6-K 1 MainDocument.htm 6-K

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 August, 2023

 

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 Participações S.A. and Subsidiaries Graphics


Table of Contents

Statements of financial position 6
Statements of income 8
Statements of comprehensive income 9
Statements of changes in equity 10
Statements of cash flows - indirect method 12
Statements of value added 14
1 Operations 15
2 Basis of preparation and presentation of individual and consolidated interim financial information 18
3 New accounting policies and changes in accounting policies adopted 19
4 Cash and cash equivalents, financial investments and derivative financial instruments 20
5 Trade receivables, reseller financing and other receivables (Consolidated) 21
6 Inventories (Consolidated) 24
7 Recoverable taxes (Consolidated) 24
8 Related parties 26
9 Income and social contribution taxes 32
10 Prepaid expenses (Consolidated) 35
11 Contractual assets with customers - exclusivity rights (Consolidated) 35
12 Investments in subsidiaries, joint ventures and associates 36
13 Right-of-use assets and leases payable (Consolidated) 40
14 Property, plant, and equipment (Consolidated) 43
15 Intangible assets (consolidated) 45
16 Loans, financing, debentures and derivative financial instruments 46
17 Trade payables (consolidated) 51
18 Salaries and related charges (Consolidated) 52
19 Taxes payable (Consolidated) 52
20 Employee benefits and private pension plan (Consolidated) 52
21 Provision for asset retirement obligation (Consolidated) 53
22 Provisions and contingent liabilities (Consolidated) 54
23 Subscription warrants – indemnification 58
24 Equity 59
25 Net revenue from sales and services (Consolidated) 60
26 Costs and expenses by nature 60
27 Gain (loss) on disposal of property, plant and equipment and intangible assets (Consolidated) 61
28 Financial result, net 61
29 Earnings per share (Parent and Consolidated) 62
30 Segment information 63
31 Risks and financial instruments (Consolidated) 65
32 Commitments (Consolidated) 76
33 Business combinations 77
34 Discontinued operations 80
35 Events after the reporting period 81


 


(Convenience Translation into English from the Original

Previously Issued in Portuguese)

 

Ultrapar Participações S.A.

Report on Review of Interim Financial Information for the

Three and Six-month Period Ended June 30, 2023

 

 

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

 

 

 

 

 

 

 


Graphics


Deloitte Touche Tohmatsu
Dr. Chucri Zaidan Avenue, 1.240 -
4th to 12th floors - Golden Tower
04711-130 - São Paulo - SP
Brazil


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 June 30, 2023, which comprises the statements of financial position as at June 30, 2023 and the related statements of income and comprehensive income for the three and six-month periods then ended, and of changes in equity and of cash flows for the six-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).


 


Graphics



 

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 six-month period ended June 30, 2023, 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.

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, August 9, 2023

DELOITTE TOUCHE TOHMATSU Daniel Corrêa de Sá
Auditores Independentes Ltda. Engagement Partner

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position
As of June 30, 2023 and December 31, 2022
(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

31,530

 

605,461

 

5,378,068

 

5,621,769

Financial investments and derivative financial instruments

4.b

 

 

337,427

 

520,352

Trade receivables

5.a

 

 

3,116,214

 

4,149,111

Reseller financing

5.b

 

 

531,607

 

559,825

Trade receivables - sale of subsidiaries

5.c

195,641

 

184,754

 

887,710

 

184,754

Inventories

6

 

 

3,686,864

 

4,906,083

Recoverable taxes

7.a

2,012

 

2,012

 

1,522,240

 

1,610,312

Recoverable income and social contribution taxes

7.b

51,852

 

43,080

 

149,754

 

96,134

Dividends receivable

-

 

147,299

 

 

4,296

Other receivables

-

68,195

 

101,955

 

108,163

 

174,153

Prepaid expenses

10

4,628

 

5,969

 

135,408

 

123,699

Contractual assets with customers - exclusivity rights

11

 

 

736,127

 

614,112

Total current assets

 

353,858

 

1,090,530

 

16,589,582

 

18,564,600

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments and derivative financial instruments

4.b

 

 

500,906

 

442,841

Trade receivables

5.a

 

 

20,228

 

61,463

Reseller financing

5.b

 

 

487,578

 

501,522

Trade receivables - sale of subsidiaries

5.c

195,600

 

184,754

 

195,600

 

911,811

Related parties

8.a

6,677

 

 

 

Deferred income and social contribution taxes

9.a

165,971

 

150,451

 

1,063,911

 

898,235

Recoverable taxes

7.a

74

 

74

 

2,457,571

 

2,172,959

Recoverable income and social contribution taxes

7.b

4,553

 

4,321

 

249,111

 

403,383

Escrow deposits

22.a

18

 

18

 

969,567

 

946,383

Indemnification asset - business combination

22.c

 

 

116,248

 

126,558

Other receivables and other assets

-

 

 

88,101

 

61,433

Prepaid expenses

10

8,785

 

13,047

 

79,887

 

74,813

Contractual assets with customers - exclusivity rights

11

 

 

1,506,640

 

1,591,479

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

12

11,467,347

 

12,247,087

 

121,347

 

111,384

Right-of-use assets, net

13

6,508

 

6,943

 

1,766,312

 

1,791,377

Property, plant and equipment, net

14

7,441

 

8,373

 

5,994,553

 

5,862,413

Intangible assets, net

15

261,086

 

253,840

 

2,071,343

 

1,918,349

Total non-current assets

 

12,124,060

 

12,868,908

 

17,688,903

 

17,876,403

Total assets

 

12,477,918

 

13,959,438

 

34,278,485

 

36,441,003

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position
As of June 30, 2023 and December 31, 2022
(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

17.a

15,479

 

46,535

 

2,481,385

 

4,710,952

Trade payables - reverse factoring

17.b

 

 

1,468,473

 

2,666,894

Loans, financing and derivative financial instruments

16

 

 

1,327,623

 

869,067

Debentures

16

 

1,800,213

 

1,171,970

 

2,491,610

Salaries and related charges

18

47,708

 

76,357

 

375,092

 

460,906

Taxes payable

19

886

 

1,444

 

191,724

 

192,430

Dividends payable

-

7,044

 

38,936

 

9,246

 

48,525

Income and social contribution taxes payable

-

 

 

189,797

 

315,053

Post-employment benefits

20.b

1,396

 

1,396

 

21,913

 

21,809

Provision for asset retirement obligation

21

 

 

4,876

 

5,063

Provisions for tax, civil and labor risks

22.a

 

 

58,723

 

22,837

Leases payable

13

1,712

 

1,839

 

286,085

 

225,034

Financial liabilities of customers

-

 

 

162,312

 

154,405

Other payables

-

718

 

274

 

690,532

 

581,667

    Total current liabilities

 

74,943

 

1,966,994

 

8,439,751

 

12,766,252

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

16

 

 

6,180,271

 

4,845,393

Debentures

16

 

 

4,012,117

 

3,544,291

Related parties

8.a

2,875

 

2,875

 

3,366

 

3,492

Deferred income and social contribution taxes

9.a

 

 

347

 

299

Post-employment benefits

20.b

1,450

 

1,283

 

198,654

 

193,747

Provision for asset retirement obligation

21

 

 

46,919

 

46,695

Provisions for tax, civil and labor risks

22.a; 22.c

157,888

 

142,283

 

1,050,134

 

1,017,335

Leases payable

13

5,774

 

6,035

 

1,244,919

 

1,298,735

Financial liabilities of customers

 

 

225,398

 

296,181

Subscription warrants - indemnification

23

63,256

 

42,776

 

63,256

 

42,776

Provision for unsecured liabilities of subsidiaries, joint ventures and associates

12

61,785

 

76,646

 

212

 

157

Other payables

13,366

 

11,805

 

206,480

 

210,682

    Total non-current liabilities 

 

306,394

 

283,703

 

13,232,073

 

11,499,783










Equity

 

 

 

 

 

 

 

 

Share capital

24.a

6,621,752

 

5,171,752

 

6,621,752

 

5,171,752

Equity instrument granted

24.b

51,058

 

43,987

 

51,058

 

43,987

Capital reserve

597,679

 

599,461

 

597,679

 

599,461

Treasury shares

24.c

(470,510)

 

(479,674)

 

(470,510)

 

(479,674)

Revaluation reserve of subsidiaries

3,888

 

3,975

 

3,888

 

3,975

Profit reserves

4,661,138

 

6,111,136

 

4,661,138

 

6,111,136

Retained earnings

477,090

 

 

477,090

 

Accumulated other comprehensive income

154,486

 

179,974

 

154,486

 

179,974

Additional dividends to the minimum mandatory dividends

 

78,130

 

 

78,130

Equity attributable to:

 

 

 

 

 

 

 

 

  Shareholders of Ultrapar

12,096,581

 

11,708,741

 

12,096,581

 

11,708,741

  Non-controlling interests in subsidiaries

 

 

510,080

 

466,227

Total equity

 

12,096,581

 

11,708,741

 

12,606,661

 

12,174,968

    Total liabilities and equity

 

12,477,918

 

13,959,438

 

34,278,485

 

36,441,003

The accompanying notes are an integral part of the interim financial information. 


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of income

For the periods ended June 30, 2023 and 2022


(In thousands of Brazilian Reais,  except earnings per thousand shares )


 

 

 

Parent

 

Consolidated

Note

04/01/2023 to

06/30/2023

01/01/2023 to

06/30/2023

04/01/2022 to

06/30/2022

01/01/2022 to

06/30/2022

04/01/2023 to

06/30/2023

01/01/2023 to

06/30/2023

04/01/2022 to

06/30/2022

01/01/2022 to

06/30/2022

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services

25

 

 

 

 

 

29,592,540

 

60,144,293

 

36,879,377

 

68,382,668

Cost of products and services sold

26

 

 

 

 

 

(27,920,269)

 

(56,759,303)

 

(35,027,513)

 

(65,061,125)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

1,672,271

 

3,384,990

 

1,851,864

 

3,321,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenuese (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

26

 

 

 

 

 

(523,782)

 

(1,034,750)

 

(546,599)

 

(1,049,387)

General and administrative

26

 

(25,457)

 

(31,544)

 

2,184

 

(4,258)

 

(469,239)

 

(923,166)

 

(408,218)

 

(746,420)

Results from disposal of property, plant and equipment and intangible assets

27

 

 

 

2,910

 

2,890

 

39,779

 

92,556

 

55,582

 

80,656

Other operating income (expenses), net

26

 

10

 

(162)

 

(1,254)

 

(1,246)

 

(205,996)

 

(339,206)

 

(136,878)

 

(239,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income before financial result and share of profit (loss) of subsidiaries, joint ventures and associates and social contribution taxes

 

 

(25,447)

 

(31,706)

 

3,840

 

(2,614)

 

513,033

 

1,180,424

 

815,751

 

1,367,194

Share of profit (loss) of subsidiaries, joint ventures and associates

12

 

251,730

 

538,959

 

145,630

 

275,607

 

1,569

 

12,017

 

7,724

 

21,224

Income before financial result and income and social contribution taxes

 

 

226,283

 

507,253

 

149,470

 

272,993

 

514,602

 

1,192,441

 

823,475

 

1,388,418

Financial income

28

 

15,870

 

50,962

 

103,206

 

121,268

 

186,675

 

377,122

 

209,698

 

291,042

Financial expenses

28

 

(24,902)

 

(76,613)

 

(3,519)

 

(50,610)

 

(403,398)

 

(905,439)

 

(708,328)

 

(1,214,525)

Financial result, net

28

 

(9,032)

 

(25,651)

 

99,687

 

70,658

 

(216,723)

 

(528,317)

 

(498,630)

 

(923,483)

Income before income and social contribution taxes

 

 

217,251

 

481,602

 

249,157

 

343,651

 

297,879

 

664,124

 

324,845

 

464,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

(11,385)

 

(21,181)

 

154,659

 

163,473

 

(164,734)

 

(304,410)

 

(85,163)

 

(163,637)

Deferred

9.b

 

8,010

 

15,520

 

(13,846)

 

(9,249)

 

105,546

 

152,802

 

157,356

 

212,573

 

 

 

(3,375)

 

(5,661)

 

140,813

 

154,224

 

(59,188)

 

(151,608)

 

72,193

 

48,936

Net income from continuing operations

 

 

213,876

 

475,941

 

389,970

 

497,875

 

238,691

 

512,516

 

397,038

 

513,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations 

34

 

 

 

62,897

 

407,244

 

 

 

62,897

 

407,244

Net income for the period

 

 

213,876

 

475,941

 

452,867

 

905,119

 

238,691

 

512,516

 

459,935

 

921,115

Income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

 

 

213,876

 

475,941

 

452,867

 

905,119

 

213,876

 

475,941

 

452,867

 

905,119

Non-controlling interests in subsidiaries

 

 

 

 

 

 

24,815

 

36,575

 

7,068

 

15,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

29

 

0.1953

 

0.4346

 

0.3575

 

0.4564

 

0.1953

 

0.4346

 

0.3575

 

0.4564

Diluted

29

 

0.1937

 

0.4310

 

0.3555

 

0.4539

 

0.1937

 

0.4310

 

0.3555

 

0.4539

Earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

29

 

 

 

0.0577

 

0.3733

 

 

 

0.0577

 

0.3733

Diluted

29

 

 

 

0.0573

 

0.3713

 

 

 

0.0573

 

0.3713

Total earnings per share (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

29

 

0.1953

 

0.4346

 

0.4151

 

0.8297

 

0.1953

 

0.4346

 

0.4151

 

0.8297

Diluted

29

 

0.1937

 

0.4310

 

0.4129

 

0.8252

 

0.1937

 

0.4310

 

0.4129

 

0.8252

 The accompanying notes are an integral part of the interim financial information.

8


Ultrapar Participações S.A. and Subsidiaries Graphics

For the periods ended June 30, 2023 and 2022


(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

04/01/2023to

06/30/2023

 

01/01/2023 to 

06/30/2023

 

04/01/2022 to

06/30/2022

 

01/01/2022 to

06/30/2022

 

04/01/2023 to 

06/30/2023

 

01/01/2023 to

06/30/2023

 

04/01/2022 to

06/30/2022

 

01/01/2022 to

06/30/2022

Net income for the period, attributable to shareholders of Ultrapar

 

213,876

 

475,941

 

452,867

 

905,119

 

213,876

 

475,941

 

452,867

 

905,119

Net income for the period, attributable to non-controlling interest in subsidiaries

 

 

 

 

 

24,815

 

36,575

 

7,068

 

15,996

Net income for the period

 

213,876

 

475,941

 

452,867

 

905,119

 

238,691

 

512,516

 

459,935

 

921,115

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of taxes

 

(18,963)

 

(25,488)

 

377,310

 

611,703

 

(18,963)

 

(25,488)

 

377,252

 

611,749

Translation adjustments and hedge of net investments in foreign operations, net of taxes

 

 

 

(88,001)

 

(304,645)

 

 

 

(88,001)

 

(304,645)

Items that will not be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gains (losses) of post-employment benefits, net of income and social contribution taxes

 

 

 

(444)

 

(444)

 

 

 

(444)

 

(444)

Total comprehensive income for the period

 

194,913

 

450,453

 

741,732

 

1,211,733

 

219,728

 

487,028

 

748,742

 

1,227,775

Total comprehensive income for the period attributable to shareholders of Ultrapar

 

194,913

 

450,453

 

741,732

 

1,211,733

 

194,913

 

450,453

 

741,732

 

1,211,733

Total comprehensive income for the period attributable to non-controlling interest in subsidiaries

 

 

 

 

 

24,815

 

36,575

 

7,010

 

16,042

 

The accompanying notes are an integral part of the interim financial information.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity

For the periods ended June 30, 2023 and 2022


(In thousands of Brazilian Reais, except dividends per share)



 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interest in subsidiaries

 

Total equity

Balances as of December 31, 2022

 

5,171,752

 

43,987

 

599,461

 

(479,674)

 

3,975

 

882,575

 

5,228,561

 

179,974

 

 

78,130

 

11,708,741

 

466,227

 

12,174,968

Net income for the period

 

 

 

 

 

 

 

 

 

475,941

 

 

475,941

 

36,575

 

512,516

Other comprehensive income

 

 

 

 

 

 

 

 

(25,488)

 

 

 

(25,488)

 

 

(25,488)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

(25,488)

 

475,941

 

 

450,453

 

36,575

 

487,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

411

 

 

 

 

 

 

 

 

411

 

 

411

Equity instrument granted

8.c; 24.a; 24.b

 

7,071

 

(2,193)

 

9,164

 

 

 

 

 

 

 

14,042

 

 

14,042

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(87)

 

 

 

 

(52)

 

 

(139)

 

 

(139)

Capital increase with reserves

24.a

1,450,000

 

 

 

 

 

(882,575)

 

(567,425)

 

 

 

 

 

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

-

 

2

 

 

 

 

2

 

 

2

Loss due to change in ownership interest

 

 

 

 

 

 

 

 

 

 

 

 

(73)

 

(73)

Dividends prescribed

 

 

 

 

 

 

 

 

 

1,201

 

 

1,201

 

 

1,201

Special reserve for mandatory dividend not distributed to non-controlling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

7,543

 

7,543

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(192)

 

(192)

Approval of additional dividends by the Ordinary General Meeting

 

 

 

 

 

 

 

 

 

 

(78,130)

 

(78,130)

 

 

(78,130)

Balances as of June 30, 2023

 

6,621,752

 

51,058

 

597,679

 

(470,510)

 

3,888

 

-

 

4,661,138

 

154,486

 

477,090

 

 

12,096,581

 

510,080

 

12,606,661

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity

For the periods ended June 30, 2023 and 2022


(In thousands of Brazilian Reais, except dividends per share)



 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Cumulative translation adjustments (i)

 

Retained earnings

 

Shareholders of Ultrapar

 

Non-controlling interests (ii)

 

Total equity

Balances as of December 31, 2021

 

5,171,752

 

34,043

 

596,481

 

(488,425)

 

4,154

 

792,533

 

4,073,876

 

(422,138)

 

304,645

 

 

10,066,921

 

402,319

 

10,469,240

Net income for the period

 

 

 

 

 

 

 

 

 

 

905,119

 

905,119

 

15,996

 

921,115

Other comprehensive income

 

 

 

 

 

 

 

 

611,259

 

(304,645)

 

 

306,614

 

46

 

306,660

Total comprehensive income for the period

 

 

 

 

 

 

 

 

611,259

 

(304,645)

 

905,119

 

1,211,733

 

16,042

 

1,227,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

651

 

 

 

 

 

 

 

 

651

 

 

651

Equity instrument granted

8.c; 24.b

 

10,954

 

 

 

 

 

 

 

 

 

10,954

 

 

10,954

Realization of revaluation reserve of  subsidiaries

 

 

 

 

 

(90)

 

 

 

 

 

90

 

 

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

 

4

 

4

 

(4)

 

Gain due to change in ownership interest

 

 

 

 

 

 

 

 

 

 

950

 

950

 

(950)

 

Capital increase attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

35,182

 

35,182

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on capital

 

 

 

 

 

 

 

 

 

 

(450,003)

 

(450,003)

 

 

(450,003)

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(1,438)

 

(1,438)

Balances as of June 30, 2022

 

5,171,752

 

44,997

 

597,132

 

(488,425)

 

4,064

 

792,533

 

4,073,876

 

189,121

 

 

456,160

 

10,841,210

 

451,151

 

11,292,361


(i) Cumulative translation adjustment from discontinued operations. The accumulated effects were reclassified to income as a result of the sale of Oxiteno.
(ii) These amounts are substantially represented by non-controlling shareholders of Iconic.


The accompanying notes are an integral part of the interim financial information.

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2023 and 2022
(In thousands of Brazilian Reais)

 

 

 

    Parent   

 

Consolidated

 

Note

06/30/2023

 

06/30/2022

 

06/30/2023

 

06/30/2022

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income from continuing operations

 

475,941

 

497,875

 

512,516

 

513,871

Adjustments to reconcile net income to cash provided (consumed) by operating activities

 

 

 

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates

12

(538,959)

 

(275,607)

 

(12,017)

 

(21,224)

Amortization of contractual assets with customers - exclusivity rights

11

 

 

302,474

 

205,028

Amortization of right-of-use assets

13

1,110

 

2,203

 

150,217

 

141,149

Depreciation and amortization

14; 15

5,092

 

909

 

402,484

 

359,056

Interest and foreign exchange rate variations

 

42,889

 

30,058

 

797,439

 

819,759

Current and deferred income and social contribution taxes

9.b

5,661

 

(154,225)

 

151,608

 

(48,936)

Gain (loss) on disposal of property, plant and equipment, intangible assets, and non-current assets

27

-

 

(2,910)

 

(92,556)

 

(80,656)

Equity instrument granted 

 

5,491

 

3,168

 

14,042

 

9,553

Provision for decarbonization – CBIO

26

 

 

376,615

 

306,361

Other provisions and others

 

15,219

 

2,876

 

91,449

 

43,618

 

 

12,444 

 

104,347 

 

2,694,271 

 

2,247,579 

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

1,011,703

 

(523,307)

Inventories

6

 

 

1,234,875

 

(2,094,566)

Recoverable taxes

7

(30,184)

 

(23,804)

 

(464,381)

 

(371,150)

Dividends received from subsidiaries, joint ventures and associates

 

1,185,698

 

206,442

 

5,643

 

117

Other assets

 

17,629

 

5,026

 

107,220

 

(120,196)

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

17

(31,056)

 

(4,923)

 

(3,445,710)

 

852,019

Salaries and related charges

18

(28,649)

 

(6,992)

 

(86,781)

 

(8,665)

Taxes payable

19

(558)

 

1,077

 

(1,895)

 

(17,598)

Other liabilities

 

22,482

 

(8,785)

 

(119,083)

 

141,725

Acquisition of CBIO

15

 

 

(379,206)

 

(449,270)

Payments of contractual assets with customers - exclusivity rights

11

 

 

(273,378)

 

(310,972)

Payment of tax, civil and labor lawsuits

22.a

 

 

(39,577)

 

(53,345)

Income and social contribution taxes paid

 

 

 

(56,649)

 

(138,337)

Net cash provided (consumed) by operating activities from continuing operations

 

1,147,806

 

272,388

 

187,052

 

(845,966)

Net cash provided by operating activities from discontinued operations

 

-

 

 

 

39,387

Net cash provided (consumed) by operating activities

 

1,147,806

 

272,388

 

187,052

 

(806,579)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

 

(117,830)

 

344,019

 

733,389

Acquisitions of property, plant and equipment and intangible assets

14; 15

(11,406)

 

(162)

 

(456,481)

 

(479,323)

Receipt of intercompany loan owed by Oxiteno S.A. to Ultrapar International

 

-

 

-

 

-

 

3,980,699

Cash provided by disposal of investments and property, plant and equipment

 

 

2,212,298

 

199,239

 

2,313,111

Transactions with discontinued operations

 

 

 

 

987,895

Net effect of capital decrease and increase in subsidiaries and joint ventures

12

310.050

 

(313,508)

 

 

(15,998)

Net cash consumed by subsidiaries acquisition

 

(60,930)

 

 

(52,128)

 

-

Investment purchase and sale transactions and other assets

 

-

 

(212,368)

 

(38,143)

 

-

Net cash provided (consumed) by investing activities from continuing operations

 

237,714

 

1,568,430

 

(3,494)

 

7,519,773

Net cash consumed by investing activities from discontinued operations

 

-

 

-

 

 

(198,410)

Net cash provided (consumed) by investing activities

 

237,714

 

1,568,430

 

(3,494)

 

7,321,363

The accompanying notes are an integral part of the interim financial information.

