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 February, 2022

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ____X____                                                         Form 40-F ________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes ________                                                                       No ____X____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes ________                                                                       No ____X____

 



 


 

 

 

 

(Convenience Translation into English from

the Original Previously Issued in Portuguese)

 

 

Ultrapar Participações S.A.

 

 

Financial Statements for the Year

Ended December 31, 2021 and

Independent Auditor’s Report in the Individual and Consolidated Financial Statements

 

 

KPMG Auditores Independentes

 

              

 

 

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

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KPMG Auditores Independentes Ltda.

Rua Arquiteto Olavo Redig de Campos, 105, 6º andar - Torre A

04711-904 - São Paulo/SP - Brasil

Caixa Postal 79518 - CEP 04707-970 - São Paulo/SP - Brasil

Telefone +55 (11) 3940-1500

kpmg.com.br

 

 


To the Shareholders of the

Ultrapar Participações S.A.

São Paulo - SP


Opinion


We have audited the individual and consolidated financial statements of Ultrapar Participações S.A. (“the Company”), respectively referred to as Parent and Consolidated, which comprise the statement of financial position as at December 31, 2021, the statements of income and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of the Ultrapar Participações S.A. as at December 31, 2021, and of its individual and consolidated financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements included in the Accountant Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matter is those matter that, in our professional judgment, were of most significance in our audit of the current period. This matter was addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.


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Realization of deferred tax assets


As of December 31, 2021, the individual and consolidated financial statements include deferred tax asset amounts equivalent to R$ 571,755, of which R$ 423,410 are related to temporary differences and R$ 148,345 thousand are related to tax losses, considered recoverable based on the generation of future taxable profits.


Estimates of future taxable income generation include the use of assumptions, judgments and estimates on cash flows, such as revenue growth rates, estimates of cost and expense growth, and contribution margin, which involve high degree of complexity and judgments that impact the expectation of realization of deferred tax assets in the coming years. Therefore, we consider this matter to be significant for our audit.


Our Response

Our audit procedures included, among others:

  • Evaluation of the design, implementation and effectiveness of the internal control of financial projections related to the realization of the registered deferred taxes.
  • Within the involvement of our corporate finance specialists, for the assumptions and data used by the Company in preparing the study of future taxable profits considering the projections of future cash flows. Also to assess the accuracy of the recorded balances.
  • Comparison of the budgets approved in the previous year with the actual values ​​calculated in the current year.
  • Assessment whether the disclosures in the individual and consolidated financial statements consider all relevant information regarding deferred tax assets.

As a result of the evidence obtained through the audit procedures summarized above, we consider that the amount of deferred tax assets recorded and the respective disclosures are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Other matters - Statements of value added

The individual and consolidated statements of value added (DVA) for the year ended December 31, 2021 prepared under the responsibility of the Company’s management, and presented herein as supplementary information for IFRS purposes, have been subject to audit procedures jointly performed with the audit of the Company's financial statements.  In order to form our opinion, we assessed whether those statements are reconciled with the financial statements and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the Technical Pronouncement 09 (CPC 09) - Statement of Value Added. In our opinion, the statements of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement and are consistent with the overall individual and consolidated financial statements.

Other information accompanying the individual and consolidated financial statements and the auditor's report

Management is responsible for the other information comprising the management report. 

Our opinion on the individual and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.      

 

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Responsibilities of Management and Those Charged with Governance for the Individual and Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and subsidiaries financial reporting process.

Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and international standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and subsidiaries to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.  We remain solely responsible for our audit opinion.

 

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matter. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

São Paulo, February 23, 2022

 

KPMG Auditores Independentes Ltda.

