
|
‐ |
|
(126,297) |
|
(116,426) |
Net balance of deferred tax liabilities |
‐ |
|
‐ |
|
1,945 |
|
282 |
(i) Refers, mainly, to IRPJ and CSLL on the exchange variation of the hedge derivative instruments.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
|
Parent |
|
Consolidated |
Balance as of December 31, 2021 |
72,402 |
|
571,473 |
Deferred IRPJ and CSLL recognized in income for the year |
21,744 |
|
416,398 |
Deferred IRPJ and CSLL recognized in income for the year from discontinued operation |
46,247 |
|
31,622 |
Deferred IRPJ and CSLL recognized in other comprehensive income |
‐ |
|
(86) |
Balance as of September 30, 2022 |
140,393 |
|
1,019,407 |
b. Reconciliation of income and social contribution taxes
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
Re-presented |
|
|
|
Re-presented |
Income before taxes |
495,841 |
|
459,072 |
|
691,968 |
|
594,038 |
Statutory tax rates - % |
34 |
|
34 |
|
34 |
|
34 |
Income and social contribution taxes at the statutory tax rates |
(168,586) |
|
(156,084) |
|
(235,269) |
|
(201,973) |
Adjustment to the statutory income and social contribution taxes: |
|
|
|
|
|
|
|
Nondeductible expenses (i) |
(3,982) |
|
(14,965) |
|
(10,135) |
|
(40,152) |
Nontaxable revenues (ii) |
5,345 |
|
‐ |
|
20,621 |
|
(96,419) |
Adjustment to estimated income (iii) |
‐ |
|
‐ |
|
8,538 |
|
199,221 |
Unrecorded deferred income and social contribution tax carryforwards (iv) |
‐ |
|
‐ |
|
(2,387) |
|
(5,198) |
Share of profit (loss) of subsidiaries, joint ventures and associates |
152,209 |
|
165,687 |
|
3,428 |
|
(7,533) |
Interest on capital |
153,000 |
|
‐ |
|
153,003 |
|
26,046 |
Other adjustments |
34,887 |
|
‐ |
|
12,253 |
|
(23,240) |
Income and social contribution taxes before tax incentives |
172,873 |
|
(5,362) |
|
(49,948) |
|
(149,248) |
Tax incentives – SUDENE (10.c) |
‐ |
|
‐ |
|
52,160 |
|
32,078 |
Income and social contribution taxes in the statement of income |
172,873 |
|
(5,362) |
|
2,212 |
|
(117,170) |
Current |
151,129 |
|
‐ |
|
(414,186) |
|
(281,585) |
Deferred |
21,744 |
|
(5,362) |
|
416,398 |
|
164,415 |
Effective IRPJ and CSLL rates - % |
(34.9) |
|
1.2 |
|
(0.3) |
|
19.7 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
(i) Consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative results of foreign subsidiaries and certain provisions.
(ii)Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary adjustment (SELIC) in the repetition of undue tax lawsuits.
(iii)Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of the operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries.
(iv) See Note 10.d.
40 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Tax incentives – SUDENE
The following subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, under the terms of the development program of the region operated by the Superintendence for the Development of the Northeast (“SUDENE”), in compliance with the current law:
Subsidiary |
Units |
Incentive - % |
Expiration |
Bahiana Distribuidora de Gás Ltda. |
Mataripe base |
75 |
2024 |
|
Caucaia base |
75 |
2025 |
|
Juazeiro base |
75 |
2026 |
|
Aracaju base |
75 |
2027 |
|
Suape base |
75 |
2027 |
Ultracargo Logística S.A. |
Aratu Terminal |
75 |
2022 |
|
Suape Terminal |
75 |
2030 |
|
Itaqui Terminal |
75 |
2030 |
d. Tax loss carryforwards
As of September 30, 2022, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution, whose annual compensations are limited to 30% of taxable income in a given tax year, which do not expire.
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
09/30/2022 |
|
12/31/2021 |
Oil Trading |
101,501 |
|
53,839 |
Ultrapar (i) |
51,513 |
|
43,441 |
Abastece aí |
61,983 |
|
41,065 |
Ipiranga |
49,509 |
|
- |
Ultracargo Vila do Conde |
19,073 |
|
9,861 |
Others |
2,542 |
|
139 |
|
286,121 |
|
148,345 |
(i) Include the amount of R$ 29,700 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of September 30, 2022 (R$ 8,510 as of December 31, 2021).
The unrecognized balances of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
09/30/2022 |
|
12/31/2021 |
Integra Frotas |
12,482 |
|
11,769 |
Millennium |
4,849 |
|
3,174 |
|
17,331 |
|
14,943 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
11 Prepaid expenses (Consolidated)
|
09/30/2022 |
|
12/31/2021 |
Rents |
42,844 |
|
54,327 |
Advertising and publicity |
42,622 |
|
28,410 |
Insurance premiums |
48,538 |
|
26,917 |
Software maintenance |
23,846 |
|
19,863 |
Employee benefits |
7,646 |
|
8,362 |
IPVA and IPTU |
2,989 |
|
1,553 |
Contribution - private pension fund (see Note 21.a) |
18,645 |
|
19,831 |
Other prepaid expenses |
16,438 |
|
10,129 |
|
203,568 |
|
169,392 |
Current |
123,752 |
|
98,024 |
Non-current |
79,816 |
|
71,368 |
12 Contractual assets with customers - exclusivity rights (Consolidated)
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations and major customers that are recognized at the time of their occurrence and recognized as reductions of the revenue from sales and services in the statement of income according to the conditions established in the agreement, being reviewed as changes occur under the terms of the agreements. The contracts have an average term of five years, with amortization in accordance with the contractual terms.
Changes are shown below:
Balance as of December 31, 2021 |
2,079,226 |
Additions |
551,058 |
Amortizations |
(333,281) |
Transfers |
(5,840) |
Balance as of September 30, 2022 |
2,291,163 |
Current |
599,573 |
Non-current |
1,691,590 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
13 Investments in subsidiaries, joint ventures and associates
The table below presents the positions of equity and profit (loss) for the period by company:
|
|
|
|
|
Parent |
||||||
|
Equity |
Profit (loss) for the period |
Interest in share capital - % |
|
Investment |
|
Share of profit (loss) of subsidiaries and joint ventures |
||||
|
|
09/30/2022 |
12/31/2021 |
|
09/30/2022 |
09/30/2021 |
|||||
Subsidiaries |
|
|
|
|
|
|
|
|
Re-presented |
||
Ultracargo - Operações Logísticas e Participações Ltda. |
1,582,367 |
165,536 |
100 |
|
1,582,367 |
1,474,889 |
|
165,536 |
130,151 |
||
Ipiranga Produtos de Petróleo S.A. (i) |
7,959,298 |
291,167 |
100 |
|
7,959,286 |
6,662,244 |
|
291,169 |
552,137 |
||
Ultrapar International S.A. |
(90,377) |
(112,103) |
100 |
|
(90,377) |
(14,199) |
|
(112,103) |
(147,918) |
||
UVC |
45,888 |
(472) |
100 |
|
45,888 |
36,491 |
|
(472) |
(3,213) |
||
Centro de Conveniências Millennium Ltda. (ii) |
13,727 |
(4,960) |
100 |
|
13,727 |
9,328 |
|
(4,960) |
(2,278) |
||
Eaí Clube Automobilista S.A. |
93,839 |
(41,560) |
100 |
|
93,839 |
78,896 |
|
(41,560) |
(38,050) |
||
Companhia Ultragaz S.A. (iii) |
1,958,749 |
128,784 |
99 |
|
1,951,864 |
‐ |
|
128,331 |
‐ |
||
UVC Investimentos Ltda |
(34) |
(105) |
100 |
|
(34) |
‐ |
|
(105) |
‐ |
||
Joint ventures |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
||
Química da Bahia Indústria e Comércio S.A. (iv) |
7,055 |
‐ |
50 |
|
3,527 |
‐ |
|
‐ |
‐ |
||
Refinaria de Petróleo Riograndense S.A. |
122,141 |
64,099 |
33 |
|
40,572 |
16,622 |
|
21,299 |
(4,054) |
||
Negative equity from joint ventures |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
||
Refinaria de Petróleo Riograndense S.A. |
(34,741) |
1,623 |
33 |
|
(11,535) |
(12,074) |
|
539 |
539 |
||
Total investments in the parent |
|
|
|
|
11,679,535 |
8,266,396 |
|
447,674 |
487,314 |
||
Total provision for equity deficit of the Parent |
|
|
|
|
(90,411) |
(14,199) |
|
|
|
||
Total |
|
|
|
|
11,589,124 |
8,252,197 |
|
|
|
The percentages in the table above are rounded.
(i)Balances are presented net of the effects of discontinued operations. For more details, see note 4.
(ii)Balances are accounted for under the equity method of accounting based on information as of May 31, 2022.
(iii)On August 1, 2022, the Company acquired an interest of 99% in Cia. Ultragaz. Until July 31, 2022, Ultragaz was a subsidiary of IPP. For further information, see Note 1.a.2
(iv)The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
|
|
|
|
Consolidated |
||||||
|
Equity |
Profit (loss) for the period |
Interest in share capital - % |
|
Investment |
|
Share of profit (loss) of joint ventures and associates |
||||
|
|
Consolidated |
12/31/2021 |
|
09/30/2022 |
09/30/2021 |
|||||
Joint ventures |
|
|
|
|
|
|
|
|
Re-presented |
||
União Vopak – Armazéns Gerais Ltda (1) |
13,932 |
(2,738) |
50 |
|
6,966 |
8,336 |
|
(1,369) |
683 |
||
Refinaria de Petróleo Riograndense S.A. (2) |
122,141 |
64,099 |
33 |
|
40,572 |
16,622 |
|
21,299 |
(4,054) |
||
ConectCar Soluções de Mobilidade Eletrônica S.A. (3) |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
(18,081) |
||
Latitude Logística Portuária S.A (4) |
14,075 |
(2,282) |
50 |
|
7,038 |
9,978 |
|
(2,939) |
(900) |
||
Navegantes Logística Portuária S.A (4) |
74,918 |
(14,599) |
33 |
|
24,973 |
22,289 |
|
(9,315) |
(2,283) |
||
Nordeste Logística I S.A. (4) |
16,014 |
6,289 |
33 |
|
5,338 |
2,416 |
|
1,588 |
821 |
||
Nordeste Logística II S.A. (4) |
59,525 |
(3,950) |
33 |
|
19,842 |
13,256 |
|
(1,581) |
(674) |
||
Nordeste Logística III S.A (4) |
49,289 |
(428) |
33 |
|
16,430 |
10,566 |
|
(638) |
234 |
||
Química da Bahia Indústria e Comércio S.A. (i) |
7,055 |
‐ |
50 |
|
3,527 |
3,528 |
|
‐ |
‐ |
||
Associates |
|
|
|
|
|
|
|
|
|
||
Transportadora Sulbrasileira de Gás S.A. (5) |
21,181 |
9,551 |
25 |
|
5,295 |
3,204 |
|
2,476 |
1,533 |
||
Metalúrgica Plus S.A. (6) |
(375) |
(217) |
33 |
|
(135) |
(53) |
|
(72) |
(68) |
||
Plenogás Distribuidora de Gás S.A. (6) |
1,774 |
284 |
33 |
|
591 |
497 |
|
95 |
108 |
||
Other investments |
‐ |
‐ |
‐ |
|
28 |
28 |
|
‐ |
(14) |
||
Negative equity from joint ventures |
|
|
|
|
|
|
|
|
|
||
Refinaria de Petróleo Riograndense S.A. (2) |
(34,741) |
1,623 |
33 |
|
(11,535) |
(12,074) |
|
539 |
539 |
||
Total investments in Consolidated |
|
|
|
|
119,065 |
78,593 |
|
10,083 |
(22,156) |
||
Total provision for equity deficit of the Parent |
|
|
|
|
(135) |
‐ |
|
|
|
||
Total |
|
|
|
|
118,930 |
78,593 |
|
|
|
The percentages in the table above are rounded.
(i)The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
(1)The subsidiary Ultracargo Logística holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage at the port of Paranaguá.
(2)The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
(3)The subsidiary IPP held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking. On June 25, 2021, the sale of ConectCar to Porto Seguro S.A., through its subsidiary Portoseg S.A. – Crédito, Financiamento e Investimento, was announced. The transactions were completed on October 1, 2021. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million.
(4)The subsidiary IPP participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), it participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), it holds an interest in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).
(5)The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(6)The subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended.
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
|
Parent |
|
Consolidated |
||||||||
|
Subsidiaries |
|
Joint ventures |
|
Total |
|
Joint ventures |
|
Associates |
|
Total |
Balance as of December 31, 2021 (ii) |
8,247,649 |
|
4,548 |
|
8,252,197 |
|
71,389 |
|
7,204 |
|
78,593 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
425,836 |
|
21,838 |
|
447,674 |
|
7,584 |
|
2,499 |
|
10,083 |
Dividends |
(60,000) |
|
‐ |
|
(60,000) |
|
‐ |
|
(396) |
|
(396) |
Equity instrument granted |
10,928 |
|
‐ |
|
10,928 |
|
‐ |
|
‐ |
|
‐ |
Other comprehensive income |
(59) |
|
2,650 |
|
2,591 |
|
2,650 |
|
‐ |
|
2,650 |
Translation adjustments of foreign subsidiaries |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
Capital increase in cash |
325,928 |
|
‐ |
|
325,928 |
|
28,000 |
|
‐ |
|
28,000 |
Shareholder transaction - changes of interest |
951 |
|
3,528 |
|
4,479 |
|
3,528 |
|
(3,528) |
|
‐ |
Acquisition of Cia Ultragaz |
1,823,105 |
|
‐ |
|
1,823,105 |
|
‐ |
|
‐ |
|
‐ |
Acquisition of UVC Investimentos |
(129) |
|
‐ |
|
(129) |
|
‐ |
|
‐ |
|
‐ |
Transfer to provision for negative equity |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
Changes in discontinued operations |
782,351 |
|
‐ |
|
782,351 |
|
‐ |
|
‐ |
|
‐ |
Balance as of September 30, 2022 (ii) |
11,556,560 |
|
32,564 |
|
11,589,124 |
|
113,151 |
|
5,779 |
|
118,930 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
Parent |
|
Consolidated |
||||||||
|
Subsidiaries |
|
Joint ventures |
|
Total |
|
Joint ventures |
|
Associates |
|
Total |
Balance as of December 31, 2020 (ii) |
10,496,479 |
|
(2,096) |
|
10,494,383 |
|
137,004 |
|
25,616 |
|
162,620 |
Share of profit (loss) of subsidiaries and joint ventures from continuing operations |
828,150 |
|
822 |
|
828,972 |
|
(18,068) |
|
434 |
|
(17,634) |
Share of profit (loss) of subsidiaries and joint ventures from discontinued operations |
65,264 |
|
‐ |
|
65,264 |
|
‐ |
|
48 |
|
48 |
Dividends |
(692,976) |
|
‐ |
|
(692,976) |
|
‐ |
|
(998) |
|
(998) |
Equity instrument granted |
3,631 |
|
‐ |
|
3,631 |
|
‐ |
|
‐ |
|
‐ |
Other comprehensive income |
7,352 |
|
99 |
|
7,451 |
|
99 |
|
‐ |
|
99 |
Translation adjustments of foreign subsidiaries |
73,049 |
|
‐ |
|
73,049 |
|
‐ |
|
‐ |
|
‐ |
Actuarial gain of post-employment benefits of subsidiaries, net of income and social contribution taxes |
29,273 |
|
5,723 |
|
34,996 |
|
5,723 |
|
‐ |
|
5,723 |
Capital increase in cash |
119,156 |
|
‐ |
|
119,156 |
|
30,697 |
|
‐ |
|
30,697 |
Capital decrease |
‐ |
|
‐ |
|
‐ |
|
(5,001) |
|
(1,500) |
|
(6,501) |
Shareholder transactions - changes of interest |
‐ |
|
‐ |
|
‐ |
|
(966) |
|
‐ |
|
(966) |
Write-off of investment |
‐ |
|
‐ |
|
‐ |
|
(78,099) |
|
‐ |
|
(78,099) |
Reclassification to assets held for sale (i) |
(2,681,729) |
|
‐ |
|
(2,681,729) |
|
‐ |
|
(16,396) |
|
(16,396) |
Balance as of December 31, 2021 (ii) |
8,247,649 |
|
4,548 |
|
8,252,197 |
|
71,389 |
|
7,204 |
|
78,593 |
(i) For further information, see Note 4.c.1
(ii) Investments in subsidiaries, joint ventures and associates net of provision for negative equity.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
14 Right-of-use assets and leases payable (Consolidated)
The Company and certain subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution centers; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas and (iv) Company: offices. The Company and certain subsidiaries also have lease agreements relating to vehicles.
|
Weighted average useful life (years) |
Balance as of December 31, 2021 |
|
Additions and remeasurement |
|
Write-offs |
|
Transfers (i) |
|
Amortization |
|
Balance as of September 30, 2022 |
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
10 |
1,793,473 |
|
292,209 |
|
(114,307) |
|
- |
|
‐ |
|
1,971,375 |
Port areas |
29 |
299,630 |
|
11,544 |
|
(324) |
|
- |
|
‐ |
|
310,850 |
Vehicles |
4 |
146,173 |
|
107,190 |
|
(46,162) |
|
- |
|
‐ |
|
207,201 |
Equipment |
5 |
16,740 |
|
8,930 |
|
(353) |
|
- |
|
‐ |
|
25,317 |
Others |
20 |
27,846 |
|
‐ |
|
‐ |
|
- |
|
‐ |
|
27,846 |
|
|
2,283,862 |
|
419,873 |
|
(161,146) |
|
- |
|
‐ |
|
2,542,589 |
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
|
(489,470) |
|
‐ |
|
68,623 |
|
(2,272) |
|
(159,330) |
|
(582,449) |
Port areas |
|
(23,526) |
|
‐ |
|
‐ |
|
- |
|
(9,388) |
|
(32,914) |
Vehicles |
|
(98,867) |
|
‐ |
|
38,441 |
|
- |
|
(38,344) |
|
(98,770) |
Equipment |
|
(1,834) |
|
‐ |
|
399 |
|
- |
|
(1,063) |
|
(2,498) |
Others |
|
(18,870) |
|
‐ |
|
‐ |
|
- |
|
(2,372) |
|
(21,242) |
|
|
(632,567) |
|
‐ |
|
107,463 |
|
(2,272) |
|
(210,497) |
|
(737,873) |
Net amount |
|
1,651,295 |
|
419,873 |
|
(53,683) |
|
(2,272) |
|
(210,497) |
|
1,804,716 |
(i) Refers to R$ 1,696 transferred to property, plant and equipment and R$ 578 transferred to intangible assets.
b. Leases payable
The changes in leases payable are shown below:
Balance as of December 31, 2021 |
1,348,311 |
Interest accrued |
92,269 |
Payments |
(272,896) |
Additions and remeasurement |
420,812 |
Write-offs |
(59,477) |
Monetary and exchange rate variation |
(74) |
Balance as of September 30, 2022 |
1,528,945 |
Current |
218,395 |
Non-current |
1,310,550 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The future disbursements (installments) not discounted to present value are presented below:
|
09/30/2022 |
Up to 1 year |
305,516 |
1 to 2 years |
280,992 |
2 to 3 years |
243,781 |
3 to 4 years |
198,089 |
4 to 5 years |
173,536 |
More than 5 years |
1,124,346 |
Total |
2,326,260 |
The contracts related to the leases payable are substantially indexed by the IGP-M (General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation).