12


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2023 and 2022
(In thousands of Brazilian Reais)


Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

16

 

 

2,511,307

 

969,580

Repayments

16

(1,725,000)

 

 

(1,857,625)

 

(4,104,533)

Interest and derivatives paid

16

(118,181)

 

(70,758)

 

(666,730)

 

(678,882)

Payments of lease

 

 

 

 

 

 

 

 

Principal

13

(1,038)

 

(2,881)

 

(104,603)

 

(187,205)

Interest paid

13

(336)

 

(52)

 

(77,877)

 

(6,868)

Dividends paid

 

(108,630)

 

(238,694)

 

(108,722)

 

(241,080)

Proceeds from financial liabilities of customers

 

 

 

6,782

 

Payments of financial liabilities of customers

 

 

 

(95,439)

 

Capital increase made by non-controlling interests and redemption of shares

 

 

 

 

21,586

Related parties

 

(6,266)

 

2,875

 

(5,957)

 

403

Net cash consumed by financing activities from continuing operations

 

(1,959,451)

 

(309,510)

 

(398,864)

 

(4,226,999)

Net cash consumed by financing activities from discontinued operations

 

-

 

-

 

-

 

(171,881)

Net cash consumed by financing activities

 

(1,959,451)

 

(309,510)

 

(398,864)

 

(4,398,880)

Effect of exchange rate changes on cash and cash equivalents in foreign
currency - continuing operations

 

 

-

 

(28,395)

 

(19,579)

Effect of exchange rate changes on cash and cash equivalents in foreign
currency - discontinued operations

 

 

-

 

 

(19,315)

Increase (decrease) in cash and cash equivalents - continuing operations

 

(573,931)

 

1,531,308

 

(243,701)

 

2,427,229

Decrease in cash and cash equivalents - discontinued operations

 

 

 

 

(350,219)

Cash and cash equivalents at the beginning of the period - continuing operations

4.a

605,461

 

21,533

 

5,621,769

 

2,280,074

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

4.a

31,530

 

1,552,841

 

5,378,068

 

4,707,303

Cash and cash equivalents at the end of the period - discontinued operations

 

 

 

 

37,761

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

168,035

 

252,232

Addition on contractual assets with customers - exclusivity rights

 

 

 

66,272

 

40,564

Transfer between trade receivables and other assets accounts




25,424

Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition

 

411

 

651

 

411

 

651

Acquisition of property, plant and equipment and intangible assets without cash effect




30,752


The accompanying notes are an integral part of the interim financial information. 


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of value added
For the periods ended June 30, 2023 and 2022
(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

06/30/2023

 

06/30/2022

 

06/30/2023

 

6/30/2022

Revenues

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

 

 

61,860,616

 

70,971,920

Rebates, discounts and returns

 

 

 

(440,651)

 

(717,949)

Allowance for expected credit losses

5

 

 

(21,914)

 

(22,545)

Amortization of contractual assets with customers - exclusivity rights

11

 

 

(302,474)

 

(205,028)

Gain (loss) on disposal of assets and other operating income, net

26; 27

(162)

 

1,644

 

(246,650)

 

(158,542)

 

 

(162)

 

1,644

 

60,848,927

 

69,867,856

Materials purchased from third parties

 

 

 

 

 

 

 

 

Raw materials used

 

 

 

(670,254)

 

(1,204,053)

Cost of products and services sold

 

 

 

(56,112,344)

 

(63,854,239)

Materials, energy, third-party services and others

 

79,705

 

110,455

 

(756,606)

 

(1,246,887)

Provision for assets losses

 

 

 

14,683

 

11,999

 

 

79,705

 

110,455

 

(57,524,521)

 

(66,293,180)

Gross value added

 

79,543

 

112,099

 

3,324,406

 

3,574,676

Retentions

 

 

 

 

 

 

 

 

Depreciation and amortization of intangible assets and right-of-use assets

13.a; 14; 15

(6,202)

 

(3,112)

 

(548,367)

 

(500,205)

Net value added produced by the Company

 

73,341

 

108,987

 

2,776,039

 

3,074,471

Value added received in transfer

 

 

 

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates

12

538,959

 

275,607

 

12,017

 

21,224

Rents and royalties

 

 

 

155,174

 

135,012

Financial income

28

50,962

 

121,268

 

377,122

 

291,042

 

 

589,921

 

396,875

 

544,313

 

447,278

Value added from continuing operations available for distribution

 

663,262

 

505,862

 

3,320,352

 

3,521,749

Value added from discontinued operations available for distribution

 

 

327,979

 

 

693,336

Total value added available for distribution

 

663,262

 

833,841

 

3,320,352

 

4,215,085

Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

72,861

 

71,615

 

688,191

 

523,480

Benefits

 

12,503

 

9,713

 

200,993

 

153,912

Government Severance Indemnity Fund for Employees (FGTS)

 

4,627

 

3,346

 

47,262

 

38,270

Others

 

1,972

 

2,937

 

50,815

 

45,320

 

 

91,963

 

87,611

 

987,261

 

760,982

Taxes, fees, and contributions

 

 

 

 

 

 

 

 

Federal

 

29,737

 

(142,179)

 

670,841

 

660,600

State

 

-

 

 

180,074

 

265,207

Municipal

 

13

 

1,086

 

72,828

 

68,180

 

 

29,750

 

(141,093)

 

923,743

 

993,987

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, exchange variations and financial instruments

 

45,179

 

109,013

 

789,594

 

850,182

Rents

 

2,221

 

4,657

 

45,519

 

18,652

Others

 

18,208

 

(52,201)

 

61,719

 

384,075

 

 

65,608

 

61,469

 

896,832

 

1,252,909

Remuneration of own capital

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

Interest on capital

 

 

 

 

Retained earnings

 

475,941

 

497,875

 

512,516

 

513,871

 

 

475,941

 

497,875

 

512,516

 

513,871

Value added from continuing operations distributed

 

663,262

 

505,862

 

3,320,352

 

3,521,749

Value added from discontinued operations distributed

 

 

327,979

 

 

693,336

Value added distributed

 

663,262

 

833,841

 

3,320,352

 

4,215,085

 

The accompanying notes are an integral part of the interim financial information.

 



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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 on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 30.

 

This interim financial information was authorized for issuance by the Board of Directors on August 9, 2023.

  

a. Principles of consolidation and interest 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 Graphics
Notes to the interim financial information
For the period ended June 30, 2023


a.2. Interest in subsidiaries
 

The consolidated interim financial information includes the following direct and indirect subsidiaries:

 

 

 

 

 

 

% interest in the share capital

 

 

 

 

 

06/30/2023

 

12/31/2022

 

 

 

 

 

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.(11) 

 

Brazil

Others

 

-

 

-

 

-

 

100

Ultragaz Participações Ltda.

 

Brazil

Ultragaz

 

100

 

-

 

100

 

-

Ultragaz Energia Ltda. (5)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Stella GD Intermediação de Geração Distribuída de Energia Ltda. (4)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A. (3)

 

Brazil

Ultragaz

 

-

 

99

 

-

 

99

   Nova Paraná Distribuidora de Gás Ltda. (1)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

   Bahiana Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   LPG International Inc.

 

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

   NEOgás do Brasil Gás Natural Comprimido S.A.(6)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

-

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultracargo - Operações Logísticas e Participações Ltda.

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.(9) 

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultracargo Soluções Logísticas S.A. (2)

 

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

 

-

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda (8)

 

Brazil

Others

 

-

 

100

 

-

 

-

Abastece Aí Participações S.A. (10)

 

Brazil

Others

 

-

 

100

 

-

 

-

Ultrapar Empreendimentos Ltda (7)

 

Brazil

Others

 

100

 

-

 

-

 

-

Imaven Imóveis Ltda. (11)

 

Brazil

Others

 

100

 

-

 

-

 

-



16


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

The percentages in the table above are rounded.


(1)     Non-operating company in closing phase.

(2)     On June 16, 2023, the name of subsidiary Ultracargo Vila do Conde Logística Portuária S.A. was changed to Ultracargo Soluções Logísticas S.A.

(3)     On August 1, 2022, the subsidiary Companhia Ultragaz S.A. (“Ultragaz”) became directly controlled by Ultrapar. In November 2022, Ultragaz became an investee of Ultragaz Participações Ltda.

(4)     On September 12, 2022, the Company through its subsidiary Ultragaz Energia Ltda. signed an agreement for the acquisition of all quotas of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”). The closing of the acquisition occurred on October 1, 2022.

(5)     On November 18, 2022, the name of subsidiary Ultragaz Comercial Ltda. was changed to Ultragaz Energia Ltda.

(6)     On November 21, 2022, Ultrapar through its subsidiary Companhia Ultragaz S.A, signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. The acquisition closing ocurred on February 1, 2023.

(7)     Company established on February 28, 2023 with the purpose of holding interests in other companies.

(8)     On April 13, 2023, the Company was acquired at book value by the company Eaí Clube Automobilista S.A.

(9)     On April 27, 2023, the Company was merged into Ultracargo Logística S.A.

(10)    Company established on June 1, 2023 with the purpose of holding interests in other companies.

(11)    On April 28, 2023, Imaven Imóveis Ltda. (“Imaven”) performed the division of portion of its assets, and the divided part was incorporated into the equity of the subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, Imaven became directly controlled by Ultrapar. The transaction was realized by comum control and by book values.


b. Main events that occurred in the period

 

b.1 Acquisition of NEOgás do Brasil Gás Natural Comprimido S.A.

 

On November 21, 2022, Ultrapar, through its subsidiary Companhia Ultragaz S.A, signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. (“NEOgás”). The transaction was closed on February 1, 2023. For further information, see Note 33.b.

 

b.2 Acquisition of Serra Diesel Transportador Revendedor Retalhista Ltda.

 

On May 21, 2023, Ultrapar, through its subsidiary Ultrapar Empreendimentos Ltda., signed an agreement for the acquisition of 60% of the shares of Serra Diesel Transportador Revendedor Retalhista Ltda. CADE (Brazilian antitrust agency) approved the acquisition on July 27, 2023. Until the closing of the transaction, subject to precedent conditions according to contractual clauses, the companies will follow the normal course of their businesses. The acquisition complements Ultrapar's activities in the distribution of liquid fuels.

 



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

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, 2022. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2022.

 

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.

 

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, 2022, 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.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

The accounting policies have been consistently applied to all consolidated companies and are consistent with those used in the parent. The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) listed in item 3.a, and on the date the interim financial information was authorized for issue, did not identify any significant impacts thereof on the disclosure or reported amounts.

 

As of 2023, the Company and its subsidiaries adopted IFRS 9 for hedge accounting and did not identify any material impact on its financial information. For further information, see Note 31.h.

 

  1. New accounting policies and changes in accounting policies adopted

 

The new standards and interpretations issued, up to the issuance of the Company's individual and consolidated interim financial information, are described below.

 

a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/or after January 1, 2023 had no significant impact on the interim financial information for the period ended June 30, 2023:

  • CPC 26 (R1)/IAS 1 – Classification of Liabilities as Current or Non-current
  • CPC 26 (R1)/IAS 1 and Practical Expedient 2 of IFRS – Disclosure of Accounting Policies
  • CPC 23/IAS 8 – Definition of Accounting Estimates
  • CPC 32/IAS 12 – Deferred Tax Related to Assets and Liabilities arising from a Single Transaction Applicable

a.2 Accounting policies not adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/or after January 1, 2023 were not adopted on the interim financial information for the period ended June 30, 2023. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact of their adoption on their future individual and consolidated interim financial information.

  • CPC 06/IFRS 16 (R2) - Leases
  • IAS 1 – Non-current Liabilities with covenants
  • IAS 12 – International tax reform
  • IFRS 7 and IAS 7 – Supplier Finance Arrangements
  • CPC 50/IFRS 17  Insurance contracts 
19


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

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 investment 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 investment 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 the Company and its subsidiaries and are disclosed in Note 31.i.

 

The breakdown of cash and cash equivalents and financial investments is as follows:


a.              Cash and cash equivalents

 

Cash and cash equivalents are presented as follows:

 

 

Parent

 

Consolidated

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Cash and banks

 

 

 

 

 

 

 

In local currency

257

 

1,919

 

85,577

 

105,986

In foreign currency

 

 

5,686

 

5,811

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities

31,273

 

603,542

 

5,223,553

 

5,204,766

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

 

 

63,252

 

305,206

Total cash and cash equivalents

31,530

 

605,461

 

5,378,068

 

5,621,769


b. Financial investments and derivative financial instruments



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

The financial investments that are not classified as cash and cash equivalents are presented as follows: 

 

 

Consolidated

 

06/30/2023

 

12/31/2022

Financial investments

 

 

 

In local currency

 

 

 

Fixed-income securities and funds

93,476

 

406,683

Derivative financial instruments and other financial assets at fair value (a)

744,857

 

556,510

 

 

 

 

Total financial investments and derivative financial instruments

838,333

 

963,193

Current

337,427

 

520,352

Non-current

500,906

 

442,841

 

(a)  Accumulated gains, net of withholding income tax (see Note 31.g).


 

a. Trade receivables

 

The breakdown of trade receivables is as follows:

 

 

06/30/2023

 

12/31/2022

Domestic customers

3,483,744

 

4,527,167

Domestic customers - related parties (see note 8.a.2)

19

 

64

Foreign customers

24,037

 

3,401

Foreign customers - related parties (see note 8.a.2)

776

 

2,695

 

3,508,576

 

4,533,327

(-) Allowance for expected credit losses

(372,134)

 

(322,753)

Total

3,136,442

 

4,210,574

Current

3,116,214

 

4,149,111

Non-current

20,228

 

61,463

 

The breakdown of trade receivables, gross of allowance for expected credit losses, is as follows:

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2023

3,508,576

2,753,056

34,384

27,180

31,853

50,327

611,776

12/31/2022

4,533,327

3,930,178

20,873

18,741

21,482

46,586

495,467

 

The breakdown of the allowance for expected credit losses is as follows:

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2023

372,134

19,545

2,950

3,475

2,785

15,007

328,372

12/31/2022

322,753

21,425

1,747

1,384

4,913

15,222

278,062

 

Movements in the allowance for expected credit losses are as follows:

 

Balance as of December 31, 2022

322,753

Additions

94,787

Reversals

(40,531)

Write-offs

(4,875)

Balance as of June 30, 2023

372,134

 

For further information on the allowance for expected credit losses, see Note 31.d.3.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

b. Reseller financing

 

The breakdown of reseller financing is comprised as follows:


 

06/30/2023

 

12/31/2022

Reseller financing – Ipiranga

1,170,985

 

1,234,634

(-) Allowance for expected credit losses

(151,800)

 

(173,287)

 

1,019,185

 

1,061,347

Current

531,607

 

559,825

Non-current

487,578

 

501,522

 

The breakdown of reseller financing, gross of allowance for expected credit losses, is as follows:

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2023

1,170,985

835,931

4,649

5,452

2,877

10,136

311,940

12/31/2022

1,234,634

826,210

8,944

3,892

11,040

11,943

372,605

 

The breakdown of the allowance for expected credit losses is as follows:

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2023

151,800

1,408

343

850

308

4,379

144,512

12/31/2022

173,287

1,327

483

1,132

3,704

4,937

161,704


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


Movements in th allowance for expected credit losses are as follows:

Balance as of December 31, 2022

173,287

Additions

12,729

Reversals

(33,206)

Write-offs

(1,010)

Balance as of June 30, 2023

151,800

 

For further information on the loss allowance for expected credit losses, see Note 31.d.3.


c. Trade receivables - sale of subsidiaries


The breakdown of other receivables is comprised as follows:

 

 

Parent

 

Consolidated

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Sale of subsidiary Oxiteno:

 

 

 

 

 

 

 

Receivables from sale of investments (i)

 

 

722,880

 

782,655

(-) Adjustment to present value - sale of investments (ii)

 

 

(30,811)

 

(55,598)

Sale of subsidiary Extrafarma:

 

 

 

 

 

 

 

Receivables from sale of investments (iii)

391,241

 

369,508

 

391,241

 

369,508

 

391,241

 

369,508

 

1,083,310

 

1,096,565

Current

195,641

 

184,754

 

887,710

 

184,754

Non-current

195,600

 

184,754

 

195,600

 

911,811

 

(i) Refers to the final installment of the sale of Oxiteno, in the amount of USD 150 million, due in April 2024. In May 2022 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 as of June 30 includes present value realization and exchange variation of transaction closing date until June 30, 2023.


(iii) Refers to part of the payment of the Extrafarma sale transaction, which will be paid in two installments maturing in August 2023 and August 2024, monetarily adjusted by the CDI rate + 0.5% p.a. In December 2022 the subsidiary IPP made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Extrafarma to parent Ultrapar.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

The breakdown of inventories, net of provision for losses, is shown below:

 

 

06/30/2023

 

12/31/2022

Fuels, lubricants and greases

2,778,358

 

3,782,522

Raw materials

283,079

 

380,993

Liquified petroleum gas - LPG

120,593

 

143,516

Consumable materials and other items for resale

129,316

 

125,239

Purchase for future delivery (1)

353,365

 

453,817

Properties for resale

22,153

 

19,996

 

3,686,864

 

4,906,083


(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, 2022

21,926

Reversal of provision for obsolescence and other losses

(4,659)

Reversal of provision for adjustment to realizable value

(4,371)

Balance as of June 30, 2023

12,896


 

a. Recoverable taxes

 

Recoverable taxes are substantially represented by credits of Tax on Goods and Services — (“ICMS”, the Brazilian State VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).


 

06/30/2023

 

12/31/2022

ICMS - State VAT (a.1)

1,600,907

 

1,312,990

PIS and COFINS - Federal VAT (a.2)

2,294,421

 

2,410,736

Others

84,483

 

59,545

Total

3,979,811

 

3,783,271

Current

1,522,240

 

1,610,312

Non-current

2,457,571

 

2,172,959

 

a.1 The recoverable ICMS net of provision for losses is substantially related to the following subsidiaries and operations:

 

Tax credits 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”)); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


In the second quarter of 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel and gasoline products became effective, significantly reducing from the effective date the generation of ICMS tax credits in commercial transactions.


a.2 The recoverable PIS and COFINS are substantially related to:

 

ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis.

 

Supplementary Law 192 – On March 11, 2022 Supplementary Law (“LC”) 192/22 was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain.

 

On May 18, 2022, Provisional Act 1,118/22 amended Supplementary Law 192/22 to eliminate the right to take PIS and Cofins credits on purchases of diesel, LPG and biodiesel by end consumers. With the enactment of said Provisional Act, on June 2, 2022, a Direct Unconstitutionality Action 7,181 was filed to challenge the provision in MP 1,118/22. On June 21, 2022, the Federal Supreme Court unanimously ratified the decision that considered MP 1,118/22 unconstitutional due to violation of the 90-day principle.

 

Due to such court injunction and the non-conversion of Provisional Act 1,118/22 into law, the provisions in LC 192/22, which assured to all legal entities that are part of the fuel supply chain, including the Company’s subsidiaries, the maintenance of PIS and COFINS credits in connection with those transactions in the period from March 11, 2022  (LC 192/22 publication date) to August 15, 2022 (90 day after the publication of the provisional act that restricted the right to take credits on taxpayers), which, as decided by STF, must be the MP 1118/22 effective date, remained in force.    

 

The Company, through its subsidiaries Ipiranga and Ultragaz, has credits in the amount of R$ 690,118 (R$ 971,373 as of December 31, 2022) from the LC 192/22  The Management estimates the realization of these credits within up to 5 years from the constitution date.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


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. The Management estimates the realization of these credits within up to 5 years.


 

Consolidated

 

06/30/2023

 

12/31/2022

IRPJ and CSLL

398,865

 

499,517

Current

149,754

 

96,134

Non-current

249,111

 

403,383

 

 

a. Related parties

 

The balances and transactions between the Company and its related parties are disclosed below:

 

a.1 Parent

 

 

06/30/2023

 

Assets 

 

Liabilities  

 

 

 

Related parties

 

Other receivables

 

Related parties

 

Other payables

 

Financial result

Ipiranga Produtos de Petróleo S.A.

 

52,115

 

 

215

 

Cia Ultragaz S.A.

6,677

 

9,828

 

 

68

 

Ultracargo Logística S.A.

 

2,715

 

 

178

 

Eaí Clube Automobilista S.A.

 

489

 

 

 

UVC Investimentos Ltda

 

180

 

 

40

 

am/pm Comestíveis Ltda.

 

2,377

 

 

 

Iconic Lubrificantes S.A.

 

 

 

18

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

 

Imaven Imóveis Ltda.

 

 

 

202

 

Others

 

 

 

313

 

Total

6,677

 

67,704

 

2,875

 

1,034

 


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

12/31/2022

 

06/30/2022

 

Assets 

 

Liabilities  

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial result

Ipiranga Produtos de Petróleo S.A.

 

79,070

 

 

111

 

24,808

Cia Ultragaz S.A.

 

15,198

 

 

28

 

Ultracargo Logística S.A.

 

3,940

 

 

 

Eaí Clube Automobilista S.A.

 

487

 

 

 

UVC Investimentos Ltda

 

21

 

 

 

am/pm Comestíveis Ltda.

 

57

 

 

 

Iconic Lubrificantes S.A.

 

12

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

 

SERMA - Ass. dos usuários equip. proc. de dados

 

4

 

 

30

 

Others

 

89

 

 

431

 

Total

 

98,878

 

2,875

 

600

 

24,808

 

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 highlighted below:

 

 

06/30/2023

 

 Loans (1)

 

Commercial transactions

 

Trading transactions

 

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.

 

 

6,876

 

 

224,063

União Vopak Armazéns Gerais Ltda.

 

 

 

334

 

Latitude Logística Portuária S.A.      

 

3

 

31

 

 

Nordeste Logistica I S.A.

 

 

19

 

 

Nordeste Logistica III S.A.

 

 

15

 

 

Navegantes Logística Portuária S.A.