CRC 2SP014428/O-6

Original report in Portuguese signed by

Márcio Serpejante Peppe

Accountant CRC 1SP233011/O-8



Ultrapar Participações S.A. and Subsidiaries

As of December 31, 2021 and 2020

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

5.a

21,533

 

948,649

 

2,280,074

 

2,661,494

Financial investments and hedging instruments

5.b

142,065

 

88,100

 

1,804,122

 

5,033,258

Trade receivables

6.a

-

 

-

 

3,375,246

 

3,318,927

Reseller financing

6.b

-

 

-

 

582,562

 

549,129

Inventories

7

-

 

-

 

3,918,772

 

3,846,196

Recoverable taxes

8.a

862

 

154

 

1,061,227

 

1,044,850

Recoverable income and social contribution taxes

8.b

56,499

 

47,913

 

291,833

 

366,080

Dividends receivable

 

146,490

 

150,301

 

147

 

1,152

Other receivables

 

105,513

 

58,300

 

56,205

 

56,955

Prepaid expenses

11

7,548

 

3,684

 

98,024

 

132,122

Contractual assets with customers – exclusive rights

12

-

 

-

 

555,052

 

478,908

 

 

480,510

 

1,297,101

 

14,023,264

 

17,489,071

Assets from subsidiaries held for sale

3.c.1

2,681,730

 

-

 

11,000,917

 

-

Total current assets

 

3,162,240

 

1,297,101

 

25,024,181

 

17,489,071

Non-current assets

 

 

 

 

 

 

 

 

Financial investments and hedging instruments

5.b

-

 

-

 

379,277

 

977,408

Trade receivables

6.a

-

 

-

 

63,749

 

72,195

Reseller financing

6.b

-

 

-

 

415,472

 

419,255

Related parties

9.a

406,787

 

753,459

 

490

 

2,824

Deferred income and social contribution taxes

10.a

72,402

 

64,993

 

571,755

 

974,711

Recoverable taxes

8.a

-

 

-

 

1,046,798

 

1,474,808

Recoverable income and social contribution taxes

8.b

23,483

 

39,446

 

155,358

 

261,205

Escrow deposits

23.a

18

 

2

 

871,261

 

949,796

Indemnification asset – business combination

23.c

-

 

-

 

120,991

 

204,439

Other receivables

 

-

 

-

 

29,748

 

20,238

Prepaid expenses

11

1,748

 

3,888

 

71,368

 

70,507

Contractual assets with customers – exclusive rights

12

-

 

-

 

1,524,174

 

1,227,423

 

 

504,438

 

861,788

 

5,250,441

 

6,654,809

Investments

 

 

 

 

 

 

 

 

In subsidiaries

13.a

8,266,396

 

10,530,177

 

-

 

-

In joint ventures

13.a; 13.b

-

 

-

 

71,389

 

139,100

In associates

13.c

-

 

-

 

7,176

 

25,588

Others

 

-

 

-

 

28

 

2,793

 

 

8,266,396

 

10,530,177

 

78,593

 

167,481

Right-of-use assets

14

35,304

 

35,062

 

1,651,295

 

2,150,286

Property, plant, and equipment

15

16,006

 

14,328

 

5,534,591

 

8,005,860

Intangible assets

16

252,585

 

254,242

 

1,471,256

 

1,782,655

Total non-current assets

 

9,074,729

 

11,695,597

 

13,986,176

 

18,761,091

Total assets

 

12,236,969

 

12,992,698

 

39,010,357

 

36,250,162


The accompanying notes are an integral part of the financial statements.



Ultrapar Participações S.A. and Subsidiaries

Statements of Financial Position

As of December 31, 2021 and 2020

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

17

-

 

1,038,499

 

618,327

 

2,306,036

Debentures

17.f

39,333

 

9,996

 

2,247,724

 

949,908

Trade payables

18.a

26,882

 

16,870

 

3,670,895

 

2,745,019

Trade payables – reverse factoring

18.b

-

 

-

 

2,119,059

 

1,295,633

Salaries and related charges

19

55,477

 

42,400

 

330,103

 

468,630

Taxes payable

20

1,096

 

812

 

229,176

 

286,014

Dividends payable

26.h

193,564

 

439,094

 

202,860

 

442,133

Income and social contribution taxes payable

 

-

 

4,264

 

196,348

 

169,317

Post-employment benefits

21.b

237

 

-

 

21,082

 

27,077

Provision for asset retirement obligation

22

-

 

-

 

4,632

 

4,267

Provision for tax, civil, and labor risks

23.a

-

 

-

 

119,942

 

43,660

Leases payable

14

6,129

 