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
Contracts for maturity date and discount rate |
|
Maturity date of the contracts |
Discount rate (% p.a.) |
From 1 to 5 years |
6.39 |
From 6 to 10 years |
7.91 |
From 11 to 15 years |
9.73 |
More than 15 years |
9.41 |
c. Effects of inflation - disclosures required by the CVM in the letter SNC/SEP 02/2019
The effects of inflation as of September 30, 2022 are as follows:
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
15 Property, plant, and equipment (Consolidated)
Balance and changes in property, plant and equipment are as follows:
|
Weighted average useful life (years) |
Balance as of December 31, 2021 |
|
Additions |
|
Depreciation |
|
Transfers (i) |
|
Write-offs and disposals |
|
Balance as of September 30, 2022 |
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
610,294 |
|
‐ |
|
- |
|
23,539 |
|
(9,939) |
|
623,894 |
Buildings |
32 |
1,486,721 |
|
15,940 |
|
- |
|
37,928 |
|
(21,638) |
|
1,518,951 |
Leasehold improvements |
12 |
1,056,179 |
|
32,309 |
|
- |
|
71,364 |
|
(6,295) |
|
1,153,557 |
Machinery and equipment |
12 |
3,024,577 |
|
71,764 |
|
- |
|
45,437 |
|
(5,311) |
|
3,136,467 |
Automotive fuel/lubricant distribution equipment and facilities |
13 |
3,245,586 |
|
77,999 |
|
- |
|
3,853 |
|
(88,984) |
|
3,238,454 |
LPG tanks and bottles |
9 |
840,931 |
|
69,358 |
|
- |
|
- |
|
(11,047) |
|
899,242 |
Vehicles |
8 |
288,239 |
|
17,861 |
|
- |
|
2,258 |
|
(1,237) |
|
307,121 |
Furniture and fixtures |
7 |
168,092 |
|
23,846 |
|
- |
|
4,477 |
|
(2,016) |
|
194,399 |
IT equipment |
5 |
330,375 |
|
16,064 |
|
- |
|
1,341 |
|
(17,737) |
|
330,043 |
Construction in progress |
|
452,248 |
|
356,776 |
|
- |
|
(160,643) |
|
(33) |
|
648,348 |
Advances to suppliers |
|
14,281 |
|
28,632 |
|
- |
|
(27,677) |
|
- |
|
15,236 |
Imports in progress |
|
181 |
|
‐ |
|
- |
|
(181) |
|
- |
|
‐ |
|
|
11,517,704 |
|
710,549 |
|
‐ |
|
1,696 |
|
(164,237) |
|
12,065,712 |
|
|
Balance as of December 31, 2021 |
|
Additions |
|
Depreciation |
|
Transfers (i) |
|
Write-offs and disposals |
|
Balance as of September 30, 2022 |
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings |
|
(585,846) |
|
- |
|
(31,594) |
|
- |
|
12,858 |
|
(604,582) |
|
Leasehold improvements |
|
(573,553) |
|
- |
|
(41,991) |
|
607 |
|
5,232 |
|
(609,705) |
|
Machinery and equipment |
|
(1,758,401) |
|
- |
|
(130,734) |
|
- |
|
5,050 |
|
(1,884,085) |
|
Automotive fuel/lubricant distribution equipment and facilities |
|
(2,050,533) |
|
- |
|
(134,388) |
|
- |
|
75,339 |
|
(2,109,582) |
|
LPG tanks and bottles |
|
(498,310) |
|
- |
|
(51,621) |
|
- |
|
7,934 |
|
(541,997) |
|
Vehicles |
|
(133,149) |
|
- |
|
(17,533) |
|
- |
|
636 |
|
(150,046) |
|
Furniture and fixtures |
|
(112,288) |
|
- |
|
(8,449) |
|
(606) |
|
1,966 |
|
(119,377) |
|
IT equipment |
|
(269,534) |
|
- |
|
(17,692) |
|
(3) |
|
17,569 |
|
(269,660) |
|
|
|
(5,981,614) |
|
‐ |
|
(434,002) |
|
(2) |
|
126,584 |
|
(6,289,034) |
|
Provision for impairment losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
(146) |
|
- |
|
- |
|
- |
|
- |
|
(146) |
|
Leasehold improvements |
|
(18) |
|
- |
|
- |
|
- |
|
- |
|
(18) |
|
Machinery and equipment |
|
(1,289) |
|
- |
|
- |
|
- |
|
- |
|
(1,289) |
|
Automotive fuel/lubricant distribution equipment and facilities |
|
(46) |
|
- |
|
- |
|
- |
|
18 |
|
(28) |
|
|
|
(1,499) |
|
‐ |
|
‐ |
|
‐ |
|
18 |
|
(1,481) |
|
Net amount |
|
5,534,591 |
|
710,549 |
|
(434,002) |
|
1,694 |
|
(37,635) |
|
5,775,197 |
|
(i) Refers to R$ 1,694 transferred from right-of-use assets.
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of terminals, service stations and distribution bases.
Advances to suppliers are related, basically, to manufacturing of assets for expansion of terminals and bases and acquisition of real estate.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
16 Intangible assets (consolidated)
Balance and changes in intangible assets are as follows:
|
Weighted average useful life (years) |
Balance as of December 31, 2021 |
|
Additions |
|
Amortization |
|
Transfers (i) |
|
Write-offs and disposals |
|
Exchange rate variation |
|
Balance as of September 30, 2022 |
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (a) |
|
818,096 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
818,096 |
Software |
5 |
1,146,980 |
|
161,978 |
|
- |
|
576 |
|
(3,817) |
|
- |
|
1,305,717 |
Distribution rights |
16 |
114,593 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
114,593 |
Brands |
|
69,198 |
|
- |
|
- |
|
- |
|
- |
|
(2,156) |
|
67,042 |
Trademark rights |
39 |
114,792 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
114,792 |
Others |
10 |
421 |
|
‐ |
|
- |
|
- |
|
- |
|
- |
|
421 |
Decarbonization credits (CBIO) |
|
‐ |
|
542,453 |
|
- |
|
- |
|
(182,649) |
|
- |
|
359,804 |
|
|
2,264,080 |
|
704,431 |
|
‐ |
|
576 |
|
(186,466) |
|
(2,156) |
|
2,780,465 |
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
(679,402) |
|
- |
|
(113,395) |
|
2 |
|
3,685 |
|
- |
|
(789,110) |
Distribution rights |
|
(101,027) |
|
- |
|
(761) |
|
- |
|
- |
|
- |
|
(101,788) |
Trademark rights |
|
(11,993) |
|
- |
|
(2,203) |
|
- |
|
- |
|
- |
|
(14,196) |
Others |
|
(402) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(402) |
|
|
(792,824) |
|
‐ |
|
(116,359) |
|
2 |
|
3,685 |
|
‐ |
|
(905,496) |
Net amount |
|
1,471,256 |
|
704,431 |
|
(116,359) |
|
578 |
|
(182,781) |
|
(2,156) |
|
1,874,969 |
(i) Refers to R$ 578 transferred from right-of-use assets.
95
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a. Goodwill
The balance of goodwill is tested annually for impairment and is represented by the following acquisitions:
|
Segment |
09/30/2022 |
|
12/31/2021 |
Goodwill on the acquisition of: |
|
|
|
|
Extrafarma |
Extrafarma |
- |
|
661,553 |
Extrafarma - impairment (i) |
Extrafarma |
- |
|
(661,553) |
Extrafarma - net |
Extrafarma |
‐ |
|
‐ |
Ipiranga (ii) |
Ipiranga |
276,724 |
|
276,724 |
União Terminais |
Ultracargo |
211,089 |
|
211,089 |
Texaco |
Ipiranga |
177,759 |
|
177,759 |
Iconic (CBLSA) |
Ipiranga |
69,807 |
|
69,807 |
Temmar |
Ultracargo |
43,781 |
|
43,781 |
DNP |
Ipiranga |
24,736 |
|
24,736 |
Repsol |
Ultragaz |
13,403 |
|
13,403 |
TEAS |
Ultracargo |
797 |
|
797 |
|
|
818,096 |
|
818,096 |
(i) For further information, see Note 4.a.
(ii) Including R$ 246,163 presented as goodwill at the Parent.
The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the nine-month period ended September 30, 2022, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.
17 Loans, financing, debentures and derivative financial instruments
a. Composition
Description |
09/30/2022 |
|
12/31/2021 |
|
Index/Currency |
Weighted average financial charges 09/30/2022 |
Maturity |
Brazilian Reais: |
|
|
|
|
|
|
|
Debentures - 6th issuance |
1,741,351 |
|
1,764,199 |
|
DI |
105.3% |
2023 |
Total |
1,741,351 |
|
1,764,199 |
|
|
|
|
Current |
1,741,351 |
|
39,333 |
|
|
|
|
Non-current |
‐ |
|
1,724,866 |
|
|
|
|
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
09/30/2022 |
|
12/31/2021 |
|
Index/Currency |
Weighted average financial charges 09/30/2022 |
Maturity |
Foreign currency: |
|
|
|
|
|
|
|
Notes in the foreign market (d) |
4,330,311 |
|
7,821,441 |
|
USD |
5.3% p.a. |
2026 to 2029 |
Foreign loan |
668,728 |
|
735,438 |
|
USD |
4% p.a. |
2023 |
Foreign loan |
‐ |
|
275,936 |
|
USD + LIBOR (1) |
- |
- |
Foreign loan |
51,363 |
|
‐ |
|
EU$ |
2.9% p.a. |
2023 |
Total in foreign currency |
5,050,402 |
|
8,832,815 |
|
|
|
|
Brazilian Reais: |
|
|
|
|
|
|
|
Debentures – CRA |
1,449,345 |
|
2,063,788 |
|
DI |
96.2% |
2022 to 2023 |
Debentures - 6th issuance |
1,741,351 |
|
1,764,199 |
|
DI |
105.3% |
2023 |
Debentures – CRA |
3,022,737 |
|
1,940,237 |
|
R$ + IPCA |
5.1% p.a. |
2024 to 2032 |
Debentures – Ipiranga |
‐ |
|
771,538 |
|
DI |
- |
- |
Debentures - Ultracargo Logística and Tequimar Vila do Conde |
476,773 |
|
466,061 |
|
R$ + IPCA |
4.1% p.a. |
2028 |
Banco do Brasil floating rate |
‐ |
|
204,813 |
|
DI |
- |
2022 |
Debentures – Ultracargo Logística |
83,458 |
|
80,946 |
|
R$ |
6.5% p.a. |
2024 |
Bank Credit Bill |
‐ |
|
51,179 |
|
R$ + DI |
- |
- |
Financial institutions |
‐ |
|
4,564 |
|
R$ |
- |
2022 |
FINEP |
60 |
|
326 |
|
R$ + TJLP (2) |
-1.5% p.a. |
2022 to 2023 |
Total in Brazilian Reais |
6,773,724 |
|
7,347,651 |
|
|
|
|
Total in foreign currency and Brazilian Reais |
11,824,126 |
|
16,180,466 |
|
|
|
|
Currency and interest rate hedging instruments (*) |
411,670 |
|
197,177 |
|
|
|
|
Total |
12,235,796 |
|
16,377,643 |
|
|
|
|
Current |
3,462,996 |
|
2,866,051 |
|
|
|
|
Non-current |
8,772,800 |
|
13,511,592 |
|
|
|
|
(*) Accumulated losses (see Note 32.i).
1) | LIBOR = London Interbank Offered Rate. |
2) | TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On September 30, 2022, TJLP was fixed at 7.01% p.a. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The changes in loans, financing, debentures and derivative financial instruments are shown below:
|
Parent |
|
Consolidated |
Balance as of December 31, 2021 |
1,764,199 |
|
16,377,643 |
New loans and debentures with cash effect |
‐ |
|
1,019,580 |
Interest accrued |
159,704 |
|
743,733 |
Principal payment (d) |
‐ |
|
(4,966,715) |
Interest payment |
(182,552) |
|
(660,300) |
Monetary and exchange rate variation |
‐ |
|
(455,845) |
Change in fair value |
‐ |
|
(36,793) |
Hedge result |
‐ |
|
214,493 |
Balance as of September 30, 2022 |
1,741,351 |
|
12,235,796 |
(i) For further details, see Note 4.c.1.
The long-term debt had the following principal maturity schedule:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
From 1 to 2 years |
‐ |
|
1,724,866 |
|
1,095,965 |
|
3,092,734 |
From 2 to 3 years |
‐ |
|
‐ |
|
347,072 |
|
774,904 |
From 3 to 4 years |
‐ |
|
‐ |
|
275,608 |
|
270,401 |
From 4 to 5 years |
‐ |
|
‐ |
|
2,344,261 |
|
3,056,499 |
More than 5 years |
‐ |
|
‐ |
|
4,709,894 |
|
6,317,054 |
|
‐ |
|
1,724,866 |
|
8,772,800 |
|
13,511,592 |
The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in note 17.
The Company’s Management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 32.h).
b. Transaction costs
Transaction costs incurred in issuing debt were deducted from the value of the related contracted financing and are recognized as an expense according to the effective interest rate method as follows:
|
Effective rate of transaction costs (% p.a.) |
|
Balance as of December 31, 2021 |
|
Incurred costs |
|
Payments |
|
Balance as of June 30, 2022 |
Debentures |
0.25 |
|
54,490 |
|
30,420 |
|
(12,756) |
|
72,154 |
Notes in the foreign market |
0.05 |
|
28,018 |
|
‐ |
|
(14,693) |
|
13,325 |
Banco do Brasil |
0.05 |
|
76 |
|
‐ |
|
(76) |
|
‐ |
Total |
|
|
82,584 |
|
30,420 |
|
(27,525) |
|
85,479 |
53 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The amount to be appropriated to profit or loss in the future is as follows:
|
Up to 1 year |
|
1 to 2 years |
|
2 to 3 years |
|
3 to 4 years |
|
4 to 5 years |
|
More than 5 years |
|
Total |
Debentures |
14,982 |
|
11,442 |
|
9,508 |
|
9,310 |
|
9,300 |
|
17,612 |
|
72,154 |
Notes in the foreign market |
2,340 |
|
2,349 |
|
2,345 |
|
2,347 |
|
1,477 |
|
2,467 |
|
13,325 |
Total |
17,322 |
|
13,791 |
|
11,853 |
|
11,657 |
|
10,777 |
|
20,079 |
|
85,479 |
c. Guarantees
The financing does not have collateral as of September 30, 2022 and December 31, 2021 and has guarantees and promissory notes in the amount of R$ 10,082,775 as of September 30, 2022 (R$ 14,151,506 as of December 31, 2021).
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 117,783 as of September 30, 2022 (R$ 118,231 as of December 31, 2021).
The subsidiary IPP issued collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions (vendor financing) as follows:
|
IPP |
||
|
09/30/2022 |
|
12/31/2021 |
Maximum amount of future payments related to such collateral: |
848,932 |
|
690,347 |
Maturity up to |
49 months |
|
49 months |
Fair value of collateral |
9,844 |
|
9,923 |
If the subsidiary IPP is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until September 30, 2022, the subsidiary IPP did not have losses in connection with these collateral arrangements. The fair value of collateral is recognized in current liabilities as “Other payables”, which is recognized in the statement of income as customers settle their obligations with the financial institutions.
d. Principal payment
d.1. Result of tender offers to repurchase notes
On April 7, 2022, the subsidiary Ultrapar International commenced cash tender offers to repurchase notes in the international market (“Repurchase Offers”) of up to US$ 550,003,000.00 (“Initial Aggregate Repurchase Amount”), involving (i) up to the totality of the 5.250% Senior Notes due in 2026 (“Notes 2026”); and (ii) up to the repurchase limit of Notes 2029 of the 5.250% Senior Notes due in 2029 (“Notes 2029”), both issued by Ultrapar International S.A. (“Ultrapar International”) and outstanding in the international market.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The Repurchase Offers together were limited to the Initial Repurchase Value Added, and Ultrapar International had the option to increase the Initial Repurchase Value Added to up to US$ 600,000,000.00 in aggregate principal amount, as described in the Repurchase Offer documents. On April 14 and 18, 2022, the subsidiary repurchased US$ 114,129 (equivalent to R$ 538,210) and US$ 200 (equivalent to R$ 935), respectively, of notes in the foreign market, maturing in October 2026, and on April 27, 2022, it repurchased US$ 485,667 (equivalent to R$ 2,436,446) of notes in the foreign market, maturing in June 2029.
(1) As of the closing date of the transaction, the amount converted into Reais using the exchange rate (US$ 1.00 to R$ 4.7158 on April 14, 2022; US$ 1.00 to R$ 4.6746 on April 18, 2022; US$ 1.00 to R$ 5.0167 on April 27, 2022).
d.2. Debentures
On April 18, 2022, the subsidiary Ipiranga settled the first series of the 5th issue of simple, nominative, book-entry and unsecured debentures, linked to the issuance of agribusiness receivables certificates (CRA) in the amount of R$ 660,139.
In June 2022, the subsidiary IPP carried out its eleventh issue of debentures in the total amount of R$ 1,000,000, in a single series of 1,000,000 simple, nonconvertible into shares, registered, book-entry and unsecured debentures, privately placed by Vert Companhia Securitizadora. The funds were used exclusively for the purchase of ethanol by the subsidiary IPP.
The debentures were subscribed for the purpose to bind the issuance of Agribusiness Receivables Certificates (CRA). The financial settlement occurred on June 27, 2022. The debentures have an additional guarantee from Ultrapar and the main characteristics are as follows:
Quantity: |
1,000,000 |
Unit face value: |
R$ 1,000,000.00 |
Final maturity: |
06/11/2032 |
Payment of the face value: |
Annual from the 8th year |
Interest: |
IPCA + 6.0053% |
Payment of interest: |
Semiannually |
Reprice: |
Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 104.8% of DI. IPP designated the hedging instrument as a fair value hedge, therefore, both the debentures and the hedging instrument are presented at their fair value calculated from the beginning of their contracting, with changes in fair value recognized in profit or loss.
In September 2022, the subsidiary Iconic Lubrificantes S.A. issued debt notes under Resolution 4131 with Rabobank maturing in March 2023. The debt is remunerated at EUR + 2.91%.
The subsidiary Iconic contracted instruments to hedge against the variations of the EUR+ 2.91%, changing the financial charges to 111.6% of the DI. Iconic designated these hedging instruments as a fair value hedge. Therefore, the debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.
18 Trade payables (consolidated)
a. Trade payables
|
09/30/2022 |
|
12/31/2021 |
Domestic suppliers |
2,173,986 |
|
3,010,912 |
Foreign suppliers |
1,123,396 |
|
445,805 |
Trade payables - related parties (see Note 9.a.2) |
238,984 |
|
214,178 |
|
3,536,366 |
|
3,670,895 |
Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries. These suppliers control almost all the markets for these products in Brazil.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Trade payables - reverse factoring
|
09/30/2022 |
|
12/31/2021 |
Domestic suppliers - reverse factoring |
2,561,417 |
|
1,948,033 |
Trade payables - reverse factoring - related parties (see Note 9.a.2) |
‐ |
|
89,339 |
Foreign suppliers - reverse factoring |
‐ |
|
81,687 |
|
2,561,417 |
|
2,119,059 |
Some subsidiaries of the Company entered into agreements with financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier and receives, on the maturity date, the amount payable by the subsidiaries of the Company. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. The transactions are presented in operating activities in the statement of cash flows.
19 Salaries and related charges (Consolidated)
|
09/30/2022 |
|
12/31/2021 |
Provisions on salaries |
189,589 |
|
136,938 |
Profit sharing, bonus and premium |
164,314 |
|
132,390 |
Social charges |
59,933 |
|
52,739 |
Others |
2,360 |
|
8,036 |
|
416,196 |
|
330,103 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
21 Employee benefits and private pension plan (Consolidated)
a. ULTRAPREV - Associação de Previdência Complementar
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. Each participating employee chooses his or her basic contribution to the plan, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.3% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount, which will exhaust their respective accumulated fund over a period of 5 to 35 years. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
The balance of R$ 18,645 (R$ 19,831 as of December 31, 2021) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 102 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.
In the nine-month period ended September 30, 2022, the subsidiaries contributed R$ 11,896 to Ultraprev (R$ 11,221 in the nine-month period ended September 30, 2021).
The total number of participating employees as of September 30, 2022 was 4,137 active participants and 281 retired participants (4,381 active participants and 254 retired participants as of December 31, 2021). In addition, Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Post-employment benefits (Consolidated)
The subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.
The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of December 31, 2021.
|
09/30/2022 |
|
12/31/2021 |
Health and dental care plan (1) |
166,743 |
|
159,867 |
Indemnification of FGTS |
38,634 |
|
38,617 |
Seniority bonus |
3,210 |
|
5,570 |
Life insurance (1) |
12,382 |
|
11,665 |
Total |
220,969 |
|
215,719 |
Current |
21,214 |
|
21,082 |
Non-current |
199,755 |
|
194,637 |
(1) Only IPP, Tropical and Iconic.
22 Provision for asset retirement obligation (Consolidated)
This provision corresponds to the legal obligation to remove the subsidiary IPP’s underground fuel tanks located at Ipiranga-branded service stations after a certain period of use.
Changes in the provision for asset retirement obligation are as follows:
Balance as of December 31, 2021 |
56,711 |
Additions (new tanks) |
158 |
Expenditure with tanks removed |
(6,789) |
Accretion expense |
4,051 |
Balance as of September 30, 2022 |
54,131 |
Current |
5,325 |
Non-current |
48,806 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
23 Provisions and contingent liabilities (Consolidated)
a. Provision for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by Management based on the opinion of the Company’s legal department and its external legal advisors.