 

16

 

 

 

Chevron (Thailand) Limited (2)

 

 

6

 

483

 

Chevron Lubricants Oils S.A. (2)

 

 

51

 

 

Chevron Marine Products (2)

 

776

 

 

3,717

 

Chevron Oronite Brasil Ltda. (2)

 

 

55,390

 

 

97,252

Chevron Products Company (2)

 

 

36,457

 

 

122,751

Chevron Belgium NV (2)

 

 

2,398

 

 

16,458

Others (1)

491

 

 

 

 

Total

3,366

 

795

 

101,243

 

4,534

 

460,524

 

(1) Loans contracted have indefinite terms and do not contain remuneration clause.
(2) Non-controlling shareholders and other related parties of Iconic.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

12/31/2022

 

06/30/2022

 

Loans (1)

 

Commercial transactions

 

Trading transactions

 

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.

 

 

26,062

 

 

115,698

União Vopak Armazéns Gerais Ltda.

 

61

 

 

392

 

Latitude Logística Portuária S.A.      

 

3

 

346

 

 

Nordeste Logistica I S.A.

 

 

22

 

 

Nordeste Logistica III S.A.

 

 

17

 

 

Chevron (Thailand) Limited (2)

 

 

113

 

 

799

Chevron Latin America Marketing LLC (2)

 

34

 

 

 

Chevron Lubricants Oils S.A. (2)

 

403

 

 

475

 

Chevron Marine Products (2)

 

1,950

 

 

6,773

 

Chevron Oronite Brasil Ltda. (2)

 

 

53,912

 

 

68,798

Chevron Products Company (2)

 

 

178,846

 

 

315,678

Chevron Belgium NV  (2)

 

 

326

 

 

3,492

Chevron Petroleum CO Colombia  (2)

 

220

 

 

220

 

Chevron Lubricants Lanka PLC (2)

 

88

 

 

 

Others (1)

617

 

 

 

 

Total

3,492

 

2,759

 

259,644

 

7,860

 

504,465


(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. 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 16.


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


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 further details about post-employment benefits see Note 20.b.

 

The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:


 

06/30/2023

 

06/30/2022

Short-term compensation

25,594

 

29,044

Stock compensation

12,877

 

7,018

Post-employment benefits

1,585

 

1,357

Total

40,056

 

37,419


c. Deferred 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 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. The last grants of this plan occurred in 2016.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


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

2023

32.72

9,732

 

(9,732)

 

Balance as of June 30, 2023

 

 

9,732

 

(9,732)

 

 

For the six-month period ended June 30, 2023, the amortization of R$ 88 (reversal of R$ 298 in the period ended June 30, 2022) was recognized as general and administrative expense.

 

The table below summarizes the changes in the number of shares granted:

 

Balance as of December 31, 2022

 

66,664

Shares transferred to executives

 

(66,664)

Balance as of June 30, 2023

 

 

In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“Plan 2017”), which establishes the general terms and conditions for 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, with vesting periods determined in each Program, 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 corresponded, at the date of approval of this Plan, to 11,128,102 common shares.

 

At the OEGM held on April 19, 2023, Ultrapar's shareholders approved a proposal for amendment to the 2017 Plan, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.


At the OEGM held on April 19, 2023, Ultrapar's shareholders approved a new incentive plan based on shares ("2023 Plan"), which establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of common shares issued by it held in treasury for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Meeting.

 

As a result of the 2023 Plan, common shares representing at most 5% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of said Plan, to 55,760,215 common shares. Annually, a maximum of 1% of this limit may be used.


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan:

Program

Grant date

Number of shares granted (Quantity)

Vesting period

Market price of shares on the grant date (in R$ per share)

Total exercisable grant costs, including taxes (in R$ thousands)

 

Accumulated recognized exercisable grant costs (in R$ thousands)

 

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 19, 2018

80,000

2024

19.58

2,675

 

(2,118)

 

557

Restricted

April 3, 2019

28,270

2024

23.25

3,181

 

(2,998)

 

183

Performance

April 3, 2019

28,270

2024

23.25

1,284

 

(1,101)

 

183

Restricted

September 2, 2019

240,000

2025

16.42

8,010

 

(5,570)

 

2,440

Restricted

April 1, 2020

95,738

2024 to 2025

12.53

4,065

 

(3,464)

 

601

Performance

April 1, 2020

175,971

2024 to 2025

12.53

5,902

 

(5,077)

 

825

Restricted

September 16, 2020

140,000

2026

23.03

8,536

 

(5,652)

 

2,884

Restricted

April 7, 2021

353,506

2024

21.00

15,733

 

(12,263)

 

3,470

Performance

April 7, 2021

432,472

2024

21.00

16,852

 

(13,382)

 

3,470

Restricted

September 22, 2021

1,000,000

2027

14.17

24,363

 

(7,560)

 

16,803

Restricted

April 6, 2022

710,369

2025

14.16

20,461

 

(9,015)

 

11,446

Performance

April 6, 2022

744,043

2025

14.16

21,467

 

(9,073)

 

12,394

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

 

(5,337)

 

58,711

Restricted

December 7, 2022

1,500,000

2032

13.47

38,104

 

(2,203)

 

35,901

Restricted

April 20, 2023

311,324

2025

14.50

7,472

 

(934)

 

6,538

Restricted

April 20, 2023

1,210,270

2026

14.50

32,713

 

(2,726)

 

29,987

Performance

April 20, 2023

1,210,270

2026

14.50

32,713

 

(2,726)

 

29,987

 

10,900,503

 

 

307,579

 

(91,199)

 

216,380

 

Balance as of December 31, 2022

 

8,934,704

Shares granted during the period

 

2,796,234

Cancellation of granted shares due to termination of executive employment

 

(418,271)

Shares transferred (vesting)

 

(412,164)

Balance as of June 30, 2023

 

10,900,503


The Company does not have shares that were not transferred after the period for transfer of bare ownership of the shares. For the six-month period ended June 30, 2023, a general and administrative expense in the amount of R$ 26,182 was recognized in relation to the Plan (R$ 14,199 for the period ended June 30, 2022).


For all plans, the Company or the beneficiary does not have the option to receive cash, settlements are made only with the delivery of treasury shares. The values of the grants were determined on the granting date based on the market value of these shares on B3 (the Brazilian Stock Exchange).


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

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

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

46,856

 

47,436

Provision for tax, civil and labor risks

53,682

 

48,376

 

237,293

 

225,585

Provision for post-employment benefits

968

 

911

 

76,350

 

74,644

Provision for differences between cash and accrual basis (i)

 

 

85,868

 

63,330

Goodwill

 

 

2,974

 

3,561

Business combination – tax basis vs. accounting basis of goodwill

 

 

9,492

 

17,575

Provision for asset retirement obligation

 

 

15,881

 

15,737

Provision for suppliers

3,186

 

6,090

 

188,245

 

132,657

Provision for profit sharing and bonus

5,109

 

14,453

 

37,029

 

69,588

Leases payable

333

 

317

 

67,868

 

60,484

Change in fair value of subscription warrants

16,327

 

9,224

 

16,327

 

9,224

Provision for deferred revenue

 

 

7,223

 

8,121

Other temporary differences

7,162

 

5,575

 

45,248

 

43,715

Tax losses and negative basis for social contribution carryforwards (9.d)

79,204

 

65,505

 

381,381

 

283,238

Total

165,971

 

150,451

 

1,218,035

 

1,054,895

Offset liability balance

 

 

(154,124)

 

(156,660)

Net balances of deferred tax assets

165,971

 

150,451

 

1,063,911

 

898,235

Liabilities - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of property, plant and equipment

 

 

4

 

387

Leases payable

 

 

 

171

Provision for differences between cash and accrual basis (i)

 

 

17,382

 

9,389

Goodwill

 

 

18,465

 

27,691

Business combination - fair value of assets

 

 

60,102

 

61,521

Provision for deferred revenue

 

 

2

 

Provision for post-employment benefits

 

 

2

 

Other temporary differences

 

 

58,514

 

57,800

Total

 

 

154,471

 

156,959

Offset asset balance

 

 

(154,124)

 

(156,660)

Net balance of deferred tax liabilities

 

 

347

 

299

 

(i) Refers, mainly, to the income tax on the exchange variation of the hedge derivative instruments.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


Changes in the net balance of deferred IRPJ and CSLL are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2022

150,451

 

897,936

Deferred IRPJ and CSLL recognized in income for the year

15,520

 

152,802

Deferred IRPJ and CSLL recognized in other comprehensive income

 

12,615

Others

 

211

Balance as of June 30, 2023

165,971

 

1,063,564

 

b. Reconciliation of income and social contribution taxes in the statement of income

 

IRPJ and CSLL are reconciled to the statutory tax rates as follows:

 

 

Parent

 

Consolidated

 

06/30/2023

 

06/30/2022

 

06/30/2023

 

06/30/2022

Income before taxes

481,602

 

343,651

 

664,124

 

464,935

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(163,745)

 

(116,841)

 

(225,802)

 

(158,078)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(1,179)

 

(4,539)

 

(4,499)

 

(13,152)

Nontaxable revenues (ii)

6,450

 

5,116

 

53,656

 

18,709

Adjustment to estimated income (iii)

 

 

2,022

 

8,172

Unrecorded deferred income and social contribution tax carryforwards (iv)

 

 

(5,051)

 

(1,867)

Share of profit (loss) of subsidiaries, joint ventures and associates

183,246

 

93,706

 

4,086

 

7,216

Interest on capital

 

153,001

 

 

153,001

Other adjustments

(30,433)

 

23,781

 

(17,457)

 

3,208

Income and social contribution taxes before tax incentives

(5,661)

 

154,224

 

(193,045)

 

17,209

Tax incentives – SUDENE (9.c)

-

 

 

41,437

 

31,727

Income and social contribution taxes in the statement of income

(5,661)

 

154,224

 

(151,608)

 

48,936

Current

(21,181)

 

163,473

 

(304,410)

 

(163,637)

Deferred

15,520

 

(9,249)

 

152,802

 

212,573

Effective IRPJ and CSLL rates - %

1.2

 

(44.9)

 

22.8

 

(10.5)

 

(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, tax incentives, installments 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 losses 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 9.d.

   


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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(1)

75

2022

 

Suape Terminal

75

2030

 

Itaqui Terminal

75

2030


(1) In December 2022, an application for renewal of Aratu Terminal concession term for an additional 10 years was filed with SUDENE. Once approved, the incentive will be used and recorded from the approval date going forward for the retrospective period since January 1st, 2023.

 

d. Tax loss carryforwards

 

As of June 30, 2023, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets 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:


 

06/30/2023

 

12/31/2022

Oil Trading

91,592

 

93,627

Ultrapar (i)

79,205

 

65,505

Abastece aí

79,475

 

66,347

Ipiranga

93,664

 

28,894

Ultracargo Vila do Conde

29,786

 

22,313

Others

7,659

 

6,552

 

381,381

 

283,238

 

(i) Includes the amount of R$ 27,945 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of June 30, 2023 (R$ 33,663 as of December 31, 2022).

The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:


 

06/30/2023

 

12/31/2022

Integra Frotas

13,342

 

12,394

Millennium

7,102

 

6,154

Others

4,095

 

997

 

24,539

 

19,545

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


e. Non-levy of IRPJ/CSLL on the update by Selic of tax undue payments received from the Federal Government

 

The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the levy of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered R$ 136,572 as of June 30, 2023 (R$ 128,420 as of December 31, 2022).

 

 

06/30/2023

 

12/31/2022

Rents

38,469

 

26,888

Advertising and publicity

33,372

 

49,426

Insurance premiums

41,673

 

48,584

Software maintenance

35,640

 

26,114

Employee benefits

17,195

 

6,923

IPVA and IPTU

6,408

 

1,195

Contribution - private pension fund (see Note 20.a)

19,081

 

18,204

Other prepaid expenses

23,457

 

21,178

 

215,295

 

198,512

Current

135,408

 

123,699

Non-current

79,887

 

74,813


 

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 amortization occurs in accordance with the contractual terms of customer performance.

 

Changes are shown below:

 

Balance as of December 31, 2022

2,205,591

Additions

339,650

Amortization

(302,474)

Balance as of June 30, 2023

2,242,767

Current

736,127

Non-current

1,506,640

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

The table below presents the positions of equity and income (loss) for the period by company:

 

 

 


 


 

 

Parent

 

Equity


Income (loss)
for the period


Interest in
share capital -
%

 

Investments

 

Share of profit (loss) of
subsidiaries and joint ventures

 

 

06/30/2023


12/31/2022

 

06/30/2023


06/30/2022

Subsidiaries

 


 


 

 

 


 

 

 


 

Ultracargo - Operações Logísticas e Participações Ltda.

1,572,608


139,040


100

 

1,572,608


1,651,115

 

139,040


96,351

Ipiranga Produtos de Petróleo S.A.

8,222,089


8,241


100

 

8,222,089


8,142,013

 

8,241


303,926

Ultrapar International S.A.

(61,785)


14,861


100

 

(61,785)


(76,646)

 

14,861


(111,557)

UVC

38,002


(3,695)


100

 

38,002


39,123

 

(3,695)


(1,414)

Centro de Conveniências Millennium Ltda.

12,677


(2,786)


100

 

12,677


11,883

 

(2,786)


(3,127)

Eaí Clube Automobilista S.A.

135,191


(22,645)


100

 

135,191


110,836

 

(22,645)


(28,648)

Ultragaz Participações Ltda.(i)

1,399,354


397,213


100

 

1,399,354


2,263,339

 

397,213


UVC Investimentos Ltda. (iii)

77


4


100

 

77


73

 

4


Imaven Imóveis Ltda. (v)

51,394


464


100

 

51,394


 

464


Joint ventures

 


 


 

 

 


 

 

 


 

Química da Bahia Indústria e Comércio S.A. (ii)

7,019


(21)


50

 

3,510


3,520

 

(11)


Refinaria de Petróleo Riograndense S.A. (iv)

97,705


24,916


33

 

32,445


25,185

 

8,273


20,076

 

 


 


 

 

 


 

 

 


 

Total (A)

 


 


 

 

11,405,562


12,170,441

 

538,959


275,607

Total provision for equity deficit (B)

 


 


 

 

(61,785)


(76,646)

 

 


 

Total investments (A-B)

 


 


 

 

11,467,347


12,247,087

 

 


 

 

The percentages in the table above are rounded.

 

(i) Until July 31, 2022, Ultragaz was a subsidiary of Ipiranga Produtos de Petróleo S.A. On August 1, 2022, the Company acquired a 99% interest in CiaUltragaz. On November 1, 2022, Ultragaz Participações S.A., which became the direct parent of Companhia Ultragaz S.A. and subsidiaries, was established. For further information, see Note 1.a.2
(ii) 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.
(iii) On August 1, 2022, Ultrapar acquired the total shares of UVC Investimentos Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(iv) Investment considers capital loss balances of R$ 10,992 as of June 30, 2023 (R$ 11,356 as of December 31, 2022).
(v) On April 28, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spin-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2022, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023




 

 


 


 

 

Consolidated

 

Equity


Profit (loss) for
the period


Interest in share capital -
%

 

Investments

 

Share of profit (loss) of joint
ventures and associates

 

 

06/30/2023


12/31/2022

 

06/30/2023


06/30/2022

Joint ventures

 


 


 

 

 


 

 

 


 

União Vopak – Armazéns Gerais Ltda (1)

24,008


15,096


50

 

12,004


4,456

 

7,547


(835)

Refinaria de Petróleo Riograndense S.A. (2)

97,705


24,916


33

 

32,442


25,186

 

8,273


20,076

Latitude Logística Portuária S.A. (3)

15,172


(899)


50

 

7,586


7,638

 

(51)


751

Navegantes Logística Portuária S.A. (3)

60,575


(9,754)


33

 

20,192


23,250

 

(3,058)


(1,608)

Nordeste Logística I S.A. (3)

18,356


3,449


33

 

6,119


6,340

 

(221)


1,546

Nordeste Logística II S.A. (3)

53,091


(4,112)


33

 

17,697


19,415

 

(1,719)


(557)

Nordeste Logística III S.A. (3)

52,006


1,926


33

 

17,335


17,038

 

298


46

Química da Bahia Indústria e Comércio S.A. (i)

7,019


(21)


50

 

3,510


3,520

 

(11)


Associates

 


 


 

 

 


 

 

 


 

Transportadora Sulbrasileira de Gás S.A.  (4)

15,601


3,971


25

 

3,900


3,898

 

973


1,781

Metalúrgica Plus S.A. (5)

(636)


(165)


33

 

(212)


(157)

 

(55)


(48)

Plenogás Distribuidora de Gás S.A. (5)

1,590


123


33

 

530


615

 

41


72

Other investments



 

32


28

 


 

 


 


 

 

 


 

 

 


 

Total (A)

 


 


 

 

121,135


111,227

 

12,017


21,224

Total provision for equity deficit (B)

 


 


 

 

(212)


(157)

 

 


 

Total investments (A-B)

 


 


 

 

121,347


111,384

 

 


 

 

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 Graphics
Notes to the interim financial information
For the period ended June 30, 2023


(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 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”).
(4) The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(5) The subsidiary CiaUltragaz 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, 2022 (i)

12,141,736

 

28,705

 

12,170,441

 

106,843

 

4,384

 

111,227

Share of profit (loss) of subsidiaries, joint ventures and associates

530,697

 

8,262

 

538,959

 

11,058

 

959

 

12,017

Dividends

(1,038,590)

 

 

(1,038,590)

 

 

(1,093)

 

(1,093)

Equity instrument granted (ii)

9,498

 

 

9,498

 

 

 

Accumulated other comprehensive income

(24,623)

 

(1,012)

 

(25,635)

 

(1,012)

 

 

(1,012)

Capital increase in cash

303,154

 

 

303,154

 

 

 

Shareholder transactions - changes of interest

9

 

 

9

 

 

 

Acquisition of Imaven Imóveis Ltda.

60,930

 

 

60,930

 

 

 

Capital decrease

(613,204)

 

 

(613,204)

 

 

 

Other movements

 

 

 

(4)

 

 

(4)

Balance as of June 30, 2023 (i)

11,369,607

 

35,955

 

11,405,562

 

116,885

 

4,250

 

121,135

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2021 (i)

8,247,649

 

4,548

 

8,252,197

 

71,389

 

7,204

 

78,593

Share of profit (loss) of subsidiaries, joint ventures and associates

1,286,253

 

26,098

 

1,312,351

 

9,397

 

2,784

 

12,181

Dividends

(352,993)

 

(4,296)

 

(357,289)

 

(4,298)

 

(2,076)

 

(6,374)

Equity instrument granted (ii)

14,195

 

 

14,195

 

 

 

Accumulated other comprehensive income

1,798

 

267

 

2,065

 

267

 

 

267

Actuarial gain of post-employment benefits of subsidiaries, net of income and social contribution taxes

288

 

(1,440)

 

(1,152)

 

(1,440)

 

 

(1,440)

Capital increase in cash

369,021

 

 

369,021

 

28,000

 

 

28,000

Shareholder transactions - changes of interest

910

 

3,528

 

4,438

 

3,528

 

(3,528)

 

Redemption of shares Ultragaz

(23,065)

 

 

(23,065)

 

 

 

Acquisition of Cia Ultragaz

1,823,105

 

 

1,823,105

 

 

 

Acquisition of UVC Investimentos

(129)

 

 

(129)

 

 

 

Movements in discontinued operations

774,704

 

 

774,704

 

 

 

Balance as of December 31, 2022 (i)

12,141,736

 

28,705

 

12,170,441

 

106,843

 

4,384

 

111,227

 

(i) Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.

(ii) Amount refers to grants of long-term incentive in subsidiaries Ipiranga Produtos de Petróleo S.A., Ultragaz Participações Ltda and Ultracargo – Operações Logísticas.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

The Company and certain subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (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.


  1. Right-of-use assets
  • Consolidated

 

Weighted average
useful
life (years)


Balance as of
December 31, 2022

 

Additions and
remeasurement (i)

 

Write-offs

 

Transfers (ii)

 

Exchange rate variation

 

Amortization

 

Acquisition of
subsidiary (iii)

 

Balance as of
June 30, 2023

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

10


2,019,898

 

111,110

 

(109,308)

 

 

 

 

4,274

 

2,025,974

Port areas

29


311,174

 

4,595

 

 

 

 

 

 

315,769

Vehicles

4


186,455

 

65,545

 

(39,653)

 

 

 

 

614

 

212,961

Equipment

5


26,345

 

337

 

(1,133)

 

 

 

 

996

 

26,545

Others

20


27,846

 

 

 

 

 

 

 

27,846

 

 


2,571,718

 

181,587

 

(150,094)

 

 

 

 

5,884

 

2,609,095



















Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 


(634,688)

 

 

59,997

 

(2,219)

 

 

(112,241)

 

(393)

 

(689,544)

Port areas

 


(36,773)

 

 

 

 

 

(3,857)

 

 

(40,630)

Vehicles

 


(83,902)

 

 

29,631

 

 

 

(31,726)

 

(217)

 

(86,214)

Equipment

 


(2,850)

 

 

1,133

 

 

 

(2,393)

 

(157)

 

(4,267)

Others

 


(22,128)

 

 

 

 

 

 

 

(22,128)

 

 


(780,341)

 

 

90,761

 

(2,219)

 

 

(150,217)

 

(767)

 

(842,783)

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net amount

 


1,791,377

 

181,587

 

(59,333)

 

(2,219)

 

 

(150,217)

 

5,117

 

1,766,312

 

(i)
Additions of prepaid expenses in the amount of R$ 13,552 are considered.
(ii) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation.
(iii) For further information, see Note 33.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2022

1,523,769

Interest accrued

71,547

Payments of leases

(104,603)

Interest payment

(77,877)

Additions and remeasurement

168,035

Write-offs

(55,058)

Acquisition of subsidiary

5,191

Balance as of June 30, 2023

1,531,004

 

 

Current

286,085

Non-current

1,244,919

 

The undiscounted future cash outflows are presented below:

 

 

06/30/2023

 

12/31/2022

Up to 1 year

403,040

 

343,792

1 to 2 years

328,346

 

319,284

2 to 3 years

237,030

 

277,318

3 to 4 years

201,841

 

201,227

4 to 5 years

157,484

 

173,229

More than 5 years

1,053,542

 

1,089,255

Total

2,381,283

 

2,404,105

 

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 by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

9.26%

From 6 to 10 years

8.42%

From 11 to 15 years

9.76%

More than 15 years

10.28%



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


c. Effects of inflation and potential right of recoverable Pis and Cofins - disclosures required by the CVM in the letter SNC/SEP 02/2019

 

The effects of inflation for the period ended June 30, 2023 are as follows:

 

Right-of-use asset, net

 

Nominal base

1,766,312

Inflated base

2,101,674

 

19.0%

 

 

Leases payable

 

Nominal base

1,531,004

Inflated base

1,866,367

 

21.9%

 

 

Financial expenses

 

Nominal base

71,547

Inflated base

97,542

 

36.3%

 

 

Amortization expense

 

Nominal base

150,217

Inflated base

168,171

 

12.0%

 

The possible rights of PIS and COFINS on payments of leases, calculated with basis on 9.25% tax according to the Brazilian tax legislation for the period ended June 30, 2023 are presented below:

 

 

Potential right of
recoverable PIS and
COFINS

Cash flow at present value

141,618

Nominal cash flow

220,269



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

Balances and changes in property, plant and equipment are as follows:

 

 

Weighted average useful life (years)

Balance as of December 31, 2022

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs

 

Acquisition of subsidiary

 

Balance as of June 30, 2023


Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Land

 

619,116

 

1,171

 

 

3,316

 

(12,260)

 

36

 

611,379


Buildings

28

1,532,506

 

20,072

 

 

48,899

 

(101,247)

 

891

 

1,501,121


Leasehold improvements

13

1,169,326

 

12,763

 

 

33,664

 

(5,475)

 

4,551

 

1,214,829


Machinery and equipment

11

3,186,759

 

53,505

 

 

72,594

 

(1,932)

 

108,990

 

3,419,916


Automotive fuel/lubricant distribution equipment and facilities

13

3,213,123

 

39,034

 

 

25,645

 

(35,197)

 

-

 

3,242,605


LPG tanks and bottles

9

920,287

 

71,904

 

 

-

 

(20,936)

 

-

 

971,255


Vehicles

8

325,094

 

6,050

 

 

1,805

 

(973)

 

8,789

 

340,765


Furniture and fixtures

9

201,708

 

5,074

 

 

295

 

(194)

 

1,290

 

208,173


IT equipment

5

303,023

 

8,099

 

 

2,084

 

(16,239)

 

1,636

 

298,603


Construction in progress

 

694,726

 

162,871

 

 

(183,116)

 

 

5,054

 

679,535


Advances to suppliers 

 

18,139

 

777

 

 

(3,524)

 

 

180

 

15,572


Imports in progress

 

902

 

 

 

 

 

-

 

902


 

 

12,184,709

 

381,320

 

 

1,662

 

(194,453)

 

131,417

 

12,504,655




Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

Balance as of December 31, 2022

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs

 

Acquisition of subsidiaries

 

Balance as of June 30, 2023


Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 


Buildings

(591,812)

 

 

(23,062)

 

-

 

95,393

 

(438)

 

(519,919)


Leasehold improvements

(618,256)

 

 

(33,383)

 

-

 

4,048

 

(1,047)

 

(648,638)


Machinery and equipment

(1,926,954)

 

 

(93,887)

 

-

 

1,339

 

(39,713)

 

(2,059,215)


Automotive fuel/lubricant distribution equipment and facilities

(2,113,657)

 

 

(83,175)

 

-

 

26,978

 

-

 

(2,169,854)


LPG tanks and bottles

(557,260)

 

 

(40,059)

 

-

 

17,787

 

-

 

(579,532)


Vehicles

(154,177)

 

 

(13,386)

 

-

 

295

 

(324)

 

(167,592)


Furniture and fixtures

(118,438)

 

 

(6,721)

 

-

 

55

 

(681)

 

(125,785)


IT equipment

(239,978)

 

 

(11,802)

 

-

 

15,008

 

(1,155)

 

(237,927)


 

(6,320,532)

 

 

(305,475)

 

 

160,903

 

(43,358)

 

(6,508,462)


Provision for impairment losses:

 

 

 

 

 

 

 

 

 

 

 

 

 


Land

(146)

 

 

 

 

 

 

(146)


Leasehold improvements

(30)

 

 

 

 

 

 

(30)


Machinery and equipment

(1,566)

 

(137)

 

 

 

250

 

 

(1,453)


Automotive fuel/lubricant distribution equipment and facilities

(22)

 

 

 

 

11

 

 

(11)


 

(1,764)

 

(137)

 

 

 

261

 

 

(1,640)


Net amount

5,862,413

 

381,183

 

(305,475)

 

1,662

 

(33,289)

 

88,059

 

5,994,553


 

(i) Refers to R$ 557 transferred to intangible assets and R$ 2,219 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 Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

Balances and changes in intangible assets are as follows:

 

 

Weighted average useful life (years)

Balance as of December 31, 2022

 

Additions

 

Amortizations

 

Transfers (i)

 

Write-offs

 

Exchange rate variation

 

Acquisition of subsidiary

 

Balance as of June 30, 2023

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

917,775

 

 

 

 

 

 

12,973

 

930,748

Software

5

1,299,088

 

105,915

 

 

557

 

(114,205)

 

 

10,026

 

1,301,381

Distribution rights

16

114,593

 

 

 

 

 

 

32,215

 

146,808

Brands

 

65,647

 

 

 

 

 

(4,941)

 

 

60,706

Trademark rights

31

114,792

 

 

 

 

 

 

5,938

 

120,730

Others

4

177

 

 

 

 

 

 

20,561

 

20,738

Decarbonization credits (CBIO)

 

232,305

 

379,206

 

 

 

(299,932)

 

 

 

311,579

 

 

2,744,377

 

485,121

 

 

557

 

(414,137)

 

(4,941)

 

81,713

 

2,892,690

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(708,659)

 

 

(91,861)

 

 

106,662

 

 

(4,859)

 

(698,717)

Distribution rights

 

(102,037)

 

 

(439)

 

 

 

 

 

(102,476)

Trademark rights

 

(14,930)

 

 

(1,469)

 

 

 

 

(113)

 

(16,512)

Others

 

(402)

 

 

(3,240)

 

 

 

 

-

 

(3,642)

 

 

(826,028)

 

 

(97,009)

 

 

106,662

 

 

(4,972)

 

(821,347)

Net amount

 

1,918,349

 

485,121

 

(97,009)

 

557

 

(307,475)

 

(4,941)

 

76,741

 

2,071,343

 

(i) Refers to R$ 557 transferred from property, plant and equipment.

  

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

a. Goodwill

 

The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired.

 

 

Segment

06/30/2023

 

12/31/2022

Goodwill on the acquisition of:

 

 

 

 

Ipiranga (i)

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

Neogás (ii)

Ultragaz

12,973

 

Stella (ii)

Ultragaz

99,679

 

99,679

TEAS

Ultracargo

797

 

797

 

 

930,748

 

917,775

 

(i) Including R$ 246,163 presented as goodwill at the Parent.

(ii) For further information, see Notes 33.a and 33.b.

 

The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the six-month period ended June 30, 2023, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible assets.

 

 

a. Composition

  • Parent

Description

06/30/2023

 

12/31/2022

 

Index/ Currency

Weighted average financial charges 2023

Maturity

Brazilian Reais:

 

 

 

 

 

 

 

Debentures - 6th issuance

 

1,800,213

 

DI

0.0%

2023

Total

 

1,800,213

 

 

 

 

Current

 

1,800,213

 

 

 

 



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023
  • Consolidated:

 

06/30/2023


12/31/2022

 

Index/ Currency

Weighted average financial charges 2023

Maturity

Foreign currency:

 


 

 

 

 

 

Notes in the foreign market

3,674,775


3,973,816

 

USD

5.3%

2026 and 2029

Foreign loan

1,583,524


1,161,798

 

USD

4.4%

2023 and 2025

Foreign loan

425,843


-

 

JPY

1.3%

2025

Foreign loan

121,278


54,542

 

EUR

4.4%

2024

Total in foreign currency

5,805,420


5,190,156

 

 

 

 

Brazilian Reais:

 


 

 

 

 

 

Debentures – CRA

3,297,874


3,011,462

 

IPCA +

5.1%

2024 to 2032

Debentures – CRA

661,772


660,485

 

%DI

97.5%

2023

Debentures - Ultracargo Logística and Ultracargo Soluções Logísticas S.A.

531,155


482,185

 

IPCA +

4.1%

2028

CCB (f)

517,511


 

%DI

109.4%

2025

Debentures – CRA (d)

322,435


-

 

Fixed rate

11.2%

2027

Debentures – CRA (d)

285,301


-

 

% DI

0.7%

2027

CDCA (f)

202,218


 

%DI

108.6%

2024

Debentures – Ultracargo Logística

85,551


81,548

 

Fixed rate

6.5%

2024

FINEP

1,604


 

TLP (1)

1.0%

2023 to 2026

CCB (f)

240


 

DI +

8.7%

2023

Debentures - 6th issuance


1,800,213

 

%DI

0.0%

2025

Total in Brazilian Reais

5,905,661


6,035,893

 

 

 

 

Total in foreign currency and Brazilian Reais

11,711,081


11,226,049

 

 

 

 

Derivative financial instruments (*)

980,900


524,312

 

 

 

 

Total

12,691,981


11,750,361

 

 

 

 

Current

2,499,593


3,360,677

 

 

 

 

Non-current

10,192,388


8,389,684

 

 

 

 

 

(*) Accumulated losses (see Note 31.g).

 

(1)    TLP (Long-term Interest Rate) = set by the National Monetary Council, the TLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On June 30, 2023, TLP was fixed at 7.28% p.a.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


The changes in loans, financing, debentures and derivative financial instruments are shown below:

 

 

Parent

 

Consolidated

Balance as of December 31, 2022

1,800,213

 

11,750,361

New loans and debentures with cash effect (d; e)

 

2,511,307

Interest accrued

42,968

 

361,483

Principal payment

(1,725,000)

 

(1,857,625)

Interest payment

(118,181)

 

(395,008)

Acquired company balance

 

93,991

Monetary and exchange rate variation

 

(408,415)

Change in fair value

 

179,299

Hedge result

 

456,588

Balance as of June 30, 2023

 

12,691,981

 

The long-term debt had the following principal maturity schedule:

 

 

Consolidated

 

06/30/2023

 

12/31/2022

From 1 to 2 years

1,934,718

 

817,898

From 2 to 3 years

819,487

 

782,965

From 3 to 4 years

2,903,494

 

2,268,647

From 4 to 5 years

521,561

 

More than 5 years

4,013,128

 

4,520,174

 

10,192,388

 

8,389,684

 

The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities.

 

The Company’s Management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 31.h).



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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, 2022

 

Transaction costs

 

Payments

 

Balance as of June 30, 2023

Debentures

0.3

 

68,168

 

15,292

 

(7,363)

 

76,097

Notes in the foreign market

0.1

 

12,405

 

 

(1,135)

 

11,270

Total

 

 

80,573

 

15,292

 

(8,498)

 

87,367


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

16,373

 

13,518

 

13,225

 

13,022

 

8,906

 

11,053

 

76,097

Notes in the foreign market

2,297

 

2,293

 

2,295

 

1,649

 

1,416

 

1,320

 

11,270

Total

18,670

 

15,811

 

15,520

 

14,671

 

10,322

 

12,373

 

87,367

 

c. Guarantees

 

The financing does not have collateral as of June 30, 2023 and December 31, 2022 and has guarantees and promissory notes in the amount of R$ 11,542,542 as of June 30, 2023 (R$ 9,371,295 as of December 31, 2022).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 113,753 as of June 30, 2023 (R$ 115,451 as of December 31, 2022).              

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


d. Debentures

 

In March 2023, the parent company made the settlement of the sixth issuance of debentures, without unical series of 1,725,000 simple debentures, nonconvertible into shares and with unsecured species.

 

In June 2023, the subsidiary IPP made its twelfth issuance of debentures in the total amount of R$ 618,000, in two series with a total of 618,000 simple debentures, nonconvertible into shares, nominative, book-entry and unsecured, privately placed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.  The debentures were subscribed with the purpose to bind the issuance of CRA. The financial settlement occurred on June 28, 2023. The debentures have an additional guarantee from Ultrapar, do not have financial covenants and the main characteristics are as follows:

 

1st series

Amount: 325,791

Unit face value: R$ 1,000.00

Final maturity: June 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: 11.17 % p.a.

Payment of interest: Quarterly

Reprice: Not applicable

 

2nd series

Amount: 292,209

Unit face value: R$ 1,000.00

Final maturity: June 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: Long-term Rate (DI) + 0.70% p.a.

Payment of interest: Quarterly

Reprice: Not applicable

 

e. Foreign loans

 

On January 9, 2023, the subsidiary Iconic Lubrificantes S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of EUR 22,480 thousand (equivalent to R$ 130,000 at the time of the transaction), with financial charges of EUR + 4.3518% and due date on January 9, 2024. The subsidiary Iconic Lubrificantes S.A. contracted instruments to hedge against the interest rate in Euro and exchange rate variation, changing financial charges to 111.93% of the DI.

 

On January 19, 2023 the subsidiary Companhia Ultragaz S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of JPY 12,564,392 thousand (equivalent to R$ 500,000 at the time of the transaction), with financial charges of JPY + 1.3125% and due date on March 13, 2025. The subsidiary Companhia Ultragaz S.A. contracted instruments to hedge against the interest rate in Yen and exchange rate variation, changing financial charges to 109.4% of the DI.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


On March 30, 2023, the subsidiary Companhia Ultragaz S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazill in the amount of USD 100,000 thousand (equivalent to R$ 528,600 at the time of the transaction), with financial charges of USD + 4.5815% and due date on July 30, 2024. The subsidiary Companhia Ultragaz S.A. contracted instruments to hedge against the interest rate in USD and exchange rate variation, changing financial charges to 110.90% of the DI.

 

On March 31, 2023, the subsidiary Iconic Lubrificantes S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of USD 9,727 thousand (equivalent to R$ 50,000 at the time of the transaction), with financial charges of USD + 6.375% and due date on April 1, 2024. The subsidiary Iconic Lubrificantes S.A. contracted instruments to hedge against the interest rate in USD and exchange rate variation, changing financial charges to 115.97% of the DI.

 

The companies designated these hedging instruments as a fair value hedge (see Note 31.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss. The foreign loans are secured by the Company and do not have financial covenants.


The foreign loans have the maturity distributed as follows:

 

Maturity

EUR

 

USD

 

JPY

 

R$

 

Cost in % of DI

Charges (1)

550

 

4,602

 

53,399

 

26,855

 

 

Sept/2023

 

58,880

 

 

283,757

 

105.0%

Sept/2023

 

63,785

 

 

307,392

 

104.8%

Jan/2024

 

9,572

 

 

46,131

 

116.0%

Apr/2024

 

97,520

 

 

469,968

 

110.9%

Jul/2024

22,495

 

 

 

118,384

 

111.9%

Mar/2025

 

 

12,711,672

 

424,061

 

109.4%

Sept/2025

 

94,227

 

 

454,097

 

108.5%

Total / weighted average cost

23,045

 

328,586

 

12,765,071

 

2,130,645

 

108.6%

 

(1) Considers interest, transaction cost and fair value adjustments.

 

f. Other fundraisings

 

On March 30, 2023, the parent IPP raised a bank credit note backed by importing operations in the amount of R$ 500,000, with financial charges of 109.40% of the DI, due date on April 2, 2025 without financial covenants.

 

On June 1, 2023, the parent IPP raised an Agribusiness Credit Rights Certificate in the amount of R$ 200,000, with financial charges of 108.6% of the DI rate maturing on June 3, 2024 without financial covenants.

 

 

a. Trade payables

 

 

06/30/2023

 

12/31/2022

Domestic suppliers

1,811,352

 

2,777,021

Foreign suppliers

568,790

 

1,674,287

Trade payables - related parties (see Note 8.a.2)

101,243

 

259,644

 

2,481,385

 

4,710,952

 

Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


b. Trade payables - reverse factoring

 

 

06/30/2023

 

12/31/2022

Domestic suppliers - reverse factoring

1,468,473

 

2,429,497

Foreign suppliers - reverse factoring

 

237,397

 

1,468,473

 

2,666,894

 

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 without incidence of interest. 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.

 


 

06/30/2023

 

12/31/2022

Provisions on salaries

197,556

 

181,755

Profit sharing, bonus and premium

109,612

 

205,273

Social charges

63,690

 

70,785

Others

4,234

 

3,093

 

375,092

 

460,906


 

 

06/30/2023

 

12/31/2022

ICMS (State VAT)

145,113

 

131,587

IPI (Federal VAT)

2,108

 

4,553

PIS and COFINS (State VAT)

4,269

 

14,470

ISS (Municipal VAT)

26,236

 

23,610

Others

13,998

 

18,210

 

191,724

 

192,430


20 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$ 19,081 (R$ 18,204 as of December 31, 2022) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 79 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.

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

In the six-month period ended June 30, 2023 the subsidiaries contributed R$ 11,172 to Ultraprev (R$ 7,774 in the six-period ended June 30, 2022).

 

The total number of participating employees as of June 30, 2023 was 4,066 active participants and 288 retired participants (4,097 active participants and 286 retired participants as of December 31, 2022). In addition Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.


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 June 30, 2023.

 

 

06/30/2023

 

12/31/2022

Health and dental care plan (1)

167,659

 

164,428

Indemnification of FGTS

37,719

 

36,357

Seniority bonus

2,001

 

2,156

Life insurance (1)

13,188

 

12,615

Total

220,567

 

215,556

 

 

 

 

Current

21,913

 

21,809

Non-current

198,654

 

193,747

 

(1)     Applicable to IPP, Tropical and Iconic.

 

 

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, 2022

51,758

Additions (new tanks)

167

Expenditure with tanks removed

(1,968)

Accretion expense

1,838

Balance as of June 30, 2023

51,795

Current

4,876

Non-current

46,919


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

a. Provisions 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.

 

The table below shows the breakdown of provisions by nature and its changes:

 

Provisions

Balance as of December 31,
2022

 

Additions

 

Reversals

 

Payments

 

Interest

 

Acquisition of
subsidiary

 

Balance as of June 30,
2023

IRPJ and CSLL (a.1)

559,217

 

14,602

 

(4,972)

 

 

18,240

 

 

587,087

Tax (c)

68,434

 

882

 

(9,529)

 

(10,573)

 

4,640

 

837

 

54,691

Civil, environmental and regulatory claims (a.2)

93,416

 

63,461

 

(19,909)

 

(18,513)

 

 

458

 

118,913

Labor litigation (a.3)

73,172

 

10,403

 

(13,310)

 

(10,491)

 

336

 

 

60,110

Provision for indemnities (a.4)

150,820

 

12,713

 

(6,064)

 

 

8,566

 

 

166,035

Others

95,113

 

19,854

 

 

 

7,054

 

 

122,021

Total

1,040,172

 

121,915

 

(53,784)

 

(39,577)

 

38,836

 

1,295

 

1,108,857

Current

22,837

 

 

 

 

 

 

 

 

 

 

 

58,723

Non-current

1,017,335

 

 

 

 

 

 

 

 

 

 

 

1,050,134

 

Balances of escrow deposits are as follows:



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

06/30/2023

 

12/31/2022

Tax

818,061

 

790,979

Labor

41,351

 

42,624

Civil and others

110,155

 

112,780

 

969,567

 

946,383

 

In the six-month period ended June 30, 2023, the monetary adjustment on escrow deposits amounted to R$ 25,528, recorded with a corresponding entry to financial income in the statement of income.

 

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$ 585,732 as of June 30, 2023 (R$ 569,415 as of December 31, 2022). 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 trials 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$ 118,913 as of June 30, 2023 (R$ 93,416 as of December 31, 2022).

 

a.3 Provision for labor matters

 

The Company and its subsidiaries maintain provisions of R$ 60,110 as of June 30, 2023 (R$ 73,358 as of December 31, 2022) for labor litigation filed by former employees and by employees of their service providers mainly contesting the non-payment of labor rights.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


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$ 153,610 was recorded, R$ 92,138 related to labor claims, R$ 17,575 related to civil claims and R$ 43,897 related 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$ 12,425 was recorded, R$ 7,054 of which related to labor claims, R$ 508 to civil claims and R$ 4,863 to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.

 

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 their external legal advisors and, based on these assessments, these claims were not provided for in the interim financial information. The estimated amount of this contingency is R$ 3,871,942 as of June 30, 2023 (R$ 3,601,865 as of December 31, 2022).

 

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$ 2,831,135 as of June 30, 2023 (R$ 2,656,479 as of December 31, 2022), 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$ 185,523 as of June 30, 2023 (R$ 182,446 as of December 31, 2022).



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,402,406 as of June 30, 2023 (R$ 1,376,199 as of December 31, 2022). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 211,985 as of June 30, 2023 (R$ 201,408 as of December 31, 2022), of which R$ 188,732 as of June 30, 2023 (R$ 178,825 as of December 31, 2022) refer to alleged non-payment of the tax; from conditioned fruition of tax incentive in the amount of R$ 193,805 as of June 30, 2023 (R$ 193,785 as of December 31, 2022); of inventory differences in the amount of R$ 300,010 as of June 30, 2023 (R$ 302,143 as of December 31, 2022); and of a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 260,112 (R$ 246,336 as of December 31, 2022).

 

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$ 1,035,997 as of June 30, 2023 (R$ 759,469 as of December 31, 2022), 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$ 242,941 as of June 30, 2023 (R$ 233,805 as of December 31, 2022), which includes the amount of the income taxes, interest and penalty.

 

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$ 770,919 as of June 30, 2023 (R$ 690,052 as of December 31, 2022), 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 issued a decision against Cia. Ultragaz and imposed a penalty of R$ 36,293 as of June 30, 2023 (R$ 35,617 as of December 31, 2022). 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$ 267,626 as of June 30, 2023 (R$ 255,290 as of December 31, 2022) 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$ 269,888 as of June 30, 2023 (R$ 255,334 as of December 31, 2022).



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


b.4 Action for damages

 

In March 2023, the Company by means of its subsidiary Ipiranga, as the assignor, entered into an agreement with a Receivables Investment Fund (“FIDC”) to assign 90% of its receivables from an action for damages (contingent asset), with an initial fixed amount of R$ 140,000 recorded. The first portion of R$ 60,000 was received on December 29, 2022, and the remaining portion of R$ 80,000 (recorded under Other receivables as of December 31, 2022) was received on March 31, 2023, and beared interest based on DI rate calculated up to the settlement date. The underlying agreement establishes that the assignment transaction between the assignor and the assignee is irrevocable, irreversible, and transfers all risks and rewards.

 

c. Lubricants operation between IPP and Chevron

 

In the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the interim financial information 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 of R$ 17,413 (R$ 26,010 as of December 31, 2022) are reflected in the consolidation of this interim financial information. 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$ 98,835 as of June 30, 2023 (R$ 100,548 as of December 31, 2022). 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 amount of the provision of Chevron’s liability of R$ 17,413 refers to: (i) R$ 14,418 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,733 labor claims; and (iii) R$ 262 civil, regulatory and environmental claims.


 

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 23, 2022, August 3, 2022 and February 15, 2023, the Company’s Board of Directors approved the issuance of 43,925, 21,472 and 31,211, respectively, common shares within the authorized capital limit provided by 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, 666,134 shares linked to the subscription warrants – indemnification were canceled and not issued. As of June 30, 2023, 3,348,648 shares remain retained linked to subscription warrants – indemnification, which will be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 63,256 (R$ 42,776 as of December 31, 2022).

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

a. Share capital

 

As of June 30, 2023, the subscribed and paid-up capital consists of 1,115,204,291 common shares with no par value (1,115,173,080 as of December 31, 2022), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

On April 19, 2023 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$ 1,450,000, without the issuance of new shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments, of R$ 567,424, and amounts recorded in the legal reserve, of R$ 882,576.

 

The price of the outstanding shares on B3 as of June 30, 2023 was R$ 18.89 (R$ 12.61 as of December 31, 2022).