4,688

 

188,832

 

260,189

Other payables

 

8,612

 

10,157

 

144,204

 

224,676

Deferred revenue

24

-

 

-

 

5,625

 

18,282

 

 

331,330

 

1,566,780

 

10,098,809

 

9,240,841

Liabilities from subsidiaries held for sale

3.c.1

-

 

-

 

2,541,421

 

-

Total current liabilities

 

331,330

 

1,566,780

 

12,640,230

 

9,240,841

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

17

-

 

-

 

8,672,547

 

8,526,064

Debentures

17.f

1,724,866

 

1,724,117

 

4,839,045

 

5,594,208

Related parties

9.a

4,674

 

5,272

 

3,534

 

3,711

Deferred income and social contribution taxes

10.a

-

 

-

 

282

 

12,732

Post-employment benefits

21.b

2,000

 

2,527

 

194,637

 

257,647

Provision for asset retirement obligation

22

-

 

-

 

52,079

 

49,168

Provision for tax, civil, and labor risks

23.a; 23.c

250

 

280

 

812,243

 

854,385

Leases payable

14

32,893

 

33,246

 

1,159,479

 

1,573,099

Subscription warrants – indemnification

25

51,296

 

86,439

 

51,296

 

86,439

Provision for liabilities of subsidiaries and joint ventures

13.a; 13.b

14,199

 

35,794

 

-

 

2,096

Other payables

 

8,540

 

4,497

 

115,745

 

139,507

Total non-current liabilities

 

1,838,718

 

1,892,172

 

15,900,887

 

17,099,056

Equity

 

 

 

 

 

 

 

 

Share capital

26.a; 26.f

5,171,752

 

5,171,752

 

5,171,752

 

5,171,752

Equity instrument granted

26.b

34,043

 

22,404

 

34,043

 

22,404

Capital reserve

26.d

596,481

 

594,049

 

596,481

 

594,049

Treasury shares

26.c

(488,425)

 

(489,068)

 

(488,425)

 

(489,068)

Revaluation reserve on subsidiaries

26.e

4,154

 

4,337

 

4,154

 

4,337

Profit reserves

26.f

4,866,409

 

4,408,275

 

4,866,409

 

4,408,275

Valuation adjustments

26.g.1

(422,138)

 

(464,990)

 

(422,138)

 

(464,990)

Cumulative translation adjustments

26.g.2

304,645

 

231,596

 

304,645

 

231,596

Additional dividends to the minimum mandatory dividends

26.h

-

 

55,391

 

-

 

55,391

Equity attributable to:

 

 

 

 

 

 

 

 

Shareholders of the Company

 

10,066,921

 

9,533,746

 

10,066,921

 

9,533,746

Non-controlling interests in subsidiaries

 

-

 

-

 

402,319

 

376,519

Total equity

 

10,066,921

 

9,533,746

 

10,469,240

 

9,910,265

Total liabilities and equity

 

12,236,969

 

12,992,698

 

39,010,357

 

36,250,162

 

The accompanying notes are an integral part of the financial statements.



Ultrapar Participações S.A. and Subsidiaries

For the years ended December 31, 2021 and 2020

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

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Continuing operations

 

 

 

Restated

 

 

 

Restated

Net revenue from sales and services

27

-

 

-

 

109,732,842

 

74,058,056

Cost of products and services sold

28

-

 

-

 

(104,827,966)

 

(70,056,447)

Gross profit

 

-

 

-

 

4,904,876

 

4,001,609

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

28

-

 

-

 

(1,934,789)

 

(1,595,871)

Reversion (loss) allowance for expected credit losses

 

-

 

-

 

3,123

 

(15,281)

General and administrative

28

(24,927)

 

-

 

(1,466,551)

 

(993,986)

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

29

124

 

-

 

184,189

 

85,455

Other operating income

30

1,900

 

2,186

 

445,836

 

321,385

Other operating expenses

30

(207)

 

(431)

 

(349,670)

 

(257,351)

Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates

 

(23,110)

 

1,755

 

1,787,014

 

1,545,960

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

13

828,972

 

669,933

 

(17,634)

 

(44,031)