The table below shows the breakdown of provisions by nature and its movement:
Provisions |
Balance as of December 31, 2021 |
|
Additions |
|
Reversals |
|
Payments |
|
Interest |
|
Balance as of September 30, |
IRPJ and CSLL (a.1) |
552,172 |
|
7,154 |
|
(692) |
|
‐ |
|
32,367 |
|
591,001 |
Tax (c) |
84,155 |
|
785 |
|
(14,567) |
|
(32,511) |
|
1,242 |
|
39,104 |
Civil, environmental and regulatory claims (a.2) |
108,761 |
|
9,018 |
|
(9,339) |
|
(19,757) |
|
6 |
|
88,689 |
Labor litigation (a.3) |
95,460 |
|
16,960 |
|
(21,132) |
|
(20,325) |
|
371 |
|
71,334 |
Provision for indemnities (a.4) |
‐ |
|
147,268 |
|
‐ |
|
‐ |
|
‐ |
|
147,268 |
Others |
91,637 |
|
4,812 |
|
(1,613) |
|
‐ |
|
861 |
|
95,697 |
Total |
932,185 |
|
185,997 |
|
(47,343) |
|
(72,593) |
|
34,847 |
|
1,033,093 |
Current |
119,942 |
|
|
|
|
|
|
|
|
|
21,580 |
Non-current |
812,243 |
|
|
|
|
|
|
|
|
|
1,011,513 |
Some of the provisions above involve, in whole or in part, escrow deposits.
Balances of escrow deposits are as follows:
|
09/30/2022 |
|
12/31/2021 |
Tax |
780,820 |
|
731,326 |
Labor |
33,102 |
|
48,147 |
Civil and others |
66,191 |
|
91,788 |
|
880,113 |
|
871,261 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.1 Provision for tax matters
On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits, which amounted to R$ 553,102 as of September 30, 2022 (R$ 534,830 as of December 31, 2021). On July 18, 2014, a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention, which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts - Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.
a.2 Provisions for civil, environmental and regulatory risks
The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former service providers, and indemnities, as well as proceedings related to environmental and regulatory issues in the amount of R$ 88,689 as of September 30, 2022 (R$ 108,761 as of December 31, 2021).
a.3 Provision for labor matters
The Company and its subsidiaries maintain provisions of R$ 71,335 as of September 30, 2022 (R$ 95,460 as of December 31, 2021) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.
a.4 Provision for indemnities
On April 1, 2022, Ultrapar concluded the transaction for the sale of Oxiteno, for which it was agreed that the former shareholder, Ultrapar, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 136,103 was recorded, R$ 86,363 of which related to labor claims, R$ 17,575 to civil claims and R$ 32,165 to tax claims, which may be reimbursed to Indorama, in the event of materialization of such losses.
On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary IPP, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 11,165 was recorded, R$ 5,903 of which related to labor claims, R$ 472 to civil claims and R$ 4,790 to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of its external legal advisors and, based on these assessments, these claims were not provided for in the financial statements. The estimated amount of this contingency is R$ 3,568,221 as of September 30, 2022 (R$ 3,310,603 as of December 31, 2021).
b.1 Contingent liabilities for tax and social security matters
The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 2,563,075 as of September 30, 2022 (R$ 2,292,465 as of December 31, 2021), mainly represented by:
b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products, which are subsequently sold, are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 187,746 as of September 30, 2022 (R$ 178,422 as of December 31, 2021).
b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,402,066 as of September 30, 2022 (R$ 1,303,383 as of December 31, 2021). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 187,851 as of September 30, 2022 (R$ 209,611 as of December 31, 2021), of which R$ 618 (R$ 15,532 as of December 31, 2021) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 177,253 as of September 30, 2022 (R$ 106,590 as of December 31, 2021); from conditioned fruition of tax incentive in the amount of R$ 193,981 as of September 30, 2022 (R$ 174,039 as of December 31, 2021); of inventory differences in the amount of R$ 354,862 as of September 30, 2022 (R$ 295,163 as of December 31, 2021); and of a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 239,610 (R$ 219,218 as of December 31, 2021).
b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 689,270 as of September 30, 2022 (R$ 578,097 as of December 31, 2021), mainly represented by:
b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 229,345 as of September 30, 2022 (R$ 218,589 as of December 31, 2021), which includes the amount of the income taxes, interest and penalty.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.2 Contingent liabilities for civil, environmental and regulatory claims
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 750,653 as of September 30, 2022 (R$ 771,695 as of December 31, 2021), mainly represented by:
b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 35,278 as of September 30, 2022 (R$ 34,162 as of December 31, 2021). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.
b.2.2 The subsidiary Cia. Ultragaz has lawsuits totaling R$ 239,511 as of September 30, 2022 (R$ 233,426 as of December 31, 2021) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.
b.3 Contingent liabilities for labor matters
The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 254,493 as of September 30, 2022 (R$ 246,443 as of December 31, 2021).
c. Lubricants operation between IPP and Chevron
In the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the financial statements filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability in the amount of R$ 19,651 (R$ 19,724 as of December 31, 2021) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017, related to contingent liabilities, with a balance of R$ 100,548 as of September 30, 2022 (R$ 101,267 as of December 31, 2021). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.
The provision of the Chevron indemnification in the amount of R$ 19,651 refers to: (i) R$ 16,967 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,392 labor claims; and (iii) R$ 292 civil, regulatory and environmental claims.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
24 Subscription warrants – indemnification
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company. The subscription warrants could be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends while they are not converted into shares.
On February 24, 2021, August 11, 2021, February 23, 2022 and August 3, 2022, the Company’s Board of Directors approved the issuance of 70,939, 31,032, 45,925 and 21,472, respectively, common shares within the authorized capital limit provided by the article 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Extraordinary General Meeting (“EGM”) of the Company held on January 31, 2014.
As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 612,876 shares linked to the subscription warrants – indemnification were canceled and not issued. On September 30, 2022, 3,435,480 shares were retained linked to subscription warrants – indemnification, which will be issued or canceled as the final decisions on the lawsuits are determined, being the maximum number of shares that can be issued in the future, totaling R$ 40,298 (R$ 51,296 as of December 31, 2021).
25 Equity
a. Share capital
As of September 30, 2022, the subscribed and paid-up capital consists of 1,115,173,080 (1,115,107,683 as of December 31, 2021) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
The price of the outstanding shares on B3 as of September 30, 2022 was R$ 11.73 (R$ 14.54 as of December 31, 2021).
As of September 30, 2022, there were 54,162,561 common shares outstanding abroad in the form of ADRs (50,374,275 shares as of December 31, 2021).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 9.c). As of September 30, 2022, the balance of treasury shares granted with right of use was 4,687,287 common shares (3,178,383 as of December 31, 2021).
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, issued on February 14, 1980 and 268, issued on November 13, 1997.
As of September 30, 2022, the balance was R$ 489,039 (R$ 488,425 as of December 31, 2021) and 21,475,665 common shares (23,756,393 as of December 31, 2021) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 22.77.
|
|
09/30/2022 |
Balance of unrestricted shares held in treasury |
|
21,475,665 |
Balance of treasury shares granted with right of use (see note 25.b) |
|
4,687,287 |
Total balance of treasury shares as of September 30, 2022 |
|
26,162,952 |
d. Destination of income for the period
On May 11, 2022, the Ordinary General Meeting approved, pursuant to article 28, “k”, and article 54, paragraph 2, of the Bylaws, the proposal for early payment of interest on capital in the gross amount of R$ 450,000, corresponding to R$ 0.41247 per share, already excluding treasury shares. The total amount, net of taxes withheld at source, will be deducted from the minimum mandatory dividend referring to 2022.
The payment started to be made on August 10, 2022, without remuneration or monetary adjustment, proportionally to the ownership interest of each shareholder, with Withholding Income Tax, except for corporate shareholders that are already proven to be immune or exempt; each shareholder is entitled to a net amount of R$ 0.35060 per share.
26 Net revenue from sales and services (Consolidated)
|
09/30/2022 |
|
09/30/2021 |
|
|
|
Re-presented |
Gross revenue from sales: |
|
|
|
Merchandise |
110,053,796 |
|
80,664,085 |
Services rendered and others |
919,573 |
|
757,670 |
Sales returns and discounts |
(706,554) |
|
(976,616) |
Amortization of contractual assets (see Note 12) |
(333,281) |
|
(199,757) |
Deferred revenue |
330 |
|
16,238 |
|
109,933,864 |
|
80,261,620 |
Taxes on sales |
(2,256,464) |
|
(2,433,121) |
Net revenue |
107,677,400 |
|
77,828,499 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
27 Costs and expenses by nature
The Company presents its costs and expenses by function in the consolidated statement of income and presents below its expenses by nature:
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
|
|
|
|
Re-presented |
Raw materials and materials for use and consumption |
‐ |
|
‐ |
|
(101,973,438) |
|
(73,989,567) |
Personnel expenses |
(155,043) |
|
(118,532) |
|
(1,251,965) |
|
(1,122,512) |
Freight and storage |
‐ |
|
‐ |
|
(906,939) |
|
(668,794) |
Decarbonization obligation (1) |
‐ |
|
- |
|
(497,077) |
|
(111,220) |
Services provided by third parties |
(60,289) |
|
(80,646) |
|
(311,022) |
|
(289,022) |
Depreciation and amortization |
(1,390) |
|
(6,046) |
|
(550,361) |
|
(483,572) |
Amortization of right-of-use assets |
(2,746) |
|
(4,501) |
|
(210,497) |
|
(192,712) |
Advertising and marketing |
‐ |
|
(16) |
|
(57,480) |
|
(64,519) |
Extemporaneous tax credits (2) |
‐ |
|
‐ |
|
34,247 |
|
170,943 |
Other expenses, net |
(28,106) |
|
(16,808) |
|
(152,568) |
|
27,679 |
SSC/Holding expenses |
228,305 |
|
207,661 |
|
‐ |
|
‐ |
Total |
(19,269) |
|
(18,888) |
|
(105,877,100) |
|
(76,723,296) |
Classified as: |
|
|
|
|
|
|
|
Cost of products and services sold |
‐ |
|
‐ |
|
(102,769,780) |
|
(74,453,769) |
Selling and marketing |
‐ |
|
‐ |
|
(1,558,203) |
|
(1,364,170) |
General and administrative expenses |
(17,508) |
|
(19,840) |
|
(1,135,042) |
|
(983,080) |
Other operating income (expenses), net |
(1,761) |
|
952 |
|
(414,075) |
|
77,723 |
Total |
(19,269) |
|
(18,888) |
|
(105,877,100) |
|
(76,723,296) |
(1) Refers to the obligation adopted by RenovaBio to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net.
(2) Refers substantially to PIS and COFINS credits recorded in 2021 and 2022. On March 15, 2017, due to general repercussions, the STF decided that ICMS does not compose the PIS and COFINS calculation basis. After filing of the Federal Government's Motion for Clarification, the STF definitively ruled about the thesis on May 13, 2021, reaffirming the exclusion of the ICMS from the PIS and COFINS calculation basis and modulating the effects of the decision for the lawsuits filed after March 15, 2017. Certain subsidiaries have credits arising from favorable decisions on the exclusion of ICMS from the PIS and COFINS calculation basis, and the respective subsidies for proving the amounts to be refunded were duly confirmed by Management and recorded in Other operating income (expenses), net in the statement of income.
28 Gain (loss) on disposal of PP&E and intangible assets (Consolidated)
The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E, and intangible asset. In the accumulated period until September 30, 2022, the result was a gain of R$ 129,809 (gain of R$ 57,893 as of September 30, 2021 - re-presented).
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
29 Financial result, net
|
Parent |
|
Consolidated |
||||
|
09/30/2022 |
|
09/30/2021 |
|
09/30/2022 |
|
09/30/2021 |
|
|
|
|
|
|
|
Re-presented |
Financial income: |
|
|
|
|
|
|
|
Interest on financial investments |
160,346 |
|
23,122 |
|
295,842 |
|
63,193 |
Interest from customers |
‐ |
|
‐ |
|
96,822 |
|
80,025 |
Changes in subscription warrants (see Note 24) |
7,577 |
|
32,490 |
|
7,577 |
|
32,490 |
Selic interest on PIS/COFINS credits |
‐ |
|
‐ |
|
33,487 |
|
128,330 |
Update of provisions and other income |
15,974 |
|
188 |
|
33,723 |
|
6,645 |
|
183,897 |
|
55,800 |
|
467,451 |
|
310,683 |
Financial expenses: |
|
|
|
|
|
|
|
Interest on loans |
(160,564) |
|
(61,170) |
|
(1,058,104) |
|
(484,150) |
Interest on leases payable |
(1,115) |
|
(2,425) |
|
(92,269) |
|
(99,116) |
Bank charges, financial transactions tax, and other taxes |
(12,227) |
|
(1,591) |
|
(96,890) |
|
(54,752) |
Exchange variations, net of gain (loss) on hedging instruments |
54,600 |
|
‐ |
|
(451,859) |
|
(203,151) |
Update of provisions, net, and other expenses |
‐ |
|
‐ |
|
(16,553) |
|
(16,416) |
|
(119,306) |
|
(65,186) |
|
(1,715,675) |
|
(857,585) |
Total |
64,591 |
|
(9,386) |
|
(1,248,224) |
|
(546,902) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
30 Earnings per share (Parent and Consolidated)
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 9.c and 24, respectively.
|
07/01/2022 to 09/30/2022 |
|
01/01/2022 to 09/30/2022 |
|
07/01/2021 to 09/30/2021 – Re-presented (ii) |
|
01/01/2021 to 09/30/2021 – Re-presented (ii) |
||||||||||||||||||||
|
Continuing operations |
|
Discontinued operations |
|
Total |
|
Continuing operations |
|
Discontinued operations(i) |
|
Total |
|
Continuing operations |
|
Discontinued operations |
|
Total |
|
Continuing operations |
|
Discontinued operations(i) |
|
Total |
||||
Basic earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) for the period of the Company |
170,839 |
|
(97,738) |
|
73,101 |
|
668,714 |
|
309,506 |
|
978,220 |
|
156,434 |
|
212,769 |
|
369,203 |
|
453,710 |
|
16,576 |
|
470,286 |
||||
Weighted average number of shares outstanding (in thousands) |
1,091,254 |
|
1,091,254 |
|
1,091,254 |
|
1,091,254 |
|
1,091,254 |
|
1,091,254 |
|
1,090,340 |
|
1,090,340 |
|
1,090,340 |
|
1,090,340 |
|
1,090,340 |
|
1,090,340 |
||||
Basic earnings per share - R$ |
0.1566 |
|
(0.0896) |
|
0.0670 |
|
0.6128 |
|
0.2836 |
|
0.8964 |
|
0.1435 |
|
0.1951 |
|
0.3386 |
|
0.4161 |
|
0.0152 |
|
0.4313 |
||||
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) for the period of the Company |
170,839 |
|
(97,738) |
|
73,101 |
|
668,714 |
|
309,506 |
|
978,220 |
|
156,434 |
|
212,769 |
|
369,203 |
|
453,710 |
|
16,576 |
|
470,286 |
||||
Weighted average number of outstanding shares (in thousands), including dilution effects |
1,097,331 |
|
1,097,331 |
|
1,097,331 |
|
1,097,331 |
|
1,097,331 |
|
1,097,331 |
|
1,096,801 |
|
1,096,801 |
|
1,096,801 |
|
1,096,801 |
|
1,096,801 |
|
1,096,801 |
||||
Diluted earnings per share - R$ |
0.1557 |
|
(0.0891) |
|
0.0666 |
|
0.6094 |
|
0.2821 |
|
0.8915 |
|
0.1426 |
|
0.1940 |
|
0.3366 |
|
0.4137 |
|
0.0151 |
|
0.4288 |
||||
Weighted average number of shares (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares for basic earnings per share |
|
|
|
|
1,091,254 |
|
|
|
|
|
1,091,254 |
|
|
|
|
|
1,090,340 |
|
|
|
|
|
1,090,340 |
||||
Dilution effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription warrants |
|
|
|
|
3,463 |
|
|
|
|
|
3,463 |
|
|
|
|
|
3,559 |
|
|
|
|
|
3,559 |
||||
Stock plan |
|
|
|
|
2,614 |
|
|
|
|
|
2,614 |
|
|
|
|
|
2,902 |
|
|
|
|
|
2,902 |
||||
Weighted average number of shares for diluted earnings per share |
|
|
|
|
1,097,331 |
|
|
|
|
|
1,097,331 |
|
|
|
|
|
1,096,801 |
|
|
|
|
|
1,096,801 |
(i) For further details, see Note 4.c.1
(ii) For further details, see Note 4.c.2
Earnings per share were adjusted retrospectively by the issuance of 2,406,813 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 24.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
31 Segment information
The Company has three relevant business segments: gas distribution, fuel distribution and storage. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The segments shown in the financial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.
a. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows. For information on the discontinued operations, see Note 4.c.2:
09/30/2022 |
|||||||
Results |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
Net revenue from sales and services |
98,375,120 |
8,650,959 |
638,755 |
158,621 |
107,823,455 |
(146,055) |
107,677,400 |
Transactions with third parties |
98,372,217 |
8,649,057 |
498,863 |
157,263 |
107,677,400 |
‐ |
107,677,400 |
Intersegment transactions |
2,903 |
1,902 |
139,892 |
1,358 |
146,055 |
(146,055) |
‐ |
Cost of products and services sold |
(95,025,764) |
(7,479,019) |
(252,333) |
(136,126) |
(102,893,242) |
123,462 |
(102,769,780) |
Gross profit |
3,349,356 |
1,171,940 |
386,422 |
22,495 |
4,930,213 |
(22,593) |
4,907,620 |
Operating income (expenses) |
|
|
|
|
|
|
|
Selling and marketing |
(1,131,747) |
(414,237) |
(9,076) |
(3,143) |
(1,558,203) |
‐ |
(1,558,203) |
General and administrative |
(657,091) |
(178,218) |
(95,181) |
(227,145) |
(1,157,635) |
22,593 |
(1,135,042) |
Gain (loss) on disposal of property, plant and equipment and intangible assets |
128,186 |
(926) |
(166) |
2,715 |
129,809 |
‐ |
129,809 |
Other operating income (expenses), net |
(416,344) |
8,220 |
(1,699) |
(4,252) |
(414,075) |
‐ |
(414,075) |
Operating income (loss) |
1,272,360 |
586,779 |
280,300 |
(209,330) |
1,930,109 |
|
1,930,109 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
(10,408) |
22 |
(1,369) |
21,838 |
10,083 |
‐ |
10,083 |
Income (loss) before financial result and income and social contribution taxes |
1,261,952 |
586,801 |
278,931 |
(187,492) |
1,940,192 |
|
1,940,192 |
Depreciation of PP&E and amortization of intangible assets |
262,747 |
176,879 |
70,684 |
35,188 |
545,498 |
‐ |
545,498 |
Amortization of contractual assets with customers - exclusivity rights |
332,196 |
1,085 |
- |
‐ |
333,281 |
‐ |
333,281 |
Amortization of right-of-use assets |
135,341 |
41,789 |
30,230 |
3,137 |
210,497 |
‐ |
210,497 |
Total depreciation and amortization |
730,284 |
219,753 |
100,914 |
38,325 |
1,089,276 |
‐ |
1,089,276 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
09/30/2021- Re-presented |
|||||||
Results |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
Net revenue from sales and services |
70,322,561 |
7,062,956 |
525,702 |
77,471 |
77,988,690 |
(160,191) |
77,828,499 |
Transactions with third parties |
70,322,506 |
7,059,476 |
384,220 |
62,297 |
77,828,499 |
‐ |
77,828,499 |
Intersegment transactions |
55 |
3,480 |
141,482 |
15,174 |
160,191 |
(160,191) |
‐ |
Cost of products and services sold |
(68,106,819) |
(6,279,996) |
(207,753) |
54 |
(74,594,514) |
140,745 |
(74,453,769) |
Gross profit |
2,215,742 |
782,960 |
317,949 |
77,525 |
3,394,176 |
(19,446) |
3,374,730 |
Selling and marketing |
(981,457) |
(329,233) |
(6,230) |
(47,250) |
(1,364,170) |
- |
(1,364,170) |
General and administrative |
(544,698) |
(150,701) |
(93,938) |
(213,189) |
(1,002,526) |
19,446 |
(983,080) |
Gain (loss) on disposal of property, plant and equipment and intangible assets |
55,416 |
2,533 |
2 |
(58) |
57,893 |
‐ |
57,893 |
Other operating income (expenses), net |
59,099 |
10,275 |
4,038 |
4,311 |
77,723 |
‐ |
77,723 |
Operating income |
804,102 |
315,834 |
221,821 |
(178,661) |
1,163,096 |
‐ |
1,163,096 |
Share of profit (loss) of subsidiaries, joint ventures and associates |
(1,269) |
40 |
683 |
(21,610) |
(22,156) |
‐ |
(22,156) |
Income before financial result and income and social contribution taxes |
802,833 |
315,874 |
222,504 |
(200,271) |
1,140,940 |
‐ |
1,140,940 |
Depreciation of PP&E and amortization of intangible assets |
244,045 |
156,079 |
55,902 |
27,546 |
483,572 |
‐ |
483,572 |
Amortization of contractual assets with customers - exclusivity rights |
198,572 |
1,185 |
‐ |
‐ |
199,757 |
‐ |
199,757 |
Amortization of right-of-use assets |
137,437 |
34,113 |
16,390 |
4,772 |
192,712 |
‐ |
192,712 |
Total depreciation and amortization |
580,054 |
191,377 |
72,292 |
32,318 |
876,041 |
‐ |
876,041 |
(1) |
Includes in the line “General and administrative expenses and revenue from sale of goods” the amount of R$ 118,760 in 2022 (R$ 100,184 in 2021 - re-presented) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board. |
(2) |
The “Others” column consists of financial income and expenses, income and social contribution taxes of the segments, the parent company Ultrapar and subsidiaries Abastece aí, Millenium, Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint ventures of ConectCar, until June 30, 2021, and RPR. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
09/30/2022 |
|||||||
Cash flows |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
Acquisition of property, plant and equipment |
339,591 |
228,143 |
117,537 |
3,596 |
688,867 |
‐ |
688,867 |
Capitalized interest and other items included in property, plant and equipment and provision for ARO |
21,680 |
‐ |
‐ |
‐ |
21,680 |
‐ |
21,680 |
Acquisition of intangible assets |
111,377 |
21,620 |
4,673 |
24,423 |
162,093 |
‐ |
162,093 |
Payments of contractual assets with customers - exclusivity rights |
512,262 |
‐ |
‐ |
‐ |
512,262 |
‐ |
512,262 |
Decarbonization credits (note 16) |
542,453 |
‐ |
‐ |
‐ |
542,453 |
‐ |
542,453 |
09/30/2021- Re-presented |
|||||||
Cash flows |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
Acquisition of property, plant and equipment |
210,197 |
268,300 |
234,035 |
2,340 |
714,872 |
‐ |
714,872 |
Capitalized interest and other items included in property, plant and equipment and provision for ARO |
4,670 |
‐ |
1,435 |
‐ |
6,105 |
‐ |
6,105 |
Acquisition of intangible assets |
78,513 |
17,231 |
8,710 |
25,316 |
129,770 |
‐ |
129,770 |
Payments of contractual assets with customers - exclusivity rights |
222,623 |
‐ |
‐ |
‐ |
222,623 |
‐ |
222,623 |
Decarbonization credits (note 16) |
121,908 |
‐ |
‐ |
‐ |
121,908 |
‐ |
121,908 |
09/30/2022 |
|||||||
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Discontinued operations |
Total |
Total assets (excluding intersegment transactions) |
24,044,649 |
3,680,459 |
2,974,494 |
3,367,564 |
34,067,166 |
‐ |
34,067,166 |
12/31/2021 |
|||||||
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Discontinued operations |
Total |
Total assets (excluding intersegment transactions) |
21,050,793 |
3,233,736 |
2,675,453 |
1,049,458 |
28,009,440 |
11,000,917 |
39,010,357 |
(3) |
The “Others” column comprises the parent company Ultrapar (including goodwill from certain acquisitions) and the subsidiaries Abastece Aí, Millenium, Serma, Imaven, Ultrapar International, UVC Investimentos and UVC - Fundo de investimento. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products to foreign customers, as disclosed below:
|
09/30/2022 |
|
09/30/2021 |
Net revenue from sales and services: |
|
|
|
Brazil |
106,519,213 |
|
77,727,931 |
Europe |
377,856 |
|
15,868 |
Singapore |
359,250 |
|
‐ |
United States of America and Canada |
356,642 |
|
25,999 |
Other Latin American countries |
58,377 |
|
52,521 |
Others |
6,062 |
|
6,180 |
Total |
107,677,400 |
|
77,828,499 |
32 Risks and financial instruments (Consolidated)
a. Risk management and financial instruments - governance
The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.
The Company has a policy for the management of resources, financial instruments, and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit. The governance of the management of financial risks follows the segregation of duties below.
The execution of the Policy is made by corporate financial board, through its treasury department, with the assistance of the controllership, accounting, legal and tax departments.
The monitoring of compliance of the Policy and possible issues is the responsibility of the Financial Risk Committee (“Committee”), which is composed of the CFO, Treasury Director, Controllership Director and other directors to be designated by the CFO, who meet quarterly. The monthly monitoring of Policy standards is responsibility of the CFO.
Approval of the Policy and the periodic assessment of Company exposure to financial risks are subject to the approval of the Company’s Board of Directors.
The Audit and Risk Committee (“CAR”) advises the Board of Directors in the assessment of controls, management and exposure of financial risks and revision of the Policy. The Risk, Compliance and Audit board monitors standards compliance of the Policy and reports to the Audit and Risk Committee the risks exposure and compliance or noncompliance of the Policy to the Board of Directors.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Currency risk
Most transactions of the Company, through its subsidiaries, are located in Brazil and therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the changes in assets and liabilities in foreign currency.
The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts, and disbursements in foreign currency and net investments in foreign operations. Hedge is used in order to reduce the effects of exchange rates on the Company´s incomes and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related.
Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais:
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.1 Assets and liabilities in foreign currencies
|
09/30/2022 |
|
12/31/2021 |
Assets in foreign currency |
|
|
|
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) |
398,098 |
|
122,242 |
Foreign trade receivables, net of allowance for expected credit losses and advances to foreign customers |
3,052 |
|
1,324 |
Other receivables |
810,990 |
|
- |
Other assets of foreign subsidiaries |
177,676 |
|
186,548 |
Asset exposure from subsidiaries held for sale |
‐ |
|
3,839,194 |
|
1,389,816 |
|
4,149,308 |
Liabilities in foreign currency |
|
|
|
Financing in foreign currency, gross of transaction costs and discount |
(5,075,410) |
|
(8,860,833) |
Payables arising from imports, net of advances to foreign suppliers |
(1,115,067) |
|
(649,107) |
Liabilities exposure of subsidiaries held for sale |
‐ |
|
(884,402) |
|
(6,190,478) |
|
(10,394,342) |
Foreign currency hedging instruments |
4,367,236 |
|
2,933,572 |
Foreign currency hedging instruments from subsidiaries held for sale |
‐ |
|
1,786,471 |
Net liability position - total |
(433,425) |
|
(1,524,991) |
Net (liability) asset position - income statement effect |
(433,425) |
|
(498,604) |
Net liability position - equity effect from subsidiaries held for sale |
‐ |
|
(1,026,387) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.2 Sensitivity analysis of assets and liabilities in foreign currency
For the base scenario, the future market curves as of September 30, 2022 were used on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement, impacted by the average U.S. dollar of R$ 5.4720 on September 30, 2022.
The table below shows the effects of the exchange rate changes on the net liability position of R$ 517,668 in foreign currency as of September 30, 2022:
|
Risk |
Base Scenario |
Income statement effect |
Real devaluation |
(13,080) |
|
Net effect |
(13,080) |
Income statement effect |
Real appreciation |
13,080 |
|
Net effect |
13,080 |
c. Interest rate risk
The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 5. Borrowings primarily relate to financing from Banco do Brasil, as well as debentures and borrowings in foreign currency, as shown in Note 17.
The Company seeks to maintain most of its financial assets and liabilities at floating rates.
c.1 Assets and liabilities exposed to floating interest rates
The financial assets and liabilities exposed to floating interest rates are demonstrated below:
|
Note |
09/30/2022 |
|
12/31/2021 |
DI |
|
|
|
|
Cash equivalents |
5.a |
4,018,600 |
|
1,943,164 |
Financial investments |
5.b |
1,049,779 |
|
1,607,608 |
Loans and debentures |
17 |
(3,190,696) |
|
(4,855,517) |
Liability position of foreign exchange hedging instruments - DI |
32.g |
(1,793,032) |
|
(2,283,625) |
Liability position of fixed interest instruments + IPCA - DI |
32.g |
(3,428,601) |
|
(2,364,583) |
Net liability position in DI |
|
(3,343,950) |
|
(5,952,953) |
TJLP |
|
|
|
|
Loans – TJLP |
17 |
(60) |
|
(326) |
Net liability position in TJLP |
|
(60) |
|
(326) |
LIBOR |
|
|
|
|
Asset position of foreign exchange hedging instruments - LIBOR |
32.g |
‐ |
|
279,047 |
Loans - LIBOR |
17 |
‐ |
|
(275,936) |
Net liability position in LIBOR |
|
‐ |
|
3,111 |
Total net liability position exposed to floating interest |
|
(3,344,010) |
|
(5,950,168) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.2 Sensitivity analysis of floating interest rate risk
For the sensitivity analysis of floating interest risks, on September 30, 2022, the Company used the market curves of the benchmark indexes (DI, TJLP, LIBOR and SELIC) as a base scenario.
The tables below show the incremental expenses and income that would be recognized in finance income, if the market curves of floating interest at the base date were applied to the average balances of the current year, due to the effect of floating interest rate.
|
|
09/30/2022 |
Exposure to interest rate risk |
Risk |
Base Scenario |
Interest effect on cash equivalents and financial investments |
Increase in DI |
23,776 |
Interest effect on debt in DI |
Increase in DI |
(44,791) |
Effect on income of short positions in DI of debt hedging instruments |
Increase in DI |
(262,181) |
Incremental expenses |
|
(283,196) |
Interest effect on debt in TJLP |
Increase in TJLP |
(4) |
Incremental expenses |
|
(4) |
d. Credit risks
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 5), and trade receivables (see Note 6).
d.1 Credit risk from financial institutions
Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit analysis of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.
d.2 Government credit risk
The Company's policy allows investments in government securities from countries classified as investment grade AAA or aaa by specialized credit rating agencies (S&P, Moody’s and Fitch) and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The credit risk of financial institution and government related to cash, cash equivalents and financial investments is summarized below:
|
|
Fair value |
||
Counterparty credit rating |
|
09/30/2022 |
|
12/31/2021 |
AAA |
|
5,251,756 |
|
3,606,000 |
AA |
|
987,636 |
|
740,879 |
A |
|
2,837 |
|
116,594 |
Others |
|
76,102 |
|
‐ |
Total |
|
6,318,331 |
|
4,463,473 |
d.3 Customer credit risk
The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.
In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are individual or corporate customers, whether they are wholesalers, resellers or final customers, considering also the geographic area.
The expected credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on data considered to be capable of foreseeing the risk of loss (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.
Such credit risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.
The Company’s subsidiaries request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees do not influence the calculation of risk of loss. The Company’s subsidiaries maintained the following allowances for expected credit losses:
|
09/30/2022 |
|
12/31/2021 |
Ipiranga |
391,245 |
|
422,542 |
Ultragaz |
128,422 |
|
135,565 |
Ultracargo |
2,475 |
|
1,526 |
Total |
522,142 |
|
559,633 |
The table below presents information on credit risk exposure, resulting from the additions of the balances of trade receivables and reseller financing:
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
09/30/2022 |
|
12/31/2021 |
||||||||
|
Weighted average rate of losses |
|
Accounting balance |
|
Allowance for expected credit losses |
|
Weighted average rate of losses |
|
Accounting balance |
|
Allowance for expected credit losses |
Current |
0.5% |
|
4,551,190 |
|
21,653 |
|
0.6% |
|
3,901,536 |
|
23,476 |
less than 30 days |
6.7% |
|
54,648 |
|
3,644 |
|
7.3% |
|
109,284 |
|
8,005 |
31-60 days |
9.1% |
|
35,587 |
|
3,235 |
|
20.4% |
|
57,545 |
|
11,746 |
61-90 days |
12.3% |
|
22,655 |
|
2,779 |
|
23.0% |
|
39,177 |
|
9,016 |
91-180 days |
27.2% |
|
91,225 |
|
24,776 |
|
49.1% |
|
50,588 |
|
24,818 |
more than 180 days |
53.4% |
|
873,389 |
|
466,055 |
|
57.5% |
|
838,532 |
|
482,572 |
|
|
|
5,628,694 |
|
522,142 |
|
|
|
4,996,662 |
|
559,633 |
The information on allowance for expected credit losses balances by geographic area is as follows:
|
09/30/2022 |
|
12/31/2021 |
|
|
|
|
Brazil |
521,983 |
|
559,532 |
United States of America and Canada |
33 |
|
3 |
Other Latin American countries |
‐ |
|
15 |
Europe |
86 |
|
66 |
Others |
40 |
|
17 |
|
522,142 |
|
559,633 |
For more information on the allowance for expected credit losses, see Notes 6.a and 6.b.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
d.4 Price risk
The Company and its subsidiaries are exposed to commodity price risk, due to the fluctuation in prices for diesel and gasoline, among others. These products are traded on the stock exchange and are subjected to the impacts of macroeconomic and geopolitical factors outside the control of the Company and its subsidiaries.
To mitigate the risk of the fluctuation of diesel and gasoline prices, the Company and its subsidiaries permanently monitor the market, seeking the protection of price movements through hedge transactions for cargo purchased in the international market, using contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.
The table below shows the positions of hedging financial instruments to hedge commodity price risk as of September 30, 2022 and December 31, 2021:
Derivative |
|
Contract |
|
Notional amount (m3) |
|
Notional amount (USD thousands) |
|
Fair value (R$ thousands) |
||||||||||
|
|
Position |
|
Product |
|
Maturity |
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Term |
|
Sold |
|
Heating Oil |
|
Oct-22 |
|
210,340 |
|
167,255 |
|
180,931 |
|
103,148 |
|
6,323 |
|
2,269 |
Term |
|
Sold |
|
RBOB |
|
Oct-22 |
|
67,888 |
|
29,413 |
|
43,660 |
|
17,112 |
|
6,153 |
|
(967) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,476 |
|
1,302 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
e. Liquidity risk
The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.
The Company and its subsidiaries believe to have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 3,943,836 (for quantitative information, see Note 17). As of September 30, 2022, the Company and its subsidiaries had R$ 5,890,695 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 5).
The table below presents a summary of financial liabilities and leases payable as of September 30, 2022 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.
|
Total |
Less than 1 year |
Between 1 and 3 years |
Between 3 and 5 years |
More than 5 years |
Loans including future contractual interest (1)(2) |
15,426,293 |
3,943,836 |
3,031,703 |
3,378,812 |
5,071,942 |
Derivative instruments (3) |
2,000,278 |
566,874 |
526,125 |
512,677 |
394,602 |
Trade payables |
6,097,783 |
6,097,783 |
‐ |
‐ |
‐ |
Leases payable |
2,326,260 |
305,516 |
524,773 |
371,625 |
1,124,346 |
(1) |
To calculate the estimated interest on loans, it was estimated based on the US dollar futures contracts and on the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on September 30, 2022. |
(2) |
Includes estimated interest payments on short-term and long-term loans until the payment date. |
(3) |
The hedging instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on September 30, 2022. In the table above, only the hedging instruments with negative results at the time of settlement were considered. |
f. Capital management
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 5) and loans, including debentures (see Note 17). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
g. Selection and use of financial instruments
In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.
The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.
The table below summarizes the gross balance of the position of hedging instruments entered by the Company and its subsidiaries: As of September 30, 2022, the Company and its subsidiaries had a provision for income tax for derivative instruments of R$ 109,143 (R$ 87,606 as of December 31, 2021):
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Product |
|
Hedged object |
|
Contracted rates |
|
Maturity |
|
Note |
|
Notional amount1 |
|
Fair value |
|||||
|
|
|
|
Assets |
Liabilities |
|
|
|
|
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Foreign exchange swap |
|
Financing |
|
USD + 4.65 % |
104.87% |
|
Sept-23 |
|
32.h.1 |
|
USD 125,000 |
|
USD 125,000 |
|
155,383 |
|
212,510 |
Foreign exchange swap |
|
Financing |
|
EUR + 3.42% |
111.60% |
|
Mar-23 |
|
32.h.1 |
|
EUR 9,709 |
|
- |
|
1,236 |
|
- |
Foreign exchange swap |
|
Financing |
|
USD + LIBOR-3M + 1.1368% |
104.75% |
|
- |
|
32.h.1 |
|
- |
|
USD 50,000 |
|
‐ |
|
109,332 |
Interest rate swap |
|
Financing |
|
IPCA + 5.03% |
102.87% |
|
Jun-32 |
|
32.h.1 |
|
R$ 3,226,054 |
|
R$ 2,226,054 |
|
172,591 |
|
166,468 |
Interest rate swap |
|
Financing |
|
6.47% |
99.94% |
|
Nov-24 |
|
32.h.1 |
|
R$ 90,000 |
|
R$ 90,000 |
|
(10,508) |
|
(9,044) |
Term |
|
Firm commitments |
|
BRL |
Heating Oil/ RBOB |
|
Oct-22 |
|
32.h.1 |
|
USD 73,500 |
|
USD 120,260 |
|
12,476 |
|
1,302 |
NDF |
|
Firm commitments |
|
BRL |
USD |
|
Oct-22 |
|
32.h.1 |
|
USD 102,865 |
|
USD 68,361 |
|
(8,117) |
|
5,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
323,061 |
|
486,270 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Product |
|
Hedged object |
|
Contracted rates |
|
Maturity |
|
Notional amount1 |
|
Fair value |
|||||
|
|
|
|
Assets |
Liabilities |
|
|
|
09/30/2022 |
|
12/31/2021 |
|
09/30/2022 |
|
12/31/2021 |
Foreign exchange swap |
|
Financing |
|
USD + 0.00% |
52.5% of CDI |
|
Jun-29 |
|
USD 300,000 |
|
- |
|
249,335 |
|
‐ |
NDF |
|
Firm commitments |
|
USD |
BRL |
|
Mar-23 |
|
USD 745,659 |
|
USD 681,846 |
|
44,175 |
|
3,463 |
Interest rate swap |
|
Financing |
|
5.25% |
CDI - 1.36% |
|
Jun-29 |
|
USD 300,000 |
|
USD 300,000 |
|
(277,200) |
|
(126,752) |
|
|
|
|
|
|
|
|
|
|
|
|
|
16,310 |
|
(123,289) |
1 Currency as indicated.
All transactions mentioned above were properly registered with CETIP S.A.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
h. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
h.1 Fair value hedge
The Company and its subsidiaries designate as fair value hedges certain financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars.
The foreign exchange hedging instruments designated as fair value hedge are:
In thousands, except the DI % |
09/30/2022 |
|
12/31/2021 |
Notional amount – US$ |
125,000 |
|
175,000 |
Result of hedging instruments - gain/(loss) - R$ |
(104,943) |
|
21,812 |
Fair value adjustment of debt - R$ |
33,614 |
|
47,064 |
Financial result of the debt - R$ |
14,620 |
|
(105,059) |
Average effective cost - DI % |
105 |
|
105 |
|
|
|
|
Notional amount – EUR |
9,709 |
|
‐ |
Result of hedging instruments - gain/(loss) - R$ |
1,236 |
|
‐ |
Fair value adjustment of debt - R$ |
(237) |
|
‐ |
Average effective cost - DI % |
112 |
|
‐ |
For further information, see Note 17.b.1 |
|
|
|
The interest rate hedging instruments designated as fair value hedge are:
In thousands, except the DI % |
09/30/2022 |
|
12/31/2021 |
Notional amount – R$ |
3,226,054 |
|
2,226,054 |
Result of hedging instruments - gain/(loss) - R$ |
(78,722) |
|
(17,922) |
Fair value adjustment of debt - R$ |
(3,165) |
|
166,374 |
Financial result of the debt - R$ |
(218,196) |
|
(245,710) |
Average effective cost - DI % |
106.7 |
|
102.0 |
In thousands, except the DI % |
09/30/2022 |
|
12/31/2021 |
Notional amount – R$ |
90,000 |
|
90,000 |
Result of hedging instruments - gain/(loss) - R$ |
(3,083) |
|
(10,088) |
Fair value adjustment of debt - R$ |
(956) |
|
11,756 |
Financial result of the debt - R$ |
1,257 |
|
(5,914) |
Average effective cost - DI % |
99.9 |
|
99.9 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary IPP. The purpose of this relationship is to transform the cost of the imported product from fixed to variable until fuel blending, as occurs with the price adopted in its sales. IPP carries out these operations with over-the-counter derivatives that are designated in a hedge accounting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.