 

As of June 30, 2023, there were 57,460,549 common shares outstanding abroad in the form of ADRs (58,895,761 shares as of December 31, 2022).

 

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 8.c). As of June 30, 2023, the balance of treasury shares granted with right of use was 5,724,008 common shares (6,184,427 as of December 31, 2022).

 

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 Resolutions 2/20 and 77/22.

 

As of June 30, 2023, the balance was R$ 470,510 (R$ 479,674 as of December 31, 2022) and 20,020,516 common shares (19,974,556 as of December 31, 2022) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 23.50.

 

 

06/30/2023

Balance of unrestricted shares held in treasury

20,020,516

Balance of treasury shares granted with right of use (see note 24.b)

5,724,008

 


Total balance of treasury shares as of June 30, 2023

25,744,524



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


d. Capital reserve

 

The capital reserve reflects the gain on the disposal of shares at market price for concession of usufruct to executives of the Company's subsidiaries, as mentioned in note No. 9.c. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributable to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 23, 2022, August 3, 2022 and February 15, 2023, there was an increase in the reserve in the amounts of R$ 651, R$ 291 and R$ 411, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 23).


 

 

06/30/2023

 

06/30/2022

Sales revenue:

 

 

 

Merchandise

61,128,894

 

70,433,609

Services rendered and others

789,112

 

597,158

Sales returns and discounts

(440,651)

 

(717,949)

Amortization of contract assets

(302,473)

 

(205,028)

Deferred revenue

2,450

 

314

 

61,177,332

 

70,108,104

Taxes on sales

(1,033,039)

 

(1,725,436)

Net revenue

60,144,293

 

68,382,668

 

 

The Company presents its costs and expenses by function in the consolidated statement of income and presents below its expenses by nature:

 

 

Parent

 

Consolidated

 

06/30/2023

 

06/30/2022

 

06/30/2023

 

06/30/2022

Raw materials and materials for use and consumption

 

 

(55,690,376)

 

(64,593,512)

Personnel expenses

(103,493)

 

(100,350)

 

(1,104,458)

 

(859,260)

Freight and storage

 

 

(728,303)

 

(618,275)

Decarbonization obligation (1)

 

 

(376,615)

 

(306,361)

Services provided by third parties

(35,099)

 

(42,885)

 

(305,428)

 

(218,591)

Depreciation and amortization

(5,092)

 

(909)

 

(402,484)

 

(359,056)

Amortization of right-of-use assets

(1,110)

 

(2,203)

 

(150,217)

 

(141,149)

Advertising and marketing

 

 

(78,525)

 

(39,781)

Extemporaneous tax credits

 

 

 

34,247

Other expenses and income, net

(30,494)

 

(20,397)

 

(220,019)

 

5,608

SSC/Holding expenses

143,582

 

161,240

 

 

Total

(31,706)

 

(5,504)

 

(59,056,425)

 

(67,096,130)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(56,759,303)

 

(65,061,125)

Selling and marketing

 

 

(1,034,750)

 

(1,049,387)

General and administrative expenses

(31,544)

 

(4,258)

 

(923,166)

 

(746,420)

Other operating income (expenses), net

(162)

 

(1,246)

 

(339,206)

 

(239,198)

Total

(31,706)

 

(5,504)

 

(59,056,425)

 

(67,096,130)

 

(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.



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

  

 

The gain or loss is determined as the difference between the selling price and residual book value of the investment, property, plant and equipment, and intangible asset. For the period ended June 30, 2023, the result was a gain of R$ 92,556 (gain of R$ 80,656 as of June 30, 2022).

   

 

 

Parent

 

Consolidated

 

06/30/2023

 

06/30/2022

 

06/30/2023

 

06/30/2022

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

26,333

 

98,180

 

216,676

 

158,321

Interest from customers

 

 

56,074

 

69,399

Changes in subscription warrants (see Note 23)

 

7,863

 

 

7,863

Selic interest on PIS/COFINS credits

 

 

44,905

 

31,308

Update of provisions and other income

24,629

 

15,225

 

59,467

 

24,151









 

50,962

 

121,268

 

377,122

 

291,042

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(43,954)

 

(98,749)

 

(657,631)

 

(722,733)

Interest on leases payable

(312)

 

(962)

 

(71,547)

 

(59,463)

Update of subscription warrants

(20,891)

 

 

(20,891)

 

Bank charges, financial transactions tax, and other taxes

(913)

 

(9,302)

 

(60,416)

 

(67,986)

Exchange variations, net of gain (loss) on hedging instruments

51

 

58,403

 

(51,295)

 

(342,465)

Update of provisions, net, and other expenses

(10,594)

 

 

(43,659)

 

(21,878)









 

(76,613)

 

(50,610)

 

(905,439)

 

(1,214,525)









Total

(25,651)

 

70,658

 

(528,317)

 

(923,483)

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

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 8.c and 23, respectively.

 

 

04/01/2023 to

06/30/2023

 

01/01/2023 to 06/30/2023

 

04/01/2022 to 06/30/2022

 

01/01/2022 to 06/30/2022

 

Total

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

213,876

 

475,941

 

389,970

 

62,897

 

452,867

 

497,875

 

407,244

 

905,119

Weighted average number of shares outstanding (in thousands)

1,095,037

 

1,095,106

 

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

Basic earnings per share - R$

0.1953

 

0.4346

 

0.3575

 

0.0576

 

0.4151

 

0.4564

 

0.3733

 

0.8297

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

213,876

 

475,941

 

389,970

 

62,897

 

452,867

 

497,875

 

407,244

 

905,119

Weighted average number of outstanding shares (in thousands), including dilution effects

1,104,110

 

1,104,379

 

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

Diluted earnings per share - R$

0.1937

 

0.4310

 

0.3555

 

0.0573

 

0.4129

 

0.4539

 

0.3713

 

0.8252

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

1,095,037

 

1,095,106

 

 

 

 

 

1,090,920

 

 

 

 

 

1,090,920

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

3,349

 

3,350

 

 

 

 

 

3,472

 

 

 

 

 

3,472

Stock plan

5,724

 

5,923

 

 

 

 

 

2,447

 

 

 

 

 

2,447

Weighted average number of shares for diluted earnings per share

1,104,110

 

1,104,379

 

 

 

 

 

1,096,839

 

 

 

 

 

1,096,839

 

Earnings per share were adjusted retrospectively by the issuance of 2,534,632 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 23.


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023


 

The Company has three relevant business segments, working in energy and logistic infrastructure: Ipiranga, Ultragaz and Ultracargo. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers. The fuel distribution segment (Ipiranga) operates the distribution and sale of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities. The storage segment (Ultracargo) operates liquid bulk terminals. The segments shown in the interim financial information are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the 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.

 

06/30/2023

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

54,278,387

5,416,947

493,843

106,219

60,295,396

(151,103)

60,144,293

Transactions with third parties

54,222,955

5,416,167

400,215

104,956

60,144,293

60,144,293

Intersegment transactions

55,432

780

93,628

1,263

151,103

(151,103)

Cost of products and services sold

(52,273,185)

(4,359,260)

(179,295)

(88,148)

(56,899,888)

140,585

(56,759,303)

Gross profit

2,005,202

1,057,687

314,548

18,071

3,395,508

(10,518)

3,384,990

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(724,437)

(303,949)

(6,208)

(156)

(1,034,750)

(1,034,750)

General and administrative

(536,071)

(147,483)

(80,780)

(169,350)

(933,684)

10,518

(923,166)

Gain (loss) on disposal of property, plant and equipment and intangible assets

83,790

6,818

325

1,623

92,556

92,556

Other operating income (expenses), net

(349,432)

8,223

1,012

991

(339,206)

(339,206)

Operating income (loss)

479,052

621,296

228,897

(148,821)

1,180,424

1,180,424

Share of profit (loss) of subsidiaries, joint ventures and associates

(3,780)

(14)

7,548

8,263

12,017

12,017

Income (loss) before financial result and income and social contribution taxes

475,272

621,282

236,445

(140,558)

1,192,441

1,192,441

Depreciation of PP&E and amortization of intangible assets

189,908

139,003

50,968

18,271

398,150

398,150

Amortization of contractual assets with customers - exclusivity rights

301,804

670

302,474

302,474

Amortization of right-of-use assets

104,739

28,267

15,963

1,248

150,217

150,217

Total depreciation and amortization

596,451

167,940

66,931

19,519

850,841

850,841

   

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

6/30/2022

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

62,375,982

5,583,420

414,206

107,663

68,481,271

(98,603)

68,382,668

Transactions with third parties

62,374,740

5,581,782

319,655

106,491

68,382,668

68,382,668

Intersegment transactions

1,242

1,638

94,551

1,172

98,603

(98,603)

Cost of products and services sold

(60,021,319)

(4,873,777)

(171,399)

(91,455)

(65,157,950)

96,825

(65,061,125)

Gross profit

2,354,663

709,643

242,807

16,208

3,323,321

(1,778)

3,321,543

Selling and marketing

(772,259)

(267,947)

(6,689)

(2,492)

(1,049,387)

(1,049,387)

General and administrative

(426,590)

(115,841)

(58,413)

(147,354)

(748,198)

1,778

(746,420)

Gain (loss) on disposal of property, plant and equipment and intangible assets

78,894

(816)

(192)

2,770

80,656

80,656

Other operating income (expenses), net

(240,279)

4,584

(1,306)

(2,197)

(239,198)

(239,198)

Operating income

994,429

329,623

176,207

(133,065)

1,367,194

1,367,194

Share of profit (loss) of subsidiaries, joint ventures and associates

1,959

23

(835)

20,077

21,224

21,224

Income (loss) before financial result and income and social contribution taxes

996,388

329,646

175,372

(112,988)

1,388,418

1,388,418

Depreciation of PP&E and amortization of intangible assets

168,755

116,587

46,729

23,524

355,595

355,595

Amortization of contractual assets with customers - exclusivity rights

204,305

723

205,028

205,028

Amortization of right-of-use assets

90,069

27,194

21,399

2,487

141,149

141,149

Total depreciation and amortization

463,129

144,504

68,128

26,011

701,772

701,772

 

(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 69,962 in 2023 (R$ 79,516 in 2022) of expenses related to Ultrapar's holding structure.

(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 venture RPR. In 2022 the Company ceased to present Abastece Aí as a separate segment, including its balance in the “Others” column.

 

06/30/2023

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

133,188

188,855

32,573

3,448

358,064

358,064

Capitalized interest and other items included in property, plant and equipment and provision for ARO

22,238

22,238

22,238

Acquisition of intangible assets

62,214

18,885

17,318

98,417

98,417

Payments of contractual assets with customers - exclusivity rights

273,378

273,378

273,378

Decarbonization credits (note 15)

379,205

-

379,205

379,205

 

06/30/2022

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

191,504

146,558

47,106

2,759

387,927

387,927

Capitalized interest and other items included in property, plant and equipment and provision for ARO

11,098

11,098

11,098

Acquisition of intangible assets

60,347

12,393

2,773

15,883

91,396

91,396

Payments of contractual assets with customers - exclusivity rights

310,972

310,972

310,972

Decarbonization credits (note 15)

449,270

449,270

449,270

 

  

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

  

06/30/2023

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

21,875,504

4,424,214

2,981,657

4,997,110

34,278,485

34,278,485

 

12/31/2022

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

23,342,826

4,281,857

3,045,407

5,770,913

36,441,003

36,441,003

 

(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. 

 

b. Geographic area information

 

The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:

 

 

06/30/2023

 

06/30/2022

Net revenue from sales and services:

 

 

 

Brazil

59,600,618

 

68,318,158

Europe

128,300

 

5,021

United States of America and Canada

370,763

 

20,076

Other Latin American countries

38,317

 

35,447

Others

6,295

 

3,966

Total

60,144,293

 

68,382,668


 

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 commodities prices, 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, lax and legal 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, Administration and Control Director and other directors to be designated by the CFO, who meet quarterly. The monthly monitoring of Policy standards is responsibility of the CFO.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

The 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, Integrity and Audit Board monitors compliance of the Policy and reports any non-compliance with the Policy to the Board of Directors.

 

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 (Company’s functional currency). 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 income and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedge 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:

 

b.1 Assets and liabilities in foreign currencies

 

06/30/2023

 

12/31/2022

Assets in foreign currency

 

 

 

Cash, cash equivalents and financial investments in foreign currency (except hedging instruments)

68,938

 

311,017

Foreign trade receivables, net of allowance for expected credit losses

26,809

 

6,131

Other receivables

692,069

 

727,057

Other assets of foreign subsidiaries

140,963

 

280,738

 

928,779

 

1,324,943





Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and discount

(5,826,226)

 

(5,213,100)

Payables arising from imports

(603,674)

 

(1,939,984)

 

(6,429,900)

 

(7,153,084)





Balance (gross) of foreign currency hedging instruments

5,053,849

 

5,274,302

Net liability position - total

(447,272)

 

(553,839)





Net (liability) asset position - effect on statement of income

(409,965)

 

(553,839)

Net liability position - effect on equity

(37,307)

 

 

b.2 Sensitivity analysis of assets and liabilities in foreign currency

 

For the base scenario, the average U.S. dollar rate of R$ 4.9151 (*) was used, based on future market curves as of June 30, 2023 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. As of June 30, 2023 the closing rate considered was R$ 4.8192.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

The table below shows the effects of the exchange rate changes on the net liability position of R$ 507,030 in foreign currency as of June 30, 2023:

 

 

Risk

Probable Scenario

Effect on statement of income

Real devaluation

(8,158)

Effect on equity

Real devaluation

(742)

 

Net effect

(8,900)




Effect on statement of income

Real appreciation

8,158

Effect on equity

Real appreciation

(742)

 

Net effect

8,900

 

(*) Average US dollar on June 30, 2023, according to benchmark rates as published by B3.

 

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 4. Fundraising primarily relates to debentures and borrowings in foreign currency, as disclosed in Note 16.

 

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

06/30/2023

 

12/31/2022

DI

 

 

 

 

Cash equivalents

4.a

5,223,553

 

5,204,766

Financial investments

4.b

93,476

 

406,683

Loans and debentures

17

(1,667,042)

 

(2,460,698)

Liability position of foreign exchange hedging instruments - DI

31.g

(5,110,005)

 

(2,651,609)

Liability position of fixed interest instruments + IPCA - DI

31.g

(3,533,195)

 

(3,416,868)

Net liability position in DI

 

(4,993,213)

 

(2,917,726)

TLP

 

 

 

 

Loans – TLP

17

(1,604)

 

Net liability position in TLP

 

(1,604)

 

Total net liability position exposed to floating interest

 

(4,994,817)

 

(2,917,726)

 

c.2 Sensitivity analysis of floating interest rate risk

 

For the sensitivity analysis of floating rate risks on June 30, 2023, the Company used the market curves of the benchmark indexes (DI and TJLP) 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.

 

 

 

06/30/2023

Exposure to floating interest

Risk

Probable Scenario

Effect on interest of cash equivalents and financial investments

Decrease in DI (i)

(287)

Effect on interest of debt in DI

Decrease in DI (i)

7,081

Effect on income of short positions in DI of debt hedging instruments

Decrease in DI (i)

50,009

Incremental revenues/(expenses)

 

56,803

 

(i) The annual base rate used was 13.65% and the sensitivity rate was 11.72% according to reference rates made available by B3, proportional to the 6 month period to sensivity analysis.


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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 4), and trade receivables (see Note 5).

 

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.

 

The credit risk of financial institutions and governments related to cash, cash equivalents, financial investments and hedging instruments based on polls as of June 30, 2023 is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

06/30/2023

 

12/31/2022

AAA

 

5,832,205

 

5,720,996

AA

 

332,235

 

809,583

A

 

2,584

 

3,457

Others (*)

 

49,377

 

50,926

Total

 

6,216,401

 

6,584,962

 

(*) Refers substantially to investments in minority interest, which are classified in long term investments.

 

d.3 Customer credit risk

 

The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The credit analysis carried out by the Company’s subsidiaries includes the evaluation of external ratings, when available, interim financial information, 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, 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.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

The Company’s subsidiaries request guarantees related to trade receivables and other receivables in specific situations to customers. The Company’s subsidiaries maintained the following allowances for expected credit losses from its trade receivables and reseller financing:

 

 

06/30/2023

 

12/31/2022

Ipiranga

389,390

 

373,514

Ultragaz

132,133

 

120,076

Ultracargo

2,411

 

2,450

Total

523,934

 

496,040

 

The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing:

 

 

06/30/2023

 

12/31/2022

 

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

0.6%

 

3,588,987

 

20,953

 

0.5%

 

4,756,388

 

22,752

Less than 30 days

8.4%

 

39,033

 

3,293

 

7.5%

 

29,817

 

2,230

31-60 days

13.3%

 

32,632

 

4,325

 

11.1%

 

22,633

 

2,516

61-90 days

8.9%

 

34,730

 

3,093

 

26.5%

 

32,522

 

8,617

91-180 days

32.1%

 

60,463

 

19,386

 

34.4%

 

58,529

 

20,159

More than 180 days

51.2%

 

923,716

 

472,884

 

50.7%

 

868,072

 

439,766

 

 

 

4,679,561

 

523,934

 

 

 

5,767,961

 

496,040

 

The information on allowance for expected credit losses balances by geographic area is as follows:

 

 

06/30/2023

 

12/31/2022

Brazil

523,922

 

495,929

United States of America and Canada

 

61

Other Latin American countries

 

31

Europe

9

 

5

Others

3

 

14

 

523,934

 

496,040

 

For further information on the allowance for expected credit losses, see Notes 5.a and 5.b.

 

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 imports, using contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.

 

The table below shows the sensitivity analysis and positions of derivative financial instruments to hedge commodity price risk as of June 30, 2023 and December 31, 2022:

 

Derivative

 

Contract

 

Notional amount (m3)

 

Notional amount (USD thousand)

 

Fair value (R$ thousand)

 

Possible scenario (∆ of 10% - R$ thousand)

 

 

Position

 

Product

 

Maturity

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

 

06/30/2023

 

12/31/2022

Term

 

Sold

 

Heating Oil

 

Nov-23

 

202,868

 

158,828

 

128,104

 

150,498

 

(12,550)

 

(52,214)

 

(67,908)

 

(124,293)

Term

 

Sold

 

RBOB

 

Sep-23

 

37,521

 

52,466

 

23,757

 

31,382

 

(3,764)

 

(15,481)

 

(15,044)

 

(33,404)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,314)

 

(67,695)

 

(82,952)

 

(157,697)

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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 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$ 2,829,150 (for quantitative information, see Note 16). As of June 30, 2023, the Company and its subsidiaries had R$ 5,715,495 in cash, cash equivalents, and short-term investments (for quantitative information, see Note 4).

 

The table below presents a summary of financial liabilities and leases payable as of June 30, 2023 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)

14,686,848

2,829,150

3,728,749

4,017,451

4,111,498

Derivative financial instruments (3)

3,809,253

2,397,597

647,758

609,305

154,593

Trade payables

3,949,858

3,949,858

Leases payable

2,381,283

403,040

565,376

359,325

1,053,542

Financial liabilities of customers

464,100

14,510

218,579

231,011

Contingent consideration

89,640

89,640

 

(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of June 30, 2023.

 

(2) Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.

 

(3) The derivative financial instruments were estimated based on the US dollar futures contracts and the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of June 30, 2023. 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 to ensure business continuity while maximizing return to shareholders by optimizing its debt and capital structure.

 

Capital structure is comprised of net debt (loans and financing, including debentures, according to note 16 and leases payable according to Note 13.b, after deduction of cash, cash equivalents and financial investments, according to note 4) and equity. 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.

 

Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.

 

The leverage ratio for the end of the period is as follows:

 

 

Consolidated

 

06/30/2023

 

12/31/2022

Debt

14,222,985

 

13,274,130

Cash, cash equivalents, and short-term investments

6,216,401

 

6,584,962

Net debt

8,006,584

 

6,689,168

Equity

12,606,661

 

12,174,968

Net debt-to-equity ratio

63.51%

 

54.94%

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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 contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:

 

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value

 

Gains (losses) 06/30/2023

 

 

 

 

Assets

Liabilities

 

 

 

 

 

June 30, 2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

53.60% of DI

 

Oct-26

 

31.h.2

 

USD 234,000

 

 

(140,483)

 

(111,700)

 

(37,307)

Foreign exchange swap

 

Financing

 

EUR + 5.13%

108.37% of DI

 

Sept-25

 

31.h.1

 

USD 331,067

 

58,291

 

(149,942)

 

(227,045)

 

Foreign exchange swap

 

Financing

 

EUR + 5.12%

111.93% of DI

 

Jan-24

 

31.h.1

 

EUR 22,480

 

 

(18,781)

 

(19,556)

 

Foreign exchange swap

 

Financing

 

JPY + 1.50%

109.40% of DI

 

Mar-25

 

31.h.1

 

JPY 12,564,393

 

 

(100,195)

 

(110,176)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.87% of DI

 

Jun-32

 

31.h.1

 

BRL 3,226,054

 

425,530

 

 

209,630

 

Interest rate swap

 

Financing

 

9.03%

102.74% of DI

 

Jun-27

 

31.h.1

 

BRL 198,791

 

2,620

 

(5,583)

 

3,523

 

Term

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Aug-23

 

31.h.1

 

USD 61,362

 

3,485

 

(20,122)

 

39,682

 

NDF

 

Firm commitments

 

BRL

USD

 

Oct-23

 

31.h.1

 

USD 89,206

 

658

 

(1,989)

 

27,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

490,584

 

(437,095)

 

(187,972)

 

(37,307)

 

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value

 

Gains (losses) 06/30/2022

 

 

 

 

Assets

Liabilities

 

 

 

 

 

06/30/2022

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 4.65%

104.85% of DI

 

Sept-23

 

31.h.1

 

USD 125,000

 

116,534

 

 

(83,502)

 

Foreign exchange swap

 

Financing

 

USD + LIBOR-3M + 1.14%

105.00% of DI

 

Jun-22

 

31.h.1

 

-

 

 

 

(21,566)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.87% of DI

 

Jun-32

 

31.h.1

 

BRL 3,226,054

 

184,185

 

(38,418)

 

10,501

 

Term

 

Financing

 

USD + 6.47%

99.94% of DI

 

Nov-24

 

31.h.1

 

BRL 90,000

 

 

(11,549)

 

(4,124)

 

NDF

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Jul-22

 

31.h.1

 

USD 162,296

 

79,947

 

 

(863,681)

 

NDF

 

Firm commitments

 

BRL

USD

 

Aug-22

 

31.h.1

 

USD 187,033

 

982

 

(8,983)

 

56,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

381,649

 

(58,950)

 

(905,763)

 

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

  

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value

 

Gains (losses) 06/30/2023

 

 

 

 

Assets

Liabilities

 

 

 

June 30, 2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

52.99% of CDI

 

Jun-29

 

USD 375,000

 

139,666

 

(56,615)

 

(196,218)

 

NDF

 

Firm commitments

 

USD

BRL

 

Oct-23

 

USD 1,199,521

 

75,995

 

(246,881)

 

(102,876)

 

Term

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Nov-23

 

USD 6,426

 

773

 

(450)

 

3,171

 

Interest rate swap

 

Financing

 

USD + 5.25%

1.36% of CDI

 

Jun-29

 

USD 300,000

 

 

(239,859)

 

15,863

 

 

 

 

 

 

 

 

 

 

 

 

216,434

 

(543,805)

 

(280,060)

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value

 

Gains (losses) 06/30/2022

 

 

 

 

Assets

Liabilities

 

 

 

06/30/2022

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

0.00%

52.5% of CDI

 

Jun-29

 

USD 300,000

 

282,199

 

 

15,337

 

NDF

 

Firm commitments

 

USD

BRL

 

Jul-23

 

USD 1,252,227

 

128,057

 

(224,599)

 

(376,338)

 

Interest rate swap

 

Financing

 

USD + 5.25%

CDI 1.36%

 

Jun-29

 

USD 300,000

 

 

(300,784)

 

(207,392)

 












 410,255
 (525,384)
 (568,393)
-

 

1 Currency as indicated.

2 Amounts, net of income tax.

 

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.