Operating income before finance income (expenses) and income and social contribution taxes

 

805,862

 

671,688

 

1,769,380

 

1,501,929

Finance income

31

68,314

 

43,022

 

460,154

 

357,666

Finance expenses

31

(99,692)

 

(120,907)

 

(1,222,886)

 

(908,014)

Financial result, net

31

(31,378)

 

(77,885)

 

(762,732)

 

(550,348)

Profit before income and social contribution taxes

 

774,484

 

593,803

 

1,006,648

 

951,581

Income and social contribution taxes

 

 

 

 

 

 

 

 

Current

10.b; 10.c

3,022

 

(4,299)

 

(430,280)

 

(538,761)

Deferred

10.b

7,693

 

23,246

 

242,246

 

234,244

 

 

10,715

 

18,947

 

(188,034)

 

(304,517)

Profit from continuing operations

 

785,199

 

612,750

 

818,614

 

647,064

Discontinued operations

 

 

 

 

 

 

 

 

Profit (loss) from discontinued operations

3.c.2

65,264

 

280,633

 

65,264

 

280,633

Profit for the year

 

850,463

 

893,383

 

883,878

 

927,697

Income attributable to:

 

 

 

 

 

 

 

 

    Shareholders of the Ultrapar

 

850,463

 

893,383

 

850,463

 

893,383

    Non-controlling interests in subsidiaries

 

-

 

-

 

33,415

 

34,314

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

 

 

 

 

 

 

 

 

    Basic

32

0.7200

 

0.5625

 

0.7200

 

0.5625

Diluted

32

0.7158

 

0.5592

 

0.7158

 

0.5592

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

 

 

 

 

 

 

 

 

Basic

32

0.0598

 

0.2576

 

0.0598

 

0.2576

Diluted

32

0.0595

 

0.2561

 

0.0595

 

0.2561

 

The accompanying notes are an integral part of the financial statements.



Ultrapar Participações S.A. and Subsidiaries

For the years ended December 31, 2021 and 2020

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Net income for the year

 

850,463

 

893,383

 

883,878

 

927,697

Items that are subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net of taxes

26.g.1

(147)

 

126

 

(147)

 

126

Fair value adjustments of financial instruments of subsidiaries, net of taxes

13.a; 26.g.1

7,352

 

(313,397)

 

7,322

 

(313,397)

Fair value adjustments of financial instruments of joint ventures, net of taxes

13.a; 26.g.1

99

 

190

 

99

 

190

Cumulative translation adjustments and hedge of net investments in foreign operations, net of taxes

13.a; 26.g.2

73,049

 

129,169

 

73,049

 

129,169

Items that are not subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Actuarial gain of post-employment benefits, net of taxes

26.g.1

552

 

156

 

552

 

156

Actuarial gain (losses) of post-employment benefits of subsidiaries, net of taxes

13.a; 26.g.1

29,273

 

(6,623)

 

40,335

 

(17,918)

Actuarial gain of post-employment benefits of joint ventures, net of taxes

13.a; 26.g.1

5,723

 

875

 

5,723

 

875

Total comprehensive income for the year

 

966,364

 

703,879

 

1,010,811

 

726,898

Total comprehensive income for the year attributable to shareholders of the Ultrapar

 

966,364

 

703,879

 

966,364

 

703,879

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

 

-

 

-

 

44,447

 

23,019

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries 

For the years ended December 31, 2021 and 2020   

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

                           

 

 

 

 

 

 

 

 

 

Profit reserve

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

Equity instrument granted

Capital reserve

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

Investments statutory reserve

 

Valuation adjustments

 

Cumulative translation adjustments

Retained earnings

 

Additional dividends to

the minimum mandatory dividends

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated equity

Balance as of December 31, 2020

 

5,171,752

22,404

594,049

(489,068)

 

4,337

 

750,010

3,658,265

 

(464,990)

 

231,596

 

55,391

9,533,746

 

376,519

 

9,910,265

Net income for the year

 

-

-

-

-

 

-

 

-

-

 

-

 

-

850,463

 

-

850,463

 

33,415

 

883,878

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for financial instruments, net of income taxes:

13.a; 26.g.1

-

-

-

-

 

-

 

-

-

 

7,304

 

-

-

 

-

7,304

 

(30)

 

7,274

Actuarial gain of post-employment benefits, net of income taxes

13.a; 26.g.1

-

-

-

-

 

-

 

-

-

 

35,548

 

-

-

 

-

35,548

 

11,062

 

46,610

Currency translation of foreign subsidiaries and the effect of net investments hedge, net of income taxes

13.a; 26.g.2

-

-

-

-

 

-

 

-

-

 

-

 

73,049

-

 

-

73,049

 

-

 

73,049

Total comprehensive income for the year

 

-

-

-

-

 

-

 

-

-

 

42,852

 

73,049

850,463

 

-

966,364

 

44,447

 

1,010,811

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

26.d

-

-

1,819

-

 

-

 

-

-

 

-

 

-

-

 

-

1,819

 

-

 

1,819

Equity instrument granted

26.b

-

8,008

613

643

 

-

 

-

-

 

-

 

-

-

 

-

9,264

 

-

 

9,264

Equity instrument granted of subsidiaries

13.a; 26.b

-

3,631

-

-

 

-

 

-

-

 

-

 

-

-

 

-

3,631

 

-

 

3,631

Realization of revaluation reserve of subsidiaries

26.e

-

-

-

-

 

(183)

 

-

-

 

-

 

-

183

 

-

-

 

-

 

-

Prescribed dividends

 

-

-

-

-

 

-

 

-

-

 

-

 

-

10,487

 

-

10,487

 

1,329

 

11,816

Gains due to the payments fixed dividends to preferred shares of subsidiaries

 

-

-

-

-

 

-

 

-

-

 

-

 

-

971

 

-

971

 

(971)

 

-

Shareholder transaction – changes of investments

 

-

-

-

-

 

-

 

-

11,641

 

-

 

-

(11,641)

 

-

-

 

-

 

-

Dividends attributable to non-controlling interests

 

-

-

-

-

 

-

 

-

-

 

-

 

-

-

 

-

-

 

(19,005)

 

(19,005)

Approval of additional dividends by the Shareholders’ Meeting

26.h

-

-

-

-

 

-

 

-

-

 

-

 

-

-

 

(55,391)

(55,391)

 

-

 

(55,391)

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

26.f; 26.h

-

-

-

-

 

-

 

42,523

-

 

-

 

-

(42,523)

 

-

-

 

-

 

-

Investments statutory reserve

26.f; 26.h

-

-

-

-

 

-

 

-

403,970

 

-

 

-

(403,970)

 

-

-

 

-

 

-

Proposed dividends (R$ 0.17 per share)

26.h

-

-

-

-

 

-

 

-

-

 

-

 

-

(185,896)

 

-

(185,896)

 

-

 

(185,896)

Intermediary dividends (R$ 0.20 per share)

26.h

-

-

-

-

 

-

 

-

-

 

-

 

-

(218,074)

 

-

(218,074)

 

-

 

(218,074)

Balance 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

 

The accompanying notes are an integral part of the financial statements.



Ultrapar Participações S.A. and Subsidiaries 

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020 

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

 

 

 

 

 

 

 

 

 

 

 

Profit reserve

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

Equity instrument granted

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

Investments statutory reserve

 

Valuation adjustments

 

Cumulative translation adjustments

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated equity

Balance as of December 31, 2019

 

5,171,752

11,970

542,400

 

(485,383)

 

4,522

 

705,341

3,290,073

 

(146,317)

 

102,427

 

261,470

 

9,458,255

 

376,920

 

9,835,175

Net income for the year

 

 

 

 

 

 

893,383

 

 

893,383

 

34,314

 

927,697

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for financial instruments, net of income taxes

13.a; 26.g.1

-

-

-

 

-

 

-

 

-

-

 

(313,081)

 

-

-

 

-

 

(313,081)

 

-

 

(313,081)

Actuarial losses of post-employment benefits, net of income taxes

13.a; 26.g.1

-

-

-

 

-

 

-

 

-

-

 

(5,592)

 

-

-

 

-

 

(5,592)

 