In thousands |
09/30/2022 |
|
12/31/2021 |
Notional amount – US$ |
176,365 |
|
188,621 |
Result of hedging instruments - gain/(loss) - R$ |
(399,190) |
|
(129,670) |
Notional amount – US$ |
48,898 |
|
(4,352) |
For more information, see Note 17.
h.2 Cash flow hedge
Until March 31, 2022, the Company and its subsidiaries had designated, as cash flow hedge for protection against variations arising from exchange rate changes, derivative financial instruments to hedge firm commitments and non-derivative financial instruments to hedge highly probable future transactions.
Since April 1, 2022, the exchange rate hedging instruments for highly probable future transactions designated as cash flow hedges, referring to notes in the foreign market, no longer impact the Company and its subsidiaries due to the sale of Oxiteno (totaling US$ 386,787 as of December 31, 2021), and a realized loss was recognized in the income statement in the amount of R$ 506,375 as of September 30, 2022 (unrealized gain in the amount of R$ 107,807 as of September 30, 2021), net of deferred IRPJ and CSLL. The impacts and balances of cash flow hedge are recognized at Oxiteno, and presented as “Held for sale” and “Discontinued operation”.
h.3 Net investment hedge in foreign entities
Until March 31, 2022, the Company and its subsidiaries had designated, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
As of April 1, 2022, the balance of notes in the foreign market designated as net investment hedge in foreign entities, referring to part of the investments made in entities that have a functional currency other than the Brazilian Real, no longer impact the Company and its subsidiaries due to the sale of Oxiteno (totaling US$ 95,000 as of December 31, 2021), and a gain was recognized in “Other comprehensive income” in the amount of R$ 52,837 as of September 30, 2022 (loss of R$ 12,195 as of June 30, 2021), net of deferred IRPJ and CSLL. The effects of exchange rate variation on investments and notes in the foreign market were offset in equity. The impacts and balances of net investments hedge in foreign entities are recognized at Oxiteno, and presented as “Held for sale” and “Discontinued operation”.
i. Gains (losses) on hedging instruments
The following tables summarize the values of gains (losses) recognized, which affected the equity and the statement of income of the Company and its subsidiaries:
|
09/30/2022 |
|
09/30/2021 |
|
12/31/2021 |
||
|
Income or loss |
|
Equity |
|
Income or loss |
|
Equity |
a - Currency swap receivable in U.S. dollars (i) and (ii) and commodities |
(571,739) |
|
‐ |
|
‐ |
|
‐ |
b - Interest rate swaps in R$ (iii) |
(302,865) |
|
‐ |
|
‐ |
|
‐ |
c - Non-derivative financial instruments (iv) |
(490,256) |
|
‐ |
|
‐ |
|
(617,469) |
Total |
(1,364,860) |
|
‐ |
|
‐ |
|
(617,469) |
(i) |
Does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/firm commitments). |
(ii) |
Considers the effect of designation of foreign exchange hedging. |
(iii) |
Considers the effect of designation of interest rate hedging in Brazilian Reais; and |
(iv) |
Considers the results of notes in the foreign market (for more information see Note 17) and the impacts of continued and discontinued operation. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
j. Fair value of financial instruments
The fair values and the carrying amounts of the financial instruments, including foreign exchange and interest rate hedging instruments, are stated below:
|
|
|
09/30/2022 |
|
12/31/2021 |
||||
|
Category |
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
|
|
Note |
value |
|
value |
|
value |
|
value |
Financial assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
Cash and banks |
Measured at amortized cost |
5.a |
214,855 |
|
214,855 |
|
334,547 |
|
334,547 |
Fixed-income securities in local currency |
Measured at amortized cost |
5.a |
4,018,600 |
|
4,018,600 |
|
1,943,164 |
|
1,943,164 |
Fixed-income securities in foreign currency |
Measured at amortized cost |
5.a |
393,197 |
|
393,197 |
|
2,363 |
|
2,363 |
Financial investments |
|
|
|
|
|
|
|
|
|
Fixed-income securities and funds in local currency |
Measured at fair value through profit or loss |
5.b |
1,049,779 |
|
1,049,779 |
|
1,607,608 |
|
1,607,608 |
Fixed-income securities and funds in foreign currency |
Measured at fair value through other comprehensive income |
5.b |
‐ |
|
‐ |
|
103,239 |
|
103,239 |
Foreign exchange, interest rate and commodity hedging instruments |
Measured at fair value through profit or loss |
5.b |
641,900 |
|
641,900 |
|
472,552 |
|
472,552 |
Trade receivables |
Measured at amortized cost |
6.a |
4,420,100 |
|
4,396,317 |
|
3,813,350 |
|
3,367,012 |
Reseller financing |
Measured at amortized cost |
6.b |
1,208,594 |
|
1,206,791 |
|
1,183,312 |
|
1,176,582 |
Other receivables |
Measured at amortized cost |
6.c |
1,114,072 |
|
1,114,072 |
|
- |
|
- |
Total |
|
|
13,061,097 |
|
13,035,511 |
|
9,460,135 |
|
9,007,067 |
Financial liabilities: |
|
|
|
|
|
|
|
|
|
Financing |
Measured at fair value through profit or loss |
17 |
668,728 |
|
668,491 |
|
1,011,374 |
|
1,011,374 |
Financing |
Measured at amortized cost |
17 |
4,330,371 |
|
4,194,341 |
|
8,082,323 |
|
8,380,088 |
Debentures |
Measured at amortized cost |
17 |
3,190,696 |
|
3,215,272 |
|
4,599,525 |
|
4,529,439 |
Debentures |
Measured at fair value through profit or loss |
17 |
3,582,968 |
|
3,582,969 |
|
2,487,244 |
|
2,487,244 |
Foreign exchange, interest rate and commodity hedging instruments |
Measured at fair value through profit or loss |
17 |
411,670 |
|
411,670 |
|
197,177 |
|
197,177 |
Trade payables |
Measured at amortized cost |
18 |
6,097,783 |
|
6,049,422 |
|
5,789,954 |
|
5,727,724 |
Subscription warrants - indemnification |
Measured at fair value through profit or loss |
25 |
40,298 |
|
40,298 |
|
51,296 |
|
51,296 |
Total |
|
|
18,322,514 |
|
18,162,463 |
|
22,218,893 |
|
22,384,342 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The fair value of financial instruments, including foreign exchange and interest hedging instruments, was determined as described below:
The fair value of other financial investments, hedging instruments, financing and leases payable was determined using calculation methodologies commonly used for mark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of the date of the financial statements. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.
The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realizable.
Financial instruments were classified as financial assets or liabilities measured at amortized cost, except for (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 5.b), (ii) loans and financing measured at fair value through profit or loss (see Note 17), (iii) guarantees to customers that have vendor arrangements (see Note 17), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 24). Cash, banks, trade receivables and reseller financing are classified as financial assets measured at amortized cost. Trade payables and other payables are classified as financial liabilities measured at amortized cost.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
j.1 Fair value hierarchy of financial instruments
The financial instruments are classified in the following categories:
(a) Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;
(b) Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
The table below shows the categories of financial assets and financial liabilities of the Company and its subsidiaries:
|
Category |
Note |
09/30/2022 |
|
Level 1 |
|
Level 2 |
Financial assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
Cash and banks |
Measured at amortized cost |
5.a |
214,855 |
|
‐ |
|
‐ |
Fixed-income securities in local currency |
Measured at amortized cost |
5.a |
4,018,600 |
|
- |
|
‐ |
Fixed-income securities in foreign currency |
Measured at amortized cost |
5.a |
393,197 |
|
- |
|
‐ |
Financial investments |
|
|
|
|
|
|
|
Fixed-income securities and funds in local currency |
Measured at fair value through profit or loss |
5.b |
1,049,779 |
|
1,049,779 |
|
‐ |
Foreign exchange, interest rate and commodity hedging instruments |
Measured at fair value through profit or loss |
5.b |
641,900 |
|
‐ |
|
641,900 |
Trade receivables |
Measured at amortized cost |
6.a |
4,396,317 |
|
‐ |
|
‐ |
Reseller financing |
Measured at amortized cost |
6.b |
1,206,791 |
|
‐ |
|
‐ |
Other receivables |
Measured at amortized cost |
6.c |
1,114,072 |
|
‐ |
|
‐ |
Total |
|
|
13,035,511 |
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
Financing |
Measured at fair value through profit or loss |
17.a |
668,491 |
|
‐ |
|
668,491 |
Financing |
Measured at amortized cost |
17.a |
4,194,341 |
|
‐ |
|
‐ |
Debentures |
Measured at amortized cost |
17.a |
3,215,272 |
|
‐ |
|
‐ |
Debentures |
Measured at fair value through profit or loss |
17.a |
3,582,969 |
|
‐ |
|
3,582,969 |
Foreign exchange, interest rate and commodity hedging instruments |
Measured at fair value through profit or loss |
17.a |
411,670 |
|
‐ |
|
411,670 |
Trade payables |
Measured at amortized cost |
18 |
6,049,422 |
|
‐ |
|
‐ |
Subscription warrants – indemnification(1) |
Measured at fair value through profit or loss |
25 |
40,298 |
|
‐ |
|
40,298 |
Total |
|
|
18,162,463 |
|
|
|
|
(1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition.
k. Sensitivity analysis of derivative financial instruments
The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of the sensitivity analysis of market risks associated with financial instruments, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
For the sensitivity analysis of foreign exchange hedging instruments as of September 30, 2022, Management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 8.13 (R$ 10.25 as of December 31, 2021) in the base scenario.
Based on the balances of the hedging instruments and hedged items as of December 31, 2021, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais were calculated in each of the scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
09/30/2022 |
Risk |
Base Scenario |
Currency swaps receivable in U.S. dollars |
|
|
(1) U.S. Dollar/Real swaps |
Dollar appreciation |
860,627 |
(2) Debts/Firm commitments in U.S. dollars |
(860,627) |
|
(1)+(2) |
Net effect in result |
‐ |
Currency swaps payable in U.S. dollars |
|
|
(3) Real/US Dollar Swaps |
Dollar devaluation |
38,052 |
(4) Gross margin of Ipiranga |
(38,052) |
|
(3)+(4) |
Net effect in result |
‐ |
For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais as of September 30, 2022, the Company used the futures curve of the DI x fixed rate contract quoted on B3 as of September 30, 2022 for each of the swap and debt (hedged item) maturities, to determine the base scenario.
Based on the scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:
09/30/2022 |
Risk |
Base Scenario |
Interest rate swap (Real) - Debentures - CRA |
|
|
(1) Fixed rate swap - DI |
Fixed rate reduction |
3,837,793 |
(2) Fixed rate debt |
(3,837,793) |
|
(1) + (2) |
Net effect in result |
‐ |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
33 Commitments (Consolidated)
a. Contracts
Subsidiary Ultracargo Logística has agreements with CODEBA, with Complexo Industrial Portuário Governador Eraldo Gueiros and with Empresa Maranhense de Administração Portuária, in connection with its port facilities in Aratu, Suape and Itaqui, respectively. Such agreements establish a minimum cargo movement, as shown below:
Port |
Minimum movement per year |
Maturity |
Aratu |
900,000 ton. |
2022 |
Suape |
250,000 ton. |
2027 |
Suape |
400,000 ton. |
2029 |
Aratu |
465,403 ton. |
2031 |
Itaqui |
1,468,105 m3 |
2049 |
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2022, these rates were R$ 8.71 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.94 per m³ for Itaqui. According to contractual conditions and tolerances, as of September 30, 2022, there were no material pending issues regarding the minimum purchase limits of the contract.
b. Port area lease
On April 9, 2021, the Company, through its subsidiary Ultracargo Logística, won the auction for leasing the IQI13 area at the Itaqui port, State of Maranhão, for storage and handling of liquid bulk products, especially fuels. In the leased area, a new terminal will be built with a minimum installed capacity of 79 thousand cubic meters. The lease will have a minimum duration of 20 years according to the auction notice. For this capacity, investments of approximately R$ 310 million are estimated, including the amount related to the grant, to be disbursed in up to six years after signing of the contract.
34 Events after the reporting period
a. Signing of an agreement for the acquisition of Stella by Ultragaz
On September 12, 2022, Ultrapar Participações S.A signed an agreement for the acquisition of all quotas of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”), which was closed on October 1, 2022. The total amount paid for the company totaled R$ 63,000, with an initial payment of R$ 7,560. The remaining acquisition amount proportional to the share held by the sellers will be settled in 2027, and is mainly subject to the acquired company’s performance conditions. Stella was part of UVC’s portfolio (Ultrapar’s Corporate Venture Capital fund) since 2021
São Paulo, November 9, 2022 – Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and infrastructure through Ipiranga, Ultragaz and Ultracargo, today announces its results for the third quarter of 2022.
Continuing operations |
Net revenues |
Recurring Adjusted EBITDA² |
Investments |
R$ 39 billion |
R$ 890 |
R$ 524 |
Pro forma view¹ |
Recurring Adjusted EBITDA² |
Net income |
Cash flow from operations |
R$ 893 million |
R$ 83 |
R$ 1.3 |
¹ Considers the sum of continuing and discontinued operations
² Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
Considerations on the financial and operational information |
In May and August 2021, the sale agreements of Extrafarma and Oxiteno were signed, respectively, according to the Material Notices disclosed at the time. On December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. The sale of Oxiteno was concluded on April 1st, 2022, and thus ceased to be part of discontinued operations and Ultrapar's results as of 2Q22. The sale of Extrafarma was concluded on August 1st, 2022, and its results are shown within discontinued operations until this date. In this report the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continuing and discontinued operations unless otherwise indicated.
The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on September 30, 2022, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information (pro forma). Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. Information denominated EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:
Quarter | Accumulated | |||||||||
R$ million | 3Q22 | 3Q21 | 2Q22 | 9M22 | 9M21 | |||||
Net income | 82.6 | 374.3 | 459.9 | 1,003.7 | 493.4 | |||||
(+) Income and social contribution taxes | 27.1 | (108.0) | 133.2 | 219.2 | 47.9 | |||||
(+) Net financial (income) expenses | 328.1 | 296.0 | 509.6 | 1,195.7 | 632.4 | |||||
(+) Depreciation and amortization | 272.3 | 346.1 | 288.9 | 924.3 | 1,014.5 | |||||
(+) Net effect of the cessation of depreciation | - | - | (13.5) | (78.5) | - | |||||
EBITDA | 710.2 | 908.4 | 1,378.1 | 3,264.4 | 2,188.3 | |||||
Accounting adjustments | ||||||||||
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga) | 127.9 | 70.5 | 115.9 | 332.2 | 198.6 | |||||
(+) Amortization of contractual assets with customers - exclusive rights (Ultragaz) | 0.4 | 0.4 | 0.4 | 1.1 | 1.2 | |||||
(+) Cash flow hedge from bonds (Oxiteno) | - | 38.0 | - | 48.1 | 129.0 | |||||
Adjusted EBITDA | 838.4 | 1,017.3 | 1,494.4 | 3,645.8 | 2,517.1 | |||||
Adjusted EBITDA from continuing operations | 939.3 | 651.0 | 1,189.0 | 3,027.2 | 2,017.0 | |||||
Ultragaz | 332.4 | 220.5 | 261.0 | 806.6 | 507.2 | |||||
Ultracargo | 136.3 | 102.1 | 129.6 | 379.8 | 294.8 | |||||
Ipiranga | 532.7 | 398.1 | 840.0 | 1,992.2 | 1,382.9 | |||||
Holding, abastece aí and other companies | (62.5) | (71.8) | (42.4) | (155.4) | (175.6) | |||||
Eliminations | 0.3 | 2.2 | 0.9 | 3.9 | 7.6 | |||||
Adjusted EBITDA from discontinued operations | (100.9) | 366.3 | 305.4 | 618.6 | 500.1 | |||||
Oxiteno | - | 351.5 | - | 396.2 | 852.2 | |||||
Extrafarma | (64.2) | 17.0 | 17.0 | (26.6) | (344.5) | |||||
Capital gain from the sale of Oxiteno | - | - | 289.2 | 289.2 | - | |||||
Adjustments from the sale of Oxiteno | (31.6) | - | - | (31.6) | - | |||||
Adjustments from the sale of Extrafarma | (4.7) | - | - | (4.7) | - | |||||
Eliminations | (0.3) | (2.2) | (0.9) | (3.9) | (7.6) | |||||
Non-recurring items that affected EBITDA | ||||||||||
(-) Results from disposal of assets (Ipiranga) | (49.3) | (17.9) | (53.0) | (128.2) | (55.4) | |||||
(-) Extemporaneous tax credits (Ipiranga) | - | (37.9) | (32.7) | (32.7) | (134.8) | |||||
(-) Extemporaneous tax credits (Oxiteno) | - | - | - | (62.4) | - | |||||
(-) Capital gain from the sale of Oxiteno | - | - | (289.2) | (289.2) | - | |||||
(+) Adjustments from the sale of Oxiteno | 31.6 | - | - | 31.6 | - | |||||
(+) Impairment (Extrafarma) | - | - | - | - | 394.7 | |||||
(+) Pre-closing expenses provisions (Extrafarma) | 67.4 | - | - | 67.4 | - | |||||
(+) Adjustments from the sale of Extrafarma | 4.7 | - | - | 4.7 | - | |||||
Recurring Adjusted EBITDA | 892.8 | 961.5 | 1,119.5 | 3,236.9 | 2,721.5 | |||||
Recurring Adjusted EBITDA from continuing operations | 890.0 | 595.2 | 1,103.3 | 2,866.3 | 1,826.7 | |||||
Ultragaz | 332.4 | 220.5 | 261.0 | 806.6 | 507.2 | |||||
Ultracargo | 136.3 | 102.1 | 129.6 | 379.8 | 294.8 | |||||
Ipiranga | 483.4 | 342.3 | 754.3 | 1,831.3 | 1,192.6 | |||||
Holding, abastece aí and other companies | (62.5) | (71.8) | (42.4) | (155.4) | (175.6) | |||||
Eliminations | 0.3 | 2.2 | 0.9 | 3.9 | 7.6 | |||||
Recurring Adjusted EBITDA from discontinued operations | 2.8 | 366.3 | 16.1 | 370.7 | 894.8 | |||||
Oxiteno | - | 351.5 | - | 333.9 | 852.2 | |||||
Extrafarma | 3.1 | 17.0 | 17.0 | 40.7 | 50.2 | |||||
Eliminations | (0.3) | (2.2) | (0.9) | (3.9) | (7.6) |
Ultrapar |
Amounts in R$ million |
3Q22 |
3Q21 |
2Q22 |
Δ |
Δ |
9M22 |
9M21 |
Δ |
3Q22 v 3Q21 |
3Q22 v 2Q22 |
9M22 v 9M21 |
||||||
Net revenues |
39,484 |
31,911 |
37,425 |
24% |
6% |
110,945 |
84,387 |
31% |
Adjusted EBITDA |
838 |
1,017 |
1,494 |
(18%) |
(44%) |
3,646 |
2,517 |
45% |
Recurring Adjusted EBITDA1 |
893 |
962 |
1,119 |
(7%) |
(20%) |
3,237 |
2,722 |
19% |
Recurring Adjusted EBITDA - Continuing operations |
890 |
595 |
1,103 |
50% |
(19%) |
2,866 |
1,827 |
57% |
Recurring Adjusted EBITDA - Discontinued operations |
3 |
366 |
16 |
(99%) |
(83%) |
371 |
895 |
(59%) |
Depreciation and amortization2 |
401 |
417 |
405 |
(4%) |
(1%) |
1,258 |
1,214 |
4% |
Financial result3 |
(328) |
(334) |
(510) |
2% |
36% |
(1,244) |
(761) |
(63%) |
Net income |
83 |
374 |
460 |
(78%) |
(82%) |
1,004 |
493 |
103% |
Investments4 |
525 |
491 |
412 |
7% |
28% |
1,319 |
1,183 |
12% |
Cash flow from operations |
1,293 |
604 |
376 |
114% |
243% |
486 |
1,882 |
(74%) |
1 Non-recurring items described in the EBITDA calculation table – page 2
2 ncludes amortization of contractual assets with customers – exclusive rights
3 Includes the result of the cash flow hedge from bonds until 1Q22
4 Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively, R$ 16 million related to the grant of Ipiranga’s terminal in Belém in 2Q22 and R$ 12 million related to the grant of Ipiranga’s base in Vitória in 3Q22
Net revenues – Total of R$ 39,484 million (+24% YoY and +6% QoQ), due to the increase in net revenues in all businesses, especially Ipiranga, partially offset by the divestments of Oxiteno and Extrafarma and subsequent deconsolidation of their results in April and August 2022, respectively.