 

In 2023, the Company and its subsidiaries adopted IFRS 9 for hedge accounting and did not identify any impact on its interim financial information. The Company and its subsidiaries will discontinue hedge accounting if the hedging instrument is terminated and if the hedged item ceases to exist or the hedge ceases to qualify for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument. The voluntary removal of designation is not permitted.

 

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.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

The foreign exchange hedging instruments designated as fair value hedge are:

 

In thousands, except the DI %

06/30/2023

 

06/30/2022

Notional amount – US$

331,067

 

125,000

Result of hedging instruments - gain/(loss) - R$

(227,045)

 

(105,069)

Fair value adjustment of debt - R$

32,064

 

22,272

Financial result of the debt - R$

188,506

 

44,817

Average effective cost - DI %

108

 

105

 

 

 

 

Notional amount – EUR

22,480

 

Result of hedging instruments - gain/(loss) - R$

(19,556)

 

Fair value adjustment of debt - R$

(74)

 

Financial result of the debt - R$

7,953

 

Average effective cost - DI %

112

 

 

 

 

 

Notional amount – JPY

12,564,393

 

Result of hedging instruments - gain/(loss) - R$

(110,176)

 

Fair value adjustment of debt - R$

(4,913)

 

Financial result of the debt - R$

77,817

 

Average effective cost - DI %

109

 

 

The interest rate hedging instruments designated as fair value hedge are:

 

In thousands, except the DI %

06/30/2023

 

06/30/2022

Notional amount – R$

3,226,054

 

3,226,054

Result of hedging instruments - gain/(loss) - R$

209,630

 

10,501

Fair value adjustment of debt - R$

(196,548)

 

(604)

Financial result of the debt - R$

(220,319)

 

(198,317)

Average effective cost - DI %

102.9

 

102.9

 

In thousands, except the DI %

06/30/2023

 

06/30/2022

Notional amount – R$

198,791

 

90,000

Result of hedging instruments - gain/(loss) - R$

3,523

 

(4,124)

Fair value adjustment of debt - R$

(5,408)

 

1,630

Financial result of the debt - R$

(1,699)

 

1,257

Average effective cost - DI %

102.7

 

99.9

 

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

06/30/2023

 

06/30/2022

Notional amount – US$

147,896

 

349,329

Result of hedging instruments - gain/(loss) - R$

22,078

 

(807,070)

Notional amount – US$

24,223

 

48,898

 

For further information, see Note 16.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

h.2              Cash flow hedge

 

The Company and its subsidiaries designate as cash flow hedge, derivative instruments for protection against variations arising from exchange rate changes and for protection of notes in the foreign market.

 

As of June 30, 2023, the derivative instruments for exchange rate protection designated as cash flow hedges, referring to notes in the foreign market, totaled US$ 234,000 (0 as of December 31, 2022), an unrealized loss of R$ 24,623 as of June 30, 2023 was recognized in “Other comprehensive income” (0 as of December 31, 2022), net of deferred income and social contribution losses.


i. Classes and categories of financial instruments and their fair values

 

The fair values and the carrying amounts of the financial instruments, including foreign exchange and interest rate hedging instruments, are stated below:

 

 

 

Carrying value

 

Fair value

06/30/2023

Note

Measured at fair value through profit or loss

 

Measured at fair value through other comprehensive income

 

Measured at amortized cost

 

Level 1

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

 

91,264

 

-

 

Fixed-income securities in local currency

4a

 

 

5,223,553

 

-

 

Fixed-income securities in foreign currency

4.a

 

 

63,252

 

-

 

Financial investments

 

 

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

4.b

 

 

93,476

 

-

 

Foreign exchange, interest rate and commodity hedging instruments

4.b

744,857

 

 

 

-

744,857

 

Trade receivables

5.a

 

 

3,508,576

 

-

 

Reseller financing

5.b

 

 

1,170,985

 

-

 

Trade receivables - sale of subsidiaries

5.c

 

 

1,083,310

 

-

 

Other receivables

 

 

 

170,840

 

-

 

Total

 

744,857

 

 

11,405,256

 

-

744,857

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Financing

16.a

2,332,863

 

 

4,194,130

 

-

2,332,863

 

Debentures

16.a

4,237,014

 

 

947,074

 

-

4,237,014

 

Foreign exchange, interest rate and commodity hedging instruments

16.a

840,417

 

140,483

 

                -  

 

-

980,900

 

Trade payables

17.a

                   

 

 

2,481,385

 

-

 

Trade payables - reverse factoring

17.b

 

 

1,468,473

 

-

 

Subscription warrants – indemnification (1)

23

63,256

 

 

 

-

63,256

 

Financial liabilities of customers

 

-

 

 

387,710

 

-

 

Contingent consideration

33.a

89,640

 

 

 

-

 

89,640

Total

 

7,563,190

 

140,483

 

9,478,772

 

-

7,614,033

 

89,640

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

 

Carrying value

 

Fair value

December 31, 2022

Note

Measured at fair value through profit or loss

 

Measured at fair value through other comprehensive income

 

Measured at amortized cost

 

Level 1

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

 

111,797

 

-

 

Fixed-income securities in local currency

4.a

 

 

5,204,766

 

-

 

Fixed-income securities in foreign currency

4.a

 

 

305,206

 

-

 

Financial investments

 

 

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

4.b

406,683

 

 

 

-

406,683

 

Foreign exchange, interest rate and commodity hedging instruments

4.b

556,510

 

 

 

-

556,510

 

Trade receivables

5.a

 

 

4,533,327

 

-

 

Reseller financing

5.b

 

 

1,234,634

 

-

 

Trade receivables - sale of subsidiaries

5.c

 

 

1,096,565

 

-

 

Other receivables

 

 

 

235,586

 

-

 

Total

 

963,193

 

 

12,721,881

 

-

963,193

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Financing

16.a

1,216,341

 

 

3,973,816

 

-

1,216,341

 

Debentures

16.a

3,575,195

 

 

2,460,698

 

-

5,949,028

 

Foreign exchange, interest rate and commodity hedging instruments

16.a

524,312

 

 

                -  

 

-

524,312

 

Trade payables

17.a

 

 

4,710,952

 

-

 

Trade payables - reverse factoring

17.b

 

 

2,666,894

 

-

 

Subscription warrants – indemnification (1)

23

42,776

 

 

                -  

 

-

42,776

 

Financial liabilities of customers

 

450,586

 

 

 

450,586

 

Contingent consideration

33.a

89,640

 

 

 

-

 

89,640

Total

 

5,898,850

 

 

13,812,360

 

450,586

7,732,457

 

89,640

 

The fair value of financial instruments, including foreign exchange and interest hedging instruments, was determined as described below: 

  • The fair value of cash and banks are identical to their carrying values.

Financial investments in investment funds are valued at the fund unit value as of the date of the interim financial information, which corresponds to their fair value.

  • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.

The fair values of trade receivables, reseller financing, trade receivables – sale of subsidiaries, other receivables, trade payables and trade payables – reverse factoring approximate their carrying amounts and the Company calculates their fair value through methodologies commonly used in the market.

  • The balances of subscription warrants - indemnification were measured based on the share price of Ultrapar (UGPA3) as of the interim financial information date and are adjusted to the Company’s dividend yield, since the exercise is only possible from 2020 onwards and they are not entitled to dividends. The number of shares of subscription warrants – indemnification was also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 23).
  • The fair value calculation of notes in the foreign market of Ultrapar International is based on the quoted price in an active market (see Note 16).

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

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 interim financial information. 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 necessarily 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 4.b), (ii) loans and financing measured at fair value through profit or loss (see Note 16), (iii) guarantees to customers that have vendor arrangements (see Note 16), 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 23). 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.

 

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); and

 

(c) Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs).

 

 

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

 

(*) Contract in the process of being renewed with the appropriate body, being judicialized by favorable decision, until the public entity completes the analysis so that the new amendment is signed. 

 

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 June 30, 2023, these rates were R$ 9.22 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 June 30, 2023, there were no material pending issues regarding the minimum limits of the contract.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

a. Stella GD Intermediação de Geração Distribuída de Energia Ltda

 

On October 1, 2022, by means of subsidiary Ultragaz Comercial Ltda., the Company acquired all shares of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition marks Ultragaz's entry into the electricity segment, in line with its strategy of expanding its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, the Ultragas brand and is extensive base of industrial and residential customers.

 

Founded in 2019, Stella is a technology platform that connects renewable electric power generators and customers, in form of Distributed Generation. The company has a footprint in 12 States, has more than 11 thousand active customers and offered power of approximately 75 MWp (Mega-Watt peak).

 

The total amount paid for the company was R$ 63,000, with an initial payment of R$ 7,560. The remaining amount of the acquisition will be settled in 2027, subject to adjustments relating to Stella’s performance achievement conditions (“contingent consideration” or “earnout”).

 

The Company, based on applicable accounting standards, is determining the statement of financial position as of the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The purchase price allocation (“PPA”) will be completed in 2023.

 

The Company, supported by an independent appraisal firm, estimated the provisional amounts for the purchase price allocation and determined the provisional goodwill in the amount of R$ 99,679, based on the amount already paid on the transaction date, and the estimated fair value relating to the future payment of earnout.

 

The earnout is determined based on contractual goals set for revenue and the accounting net cash flow to be achieved in the year ending December 31, 2026. The Company estimated the fair value of this achievement based on the discounted cash flow method and projections of earnings as estimated by Management.

 

The table below summarizes the provisional balances of assets acquired and liabilities assumed on the acquisition date recognized at fair value, subject to adjustment for purchase price allocation and goodwill determination:

 

Assets

 

Cash and cash equivalents

1,586

Receivables

17

Other receivables

119

Property, plant and equipment

515

Intangible assets

902



Liabilities

 

Trade payables

14

Salaries and related charges

217

Taxes payable

9

Other payables

5,378

Goodwill based on expected future profitability

99,679

 

 

Acquisition value

97,200

 

 

Comprised by

 

Cash

7,560

Contingent consideration to be settled in cash

89,640

Total consideration

97,200

 

Net cash outflow resulting from acquisition

 

Consideration in cash

7,560

Cash and cash equivalents acquired

(1,586)

Total

5,974

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2022 is not considered relevant, as well as the contribution to the Company's results since then.


Earnout sensitivity analysis

 

The following table shows information on how the fair value of the contingent consideration was determined considering the basic assumptions used to define earnout. The sensitivity analyses as of June 30, 2023, as shown below, were determined based on possible changes of assumptions, keeping all other assumptions constant.

 

Goals

Changes in goals

Increase in liability in R$

 

Changes in goals

Decrease in liabilities in R$

Accounting net cash flow and net revenue

increase by 25.0 p.p.

33,146

 

decrease by 25.0 p.p.

26,940

  

b. NEOgás do Brasil Gas Natural Comprimido S.A.

 

On February 1, 2023, through its subsidiary Companhia Ultragaz S.A., the Company acquired all the shares of NEOgás do Brasil Gás Natural Comprimido S.A. (“NEOgás”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. The acquisition marks Ultragaz's entry into the compressed natural gas distribution segment and, in addition, NEOgás is an ideal platform to provide biomethane distribution opportunities. This transaction reinforces Ultragaz's strategy of expanding the offering of energy solutions to its industrial customers, using its capillarity, commercial strength and brand.

 

NEOgás, established in 2000, was a pioneer in the transportation of compressed natural gas (CNG) in Brazil. It is currently the market leader, operating in the industrial, vehicle and structuring projects segments in partnership with natural gas distributors. NEOgás, which distributed more than 100 million m³ in 2021, has 6 compression bases in the South and Southeast regions and 149 semi-trailers for CNG distribution.

 

The total amount of the operation is R$ 165,000 subject to the usual working capital and net debt adjustments. The purchase price comprises the difference between the transaction amount, estimated working capital and net debt adjustments and the primary contribution, made on February 1, 2023, in the amount of R$ 85,290. The initial payment for the operation was made on February 1, 2023 in the amount of R$ 64,263, and the remaining amount of the operation will be settled after compliance with the contractual clauses and was recorded under “Other payables” in the amount of R$ 28,096 to be settled up to 2029. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 12,973. The purchase price allocation (“PPA”) will be completed in 2023.

 

The table below summarizes the provisional balances of assets acquired and liabilities assumed on the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

Assets

 

Cash and cash equivalents

16,807

Receivables

14,999

Inventories

6,626

Recoverable taxes

5,384

Judicial deposits

131

Other receivables

707

 

 

Right-of-use assets, net

5,117

Property, plant and equipment, net

88,323

Intangible assets, net

63,769

 

 

Liabilities

 

Borrowings

93,991

Trade payables

17,600

Salaries and related charges

2,341

Taxes payable

860

Provision for tax, civil and labor risks

1,247

Leases payable

5,191

Other payables

3,884

 

 

Goodwill based on expected future profitability

12,973

 

 

Acquisition value

89,722

 

 

Comprised by

 

Cash

68,935

Contingent consideration to be settled

20,787

Total consideration

89,722

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

64,263

Subsequently consideration in cash

4,672

Cash and cash equivalents acquired

(16,807)

Total

52,128

 

The break down of the acquisition value, considering the working capital and net debt adjustments and primary contribution is shown below:

 

Amount of NEOgás’ purchase and sale agreement

165,000

Working capital and net debt estimated adjustments

10,012

Primary contribution

(85,290)

Acquisition value

89,722

 

The effect of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is not considered relevant, as well as the contribution to the Company's results since February 1, 2023.


For further details on the property, plant and equipment and intangible assets acquired, see respectively the notes 14 and 15, and on the provision for tax, civil and labor risks, see note 22.


 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

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 in 2021 the contracts signing described below and classified these transactions as discontinued operations.

 

a. 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, 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.

 

a.1 The results and cash flows from discontinued operations for the period ended June 30, 2022 are shown below:

 

 

 

Oxiteno

 

Extrafarma

 

Eliminations (*)

 

Ultrapar

 

06/30/2022

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services

 

2,039,287

 

1,046,448

 

(7,241)

 

 

3,078,494

Cost of products and services sold

 

(1,580,000)

 

(720,460)

 

7,241

 

 

(2,293,219)

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

459,287

 

325,988

 

 

 

785,275

 

 

 

 

 

 

 

 

 

 

 

Selling, marketing and administrative

 

(201,365)

 

(363,317)

 

 

 

(564,682)

Other operating income (expenses), net

 

10,736

 

(6,425)

 

 

289,244

 

293,555

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

268,658

 

(43,754)

 

 

289,244

 

514,148

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

 

(43,754)

 

 

289,244

 

513,917

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

23,153

 

(21,656)

 

54,431

 

 

55,928

Income (loss) before income and social contribution taxes

 

291,580

 

(65,410)

 

54,431

 

289,244

 

569,845

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

(16,924)

 

4,353

 

(18,507)

 

(209,979)

 

(241,057)

 

 

 

 

 

 

 

 

 

 

 

Net effect of cessation of depreciation (i)

 

51,372

 

27,084

 

 

 

78,456

Net income (loss) for the period

 

326,028

 

(33,973)

 

35,924

 

79,265

 

407,244

 

(*) 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.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information
For the period ended June 30, 2023

 

 

Oxiteno

 

Extrafarma

 

Eliminations

 

06/30/2022

 

 

 

 

 

 

 

 

Net cash (consumed) provided by operating activities

(81,558)

 

(59,533)

 

180,478

 

39,387

 

 

 

 

 

 

 

 

Net cash (consumed) provided by investing activities

1,011,736

 

(3,543)

 

(1,206,603)

 

(198,410)

 

 

 

 

 

 

 

 

Net cash (consumed) provided by financing activities

(1,245,754)

 

47,729

 

1,026,144

 

(171,881)

 

 

 

 

 

 

 

 

Effect of exchange rate variation on cash and cash equivalents in foreign currency

(19,315)

 

 

 

(19,315)

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

(334,891)

 

(15,347)

 

19

 

(350,219)

 

a.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$ 407,244 in 2022, classified as income from discontinued operations in the consolidated interim financial information.

 

 

a. Conclusion of the acquisition of a 50% interest in Opla by Ultracargo.

 

On April 19, 2023, Ultrapar, through its subsidiary Ultracargo Logística S.A. signed an agreement for the acquisition of a 50% interest in Opla Logística Avançada (“Opla”), held by Copersucar S.A. (“Copersucar”). The transaction closing ocurred on July 1, 2023. The amount of the transaction is R$ 237.5 million, subject to the usual working capital and net debt adjustments. Opla, established in 2017, owns the largest independent ethanol terminal in Brazil. Located in Paulínia (SP), it has a static tank capacity of 180,000 m3 and offers integrated storage and logistics solutions through rail, pipeline and road modes. Opla was jointly controlled by BP Biofuels Brazil Investments Ltd. (“BP”) and Copersucar, both with a 50% interest. With the acquisition, Ultracargo and BP become joint venturers of Opla. The acquisition of interest in Opla marks Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan.

 

b. Issuance of CRA by Ipiranga

 

In July 2023, the subsidiary IPP made its thirteenth issuance of debentures in the total amount of R$ 400,000, at a cost equivalent to 11.17% p.y. referring to series 1 and DI + 0.70% p.y. referring to series 2, with a total of 400,000 simple debentures, nonconvertible into shares, nominative, book-entry and unsecured, placed privately by Vert Companhia Securitizadora. The debentures do not have financial covenants and were subscribed to link the CRA issuance; the proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The financial settlement occurred on July 28, 2023, with the only maturity of the principal amount on July 15, 2027 and quarterly interest payments.

 

c. Settlement of trade receivables – sale of subsidiaries

 

In August 1, 2023, the Company received from Empreendimentos Pague Menos S.A. (“Pague Menos”) the amount of R$ 197,829 referring to the first subsequent installment of the subsidiary Extrafarma sale.


d. Dividends distribution

 

In August 9, 2023, the Board of Directors, in a meeting held on this date, approved the distribution of dividends in the amount of R$ 273,797,993.50, corresponding to R$ 0.25 per common share, to be paid from August 25, 2023, without remuneration or monetary update.

The base date for the right to receive the dividend (“record date”) will be August 17, 2023 in Brazil and August 21, 2023 in United States. Accordingly, shares will be traded “ex-dividends” as of August 18, 2023, both on São Paulo Stock Exchange (B3) and New York Stock Exchange (NYSE). 

The number of shares used to calculate the amount per share already considers the issuance of 8,199 shares, as decided by the Board of Directors on this date.

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São Paulo, August 9, 2023Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and logistics infrastructure through Ipiranga, Ultragaz and Ultracargo, today announces its results for the second quarter of 2023. 


Net revenues

Adjusted EBITDA1

Investments

R$ 30

billion

R$ 964
million

R$ 385
million


Net income

Cash generation from operations

Market cap

R$ 239
million

R$ 898
million

R$ 21
billion

1 Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2


Highlights

  • Continuity of the strong operating results of Ultragaz and Ultracargo.
  • Issuance of Agribusiness Receivables Certificates (tax incentive bonds – CRA) by Ipiranga in June and July, in the amount of R$ 618 million and R$ 400 million, respectively, both at a cost equivalent to 104.8% of the CDI.
  • Approval of the distribution of R$ 274 million in dividends for the 1H23, equivalent to R$ 0.25 per share.
  • Acquisition of a 50% stake in Opla approved by the Administrative Council of Economic Defense (CADE), with closing concluded on July 1, 2023.


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Considerations on the financial and operational information

In May and August 2021, the sales agreements of Extrafarma and Oxiteno were signed, respectively, according to the Material Notices disclosed at the time. On December 31st, 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 of 2022 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 June 30, 2023, 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 Resolution 156, issued by the CVM on June 23, 2022. The calculation of EBITDA based on net income is shown below:

 Quarter     Accumulated 
       
R$ million  2Q23     2Q22     1Q23    1H23   1H22
       
Net income           238.7           459.9           273.8             512.5           921.1
(+) Income and social contribution taxes             59.2           133.2               92.4             151.6           192.1
(+) Net financial (income) expenses           216.7           509.6             311.6             528.3           867.6
(+) Depreciation and amortization           279.3           288.9             269.1             548.4           651.9
(+) Net effect of cessation of depreciation                -             (13.5)                  -                    -             (78.5)
       
EBITDA          793.9         1,378.1            946.9       1,740.8         2,554.3
       
Accounting adjustments      
(+) Amortization of contractual assets with customers - exclusive rights           170.3           116.3             132.1           302.5           205.0
(+) Cash flow hedge from bonds (Oxiteno)                -                  -                  -                  -               48.1
       
Adjusted EBITDA          964.2         1,494.4         1,079.1       2,043.3         2,807.3
       
Adjusted EBITDA from continuing operations          964.2       1,189.0         1,079.1       2,043.3       2,087.9
Ultragaz            405.2           261.0             384.0           789.2           474.2
Ultracargo           161.0           129.6             142.4           303.4           243.5
Ipiranga           478.5           840.0             596.1        1,074.6        1,459.5
Holding, abastece aí and other companies           (80.5)           (42.4)             (43.5)         (124.0)           (92.9)
Eliminations                -                0.9                  -                  -                3.6
       
Adjusted EBITDA from discontinued operations                -            305.4                  -                  -            719.5
Oxiteno                -                  -                    -                  -             396.2
Extrafarma                -               17.0                  -                  -               37.6
Capital gain from the sale of Oxiteno                -             289.2                -                  -             289.2
Eliminations                -               (0.9)                  -                  -               (3.6)
       
Non-recurring items that affected EBITDA    
(-) Results from disposal of assets (Ipiranga)           (30.8)           (53.0)           (55.9)           (86.7)           (78.9)
(-) Credits and provisions (Ipiranga)                -             (32.7)                -                  -             (32.7)
(-) Extemporaneous tax credits (Oxiteno)                -                  -                  -                  -             (62.4)
(-) Capital gain from the sale of Oxiteno                -           (289.2)                -                  -           (289.2)
       
Recurring Adjusted EBITDA          933.4         1,119.5         1,023.2       1,956.6         2,344.1
       
Recurring Adjusted EBITDA from continuing operations          933.4       1,103.3       1,023.2       1,956.6       1,976.3
Ultragaz           405.2           261.0           384.0           789.2           474.2
Ultracargo           161.0           129.6           142.4           303.4           243.5
Ipiranga           447.7           754.3           540.2           987.9        1,347.9
Holding, abastece aí and other companies           (80.5)           (42.4)           (43.5)         (124.0)           (92.9)
Eliminations                -                0.9                -                  -                3.6
       
Recurring Adjusted EBITDA from discontinued operations                -              16.1                  -                  -            367.8
Oxiteno                -                  -                  -                  -             333.9
Extrafarma                -               17.0                -                  -               37.6
Eliminations                -               (0.9)                -                  -               (3.6)



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Ultrapar


Amounts in R$ million

2Q23

2Q22

1Q23

Δ

Δ

1H23

1H22

Δ

2Q23 v 2Q22

2Q23 v 1Q23

1H23 v 1H22

Net revenues

29,593

  37,425

  30,552

(21%)

(3%)

60,144

71,461

(16%)

Adjusted EBITDA

964

1,494

1,079

(35%)

(11%)

2,043

2,807

(27%)

Recurring Adjusted EBITDA1

933

1,119

1,023

(17%)

(9%)

1,957

2,344

(17%)

Recurring Adjusted EBITDA - Continuing operations

933

1,103

1,023

(15%)

(9%)

1,957

1,976

(1%)

Recurring Adjusted EBITDA - Discontinued operations

-

16

-

n/a

n/a

-

368

n/a

Depreciation and amortization²

450

405

401

11%

12%

851

857

(1%)

Financial result³

(217)

(510)

(312)

57%

30%

(528)

(916)

42%

Net income

239

460

274

(48%)

(13%)

513

921

(44%)

Investments

385

412

365

(6%)

6%

750

794

(6%)

Cash flow from operations

898

376

(711)

139%

n/a

187

(807)

n/a


¹ Non-recurring items described in the EBITDA calculation table – page 2

² Includes amortization of contractual assets with customers – exclusive rights

³ Includes the result of the cash flow hedge from bonds until 1Q22

 

Net revenues Total of R$ 29,593 million (-21% vs 2Q22 and -3% vs 1Q23), mainly due to lower revenues from Ipiranga.