(11,295)

 

(16,887)

Currency translation of foreign subsidiaries, including the effect of net investments hedge

13.a; 26.g.2

-

-

-

 

-

 

-

 

-

-

 

-

 

129,169

-

 

-

 

129,169

 

-

 

129,169

Total comprehensive income for the year

 

-

-

-

 

-

 

-

 

-

-

 

(318,673)

 

129,169

893,383

 

-

 

703,879

 

23,019

 

726,898

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

26.d

-

-

54,763

 

-

 

-

 

-

-

 

-

 

-

-

 

-

 

54,763

 

-

 

54,763

Stock plan

9.c

-

-

(3,114)

 

(3,685)

 

-

 

-

-

 

-

 

-

-

 

-

 

(6,799)

 

-

 

(6,799)

Equity instrument granted

26.b

-

4,526

-

 

-

 

-

 

-

-

 

-

 

-

-

 

-

 

4,526

 

-

 

4,526

Equity instrument granted of subsidiaries

13.a; 26.b

-

5,908

-

 

-

 

-

 

-

-

 

-

 

-

-

 

-

 

5,908

 

-

 

5,908

Income and social contribution taxes on realization of revaluation reserve of subsidiaries

26.e

-

-

-

 

-

 

(185)

 

-

-

 

-

 

-

185

 

-

 

-

 

-

 

-

Transfer to statutory reserve

 

-

-

-

 

-

 

-

 

-

(774)

 

-

 

-

774

 

-

 

-

 

-

 

-

Loss due to the payments fixed dividends to preferred shares

 

-

-

-

 

-

 

-

 

-

-

 

-

 

-

(1,001)

 

-

 

(1,001)

 

1,001

 

-

Shareholder transaction – changes of investments

 

-

-

-

 

-

 

-

 

-

-

 

-

 

-

42

 

-

 

42

 

(42)

 

-

Dividends attributable to non-controlling interests

 

-

-

-

 

-

 

-

 

-

-

 

-

 

-

-

 

-

 

-

 

(24,379)

 

(24,379)

Approval of additional dividends by the Shareholders’ Meeting

26.h

-

-

-

 

-

 

-

 

-

-

 

-

 

-

-

 

(261,470)

 

(261,470)

 

-

 

(261,470)

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

26.f; 26.h

-

-

-

 

-

 

-

 

44,669

-

 

-

 

-

(44,669)

 

-

 

-

 

-

 

-

Investments statutory reserve

26.f; 26.h

-

-

-

 

-

 

-

 

-

368,966

 

-

 

-

(368,966)

 

-

 

-

 

-

 

-

Proposed dividends (R$ 0.44 per share)

26.h

-

-

-

 

-

 

-

 

-

-

 

-

 

-

(479,748)

 

55,391

 

(424,357)

 

-

 

(424,357)

Balance as of December 31, 2020

 

5,171,752

22,404

594,049

 

(489,068)

 

4,337

 

750,010

3,658,265

 

(464,990)

 

231,596

 

55,391

 

9,533,746

 

376,519

 

9,910,265

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries

For the years ended December 31, 2021 and 2020

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

 

 

 

 

Restated

 

 

 

Restated

Cash flows from operating activities

 

 

 

 

 

 

 

 

Profit from continuing operations

 

785,199

 

612,750

 

818,615

 

647,064

Adjustments to reconcile net income to cash provided by operating activities from continuing operations

 

 

 

 

 

 

 

 

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

13

(828,972)

 

(669,933)

 

17,634

 

44,031

Amortization of contractual assets with customers – exclusive rights

12

-

 

-

 

282,521

 

289,436

Amortization of right-of-use assets

14.a

6,093

 

4,690

 

260,716

 

242,670

Depreciation and amortization

15; 16

11,936

 

2,775

 

653,118

 

595,531

PIS and COFINS credits on depreciation

15; 16

-

 

-

 

7,081

 

6,062

Interest and foreign exchange rate variations

 

26,985

 

99,209

 

1,133,882

 

533,926

Deferred income and social contribution taxes

10.b

(7,693)

 

(23,246)

 

(242,246)

 

(234,244)