Recurring Adjusted EBITDA - Continuing operations – Total of R$ 890 million (+50% YoY), due to higher EBITDAs of Ultragaz, Ipiranga and Ultracargo. Compared to 2Q22, recurring Adjusted EBITDA from continuing operations decreased 19%, due to the lower EBITDA of Ipiranga, offset by higher EBITDAs of Ultragaz and Ultracargo.
Recurring Adjusted EBITDA - Discontinued operations – Total of R$ 3 million (-99% YoY and -83% QoQ), mainly due to the deconsolidation of the results of Oxiteno and Extrafarma.
Depreciation and amortization – Total of R$ 401 million (-4% YoY and -1% QoQ), due to the deconsolidation of the results of Oxiteno and Extrafarma, partially offset by higher investments made during the last 12 months and higher amortization of contractual assets at Ipiranga.
Results from the Holding, abastece aí and other companies – Ultrapar recorded a negative result of R$ 62 million in the Holding, abastece aí and other companies, comprised of (i) R$ 45 million of negative EBITDA from the Holding, (ii) R$ 15 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, and (iii) R$ 2 million of negative EBITDA from other companies.
Financial result – Ultrapar reported net financial expenses of R$ 328 million in 3Q22, an improvement of R$ 6 million compared to 3Q21, reflecting the negative result of R$ 40 million of mark-to-market of hedges in 3Q22 compared to the negative result of R$ 146 million in 3Q21, attenuated by (i) the effect in 3Q21 of the accrued interest from extraordinary tax credits related to the ICMS exclusion from the PIS/Cofins calculation base in the amount of R$ 60 million; and (ii) the higher CDI rate, despite the lower average balance and lower cost of the net debt. Compared to 2Q22, a period during which Ultrapar recognized net financial expenses of R$ 510 million, the variation is mainly explained by the lower negative effect of mark-to-market of hedges.
Net income – Total of R$ 83 million (-78% YoY), explained by the effect of the income tax reversion over monetary adjustment for tax credits of R$ 196 million in 3Q21 and by closing adjustments from the divestments of Oxiteno and Extrafarma in 3Q22, offset by higher EBITDA from continuing operations. Compared to 2Q22, net income decreased 82%, mainly due to the capital gain from the sale of Oxiteno registered in 2Q22 and lower EBITDA of Ipiranga in 3Q22.
Cash flow from operations – Generation of R$ 1.3 billion in 3Q22, compared to the generation of R$ 604 million in 3Q21, due to working capital cash release, as a result of fuel prices reductions during the 3Q22 and inventory management, despite the lower EBITDA.
92 |
Ultragaz |
|
3Q22 |
3Q21 |
2Q22 |
Δ |
Δ |
9M22 |
9M21 |
Δ |
3Q22 v 3Q21 |
3Q22 v 2Q22 |
9M22 v 9M21 |
||||||
Total volume (000 tons) |
451 |
453 |
425 |
(1%) |
6% |
1,275 |
1,298 |
(2%) |
Bottled |
294 |
304 |
281 |
(3%) |
5% |
839 |
876 |
(4%) |
Bulk |
157 |
149 |
144 |
5% |
9% |
436 |
421 |
3% |
Adjusted EBITDA (R$ million) |
332 |
220 |
261 |
51% |
27% |
807 |
507 |
59% |
Adjusted EBITDA margin (R$/ton) |
738 |
486 |
614 |
52% |
20% |
633 |
391 |
62% |
Operational performance – The volume sold by Ultragaz in 3Q22 decreased 1% in relation to 3Q21, resulting from a 3% reduction in sales in the bottled segment, due to lower market demand. The bulk segment, on the other hand, increased 5%, mainly due to higher sales of special gases and to the commercial and services segments. Compared to 2Q22, volume sold increased 6%, due to the typical seasonality between periods.
Net revenues – Total of R$ 3,068 million (+14% YoY), due to the pass throughs of higher LPG costs, attenuated by lower sales volume. Compared to 2Q22, net revenues increased 4%, mainly due to higher sales volume.
Cost of goods sold – Total of R$ 2,605 million (+11% YoY), due to the readjustments of LPG costs carried out by Petrobras and higher costs with freight and logistics, reflecting the higher price of diesel, and personnel (collective bargaining agreement). Compared to 2Q22, cost of goods sold increased 2%, mainly due to higher sales volume and higher costs with freight and personnel.
Sales, general and administrative expenses – Total of R$ 209 million (+20% YoY), resulting from higher personnel expenses (mainly higher variable compensation, aligned with the progression of results, and collective bargaining agreement) and higher sales commissions. Compared to 2Q22, SG&A increased 1%, due to higher personnel and sales commission expenses, attenuated by lower provisions for doubtful accounts.
Adjusted EBITDA – Ultragaz reached a record level of EBITDA of R$ 332 million (+51% YoY), due to better margins, as a result of efficiency and productivity initiatives and better sales mix, despite higher expenses. Compared to 2Q22, Adjusted EBITDA increased 27%, due to higher sales volume and better margins.
Investments – R$ 90 million were invested in this quarter, directed mainly towards the acquisition and replacement of bottles, equipment installed in customers in the bulk segment and maintenance of existing operations.
Ultracargo |
|
3Q22 |
3Q21 |
2Q22 |
Δ |
Δ |
9M22 |
9M21 |
Δ |
3Q22 v 3Q21 |
3Q22 v 2Q22 |
9M22 v 9M21 |
||||||
Installed capacity¹ (000 m³) |
955 |
878 |
955 |
9% |
0% |
955 |
860 |
11% |
m³ sold (000 m³) |
3,445 |
3,089 |
3,411 |
12% |
1% |
10,076 |
9,381 |
7% |
Adjusted EBITDA (R$ million) |
136 |
102 |
130 |
34% |
5% |
380 |
295 |
29% |
Adjusted EBITDA margin (%) |
61% |
57% |
60% |
3 p.p. |
1 p.p. |
59% |
56% |
3 p.p. |
1 Monthly average
Operational performance – Ultracargo's average installed capacity increased 9% YoY, as a result of the start-up of operations in Vila do Conde terminal and the capacity expansion in Itaqui. The m³ sold increased 12%, with higher handling of fuels in Itaqui and the start-up of operations in Vila do Conde. Compared to 2Q22, m³ sold increased 1%, due to higher handling of fuels in Itaqui and the ramp-up of operations in Vila do Conde, offset by lower handling in Santos.
Net revenues – Total of R$ 225 million (+26% YoY), due to contractual readjustments and higher m³ sold mostly in Itaqui and Vila do Conde. Compared to 2Q22, net revenues increased 4%, for the same reasons already mentioned.
Cost of services provided – Total of R$ 81 million (+17% YoY), of which about 80% of the increase refers to costs and depreciation of Vila do Conde terminal (operations started in December 2021), while the remainder comes from higher depreciation, due to capacity expansions in Itaqui and investments made in the last 12 months, along with the effect of inflation on personnel and inputs. Compared to 2Q22, cost of services provided decreased 8%, due to lower depreciation and lower costs with personnel and inputs.
Sales, general and administrative expenses – Total of R$ 39 million (+20% YoY), resulting from higher expenses with personnel (mainly higher variable compensation, in line with the progression of results, and collective bargaining agreement) and engineering studies, attenuated by productivity and efficiency gains. Compared to 2Q22, SG&A increased 13%, due to higher expenses with personnel and engineering studies.
Adjusted EBITDA – Ultracargo reached a record level of EBITDA of R$ 136 million (+34% YoY), as a result of the capacity expansions with profitability gains, contractual readjustments and productivity and efficiency gains. Compared to 2Q22, there was a 5% growth, mainly due to contractual readjustments and lower costs, attenuated by higher expenses.
Investments – Investments in the period amounted to R$ 72 million, directed towards efficiency gain projects, maintenance, and operational safety of the terminals.
Ipiranga |
|
3Q22 |
3Q21 |
2Q22 |
Δ |
Δ |
9M22 |
9M21 |
Δ |
3Q22 v 3Q21 |
3Q22 v 2Q22 |
9M22 v 9M21 |
||||||
Total volume (000 m³) |
6,020 |
5,855 |
5,629 |
3% |
7% |
17,024 |
16,807 |
1% |
Diesel |
3,243 |
3,121 |
3,047 |
4% |
6% |
9,094 |
8,896 |
2% |
Otto cycle |
2,675 |
2,623 |
2,472 |
2% |
8% |
7,610 |
7,577 |
0% |
Others¹ |
103 |
110 |
111 |
(7%) |
(8%) |
321 |
334 |
(4%) |
Adjusted EBITDA (R$ million) |
533 |
398 |
840 |
34% |
(37%) |
1,992 |
1,383 |
44% |
Adjusted EBITDA margin (R$/m³) |
88 |
68 |
149 |
30% |
(41%) |
117 |
82 |
42% |
Results from disposal of assets |
49 |
18 |
53 |
175% |
(7%) |
128 |
55 |
131% |
Extemporaneous tax credits |
- |
38 |
33 |
n/a |
n/a |
33 |
135 |
(76%) |
Recurring Adjusted EBITDA (R$ million) |
483 |
342 |
754 |
41% |
(36%) |
1,831 |
1,193 |
54% |
Recurring Adjusted EBITDA margin (R$/m³) |
80 |
58 |
134 |
37% |
(40%) |
108 |
71 |
52% |
¹ Fuel oils, arla 32, kerosene, lubricants and greases
Operational performance – The volume sold by Ipiranga grew 3% YoY, with an increase of 4% in diesel and 2% in the Otto cycle. Compared to 2Q22, volume was 7% higher, due to the 8% growth in the Otto cycle and 6% in diesel, resulting mainly from the typical seasonality between the periods.
Net revenues – Total of R$ 35,999 million (+35% YoY), due to the pass throughs of higher oil derivatives and ethanol costs, and higher sales volume. Compared to 2Q22, net revenues increased 7%, as a result of higher sales volume, despite the reductions of fuel prices during 3Q22.
Cost of goods sold – Total of R$ 35,004 million (+35% YoY), due to increased costs of oil derivatives and ethanol arising from the increase in international prices in the last 12 months, in addition to higher sales volume. Compared to 2Q22, cost of goods sold increased 8%, mainly due to higher sales volume, offset by the reduction of fuel prices during 3Q22.
Sales, general and administrative expenses – Total of R$ 590 million (+8% YoY), resulting from higher expenses with freight (diesel prices increase and higher sales volume), personnel (mainly higher variable compensation, in line with the progression of results and collective bargaining agreement), and AmPm’s company-operated stores, partially offset by higher reversals of provisions for doubtful accounts. Compared to 2Q22, SG&A decreased 9%, due to higher reversals of provisions for doubtful accounts and lower contingencies.
Other operating results – Total of negative R$ 176 million, a worsening of R$ 181 million in relation to 3Q21, due to costs with CBios in the amount of R$ 191 million in 3Q22 (R$ 144 million higher than in 3Q21) and the constitution of extemporaneous tax credits of R$ 38 million in 3Q21. Compared to 2Q22, the worsening was of R$ 46 million, due to the constitution of extemporaneous tax credits of R$ 33 million in 2Q22 and higher costs with CBios.
Results from disposal of assets – Total of R$ 49 million, an increase of R$ 31 million compared to 3Q21, due to higher sales of real estate assets. Compared to 2Q22, there was a decrease of R$ 4 million.
Share or profit (loss) of subsidiaries, joint ventures and associates – Total of negative R$ 12 million, mainly due to retroactive entries of IFRS 16 in SPEs formed together with other distributors to operate in the ports of Vitória, Belém and Cabedelo.
Recurring Adjusted EBITDA – Total of R$ 483 million (+41% YoY), due to better margins and higher sales volume, attenuated by higher expenses and higher costs with CBios. Compared to 2Q22, there was a decrease of 36%, due to more pressured margins, resulting from fuel prices reductions during 3Q22 and greater product availability, despite of higher sales volume and lower expenses.
Investments – R$ 352 million were invested, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 144 million refer to additions to fixed and intangible assets, R$ 201 million to contractual assets with customers (exclusive rights), and R$ 7 million to drawdowns of financing to clients and advance payments of rentals, net of receipts.
Indebtedness (R$ million) |
Ultrapar consolidated |
3Q22 |
3Q21 |
2Q22 |
Gross debt |
(12,236) |
(16,409) |
(13,107) |
Cash and cash equivalents |
6,318 |
6,588 |
6,739 |
Net debt (ex-IFRS 16) |
(5,917) |
(9,821) |
(6,368) |
Leases payable |
(1,529) |
(1,816) |
(1,804) |
Net debt |
(7,446) |
(11,636) |
(8,172) |
Net debt/LTM Adjusted EBITDA¹ |
1.9x |
3.0x |
2.2x |
Average cost of debt |
106% DI |
105% DI |
96% DI |
DI + 0.7% |
DI + 0.2% |
DI - 0.5% |
|
Average cash yield (% DI) |
96% |
61% |
79% |
Average debt duration (years) |
4.3 |
4.9 |
4.2 |
¹ LTM Adjusted EBITDA does not include Extrafarma’s impairments, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma; furthermore, for 2Q22 does not include LTM result from Oxiteno and, for 3Q22, does not include LTM result from Oxiteno and Extrafarma
Ultrapar ended 3Q22 with net financial debt of R$ 5.9 billion, composed of a gross indebtedness of R$ 12.2 billion, and cash position of R$ 6.3 billion. Considering the leases payable (IFRS 16) of R$ 1.5 billion, the total net debt was R$ 7.4 billion (1.9x LTM Adjusted EBITDA) compared to R$ 8.2 billion on June 30, 2022 (2.2x LTM Adjusted EBITDA). The reduction in the net debt in comparison to the position at the end of 2Q22 is mainly due to the conclusion of the sale of Extrafarma in August 2022 (upfront payment and outflows of the respective leases payable) and the release of cash in working capital, resulting from the reductions of fuel prices in 3Q22 and from inventory management. These effects were attenuated by the payment of interest on equity in August 2022. The financial leverage reduction reflects the reduction of the net debt and the growth in EBITDA from continuing operations. It is worth mentioning that there are receivables not yet included in Ultrapar's net debt related to the sales (i) of Oxiteno (US$ 150 million to be received in April 2024), and (ii) of Extrafarma (R$ 365 million, monetarily adjusted by CDI + 0.5% p.a., to be received in two installments, the first in August 2023 and the second in August 2024).
Maturity profile and debt breakdown:
Updates on ESG themes |
In September, Ultrapar participated in Rio Oil & Gas 2022, an event organized by the Brazilian Institute of Oil and Gas (IBP), which brought together the main companies in the sector to discuss several topics, including energy transition and ESG. Ipiranga and Ultracargo were sponsors of the event, and leaders from the Holding, Ipiranga, Ultragaz and Ultracargo participated in discussion panels and parallel events, such as the Arena ESG and Young Summit. In addition, during the quarter, Ultrapar held immersive meetings of its Social Acceleration Program, which had the participation of more than 100 volunteers and supported 13 NGOs in their management challenges, maximizing their social impact. In all, more than 400 solutions were proposed that could positively impact more than 9 thousand people served by the institutions. Ultrapar entered into a partnership, in July, with Amazônia+21 Institute, an organization created by the CNI (National Confederation of Industry), which seeks to promote sustainable and innovative businesses in Amazon, in addition to contributing to the region's sustainable economic development.
In July, Ultragaz donated food baskets, hygiene kits, diapers and water to 1.8 thousand vulnerable families, victims of heavy rains in Jaboatão dos Guararapes (state of Pernambuco). In August, Ultragaz started the Theater in Action project, which will present the play “Missão Natureza” in 15 cities and 11 Brazilian states, promoting children's awareness about the importance of reducing waste generation. In addition, Ultragaz joined the Commitment to the Climate program promoted by the Ekos Institute in partnership with other companies, which aims to encourage the low-carbon economy and facilitate the selection and support of socio-environmental projects to offset GHG emissions.
Ultracargo started, in September, another edition of the Training of Port Operators course, providing 25 positions for residents around the Aratu Terminal (state of Bahia). The program is offered free of charge and seeks to contribute to the professional development of residents and attract talent to operations, fostering diversity. During 3Q22, registrations were opened for the Community in Action Award, promoted by Grupo Tribuna (Santos-SP) sponsored by Ultracargo. The initiative, which is in its 20th edition, values voluntary actions by groups, institutions, or individuals for the benefit of social causes in the region.
In July, Ipiranga launched the 15th edition of the Health on the Road Program, which offers free medical care and services to drivers, truck drivers and communities close to Ipiranga highway service stations, with the expectation of serving 70 cities in 15 states by the end of the year. Furthermore, it launched Programa Construa, an affirmative action for the hiring and development of people with special needs in the commercial area. In September, Ipiranga concluded Projeto Ajudôu, a social project related to the sports incentive law, 100% financed by the company, which promoted the inclusion of 320 children and young people in situations of social vulnerability in Minas Gerais through the practice of judo.
Capital markets |
Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 89 million/day in 3Q22 (-42% YoY). Ultrapar’s shares ended the quarter quoted at R$ 11.73 on B3, a depreciation of 5% in the quarter, while the Ibovespa stock index appreciated 12%. In NYSE, Ultrapar’s shares and Dow Jones stock index depreciated 7% in the quarter. Ultrapar ended 3Q22 with a market cap of R$ 13 billion.
¹ Calculated on the closing share price for the period
² 1 ADR = 1 common share
UGPA3 x Ibovespa performance – 3Q22
(Jun 30, 2022 = 100)
3Q22 Conference call |
Ultrapar will host a conference call for analysts and investors on November 10, 2022, to comment on the Company’s performance in the third quarter of 2022 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.