Recurring Adjusted EBITDA - Continuing operations Total of R$ 933 million (-15% vs 2Q22 and -9% vs 1Q23), due to lower EBITDA at Ipiranga and higher expenses of the Holding, partially offset by higher EBITDAs of Ultragaz and Ultracargo.

Results from the Holding, abastece aí and other companies Ultrapar recorded a negative result of R$ 80 million from the Holding, abastece aí and other companies, comprised of (i) R$ 61 million of negative EBITDA with the Holding, of which R$ 13 million refer to the one-off provision for contingencies of Oxiteno, (ii) R$ 14 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, and (iii) R$ 6 million of negative EBITDA from other companies, mainly due to a worse result from Refinaria Riograndense.

Depreciation and amortization Total of R$ 450 million (+11% vs 2Q22), mainly due to higher investments made over the last 12 months and higher amortization of contractual assets at Ipiranga. Compared to 1Q23, total costs and expenses with depreciation and amortization increased 12%, mainly due to higher amortization of contractual assets at Ipiranga.

Financial result Ultrapar reported net financial expenses of R$ 217 million in 2Q23, an improvement of R$ 293 million compared to 2Q22, mainly reflecting the positive result of R$ 47 million in mark-to-market of hedges in 2Q23 compared to the negative result of R$ 272 million in 2Q22, despite the higher CDI rate. Compared to 1Q23, when net financial expenses amounted to R$ 312 million, the difference is mainly explained by better mark-to-market result of hedges.

Net income Total of R$ 239 million (-48% vs 2Q22), due to lower EBITDA from continuing operations, the capital gain from the sale of Oxiteno recorded in 2Q22 and higher costs and expenses with depreciation and amortization, despite lower net financial expenses. Compared to 1Q23, net income decreased by 13%, due to lower EBITDA from continuing operations and higher costs and expenses with depreciation and amortization, partially offset by lower net financial expenses.

Cash flow from operations Generation of R$ 898 million in 2Q23, compared to a generation of R$ 376 million in 2Q22, mainly due to lower investment in working capital in 2Q23 resulting from fuel price reductions, despite the lower EBITDA and the reduction of R$ 301 million in the draft discount balance in 2Q23.


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Ultragaz



2Q23

2Q22

1Q23

Δ

Δ

1H23

1H22

Δ

2Q23 v 2Q22

2Q23 v 1Q23

1H23 v 1H22

Total volume (000 tons)

442

425

417

4%

6%

859

824

4%

Bottled

286

281

269

2%

6%

555

545

2%

Bulk

156

144

148

8%

5%

304

279

9%

Adjusted EBITDA (R$ million)

405

261

384

55%

6%

789

474

66%

Adjusted EBITDA margin (R$/ton)

917

614

922

49%

0%

919

575

60%


 

Operational performance The volume sold by Ultragaz in 2Q23 increased 4% compared to 2Q22, as a result of the 2% growth in sales in the bottled segment, due to greater market demand, and the 8% increase in the bulk segment, due to higher sales for industries. Compared to 1Q23, the volume sold was 6% higher, reflecting the typical seasonality between periods.

Net revenues Total of R$ 2,776 million (-6% vs 2Q22), mainly due to LPG cost reductions, partially offset by higher sales volume. Compared to 1Q23, there was a 5% increase, mainly due to higher sales volume.

Cost of goods sold Total of R$ 2,231 million (-13% vs 2Q22), due to LPG cost reductions, partially offset by higher sales volume, in addition to higher costs with freight and personnel (increase in headcount, mainly due to the recent acquisitions, and collective bargaining agreement). Compared to 1Q23, cost of goods sold increased by 5%, due to higher sales volume, the acquisitions, and higher costs with freight and personnel, attenuated by LPG cost reductions.

Sales, general and administrative expenses Total of R$ 238 million (+15% vs 2Q22), reflecting higher personnel expenses (increase in headcount as a result of the recent acquisitions, in addition to collective bargaining agreement and variable compensation, aligned with the progression of results), freight (higher sales volume) and sales commissions. Compared to 1Q23, sales, general and administrative expenses increased 11%, mainly due to higher expenses with personnel and provisions for doubtful accounts.

Results from disposal of assets – Total of R$ 7 million, due to higher sales of operating assets.

Adjusted EBITDA Total of R$ 405 million (+55% vs 2Q22), due to initiatives to increase efficiency and productivity, higher sales volume with better sales mix and inflation pass-through, despite higher expenses. Compared to 1Q23, the growth was 6%, mainly due to higher sales volume, attenuated by higher expenses.

Investments R$ 89 million were invested in this quarter, directed mainly towards equipment installed in new customers in the bulk segment, acquisition and replacement of bottles, and maintenance of existing operations.


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Ultracargo


 

2Q23

2Q22

1Q23

Δ

Δ

1H23

1H22

Δ

2Q23 v 2Q22

2Q23 v 1Q23

1H23 v 1H22

Installed capacity¹ (000 m³)

955

955

955

0%

0%

955

955

0%

m³ sold (000 m³)

3,629

3,411

3,460

6%

5%

7,090

6,631

7%

Adjusted EBITDA (R$ million)

161

130

142

24%

13%

303

243

25%

Adjusted EBITDA margin (%)

63%

60%

60%

3 p.p.

2 p.p.

61%

59%

3 p.p.

Monthly average


Operational performance Ultracargo's average installed capacity remained stable over the periods. The m³ sold increased by 6% compared to 2Q22, due to increased handling of fuels in Santos and Itaqui mainly resulting from higher spot sales, and of chemicals in Aratu. Compared to 1Q23, the m³ sold increased 5%, due to higher handling of fuels in Santos, Itaqui and Aratu, partially offset by lower handling of ethanol in Suape.

Net revenues Total of R$ 257 million (+19% vs 2Q22 and +9% vs 1Q23), due to higher m³ sold, spot sales and higher tariffs.

Cost of services provided Total of R$ 92 million (+4% vs 2Q22), mainly due to higher costs with personnel (collective bargaining agreement) and maintenance. Compared to 1Q23, the cost of services provided increased by 4%, due to higher personnel costs.

Sales, general and administrative expenses Total of R$ 47 million (+37% vs 2Q22), due to higher personnel expenses (mainly higher variable compensation, aligned with the progression of results, and collective bargaining agreement) in addition to advisory and consultancy services related to expansion projects. Compared to 1Q23, sales, general and administrative expenses increased by 20%, due to higher expenses with personnel and rents.

Share of profit (loss) of subsidiaries, joint ventures and associates Total of R$ 8 million, due to the sale of Ultracargo’s stake in União Vopak.

Adjusted EBITDA Strong result of R$ 161 million (+24% vs 2Q22 and +13% vs 1Q23), reflecting higher capacity occupancy with profitability gains, higher tariffs, productivity and efficiency gains and share of profit (loss) of subsidiaries, joint ventures and associates, despite higher expenses.

Investments Investments in the period amounted to R$ 22 million, allocated mainly to projects for higher efficiency, maintenance, and operational safety of the terminals.


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Ipiranga


 

2Q23

2Q22

1Q23

Δ

Δ

1H23

1H22

Δ

2Q23 v 2Q22

2Q23 v 1Q23

1H23 v 1H22

Total volume (000 m³)

5,607

5,629

5,484

0%

2%

11,091

11,004

1%

Diesel

2,883

3,047

2,833

(5%)

2%

5,716

5,851

(2%)

Otto cycle

2,639

2,472

2,559

7%

3%

5,198

4,935

5%

Others¹

86

111

92

(23%)

(7%)

177

218

(19%)

Adjusted EBITDA (R$ million)

479

840

596

(43%)

(20%)

1,075

1,460

(26%)

Adjusted EBITDA margin (R$/m³)

85

149

109

(43%)

(21%)

97

133

(27%)

Non-recurring²

31

86

56

(64%)

(45%)

87

112

(22%)

Recurring Adjusted EBITDA (R$ million)

448

754

540

(41%)

(17%)

988

1,348

(27%)

Recurring Adjusted EBITDA margin (R$/m³)

80

134

99

(40%)

(19%)

89

122

(27%)

 1Fuel oils, arla 32, kerosene, lubricants and greases

2 Non-recurring items described in the EBITDA calculation table – page 2


Operational performance Ipiranga’s sales volume remained stable compared to 2Q22, with a 7% increase in the Otto cycle, with greater share of gasoline to the detriment of ethanol in the product mix, while diesel fell by 5%, influenced by the strategy of lower sales in the spot market during the period. Compared to 1Q23, volume grew 2%, due to the 3% increase in the Otto cycle and 2% in diesel, resulting mainly from the typical seasonality between the quarters.

Net revenues Total of R$ 26,585 million (-21% vs 2Q22), mainly due to the pass through of fuel cost reductions. Compared to 1Q23, net revenues decreased by 4%, due to the pass through of fuel cost reductions, despite the higher sales volume.

Cost of goods sold Total of R$ 25,631 million (-21% vs 2Q22), mainly due to lower fuel costs, reflecting the drop in international prices over the last 12 months. Compared to 1Q23, there was a decrease of 4%, due to lower fuel costs, despite the higher sales volume.

Sales, general and administrative expenses – Total of R$ 612 million (-5% vs 2Q22), mainly due to lower expenses with freight (reduction in the price of diesel and logistic optimization after the reduction in the vehicle fleet), despite the higher provision for doubtful accounts. Compared to 1Q23, sales, general and administrative expenses decreased by 6%, mainly due to lower expenses with contingencies and freight.

Other operating results – Total of negative R$ 211 million, a worsening of R$ 81 million compared to 2Q22, due to costs with carbon tax credits in the amount of R$ 224 million in 2Q23 (R$ 44 million higher than in 2Q22) and the constitution of R$ 33 million in extemporaneous tax credits in 2Q22. Compared to 1Q23, there was a worsening of R$ 72 million, mainly due to higher costs with carbon tax credits.

Results from disposal of assets Total of R$ 31 million (-42% vs 2Q22 and -45% vs 1Q23), due to the lower sales of real estate assets.

Recurring Adjusted EBITDA Total of R$ 448 million (-41% vs 2Q22), mainly due to more pressured margins caused by fuel cost reductions during 2Q23, with consequent inventory losses, and a worse commercial environment due to the greater offer of imported products and higher local production, compared to the increase in fuel costs and inventory gains in 2Q22, despite lower expenses. Compared to 1Q23, there was a 17% reduction, due to more pressured margins, for the same reasons mentioned above, despite higher sales volume and lower expenses.

Investments R$ 263 million were invested in the quarter, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 81 million refer to additions to fixed and intangible assets and R$ 201 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 20 million of installments from the financing granted to customers, net of releases.


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Indebtedness (R$ million)


Ultrapar consolidated

2Q23

2Q22

1Q23

Cash and cash equivalents

6,216

6,739

5,125

Gross debt

(12,692)

(13,107)

(11,801)

Leases payable

(1,531)

(1,804)

(1,583)

Net debt

(8,007)

(8,172)

(8,259)

Net debt/LTM Adjusted EBITDA¹

2.1x

2.2x

2.0x

Trade payables – reverse factoring (draft discount)

(1,468)

(2,525)

(1,770)

Financial liabilities of customers (vendor)²

(388)

(537)

(423)

Receivables from divestments (Oxiteno and Extrafarma)

1,083

708

1,098

Net debt + draft discount + vendor + receivables

(8,779)

(10,525)

(9,354)

Average cost of gross debt

105% DI

96% DI

104% DI

DI + 0.7%

DI - 0.5%

DI + 0.5%

Average cash yield (% DI)

99%

79%

96%

Average gross debt duration (years)

3.9

4.2

4.3

1LTM Adjusted EBITDA does not include Extrafarma’s impairment, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma, and extraordinary tax credits; furthermore, it does not include LTM result from Oxiteno and Extrafarma since the closing of the sales

2Vendor amounts included in the trade payables line in 2Q22


Ultrapar ended 2Q23 with a net debt of R$ 8.0 billion (2.1x LTM Adjusted EBITDA), compared to R$ 8.3 billion on March 31, 2023 (2.0x LTM Adjusted EBITDA). The reduction in the net debt compared to the position at the end of 1Q23 is mainly due to operating cash generation, even with the R$ 0.3 billion reduction of the draft discount balance in the period. The slight increase in financial leverage reflects the lower LTM EBITDA from continuing operations, despite the reduction in net debt.

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 already received in August 1st, 2023, but not yet reflected on the June 2023 balance sheet, and the second in August 2024).

Maturity profile and debt breakdown:

 

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Updates on ESG themes


As announced at the Ultra ESG Day held in March, a spreadsheet for specific tracking of the evolution of the ESG 2030 plan indicators was published on Ultrapar's Investor Relations website, along with the other financial spreadsheets.

In June, Ultrapar, Ultragaz and Ipiranga participated in the 1st edition of the ESG Energy Forum, a meeting promoted by the Brazilian Institute of Oil and Gas (IBP), which brought together specialists, CEOs and leaders from the public and private sectors in debates on policies and the ESG agenda in the energy, oil and gas sector. Representatives of the three companies participated as speakers and mediators in panels on topics such as energy transition, social impact, and diversity.

Ultragaz launched, in April, its 2022 Sustainability Report (click here to access the file, in Portuguese only) and, in June, it was recognized as a Highlight in the Oil, Gas and Chemical category of the Best of ESG award from Exame. In addition, Ultragaz received bronze medal for the performance shown in the Ecovadis platform, the main tool for evaluating sustainability practices and the value chain, and it was certified by the Socio-Environmental Certification Program (PSCA) of the Chico Mendes Institute, receiving the green seal, in recognition of the sustainability of the production process and the propellant product from the Mauá base.

Ultracargo organized a conversation round table with 50 women from neighborhoods around its operation bases, with topics on entrepreneurship, career and female empowerment. In May, Ultracargo inaugurated the first rainwater collection point at the Suape terminal, built with items that would have been destined for disposal. In June, Ultracargo participated in the Lean Summit, an event held in São Paulo for the Lean community, sharing the journey of implementing SOUL (Ultracargo Operations System), in addition to its sustainability strategy.

Ultragaz, Ultracargo and Ipiranga carried out, in May, actions to combat abuse and sexual exploitation of children and teenagers, in partnership with Childhood Brazil, such as campaigns for the internal public, with the dissemination of materials and awareness actions, in addition to face-to-face demonstrations and online awareness campaigns with partner carriers, drivers and road handling operators.

Ipiranga launched, in April, its 2022 Sustainability Report (click here to access the file) and inaugurated the first station with the new brand. The new model enables a reduction of up to 18% in the reseller's energy cost, in addition to using modular structures and other resources to reduce the disposal of solid waste in the deployment stage. In May, Ipiranga launched the campaign Amarelar é a cara da Ipiranga, in favor of strengthening traffic safety and preserving life which, in partnership with internal areas and external companies, impacted more than 10 million people. Moreover, Ipiranga won the 1st place in the Energy category of the Merco ESG Sustainability ranking, rising 28 positions compared to 2022, reaching 39th in the overall ranking. Ipiranga was also recognized among the most inclusive and diverse companies in the country, occupying the 24th position in the Ethos/Época Diversity, Equity, and Inclusion 2023 ranking.



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Capital markets


Ultrapar's combined average daily financial volume on B3 and NYSE totaled R$ 156 million/day in 2Q23 (+25% vs 2Q22). Ultrapar's shares ended the quarter quoted at R$ 18.89 on B3, an appreciation of 35% in the quarter, while the Ibovespa stock index rose by 16%. In NYSE, Ultrapar's shares appreciated 44% in the quarter, while the Dow Jones stock index appreciated 5%. Ultrapar ended 2Q23 with a market cap of R$ 21 billion.

 Capital markets

2Q23

2Q22

1Q23

1H23

1H22

Final number of shares (000)

1,115,204

1,115,152

1,115,204

1,115,204

1,115,152

Market capitalization¹ (R$ million)

21,066

13,728

15,568

21,066

13,728

B3

 

 

 

 

 

Average daily trading volume (000 shares)

8,195

7,891

6,959

7,567

7,276

Average daily financial volume (R$ 000)

134,135

105,168

90,880

112,159

99,379

Average share price (R$/share)

16.37

13.33

13.06

14.82

13.66

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

57,461

50,438

60,509

57,461

50,438

Average daily trading volume (000 ADRs)

1,353

1,480

1,596

1,474

1,388

Average daily financial volume (US$ 000)

4,434

3,938

4,043

4,239

3,730

Average share (US$/ADRs)

3.28

2.66

2.53

2.87

2.69

Total

 

 

 

 

 

Average daily trading volume (000 shares)

9,548

9,371

8,555

9,041

8,664

Average daily financial volume (R$ 000)

156,026

124,690

111,871

133,600

118,279

1Calculated on the closing share price for the period

21 ADR = 1 common share

 

UGPA3 x Ibovespa performance – 2Q23

(Mar 31, 2023 = 100)

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2Q23 Conference call

Ultrapar will host a conference call for analysts and investors on August 10, 2023 to comment on the Company’s performance in the second quarter of 2023 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: 11h00 (BRT) / 10h00 (EDT)

 

Participants in Brazil: +55 (11) 3181-8565 or +55 (11) 4090-1621

Code: Ultrapar – in Portuguese
 

Replay: +55 (11) 4118-5151 (available for seven days)

Code: 182663#

 

International participants: +1 (844) 204-8942 or +1 (412) 717-9627

Code: Ultrapar – in English

 

Replay: +55 (11) 4118-5151 (available for seven days)

Code: 336031#

 


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ULTRAPAR

CONSOLIDATED BALANCE SHEET

 

    In million of Reais    JUN 23¹     JUN 22   Continuing
operations² 
 Discontinued operations²     MAR 23¹ 
     
ASSETS
     
Cash and cash equivalents 5,378.1 4,745.1 4,707.3 37.8 4,361.8
Financial investments and derivative financial instruments 337.4 1,372.8 1,372.8 (0.0) 258.3
Trade receivables and reseller financing 3,647.8 4,547.1 4,423.9 123.2 4,266.1
Trade receivables - sale of subsidiaries 887.7 - - - 189.4
Inventories 3,686.9 6,573.3 6,010.5 562.8 3,782.5
Recoverable taxes 1,672.0 1,488.9 1,422.1 66.8 1,609.4
Prepaid expenses 135.4 152.3 143.1 9.1 173.1

Contractual assets with customers - exclusive rights

736.1 579.4 579.4 - 672.6
Other receivables 108.2 119.1 101.5 17.6 166.7
Total Current Assets   16,589.6 19,578.0 18,760.6 817.3 15,479.8
     
Financial investments and hedge derivative financial instruments 500.9 621.3 621.3 - 505.4
Trade receivables and reseller financing 507.8 513.9 513.9 - 580.9
Trade receivables - sale of subsidiaries 195.6 707.6 707.6 - 908.2
Deferred income and social contribution taxes 1,063.9 1,016.6 812.1 204.5 947.1
Recoverable taxes 2,706.7 1,352.2 1,330.6 21.7 2,608.3
Escrow deposits  969.6 875.1 871.4 3.7 967.7
Prepaid expenses 79.9 64.9 64.9 0.0 73.6

Contractual assets with customers - exclusive rights

1,506.6 1,646.2 1,646.2 - 1,582.8
Other receivables 204.3 154.3 154.3 - 182.1

Investments in subsidiaries, joint ventures and associates

121.3 117.2 117.2 - 118.3
Right-of-use assets, net 1,766.3 2,049.9 1,723.2 326.8 1,830.3
Property, plant and equipment, net 5,994.6 5,768.7 5,624.6 144.1 5,955.1
Intangible assets, net 2,071.3 1,828.4 1,751.1 77.3 2,068.3
Total Non-Current Assets   17,688.9 16,716.2 15,938.1 778.1 18,328.2
     
TOTAL ASSETS   34,278.5 36,294.2 34,698.8 1,595.4 33,808.0
     
LIABILITIES
     
Trade payables 2,481.4 4,364.9 4,156.0 208.9 2,861.0
Trade payables - reverse factoring 1,468.5 2,524.8 2,524.8 - 1,769.7
Loans, financing and derivative financial instruments 1,327.6 324.3 324.3 - 1,011.7
Debentures 1,172.0 3,382.8 3,382.8 - 725.0
Salaries and related charges 375.1 376.3 321.4 54.8 330.7
Taxes payable 381.5 534.2 515.7 18.5 364.2
Leases payable 286.1 278.8 206.6 72.2 281.9
Financial liabilities of customers  162.3 - - - 193.2
Other payables 785.3 889.2 886.4 2.8 733.5
Total Current Liabilities   8,439.7 12,675.3 12,318.1 357.3 8,271.0
     