The conference call will be transmitted via webcast and held in Portuguese with simultaneous translation into English. The access link is available at ri.ultra.com.br. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation to English
Time: 11:00 a.m. (BRT) / 09:00 a.m. (EST)
Participants in Brazil: +55 (11) 3181-8565 or +55 (11) 4090-1621
Code: Ultrapar – in Portuguese
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 3167603#
International participants: +1 (844) 204-8942 or +1 (412) 717-9627
Code: Ultrapar – in English
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 9792937#
ULTRAPAR | ||||||||
CONSOLIDATED BALANCE SHEET | ||||||||
In million of Reais | SEP 22¹ | SEP 21 | JUN 22 | Continuing operations² | Discontinued operations² | |||
ASSETS | ||||||||
Cash and cash equivalents | 4,626.7 | 2,826.3 | 4,745.1 | 4,707.3 | 37.8 | |||
Financial investments and hedge derivative financial instruments | 1,264.0 | 2,914.9 | 1,372.8 | 1,372.8 | (0.0) | |||
Trade receivables and reseller financing | 4,557.2 | 4,624.4 | 4,547.1 | 4,423.9 | 123.2 | |||
Trade receivables - sale of subsidiaries | 186.1 | - | - | - | - | |||
Inventories | 4,333.7 | 5,574.2 | 6,573.3 | 6,010.5 | 562.8 | |||
Recoverable taxes | 1,358.7 | 1,540.7 | 1,488.9 | 1,422.1 | 66.8 | |||
Prepaid expenses | 123.8 | 141.2 | 152.3 | 143.1 | 9.1 | |||
Contractual assets with customers - exclusive rights | 599.6 | 533.7 | 579.4 | 579.4 | - | |||
Other receivables | 88.1 | 106.4 | 119.1 | 101.5 | 17.6 | |||
Total Current Assets | 17,137.8 | 18,261.8 | 19,578.0 | 18,760.6 | 817.3 | |||
Financial investments and hedge derivative financial instruments | 427.6 | 847.3 | 621.3 | 621.3 | - | |||
Trade receivables and reseller financing | 549.3 | 481.4 | 513.9 | 513.9 | - | |||
Trade receivables - sale of subsidiaries | 928.0 | - | 707.6 | 707.6 | - | |||
Deferred income and social contribution taxes | 1,021.4 | 1,245.5 | 1,016.6 | 812.1 | 204.5 | |||
Recoverable taxes | 1,622.6 | 1,815.2 | 1,352.2 | 1,330.6 | 21.7 | |||
Escrow deposits | 880.1 | 868.4 | 875.1 | 871.4 | 3.7 | |||
Prepaid expenses | 79.8 | 84.3 | 64.9 | 64.9 | 0.0 | |||
Contractual assets with customers - exclusive rights | 1,691.6 | 1,385.2 | 1,646.2 | 1,646.2 | - | |||
Other receivables | 155.1 | 175.1 | 154.3 | 154.3 | - | |||
Investments | 119.1 | 172.4 | 117.2 | 117.2 | - | |||
Right of use assets | 1,804.7 | 2,093.0 | 2,049.9 | 1,723.2 | 326.8 | |||
Property, plant and equipment | 5,775.2 | 8,235.0 | 5,768.7 | 5,624.6 | 144.1 | |||
Intangible assets | 1,875.0 | 1,707.7 | 1,828.4 | 1,751.1 | 77.3 | |||
Total Non-Current Assets | 16,929.3 | 19,110.5 | 16,716.2 | 15,938.1 | 778.1 | |||
TOTAL ASSETS | 34,067.2 | 37,372.3 | 36,294.2 | 34,698.8 | 1,595.4 | |||
LIABILITIES | ||||||||
Loans, financing and hedge derivative financial instruments | 889.5 | 945.6 | 324.3 | 324.3 | - | |||
Debentures | 2,573.5 | 1,475.4 | 3,382.8 | 3,382.8 | - | |||
Trade payables | 6,097.8 | 6,364.1 | 6,889.7 | 6,680.8 | 208.9 | |||
Salaries and related charges | 416.2 | 549.0 | 376.3 | 321.4 | 54.8 | |||
Taxes payable | 316.1 | 396.5 | 534.2 | 515.7 | 18.5 | |||
Leases payable | 218.4 | 269.5 | 278.8 | 206.6 | 72.2 | |||
Other payables | 683.7 | 345.1 | 889.2 | 886.4 | 2.8 | |||
Total Current Liabilities | 11,195.2 | 10,345.2 | 12,675.3 | 12,318.1 | 357.3 | |||
Loans, financing and hedge derivative financial instruments | 4,572.6 | 8,458.9 | 5,178.4 | 5,178.4 | 0.0 | |||
Debentures | 4,200.2 | 5,529.2 | 4,221.4 | 4,221.4 | - | |||
Provisions for tax, civil and labor risks | 1,011.5 | 797.2 | 989.7 | 987.7 | 2.0 | |||
Post-employment benefits | 199.8 | 262.8 | 197.3 | 197.0 | 0.3 | |||
Leases payable | 1,310.6 | 1,546.3 | 1,525.1 | 1,215.3 | 309.8 | |||
Other payables | 206.0 | 247.8 | 214.7 | 212.4 | 2.2 | |||
Total Non-Current Liabilities | 11,500.6 | 16,842.1 | 12,326.5 | 12,012.2 | 314.3 | |||
TOTAL LIABILITIES | 22,695.8 | 27,187.4 | 25,001.8 | 24,330.2 | 671.6 | |||
EQUITY | ||||||||
Share capital | 5,171.8 | 5,171.8 | 5,171.8 | 5,171.8 | - | |||
Reserves | 5,467.4 | 5,008.3 | 5,467.6 | 5,467.6 | - | |||
Treasury shares | (489.0) | (489.1) | (488.4) | (488.4) | - | |||
Other | 761.3 | 104.9 | 690.3 | 690.3 | - | |||
Non-controlling interests in subsidiaries | 460.0 | 389.1 | 451.2 | 451.2 | - | |||
Total Equity | 11,371.4 | 10,185.0 | 11,292.4 | 11,292.4 | - | |||
TOTAL LIABILITIES AND EQUITY | 34,067.2 | 37,372.3 | 36,294.2 | 35,622.6 | 671.6 | |||
Cash and financial investments | 6,318.3 | 6,588.4 | 6,739.2 | n/a | n/a | |||
Loans and debentures | (12,235.8) | (16,409.1) | (13,106.8) | n/a | n/a | |||
Leases payable | (1,528.9) | (1,815.8) | (1,803.9) | n/a | n/a | |||
Net cash (debt) | (7,446.4) | (11,636.4) | (8,171.5) | n/a | n/a | |||
Net cash (debt) ex-IFRS 16 | (5,917.5) | (9,820.7) | (6,367.6) | n/a | n/a | |||
¹ Balance sheet of 3Q22 corresponds to continuing operations only
² Since the financial management is unified in the Holding, the individual view of the balance sheet of continuing and discontinued operations does not reflect the reality of the companies (assets and liabilities differ)
ULTRAPAR | ||||||||||||||||
INCOME STATEMENT | ||||||||||||||||
In million of Reais | 3Q22¹ | Continuing operations | Discontinued operations¹ | 3Q21 | Continuing operations | Discontinued operations | 2Q22 | Continuing operations | Discontinued operations | 9M22 | 9M21 | |||||
Net revenues from sales and services | 39,483.8 | 39,294.7 | 189.0 | 31,911.1 | 29,452.5 | 2,458.7 | 37,425.1 | 36,879.4 | 545.8 | 110,944.9 | 84,387.5 | |||||
Cost of products and services sold | (37,900.5) | (37,708.7) | (191.8) | (30,112.2) | (28,270.2) | (1,842.0) | (35,401.7) | (35,027.5) | (374.1) | (105,254.8) | (79,376.8) | |||||
Gross profit | 1,583.3 | 1,586.1 | (2.8) | 1,798.9 | 1,182.3 | 616.7 | 2,023.5 | 1,851.9 | 171.6 | 5,690.1 | 5,010.6 | |||||
Operating expenses | ||||||||||||||||
Selling and marketing | (563.0) | (508.8) | (54.2) | (781.5) | (504.8) | (276.7) | (699.0) | (546.6) | (152.4) | (2,017.3) | (2,140.2) | |||||
General and administrative | (409.7) | (388.6) | (21.1) | (497.7) | (344.0) | (153.8) | (448.8) | (408.2) | (40.6) | (1,315.9) | (1,439.6) | |||||
Other operating income, net | (174.9) | (174.9) | (0.0) | 35.6 | 10.9 | 24.7 | (137.7) | (136.9) | (0.8) | (405.9) | 101.5 | |||||
Results from disposal of assets | 13.3 | 49.2 | (35.9) | 18.0 | 17.5 | 0.6 | 343.5 | 55.6 | 287.9 | 379.4 | 58.2 | |||||
Impairment | - | - | - | - | - | - | - | - | - | - | (394.7) | |||||
Operating income (loss) | 449.0 | 562.9 | (114.0) | 573.4 | 361.9 | 211.5 | 1,081.5 | 815.8 | 265.8 | 2,330.3 | 1,195.8 | |||||
Financial result | ||||||||||||||||
Financial income | 176.6 | 176.4 | 0.2 | 127.0 | 114.7 | 12.3 | 210.2 | 209.7 | 0.5 | 498.5 | 339.1 | |||||
Financial expenses | (504.8) | (501.1) | (3.6) | (423.0) | (368.4) | (54.5) | (719.7) | (708.3) | (11.4) | (1,694.2) | (971.6) | |||||
Share of profit (loss) of subsidiaries, joint ventures and associates |
(11.1) | (11.1) | - | (11.1) | (11.3) | 0.2 | 7.7 | 7.7 | - | 9.9 | (22.0) | |||||
Income before income and social contribution taxes |
109.7 | 227.0 | (117.4) | 266.3 | 96.8 | 169.5 | 579.7 | 324.8 | 254.8 | 1,144.5 | 541.3 | |||||
Income and social contribution taxes | ||||||||||||||||
Current | (126.3) | (271.0) | 144.7 | (20.2) | (44.8) | 24.6 | (357.1) | (100.9) | (256.2) | (773.6) | (383.9) | |||||
Deferred | 78.7 | 203.8 | (125.1) | 95.9 | 91.6 | 4.3 | 208.2 | 157.4 | 50.8 | 474.6 | 269.8 | |||||
Tax incentives | 20.4 | 20.4 | - | 32.3 | 17.9 | 14.4 | 15.7 | 15.7 | - | 79.7 | 66.3 | |||||
Net effect of the cessation of depreciation² | - | - | - | - | - | - | 13.5 | - | 13.5 | 78.5 | - | |||||
Net income (loss) | 82.6 | 180.3 | (97.7) | 374.3 | 161.5 | 212.8 | 459.9 | 397.0 | 62.9 | 1,003.7 | 493.4 | |||||
Net income attributable to: | ||||||||||||||||
Shareholders of the Company | 73.1 | 170.8 | (97.7) | 369.2 | 156.4 | 212.8 | 452.9 | 390.0 | 62.9 | 978.2 | 470.3 | |||||
Non-controlling interests in subsidiaries | 9.5 | 9.5 | - | 5.1 | 5.1 | - | 7.1 | 7.1 | - | 25.5 | 23.2 | |||||
Adjusted EBITDA | 838.4 | 939.3 | (100.9) | 1,017.3 | 651.0 | 366.3 | 1,494.4 | 1,189.0 | 305.4 | 3,645.8 | 2,517.1 | |||||
Non-recurring items | ||||||||||||||||
Results from disposal of assets (Ipiranga) | (49.3) | (49.3) | - | (17.9) | (17.9) | - | (53.0) | (53.0) | - | (128.2) | (55.4) | |||||
Extemporaneous tax credits (Ipiranga) | - | - | - | (37.9) | (37.9) | - | (32.7) | (32.7) | - | (32.7) | (134.8) | |||||
Extemporaneous tax credits (Oxiteno) | - | - | - | - | - | - | - | - | - | (62.4) | - | |||||
Capital gain from the sale of Oxiteno | - | - | - | - | - | - | (289.2) | - | (289.2) | (289.2) | - | |||||
Adjustments from the sale of Oxiteno | 31.6 | - | 31.6 | - | - | - | - | - | - | 31.6 | - | |||||
Impairment (Extrafarma) | - | - | - | - | - | - | - | - | - | - | 394.7 | |||||
Pre-closing expenses provisions (Extrafarma) | 67.4 | - | 67.4 | - | - | - | - | - | - | 67.4 | - | |||||
Adjustments from the sale of Extrafarma | 4.7 | - | 4.7 | - | - | - | - | - | - | 4.7 | - | |||||
Recurring Adjusted EBITDA | 892.8 | 890.0 | 2.8 | 961.5 | 595.2 | 366.3 | 1,119.5 | 1,103.3 | 16.1 | 3,236.9 | 2,721.5 | |||||
Depreciation and amortization³ | 400.6 | 387.5 | 13.1 | 417.0 | 300.4 | 116.6 | 405.2 | 365.6 | 39.6 | 1,257.6 | 1,214.3 | |||||
Cash flow hedge from bonds | - | - | - | 38.0 | - | 38.0 | - | - | - | 48.1 | 129.0 | |||||
Total investments4 | 525.2 | 523.6 | 1.7 | 491.4 | 427.1 | 64.3 | 411.6 | 406.8 | 4.7 | 1,319.3 | 1,182.8 | |||||
Ratios | ||||||||||||||||
Earnings per share (R$) | 0.07 | 0.16 | (0.09) | 0.34 | 0.14 | 0.20 | 0.42 | 0.36 | 0.06 | 0.90 | 0.43 | |||||
Net debt / LTM Adjusted EBITDA5 | 1.9x | n/a | n/a | 3.0x | n/a | n/a | 2.2x | n/a | n/a | 1.9x | 3.0x | |||||
Gross margin (%) | 4.0% | 4.0% | (1.5%) | 5.6% | 4.0% | 25.1% | 5.4% | 5.0% | 31.4% | 5.1% | 5.9% | |||||
Operating margin (%) | 1.1% | 1.4% | (60.3%) | 1.8% | 1.2% | 8.6% | 2.9% | 2.2% | 48.7% | 2.1% | 1.4% | |||||
Adjusted EBITDA margin (%) | 2.1% | 2.4% | (53.4%) | 3.2% | 2.2% | 14.9% | 4.0% | 3.2% | 56.0% | 3.3% | 3.0% | |||||
Recurring Adjusted EBITDA margin (%) | 2.3% | 2.3% | 1.5% | 3.0% | 2.0% | 14.9% | 3.0% | 3.0% | 3.0% | 2.9% | 3.2% | |||||
- | - | - | ||||||||||||||
Number of employees | 9,644 | 9,644 | - | 16,218 | 8,507 | 7,711 | 14,958 | 9,350 | 5,608 | 9,644 | 16,218 | |||||
¹ Considers Extrafarma's result for July only, due to the conclusion of its sale on August 1st, 2022 |
² As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5 |
³ Includes amortization with contractual assets with customers – exclusive rights |
4 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of repayments) and acquisition of shareholdings |
5 LTM Adjusted EBITDA does not include Extrafarma’s impairments, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma; furthermore, for 2Q22 does not include LTM result from Oxiteno and, for 3Q22, does not include LTM result from Oxiteno and Extrafarma |
ULTRAPAR |
||||
CASH FLOWS |
||||
In million of Reais | JAN -SEP 2022 |
JAN - SEP 2021 Re-presented |
||
Cash flows from operating continuing activities | ||||
Net income - continuing operations | 694.2 | 476.9 | ||
Adjustments to reconcile net income to cash provided by operating activities |
||||
Share of loss (profit) of subsidiaries, joint ventures and associates |
(10.1) | 22.2 | ||
Amortization of contractual assets with customers - exclusive rights and right-of-use assets |
543.8 | 392.5 | ||
Depreciation and amortization |
550.4 | 488.8 | ||
Interest and foreign exchange rate variations |
1,208.4 | 861.8 | ||
Current and deferred income and social contribution taxes |
(2.2) | 117.2 | ||
Results from disposal of assets |
(129.8) | (57.9) | ||
Equity instrument granted |
16.8 | 6.9 | ||
Provision for decarbonization - CBios |
497.1 | 111.2 | ||
Other provisions and adjustments |
12.2 | (79.5) | ||
3,380.7 | 2,340.1 | |||
(Increase) decrease in assets | ||||
Trade receivables and reseller financing |
(637.7) | (621.6) | ||
Inventories |
(420.3) | (1,329.1) | ||
Recoverable taxes |
(736.2) | (571.9) | ||
Dividends received from subsidiaries, joint ventures and associates |
0.1 | 0.1 | ||
Other assets |
(176.1) | (11.3) | ||
Increase (decrease) in liabilities | ||||
Trade payables and trade payables - reverse factoring |
270.8 | 1,680.1 | ||
Salaries and related charges |
86.1 | 59.6 | ||
Tax obligations |
(41.7) | (12.2) | ||
Other liabilities |
67.9 | (79.9) | ||
CBios acquisition | (542.5) | (121.9) | ||
Payments of contractual assets with customers - exclusive rights |
(512.3) | (222.6) | ||
Income and social contribution taxes paid | (283.3) | (164.8) | ||
Net cash provided by (used in) operating activities - continuing operations |
455.6 | 944.5 | ||
Net cash provided by (used in) operating activities - discontinued operations |
30.6 | 937.9 | ||
Net cash provided by (used in) operating activities | 486.1 | 1,882.4 | ||
Cash flows from investing activities |
||||
Financial investments, net of redemptions |
902.1 | 2,151.6 | ||
Acquisition of property, plant and equipment and intangible assets |
(851.0) | (844.6) | ||
Receipt of the intercompany loan due by Oxiteno S.A to Ultrapar International |
3,980.7 | - | ||
Proceeds from disposal of investments and assets |
2,734.4 | 97.1 | ||
Capital increase in subsidiary and joint ventures |
(28.0) | (25.7) | ||
Transactions with discontinued operations |
987.9 | - | ||
Capital decrease in associates |
- | 1.5 | ||
Initial upfront costs of entitlement assets |
- | (14.9) | ||
Related parties |
- | (21.6) | ||
Net cash provided by (used in) investing activities - continuing operations |
7,726.2 | 1,343.3 | ||
Net cash provided by (used in) investing activities - discontinued operations |
(220.2) | (129.2) | ||
Net cash provided by (used in) investing activities |
7,506.0 | 1,214.0 | ||
Cash flows from financing activities | ||||
Loans and debentures |
||||
Proceeds |
1,019.6 | 1,379.0 | ||
Amortization |
(4,966.7) | (2,426.1) | ||
Interest paid |
(961.9) | (451.1) | ||
Payments of leases¹ |
(272.9) | (251.1) | ||
Dividends paid |
(634.7) | (705.6) | ||
Capital increase made by non-controlling interests and redemption of shares |
21.7 | - | ||
Related parties |
(18.9) | (0.2) | ||
Net cash provided by (used in) financing activities - continuing operations | (5,813.8) | (2,455.1) | ||
Net cash provided by (used in) financing activities - discontinued operations | (179.0) | (514.8) | ||
Net cash provided by (used in) financing activities | (5,992.8) | (2,969.9) | ||
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations | (21.3) | (10.7) | ||
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations | (19.3) | 48.9 | ||
Effect of exchange rate changes on cash and cash equivalents in foreign currency | (40.7) | 38.2 | ||
Increase (decrease) in cash and cash equivalents - continuing operations | 2,346.6 | 164.8 | ||
Increase (decrease) in cash and cash equivalents - descontinued operations | (388.0) | - | ||
Increase (decrease) in cash and cash equivalents | 1,958.6 | 164.8 | ||
Cash and cash equivalents at the beginning of the period - continuing operations | 2,280.1 | 2,661.5 | ||
Cash and cash equivalents at the beginning of the period - descontinued operations | 388.0 | - | ||
Cash and cash equivalents at the beginning of the period | 2,668.1 | 2,661.5 | ||
Cash and cash equivalents at the end of the period - continuing operations |
4,626.6 | 2,826.3 | ||
Cash and cash equivalents at the end of the period - descontinued operations |
- | - | ||
Cash and cash equivalents at the end of the period |
4,626.6 | 2,826.3 | ||
Transactions without cash effect: | ||||
Addition on right to use assets and leases payable | 420.8 | 204.5 | ||
Addition on contractual assets with customers - exclusive rights | 38.8 | 197.9 | ||
Reversal fund - private pension | 3.1 | 3.7 | ||
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 0.9 | 1.8 |
¹ Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively, R$ 16 million related to the grant of Ipiranga's terminal in Belém in 2Q22 and R$ 12 million related to the grant of Ipiranga's terminal in Vitória in 3Q22
ULTRAGAZ | ||||||||||
CONSOLIDATED BALANCE SHEET | ||||||||||
In million of Reais | SEP 22 | SEP 21 | JUN 22 | |||||||
OPERATING ASSETS | ||||||||||
Trade receivables | 591.8 | 472.4 | 569.6 | |||||||
Non-current trade receivables | 17.1 | 29.9 | 18.8 | |||||||
Inventories | 196.9 | 177.3 | 199.2 | |||||||
Taxes | 103.8 | 86.0 | 100.8 | |||||||
Escrow deposits | 200.6 | 220.0 | 207.6 | |||||||
Other | 89.6 | 79.1 | 84.5 | |||||||
Right of use assets | 151.8 | 89.4 | 124.6 | |||||||
Property, plant and equipment / Intangibles | 1,274.8 | 1,181.2 | 1,245.4 | |||||||
TOTAL OPERATING ASSETS | 2,626.3 | 2,335.2 | 2,550.4 | |||||||
OPERATING LIABILITIES | ||||||||||
Trade payables | 193.4 | 119.5 | 166.0 | |||||||
Salaries and related charges | 120.8 | 99.0 | 89.9 | |||||||
Taxes | 13.9 | 15.8 | 16.5 | |||||||
Judicial provisions | 126.2 | 124.2 | 125.2 | |||||||
Leases payable | 189.5 | 141.4 | 162.3 | |||||||
Other | 71.4 | 53.9 | 83.7 | |||||||
TOTAL OPERATING LIABILITIES | 715.1 | 553.8 | 643.6 | |||||||
CONSOLIDATED INCOME STATEMENT | ||||||||||
In million of Reais | 3Q22 | 3Q21 | 2Q22 | 9M22 | 9M21 | |||||
Net revenues | 3,067.5 | 2,679.5 | 2,944.2 | 8,651.0 | 7,063.0 | |||||
Cost of products sold | (2,605.2) | (2,352.7) | (2,550.8) | (7,479.0) | (6,280.0) | |||||
Gross profit | 462.3 | 326.8 | 393.4 | 1,171.9 | 783.0 | |||||
Operating expenses | ||||||||||
Selling and marketing | (146.3) | (120.8) | (144.8) | (414.2) | (329.2) | |||||
General and administrative | (62.4) | (53.1) | (61.1) | (178.2) | (150.7) | |||||
Other operating income | 3.6 | 2.9 | 0.3 | 8.2 | 10.3 | |||||
Results from disposal of assets | (0.1) | (0.4) | (0.1) | (0.9) | 2.5 | |||||
Operating income (loss) | 257.2 | 155.3 | 187.6 | 586.8 | 315.8 | |||||
Share of profit (loss) of subsidiaries, joint ventures and associates | (0.0) | (0.0) | 0.0 | 0.0 | 0.0 | |||||
Adjusted EBITDA | 332.4 | 220.5 | 261.0 | 806.6 | 507.2 | |||||
Depreciation and amortization¹ | 75.2 | 65.1 | 73.4 | 219.8 | 191.4 | |||||
Ratios | ||||||||||
Gross margin (R$/ton) | 1,026 | 721 | 925 | 919 | 603 | |||||
Operating margin (R$/ton) | 571 | 343 | 441 | 460 | 243 | |||||
Adjusted EBITDA margin (R$/ton) | 738 | 486 | 614 | 633 | 391 | |||||
Number of employees | 3,496 | 3,409 | 3,420 | 3,496 | 3,409 |
1 Includes amortization with contractual assets with customers - exclusive rights
ULTRACARGO | ||||||||||
CONSOLIDATED BALANCE SHEET | ||||||||||
In million of Reais | SEP 22 | SEP 21 | JUN 22 | |||||||
OPERATING ASSETS | ||||||||||
Trade receivables | 17.2 | 25.3 | 19.5 | |||||||
Inventories | 10.4 | 8.7 | 9.7 | |||||||
Taxes | 7.7 | 24.1 | 13.6 | |||||||
Other | 37.8 | 23.8 | 39.2 | |||||||
Right of use assets | 655.6 | 536.8 | 580.1 | |||||||
Property, plant and equipment / Intangibles / Investments | 1,759.5 | 1,659.9 | 1,710.5 | |||||||
TOTAL OPERATING ASSETS | 2,488.3 | 2,278.7 | 2,372.7 | |||||||
OPERATING LIABILITIES | ||||||||||
Trade payables | 61.8 | 44.9 | 48.2 | |||||||
Salaries and related charges | 46.9 | 44.6 | 37.6 | |||||||
Taxes | 4.8 | 5.2 | 8.8 | |||||||
Judicial provisions | 9.7 | 10.1 | 9.5 | |||||||
Leases payable | 598.4 | 481.4 | 514.4 | |||||||
Other¹ | 63.2 | 61.0 | 72.1 | |||||||
TOTAL OPERATING LIABILITIES | 784.8 | 647.3 | 690.5 | |||||||
¹ Includes the long term obligations with clients account | ||||||||||
CONSOLIDATED INCOME STATEMENT | ||||||||||
In million of Reais | 3Q22 | 3Q21 | 2Q22 | 9M22 | 9M21 | |||||
Net revenues | 224.5 | 177.8 | 216.8 | 638.8 | 525.7 | |||||
Cost of services provided | (80.9) | (69.2) | (87.7) | (252.3) | (207.8) | |||||
Gross profit | 143.6 | 108.7 | 129.1 | 386.4 | 317.9 | |||||