Loans, financing and derivative financial instruments

6,180.3
5,178.4 5,178.4 0.0
6,379.4
Debentures 4,012.1 4,221.4 4,221.4 - 3,684.8
Provision for tax, civil and labor risks 1,050.1 989.7 987.7 2.0 1,066.9
Post-employment benefits 198.7 197.3 197.0 0.3 195.0
Leases payable 1,244.9 1,525.1 1,215.3 309.8 1,301.2
Financial liabilities of customers  225.4 - - - 229.9
Other payables 320.6 214.7 212.4 2.2 310.3
Total Non-Current Liabilities   13,232.1 12,326.5 12,012.2 314.3 13,167.5
     
TOTAL LIABILITIES   21,671.8 25,001.8 24,330.2 671.6 21,438.5
     
EQUITY
     
Share capital 6,621.8 5,171.8 5,171.8 - 5,171.8
Reserves 5,262.7 5,467.6 5,467.6 - 6,715.3
Treasury shares (470.5) (488.4) (488.4) - (479.7)
Others 682.6 690.3 690.3 - 484.5
Non-controlling interests in subsidiaries 510.1 451.2 451.2 - 477.7
Total Equity   12,606.7 11,292.4 11,292.4 - 12,369.5
     
TOTAL LIABILITIES AND EQUITY   34,278.5 36,294.2 35,622.6 671.6 33,808.0
                                   
Cash and cash equivalents 6,216.4 6,739.2 n/a n/a 5,125.5
Gross debt (12,692.0) (13,106.8) n/a n/a (11,800.9)
Leases payable (1,531.0) (1,803.9) n/a n/a (1,583.2)
Net cash (debt)   (8,006.6) (8,171.5) n/a n/a (8,258.5)


1 Balance sheet of Jun-23 and Mar-23 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)



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ULTRAPAR

INCOME STATEMENT


  In million of Reais     2Q23     2Q22   Continuing operations   Discontinued operations  1Q23 1H23 1H22  Continuing operations   Discontinued operations 
         
Net revenues from sales and services   29,592.5   37,425.1 36,879.4 545.8 30,551.8 60,144.3 71,461.2 68,382.7 3,078.5
Cost of products sold and services provided   (27,920.3)   (35,401.7) (35,027.5) (374.1) (28,839.0) (56,759.3) (67,354.3) (65,061.1) (2,293.2)
Gross profit   1,672.3   2,023.5 1,851.9 171.6 1,712.7 3,385.0 4,106.8 3,321.5 785.3
Operating revenues (expenses)
Selling and marketing   (523.8)   (699.0) (546.6) (152.4) (511.0) (1,034.7) (1,454.2) (1,049.4) (404.9)
General and administrative   (469.2)   (448.8) (408.2) (40.6) (453.9) (923.2) (906.3) (746.4) (159.8)
Results from disposal of assets   39.8   343.5 55.6 287.9 52.8 92.6 366.1 80.7 285.4
Other operating income (expenses), net   (206.0)   (137.7) (136.9) (0.8) (133.2) (339.2) (231.0) (239.2) 8.2
Operating income   513.0   1,081.5 815.8 265.8 667.4 1,180.4 1,881.3 1,367.2 514.1
Financial result, net    
   Financial income   186.7   210.2 209.7 0.5 190.4 377.1 321.8 291.0 30.8
   Financial expenses   (403.4)   (719.7) (708.3) (11.4) (502.0) (905.4) (1,189.4) (1,214.5) 25.1

Share of profit (loss) of subsidiaries, joint ventures and associates

  1.6   7.7 7.7 - 10.4 12.0 21.0 21.2 (0.2)

Income before income and social contribution taxes

  297.9   579.7 324.8 254.8 366.2 664.1 1,034.8 464.9 569.8
Income and social contribution taxes













   Current   (164.7)   (341.4) (85.2) (256.2) (139.7) (304.4) (588.0) (163.6) (424.3)
   Deferred   105.5   208.2 157.4 50.8 47.3 152.8 395.9 212.6 183.3

Net effect of cessation of depreciation1

  -   13.5 - 13.5 - - 78.5 - 78.5
Net income   238.7   459.9 397.0 62.9 273.8 512.5 921.1 513.9 407.2
Net income attributable to:    
    Shareholders of Ultrapar   213.9   452.9 390.0 62.9 262.1 475.9 905.1 497.9 407.2

    Non-controlling interests in subsidiaries

  24.8   7.1 7.1 - 11.8 36.6 16.0 16.0 -
Adjusted EBITDA   964.2   1,494.4 1,189.0 305.4 1,079.1 2,043.3 2,807.3 2,087.9 719.5
Non-recurring2   (30.8)   (374.9) (85.7) (289.2) (55.9) (86.7) (463.2) (111.6) (351.6)
Recurring Adjusted EBITDA   933.4   1,119.5 1,103.3 16.1 1,023.2 1,956.6 2,344.1 1,976.3 367.8
Depreciation and amortization3   449.6   405.2 365.6 39.6 401.2 850.8 857.0 699.5 157.5
Cash flow hedge from bonds   -   - - - - - 48.1 - 48.1
Total investments4   385.3   411.6 406.8 4.7 364.7 750.0 794.0 711.3 82.8
Ratios
Earnings per share (R$)   0.20 0.42 0.36 0.06 0.24 0.43 0.83 0.46 0.37
Net debt / LTM Adjusted EBITDA5   2.1x 2.2x n/a n/a 2.0x 2.1x 2.2x n/a n/a
Gross margin (%)   5.7% 5.4% 5.0% 31.4% 5.6% 5.6% 5.7% 4.9% 25.5%
Operating margin (%)   1.7% 2.9% 2.2% 48.7% 2.2% 2.0% 2.6% 2.0% 16.7%
Adjusted EBITDA margin (%)   3.3% 4.0% 3.2% 56.0% 3.5% 3.4% 3.9% 3.1% 23.4%
     Recurring Adjusted EBITDA margin (%)   3.2% 3.0% 3.0% 3.0% 3.3% 3.3% 3.3% 2.9% 11.9%
 
Number of employees 10,260 14,958 9,350 5,608 10,139 10,260 14,958 9,350 5,608

 

 1As 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 

Non-recurring items described in the EBITDA calculation table – page 2
Includes amortization with contractual assets with customers – exclusive rights

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 receipts), acquisition of shareholdings and payments of leases

LTM Adjusted EBITDA does not include Extrafarma’s impairment, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma, and extraordinary tax credits; furthermore, it does not include LTM result from Oxiteno and Extrafarma since the closing of the sales 

 


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ULTRAPAR

CASH FLOWS


 

    In million of Reais

  JAN - JUN
2023
JAN - JUN
2022





Cash flows from operating activities from continuing operations  
Net income - continuing operations
                 512.5                513.9
Adjustments to reconcile net income to cash provided (consumed) by operating activities  
Share of profit (loss) of subsidiaries, joint ventures and associates                    (12.0)                  (21.2)
Amortization of contractual assets with customers - exclusive rights                   302.5                 205.0
Amortization of right-of-use assets                   150.2                 141.1
Depreciation and amortization                   402.5                 359.1
Interest and foreign exchange rate variations                   797.4                 819.8
Current and deferred income and social contribution taxes                   151.6                  (48.9)
Gain (loss) on disposal of property, plant and equipment, intangible assets, and non-current assets                    (92.6)                  (80.7)
Equity instrument granted                     14.0                     9.6
Provision for decarbonization - CBios                   376.6                 306.4
Other provisions and others                   91.4                   43.6
   
                2,694.3             2,247.6
(Increase) decrease in assets  
Trade receivables and reseller financing                1,011.7                (523.3)
Inventories                1,234.9             (2,094.6)
Recoverable taxes                  (464.4)                (371.2)
Dividends received from subsidiaries, joint ventures and associates                       5.6                     0.1
Other assets                   107.2                (120.2)
 
Increase (decrease) in liabilities  
Trade payables and trade payables - reverse factoring               (3,445.7)                 852.0
Salaries and related charges                    (86.8)                   (8.7)
Taxes payable                     (1.9)                  (17.6)
Other liabilities                  (119.1)                 141.7
 
Acquisition of CBios                  (379.2)                (449.3)
Payments of contractual assets with customers - exclusive rights                  (273.4)                (311.0)
Payment of tax, civil and labor lawsuits                    (39.6)                  (53.3)
Income and social contribution taxes paid                    (56.6)                (138.3)
 
Net cash provided (consumed) by operating activities - continuing operations                  187.1               (846.0)
Net cash provided (consumed) by operating activities - discontinued operations                        -                    39.4
Net cash provided (consumed) by operating activities
                 187.1               (806.6)
 
Cash flows from investing activities  
Financial investments, net of redemptions                   344.0                 733.4
Acquisition of property, plant and equipment and intangible assets                  (456.5)                (479.3)
Receipt of the intercompany loan due by Oxiteno S.A to Ultrapar International                        -                3,980.7
Cash provided by disposal of investments and property, plant and equipment                   199.2              2,313.1
Transactions with discontinued operations                        -                   987.9
Net effect of capital decrease and increase in subsidiaries and joint ventures                        -                    (16.0)
Net cash consumed in subsidiaries acquisition                    (52.1)                      -  
Investment purchase and sale transactions and other assets                    (38.1)                      -  
 
Net cash provided (consumed) by investing activities - continuing operations                     (3.5)             7,519.8
Net cash provided (consumed) by investing activities - discontinued operations                        -                 (198.4)
Net cash provided (consumed) by investing activities
                    (3.5)             7,321.4
 
Cash flows from financing activities  
Loans and debentures  
Proceeds                2,511.3                 969.6
Repayments               (1,857.6)             (4,104.5)
Interest and derivatives paid                  (666.7)                (678.9)
Payments of leases                  (182.5)                (194.1)
Dividends paid                  (108.7)                (241.1)
Proceeds of financial liabilities of customers                       6.8                      -  
Payments of financial liabilities of customers                    (95.4)                      -  
Capital increase made by non-controlling interests and redemption of shares                        -                     21.6
Related parties                     (6.0)                     0.4
 
Net cash provided (consumed) by financing activities - continuing operations                 (398.9)            (4,227.0)
Net cash provided (consumed) by financing activities - discontinued operations                        -                 (171.9)
Net cash provided (consumed) by financing activities
                (398.9)            (4,398.9)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations                   (28.4)                 (19.6)
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations                        -                   (19.3)
Effect of exchange rate changes on cash and cash equivalents in foreign currency
                  (28.4)                 (38.9)
 
Increase (decrease) in cash and cash equivalents - continuing operations                 (243.7)             2,427.2
Increase (decrease) in cash and cash equivalents - discontinued operations                        -                 (350.2)
Increase (decrease) in cash and cash equivalents
                (243.7)             2,077.0
 
Cash and cash equivalents at the beginning of the period - continuing operations               5,621.8             2,280.1
Cash and cash equivalents at the beginning of the period - discontinued operations                        -                  388.0
Cash and cash equivalents at the beginning of the period
              5,621.8             2,668.1
 
Cash and cash equivalents at the end of the period - continuing operations               5,378.1             4,707.3
Cash and cash equivalents at the end of the period - discontinued operations                        -                    37.8
Cash and cash equivalents at the end of the period
              5,378.1             4,745.1
 
Non-cash transactions:
Addition on right-to-use assets and leases payable                 168.0                 252.2
Addition on contractual assets with customers - exclusive rights                   66.3                   40.6
Transfer between trade receivables and other assets                   25.4                      -  
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition                     0.4                     0.7

Acquisition of property, plant and equipment and intangible assets without cash effect
30.8
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ULTRAGAZ

CONSOLIDATED BALANCE SHEET


 In million of Reais     JUN 23   JUN 22     MAR 23 
     
OPERATING ASSETS
Trade receivables               560.0             569.6             547.3
Non-current trade receivables                  5.8               18.8               13.6
Inventories               186.9             199.2             164.7
Taxes               175.5             100.8             271.5
Escrow deposits               248.8             207.6             250.8
Other               120.7               84.5             124.2
Right-of-use assets               149.6             124.6             164.2
Property, plant and equipment / Intangibles            1,650.2          1,245.4          1,619.4
             
TOTAL OPERATING ASSETS           3,097.5         2,550.4           3,155.7
         
OPERATING LIABILITIES
Trade payables               233.5             166.0             217.7
Salaries and related charges               114.5               89.9               92.8
Taxes                  7.7               16.5               14.9
Judicial provisions               135.8             125.2             136.5
Leases payable               187.6             162.3             202.3
Other                 67.5               83.7               82.2
         
TOTAL OPERATING LIABILITIES              746.7            643.6              746.5


CONSOLIDATED INCOME STATEMENT


 In million of Reais     2Q23     2Q22     1Q23    1H23   1H22
           
Net revenues           2,776.3           2,944.2           2,640.7           5,416.9           5,583.4
Cost of products sold           (2,230.7)           (2,550.8)           (2,128.6)           (4,359.3)           (4,873.8)
Gross profit              545.6              393.4              512.1           1,057.7              709.6
Operating expenses          
Selling and marketing             (162.6)             (144.8)             (141.3)             (303.9)             (267.9)
General and administrative               (75.2)               (61.1)               (72.3)             (147.5)             (115.8)
Results from disposal of assets                  7.0                 (0.1)                 (0.2)                  6.8                 (0.8)
Other operating income (expenses), net                  2.1                  0.3                  6.1                  8.2                  4.6
Operating income              317.0              187.6              304.3              621.3              329.6

Share of profit (loss) of subsidiaries, joint ventures and associates

                (0.0)                  0.0                 (0.0)                 (0.0)                  0.0
Adjusted EBITDA              405.2              261.0              384.0              789.2              474.2
Depreciation and amortization¹                 88.3                 73.4                 79.7               167.9               144.5
Ratios
Gross margin (R$/ton)               1,235                  925               1,229               1,232                  861
Operating margin (R$/ton)                  717                  441                  730                  724                  400
Adjusted EBITDA margin (R$/ton)                  917                  614                  922                  919                  575
                     
Number of employees            3,840            3,420            3,821            3,840              3,420

 

1Includes amortization with contractual assets with customers - exclusive rights



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ULTRACARGO

CONSOLIDATED BALANCE SHEET


 In million of Reais     JUN 23     JUN 22     MAR 23 
   
OPERATING ASSETS
Trade receivables                 28.0               19.5               22.1
Inventories                 10.5                9.7               10.3
Taxes                  7.4               13.6                7.3
Other                 90.9               39.2               81.7
Right-of-use assets               631.9             580.1             649.9
Property, plant and equipment / Intangibles / Investments            1,784.3          1,710.5          1,780.9







TOTAL OPERATING ASSETS           2,553.0           2,372.7           2,552.2
 
OPERATING LIABILITIES
Trade payables                 43.4               48.2               40.4
Salaries and related charges                 44.1               37.6               38.8
Taxes                  5.3                8.8                7.7
Judicial provisions                  9.4                9.5                9.7
Leases payable               584.7             514.4             594.2
Other¹                 53.2               72.1               58.1







TOTAL OPERATING LIABILITIES              740.2              690.5              748.9

 

1 Includes the long term obligations with clients account


CONSOLIDATED INCOME STATEMENT


 In million of Reais     2Q23     2Q22     1Q23    1H23   1H22
       
Net revenues              257.4              216.8              236.5              493.8              414.2
Cost of services provided               (91.6)               (87.7)               (87.7)             (179.3)             (171.4)
Gross profit              165.8              129.1              148.8              314.5              242.8
Operating expenses          
Selling and marketing                 (2.6)                 (2.8)                 (3.6)                 (6.2)                 (6.7)
General and administrative               (44.8)               (31.8)               (36.0)               (80.8)               (58.4)
Results from disposal of assets                  0.4                 (0.1)                 (0.1)                  0.3                 (0.2)
Other operating income (expenses), net                  1.2                 (0.1)                 (0.2)                  1.0                 (1.3)
Operating income              119.9                94.3              109.0              228.9              176.2

Share of profit (loss) of subsidiaries, joint ventures and associates

                 7.9                 (0.3)                 (0.3)                  7.5                 (0.8)
Adjusted EBITDA              161.0              129.6              142.4              303.4              243.5
Depreciation and amortization                 33.2                 35.6                 33.7                 66.9                 68.1
Ratios  
Gross margin (%)   64.4% 59.6% 62.9%   63.7% 58.6%
Operating margin (%)   46.6% 43.5% 46.1%   46.4% 42.5%
Adjusted EBITDA margin (%)   62.6% 59.8% 60.2%   61.4% 58.8%











Number of employees 
839
864
834
839
864


 

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IPIRANGA

CONSOLIDATED BALANCE SHEET

 

 In million of Reais     JUN 23   JUN 22     MAR 23 
   
OPERATING ASSETS
Trade receivables             3,033.7             3,855.9             3,734.1
Non-current trade receivables                513.5                495.1                567.3
Inventories             3,487.5             5,800.0             3,605.3
Taxes             3,794.5             2,214.2             3,451.1
Contractual assets with customers - exclusive rights             2,240.8             2,222.1             2,203.6
Other                561.0                491.6                630.0
Right-of-use assets                978.1             1,011.6             1,009.7
Property, plant and equipment / Intangibles / Investments             4,321.1             4,114.7             4,308.1
       
TOTAL OPERATING ASSETS           18,930.1         20,205.2           19,509.2
     
OPERATING LIABILITIES  
Trade payables             3,638.1             6,401.7             4,332.0
Salaries and related charges                159.5                138.2                142.2
Post-employment benefits                212.1                210.5                208.7
Taxes                176.4                176.2                170.8
Judicial provisions                315.5                305.0                362.7
Leases payable                751.0                737.5                779.2
Other             1,036.9                483.3             1,063.9
TOTAL OPERATING LIABILITIES             6,289.7           8,452.4             7,059.6


CONSOLIDATED INCOME STATEMENT


 In million of Reais     2Q23     2Q22     1Q23    1H23   1H22
           
Net revenues           26,585.1           33,706.0           27,693.3           54,278.4           62,376.0
Cost of products sold and services provided          (25,631.1)        (32,391.5)        (26,642.1)        (52,273.2)        (60,021.3)
Gross profit               954.0             1,314.5             1,051.2             2,005.2             2,354.7
Operating expenses  
Selling and marketing              (358.5)            (398.2)            (366.0)            (724.4)            (772.3)
General and administrative              (253.4)            (247.7)            (282.7)            (536.1)            (426.6)
Results from disposal of assets                 30.8               53.0               55.9               86.7               78.9
Other operating income (expenses), net              (210.5)            (129.9)            (138.9)            (349.4)            (240.3)
Operating income               162.5               591.7               319.5               482.0               994.4

Share of profit (loss) of subsidiaries, joint ventures and associates

                 (1.9)                 0.8                (1.9)                (3.8)                 2.0
Adjusted EBITDA               478.5               840.0               596.1             1,074.6             1,459.5
Non-recurring¹                (30.8)              (85.7)              (55.9)              (86.7)            (111.6)
Recurring Adjusted EBITDA               447.7               754.3               540.2               987.9             1,347.9
Depreciation and amortization²                317.9              247.5              278.6              596.5              463.1
Ratios
   Gross margin (R$/m³)                  170                234                  192                181                214
   Operating margin (R$/m³)                    29                105                  58                  43                  90
   Adjusted EBITDA margin (R$/m³)                    85                149                109                  97                133
   Recurring Adjusted EBITDA margin (R$/m³)                    80                134                  99                  89                122
                     
Number of service stations             6,281             7,010             6,526             6,281             7,010
Number of employees             4,809             4,363             4,753             4,809             4,363


1 Non-recurring items described in the EBITDA calculation table – page 2

2 Includes amortization with contractual assets with customers - exclusive rights 

 


 

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

August 9, 2023, at 10:00 a.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, Ms. Denize Sampaio Bicudo; (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. Décio de Sampaio Amaral, Leonardo Remião Linden and Tabajara Bertelli Costa; and the President of the Fiscal Council, Mr. Flavio Cesar Maia Luz

 

Matters discussed and resolutions:


1.

After having analyzed and discussed the performance of the Company in the second quarter of the current fiscal year, the respective financial statements were approved.

2. “Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the fiscal year of 2023, the Board of Directors approved the distribution of interim dividends in the total amount of R$ 273,797,993.50 (two hundred and seventy-three million, seven hundred and ninety-seven thousand, nine hundred and ninety-three Reais and fifty cents of Real). The holders of common shares of the Company are entitled to receive R$ 0.25 (twenty-five cents of Real) per share, excluding the shares held in the treasury account at this date.
3. It has also been determined that dividends declared herein will be paid as of August 25, 2023 onwards, with no remuneration or monetary adjustment. The record date to establish the right to receive the approved dividends will be August 17, 2023 in Brazil and August 21, 2023 in the United States of America. The shares of the Company will be traded “ex-dividend” on both the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) and the New York Stock Exchange (NYSE) from August 18, 2023 onwards.
4. The members of the Board of Directors of the Company confirmed the issuance of 8,199 (eight thousand, one hundred and ninety-nine) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A. by the Company, approved on the Extraordinary General Shareholders’ Meeting held on January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares’ subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company. The Company’s capital stock will be represented by 1,115,212,490 (one billion, one hundred and fifteen million, two hundred and twelve thousand, four hundred and ninety) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company’s Bylaws to reflect the new number of shares in which the capital stock of the Company is divided shall be subject to a resolution of the Extraordinary General Shareholders’ Meeting, to be called in due course.

 

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 the Board members present.


98

 


 

Jorge Marques de Toledo Camargo Chairman

 

Marcos Marinho Lutz Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Fabio Venturelli

 

Flávia Buarque de Almeida

 

Francisco de Sá Neto

 

José Mauricio Pereira Coelho

 

Marcelo Faria de Lima

 

Peter Paul Lorenço Estermann

 

Denize Sampaio Bicudo Secretary of the Board of Directors

 

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ULTRAPAR PARTICIPAÇÕES S.A.

NOTICE TO SHAREHOLDERS

Distribution of dividends

 


São Paulo, August 9, 2023 – Ultrapar Participações S.A. informs that the Board of Directors, at the meeting held today, approved the distribution of dividends in the amount of R$ 273,797,993.50, equivalent to R$ 0.25 per common share, to be paid from August 25, 2023 onwards, without remuneration or monetary adjustment.

 

The record date that establishes the right to receive the dividend will be August 17, 2023 in Brazil, and August 21, 2023 in the United States. Therefore, from August 18, 2023 onwards, the shares will be traded "ex-dividend" on both the São Paulo Stock Exchange (B3) and the New York Stock Exchange (NYSE).

 

The number of shares considered to calculate the dividend per share considers the issuance of 8,199 common shares, that was approved by the Board of Directors on this date.

 


Rodrigo de Almeida Pizzinatto

Chief Financial and Investor Relations Officer

Ultrapar Participações S.A.


 

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: August 9, 2023

 


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer

                                                       

(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended June 30, 2023 and Report on Review of Interim Financial Information, 2Q23 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on August 9, 2023, Notice to shareholders)