Operating expenses | ||||||||||
Selling and marketing | (2.4) | (2.2) | (2.8) | (9.1) | (6.2) | |||||
General and administrative | (36.8) | (30.5) | (31.8) | (95.2) | (93.9) | |||||
Other operating income | (0.4) | 0.8 | (0.1) | (1.7) | 4.0 | |||||
Results from disposal of assets | 0.0 | (0.0) | (0.1) | (0.2) | 0.0 | |||||
Operating income (loss) | 104.1 | 76.7 | 94.3 | 280.3 | 221.8 | |||||
Share of profit (loss) of subsidiaries, joint ventures and associates | (0.5) | 0.1 | (0.3) | (1.4) | 0.7 | |||||
Adjusted EBITDA | 136.3 | 102.1 | 129.6 | 379.8 | 294.8 | |||||
Depreciation and amortization | 32.8 | 25.2 | 35.6 | 100.9 | 72.3 | |||||
Ratios | ||||||||||
Gross margin (%) | 64.0% | 61.1% | 59.6% | 60.5% | 60.5% | |||||
Operating margin (%) | 46.4% | 43.2% | 43.5% | 43.9% | 42.2% | |||||
Adjusted EBITDA margin (%) | 60.7% | 57.4% | 59.8% | 59.5% | 56.1% | |||||
Number of employees | 869 | 736 | 864 | 869 | 736 |
IPIRANGA CONSOLIDATED BALANCE SHEET |
||||||||||
In million of Reais | SEP 22 | SEP 21 | JUN 22 | |||||||
OPERATING ASSETS | ||||||||||
Trade receivables | 3,940.6 | 3,119.6 | 3,855.9 | |||||||
Non-current trade receivables | 532.2 | 451.4 | 495.1 | |||||||
Inventories | 4,125.4 | 3,436.6 | 5,800.0 | |||||||
Taxes | 2,485.7 | 1,820.3 | 2,214.2 | |||||||
Contractual assets with customers - exclusive rights | 2,288.1 | 1,914.4 | 2,222.1 | |||||||
Other | 501.8 | 481.2 | 491.6 | |||||||
Right of use assets | 990.3 | 1,043.8 | 1,011.6 | |||||||
Property, plant and equipment / Intangibles / Investments | 4,310.4 | 3,669.5 | 4,114.7 | |||||||
TOTAL OPERATING ASSETS | 19,174.5 | 15,936.6 | 20,205.2 | |||||||
OPERATING LIABILITIES | ||||||||||
Trade payables | 5,768.5 | 4,773.3 | 6,401.7 | |||||||
Salaries and related charges | 177.3 | 130.9 | 138.2 | |||||||
Post-employment benefits | 213.0 | 269.0 | 210.5 | |||||||
Taxes | 164.6 | 178.2 | 176.2 | |||||||
Judicial provisions | 287.0 | 212.9 | 305.0 | |||||||
Leases payable | 733.1 | 730.4 | 737.5 | |||||||
Other | 654.2 | 370.3 | 483.3 | |||||||
TOTAL OPERATING LIABILITIES | 7,997.8 | 6,665.0 | 8,452.4 | |||||||
CONSOLIDATED INCOME STATEMENT | ||||||||||
In million of Reais | 3Q22 | 3Q21 | 2Q22 | 9M22 | 9M21 | |||||
Net revenues | 35,999.1 | 26,613.8 | 33,706.0 | 98,375.1 | 70,322.6 | |||||
Cost of products and services sold | (35,004.4) | (25,891.8) | (32,391.5) | (95,025.8) | (68,106.8) | |||||
Gross profit | 994.7 | 722.0 | 1,314.5 | 3,349.4 | 2,215.7 | |||||
Operating expenses | ||||||||||
Selling and marketing | (359.5) | (361.2) | (398.2) | (1,131.7) | (981.5) | |||||
General and administrative | (230.5) | (184.9) | (247.7) | (657.1) | (544.7) | |||||
Other operating income | (176.1) | 5.2 | (129.9) | (416.3) | 59.1 | |||||
Results from disposal of assets | 49.3 | 17.9 | 53.0 | 128.2 | 55.4 | |||||
Operating income (loss) | 277.9 | 199.0 | 591.7 | 1,272.4 | 804.1 | |||||
Share of profit (loss) of subsidiaries, joint ventures and associates | (12.4) | 0.6 | 0.8 | (10.4) | (1.3) | |||||
Adjusted EBITDA | 532.7 | 398.1 | 840.0 | 1,992.2 | 1,382.9 | |||||
Non-recurring items | ||||||||||
Results from disposal of assets | (49.3) | (17.9) | (53.0) | (128.2) | (55.4) | |||||
Extemporaneous tax credits | - | (37.9) | (32.7) | (32.7) | (134.8) | |||||
Recurring Adjusted EBITDA | 483.4 | 342.3 | 754.3 | 1,831.3 | 1,192.6 | |||||
Depreciation and amortization¹ | 267.2 | 198.5 | 247.5 | 730.3 | 580.1 | |||||
Ratios | ||||||||||
Gross margin (R$/m³) | 165 | 123 | 234 | 197 | 132 | |||||
Operating margin (R$/m³) | 46 | 34 | 105 | 75 | 48 | |||||
Adjusted EBITDA margin (R$/m³) | 88 | 68 | 149 | 117 | 82 | |||||
Recurring Adjusted EBITDA margin (R$/m³) | 80 | 58 | 134 | 108 | 71 | |||||
Number of service stations | 6,940 | 7,088 | 7,010 | 6,940 | 7,088 | |||||
Number of employees | 4,587 | 3,778 | 4,363 | 4,587 | 3,778 | |||||
¹ Includes amortization with contractual assets with customers - exclusive rights
21
¹ Considers Extrafarma's result for July only, due to the conclusion of its sale on August 1st, 2022
² Calculated based on gross revenues
106 |
(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A.,
held on November 9, 2022)
ULTRAPAR PARTICIPAÇÕES S.A.
CNPJ Nr. 33.256.439/0001-39 |
NIRE 35.300.109.724 |
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place:
November 9, 2022, at 2:30 p.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in attendance:
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Marcelo Pereira Malta de Araújo, Leonardo Remião Linden, Décio de Sampaio Amaral and Tabajara Bertelli Costa; and the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz.
Matters discussed and resolutions:
1.After having analyzed and discussed, the members of the Board of Directors approved the Company's financial statements for the 3rd quarter of 2022.
2.The Board of Directors approved the amendments to the Corporate nomination policy for members of the Board of Directors, Advisory Committees and Executive Board, as proposed by the Executive Board endorsed by the People Committee.
Notes: The resolutions were approved, with no amendments or qualifications, by all Board Members.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present.
Pedro Wongtschowski – Chairman
Frederico Pinheiro Fleury Curado – Vice-Chairman
Ana Paula Vitali Janes Vescovi
Alexandre Teixeira de Assumpção Saigh
Flávia Buarque de Almeida
Jorge Marques de Toledo Camargo
José Galló
José Luiz Alquéres
José Mauricio Pereira Coelho
Otávio Lopes Castello Branco Neto
André Brickmann Areno – Secretary
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PURPOSE | 111 |
PRINCIIPLES AND GROUNDS | 111 |
PEOPLE COMMITTEE | 111 |
BOARD OF DIRECTORS | 111 |
EXECUTIVE OFFICERS BOARD | 114 |
ADVISORY COMMITTEES | 115 |
ASSESSMENT PROCESS | 116 |
GENERAL PROVISIONS | 117 |
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Establish the criteria for composition of the Board of Directors (“Board”), its Advisory Committees (“Committees”) and Executive Officers Board of Ultrapar, as well as procedures for appointment and assessment of the respective members.
2.1The Policy is based on the guidelines and provisions set forth in: (i) the Bylaws; (ii) Law 6,404/76; (iii) the Brazilian Corporate Governance Code; (iv) the B3’s Novo Mercado Listing Regulation; and (v) the legislation and regulation in force applicable to the Company.
2.2The Board of Directors and its Committees and Executive Officers Board thereof shall be composed of highly qualified professionals, with proved professional or academic experience, in conformity with the Company’s values and Code of Ethics.
2.3The appointment shall consider complementarity and the time of experience, academic background, available time to perform the duties and diversity. Such criteria shall ensure a wide range of visions, experiences and arguments, in order to undertake the decisions with greater quality and security.
Under the Bylaws, the People Committee shall support the Board of Directors in the nomination process, so that the Company is able to be properly prepared in advance for the succession of these positions and monitor the actions that ensure the adoption of a model for attraction, retention and motivation of the management members with the required qualifications, aligned with the Company’s strategic plans.
A. Composition Criteria
4.1The Board of Directors shall be composed of, at least, five (5) and, at most, eleven (11) members, elected and subject to removal by the Shareholders’ Meeting, for unified term of office of two (2) years, reelection permitted, under the terms of the Company’s Bylaws.1
1 Pursuant to article 17 of the Bylaws. |
4.2The Board of Directors shall be mandatorily composed of, at least, one third (1/3) or two (2) independent members, whichever is higher, under the terms of the Company’s Bylaws.2
4.2.1When, as a result of compliance with the terms referred to in the caput hereof, the number of directors results in a fraction, such number will be rounded to the immediately higher whole number, as established in the Company’s Bylaws.3
4.2.2The appointment of the independent directors shall comply with the rules and procedures set forth in the Novo Mercado Listing Regulation and the Bylaws, subject to approval at the Shareholders’ Meeting held to elect such independent directors.
4.3The appointment of the Board of Directors’ members shall comply with the following criteria, without prejudice to the legal and regulatory requirements, as well as those set forth in the Bylaws:
(i)comply with the values and culture of the Company and the Company’s Code of Ethics;
(ii)have well-regarded reputation, as set forth in article 147, of Law 6,404/76;
(iii)have educational qualification compatible with the Board of Directors’ duties;
(iv)have professional experience in areas or subjects of interest of the Company;
(v)do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, of Law 6,404/76;
(vi)do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, of Law 6,404/76;
(vii)do not have conflict of interests with the Company and its subsidiaries and associated companies (the conflict of interest with the Company is characterized by the person who, on a cumulative basis: (a) has been elected by any shareholder who has also been elected as a management member of a competitor; and (b) has any subordination relationship with the shareholder who have elected such person), as set forth in article 147, of Law 6,404/76; and
(viii)have available time to properly exercise the position and comply with the assumed responsibility.
2 Pursuant to article 18 of the Bylaws. |
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3 Pursuant to article 18, paragraph 1, of the Bylaws. |
4.4The proposed reelection of the Board of Directors’ members shall take into account the results from the assessments conducted during the previous terms of office of such members.
B. Appointment Procedures
4.5The appointment of the Board of Directors’ slate members to be elected at the Shareholders’ Meeting may be performed by the Board of Directors itself or any other shareholder or group of shareholders, as set forth in Law 6,404/76 and the Bylaws.4
4.6At the date the Shareholders’ Meeting for electing the members of the Board of Directors is called, the Board shall make available at the Company’s headquarters a statement signed by each of the members of the slate of candidates nominated by it, containing: (a) their full identification; (b) a complete description of their professional experience, describing the professional activities previously performed, as well as their professional and academic qualifications; and (c) information about disciplinary and judicial proceedings for which a final judgment was rendered and in which any such members have been convicted, as well as inform, if the case may be, the existence of events of limitations or conflict of interest provided for in Article 147, of Law 6,404/76.5
4.7.Whenever there is a Shareholders’ Meeting for election of directors, the Board shall include, in the respective Management’s proposal, its expression including: (i) confirmation of the adhesion of each candidate to the position of member of the Board to this Policy; and (ii) the reasons, in accordance with the provisions of the Novo Mercado Listing Regulation and the declaration of independence submitted by the candidate, by which the qualification of each applicant as independent director is verified.6
4.8.Pursuant to the Bylaws, the shareholders or group of shareholders desiring to propose another slate of candidates to be elected to the Board of Directors shall, at least five (5) days prior the date of the Shareholders’ Meeting, send to the Board statements individually signed by the candidates nominated by them, containing the information mentioned in item 4.7 above; the Board of Directors shall immediately disclose such information, by notice posted on the Company’s internet website and sent by electronic means to the CVM and the B3 notifying them that the documents with respect to the other slate of candidates are available to the shareholders at the Company’s headquarters.7
4 Pursuant to article 20, paragraph 1, of the Bylaws. |
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5 Pursuant to article 20, paragraph 2, of the Bylaws. |
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6 Pursuant to article 15 of the Board of Directors’ Internal Bylaws. | |
7 As established by article 20, paragraph 3, of the Bylaws. |
4.8.1The Board of Directors shall confirm whether the requirements set forth in items 4.2, 4.3 and 4.8 of this Policy have been complied and, in the case, the names of the candidates shall be voted at the Shareholders’ Meeting.
4.9The other rules on the appointment, election, vacancy and replacements shall comply with the provisions set forth in the Bylaws, Board of Directors’ Internal Bylaws and applicable legislation in force.
A. Composition Criteria
5.1Under the terms of the Company’s Bylaws, the Executive Officers Board shall be composed of up to eight Officers, shareholders or not, resident in Brazil, elected by the Board of Directors, without specific designation, except for the Chief Executive Officer and the Investor Relations Officer, whose duties are described in the Bylaws.8
5.2. The Officers’ term of office shall be 2 (two) years, with reelection permitted, and shall continue until each successor is elected.9
5.3The Board of Directors shall appoint for executive positions professionals who are able to combine the interests of the Company, shareholders, managers and employees, in addition to the Company’s social and environmental responsibility, based on the principles of lawfulness and ethics.
5.4The Executive Officers Board’s members shall be appointed in conformity with the following criteria, without prejudice to the legal and regulatory requirements and the provisions set forth in the Bylaws:
(i)comply with the values and culture of the Company and the Company’s Code of Ethics;
(ii)have well-regarded reputation, as set forth in article 147, of Law 6,404/76;
(iii)have educational qualification compatible with the Officer’s duties;
8 Pursuant to article 31 of the Bylaws. |
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9 Pursuant to article 31, sole paragraph, of the Bylaws. |
(iv)have professional experience compatible with the Officer’s duties;
(v)do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, of Law 6,404/76;
(vi)do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, of Law 6,404/76; and
(vii)do not have any conflict of interest with the Company and its subsidiaries or associated companies, as set forth in article 147, of Law 6,404/76.
5.5The proposed reelection of the Executive Officers Board’s members shall take into account the results from the assessment(s) conducted during the exercise of their activities.
5.6 The positions of Chairman of the Board of Directors and Chief Executive Officer or principal executive of the Company may not be held by the same individual, as provided for on article 138 of Law 6,404/76.
B. Nomination Procedure
5.7The appointment of the Executive Board’s members shall be approved by the Board of Directors, supported by the People Committee.
5.8The fulfillment of the requirements set forth in items 5.4 and 5.5 of this Policy shall be verified by the People Committee and, if complied indeed, the name of the candidate shall be voted at the Board of Directors’ meeting and the election shall be conducted as set forth in the applicable legislation in force.
5.9 The contracting of the Company’s and its subsidiaries’ non-statutory Officers shall also comply with the criteria set forth in items 2.3 and 5.4 of this Policy.
A. Composition Criteria
6.1The Board of Directors shall have mandatorily the following advisory committees:
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a) Audit and Risk Committee;
b) People Committee; and
c) Strategy Committee.
6.1.1. The Board of Directors may establish additional advisory committees10, in conformity with the appointment criteria established in this Policy, including the definition of the guidelines and duties upon installation and indication of the respective members thereof.
6.2The composition of the Committees shall comply with the provisions set forth in the Bylaws, applicable legislation in force and respective Internal Bylaws, in addition to the principles and criteria provided for in items 2.2 and 2.3 of this Policy.
6.3The proposed reelection of the Committees’ members shall consider the results from the assessments conducted during the previous terms of office of such members.
B. Nomination Procedure
6.4The members of the Committees and advisory bodies under Ultrapar’s Board of Directors shall be appointed by any director within up to seven days in advance from the meeting held to indicate the composition of the new Committee, when applicable.
6.5The fulfillment of the requirements set forth in items 6.2 and 6.3 of this Policy shall be verified by the Board of Directors and the appointed candidate’s nomination shall be approved by the Board of Directors.
A. Board of Directors
7.1In order to ensure the effective dynamics and operation of the Board of Directors and related Committees and advisory bodies thereof, the Company shall conduct a periodical assessment at least once per term of office.
7.2The assessment shall be approved by the Board of Directors and be composed of the assessment of the Board of Directors itself and the related Committees, as well as the individual members, conducted internally or by a specialized company.
10 Pursuant to article 38, paragraph 2, of the Bylaws. |
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7.3The purpose of the assessment is to measure the dimensions related to the composition, operation, qualification, dedication and effectiveness, therefore being an essential element in the appointment process set forth in this Policy.
B. Executive Officers Board
7.4 The Company’s Chief Executive Officer shall be annually evaluated by the Chairman of the Board of Directors, inclusive with respect to the compliance with the individual and economic goals. The other members of the Statutory Executive Officers Board shall be similarly evaluated by the Chief Executive Officer, which results shall be reported and approved by the People Committee.
7.5The results from the assessments referred to above shall be reported to the Board of Directors.
8.1This Policy shall become effective on the date of approval by the Board of Directors and shall solely be modified in conformity with the provisions set forth in the Company’s Bylaws.
8.2This Policy is available for consultation in the Company’s Investor Relations website.
EXHIBIT I – DEFINITIONS
For the purposes of this Regulation, the terms below shall have the following meanings:
“B3”: B3 S.A. - Brasil, Bolsa, Balcão
“Company” or “Ultrapar”: Ultrapar Participações S.A.
“CVM”: Brazilian Securities and Exchange Commission
“Executive Officers Board”: Ultrapar’s Statutory Executive Officers Board
“Bylaws”: Ultrapar’s Bylaws
“Novo Mercado Listing Regulation”: is the B3’s Novo Mercado Listing Rules
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 9, 2022
ULTRAPAR HOLDING INC. | |
By: /s/ Rodrigo de Almeida Pizzinatto |
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Name: Rodrigo de Almeida Pizzinatto |
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Title: Chief Financial and Investor Relations Officer |
(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2022 and Report on Review of Interim Financial Information, 3Q22 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 9, 2022 and Corporate Nomination Policy for Members of the Board of Directors, Advisory Committees and Executive Officers Board)