Current income and social contribution taxes

10.b

(3,022)

 

4,299

 

430,280

 

538,761

Loss on disposal of property, plant, and equipment and intangibles

29

(124)

 

-

 

(184,189)

 

(85,455)

Reversion (loss) allowance for expected credit losses

6

-

 

-

 

(3,123)

 

15,281

Provision for losses in inventories

7

-

 

-

 

(826)

 

1,338

Provision for post-employment benefits

21.b

(98)

 

(2,195)

 

(2,393)

 

(15,867)

Equity instrument granted

 

9,264

 

4,526

 

9,364

 

8,793

Provision of decarbonization – CBIO

30

-

 

-

 

161,281

 

124,287

Provision for tax, civil, and labor risks

23.a

(30)

 

(119)

 

93,328

 

21,582

Other provisions and adjustments

 

(1,759)

 

895

 

2,331

 

(1,912)

 

 

(2,221)

 

33,651

 

3,437,374

 

2,731,284

(Increase) decrease in current assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

6

-

 

-

 

(968,787)

 

481,984

Inventories

7

-

 

-

 

(1,626,670)

 

108,136

Recoverable taxes

8

(10,538)

 

1,648

 

(672,607)

 

(115,316)

Dividends received from subsidiaries and joint ventures

 

428,459

 

212,842

 

1,005

 

4,836

Other receivables

 

(47,215)

 

(51,979)

 

(24,360)

 

(18,922)

Prepaid expenses

11

(3,864)

 

(3,612)

 

(61,573)

 

(70,503)

Increase (decrease) in current liabilities

 

 

 

 

 

 

 

 

Trade payables

18

10,011

 

14,697

 

2,425,821

 

798,180

Salaries and related charges

19

13,077

 

41,442

 

63,066

 

15,644

Taxes payable

20

285

 

423

 

11,733

 

22,925

Post-employment benefits

21.b

237

 

-

 

(2,814)

 

1,273

Other payables

 

(1,543)

 

10,153

 

(36,357)

 

(16,663)

Deferred revenue

24

-

 

-

 

(10,614)

 

(9,814)

(Increase) decrease in non-current assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

6

-

 

-

 

12,008

 

(73,035)

Recoverable taxes

8

15,964

 

-

 

(153,526)

 

(667,894)

Escrow deposits

23

(16)

 

15

 

(43,324)

 

(26,492)

Other receivables

 

-

 

-

 

73,903

 

(27,738)

Prepaid expenses

11

2,139

 

(3,633)

 

35,962

 

6,683

Increase (decrease) in non-current liabilities

 

 

 

 

 

 

 

 

Post-employment benefits

21.b

6,130

 

4,958

 

11,907

 

8,700

Provision for tax, civil, and labor risks

23.a

-

 

-

 

(28)

 

(104)

Other payables

 

4,043

 

7,240

 

(17,193)

 

(34,721)

Acquisition of CBIO

16

-

 

-

 

(176,837)

 

(125,345)

Payments of contractual assets with customers – exclusive rights

12

-

 

-

 

(420,261)

 

(356,045)

Payments of contingencies

23.a

-

 

-

 

(24,351)

 

(39,256)

Income and social contribution taxes paid

 

-

 

-

 

(230,036)

 

(333,784)

Net cash provided by operating activities from continuing operations

 

414,948

 

267,845

 

1,603,441

 

2,264,013

Net cash provided by operating activities from discontinued operations

 

269,299

 

86,907

 

982,519

 

874,106

Net cash provided by operating activities

 

684,247

 

354,752

 

2,585,960

 

3,138,119



Ultrapar Participações S.A. and Subsidiaries

Statements of Cash Flows Indirect Method

For the years ended December 31, 2021 and 2020

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Cash flows from investing activities

 

 

 

Restated

 

 

 

Restated

Financial investments, net of redemptions

5.b

(24,285)

 

7,729

 

1,863,053

 

(869,748)

Acquisition of property, plant, and equipment

15

(11,760)

 

(13,539)

 

(1,028,419)

 

(750,618)

Acquisition of intangible assets

16

(197)

 

(9,111)

 

(237,488)

 

(154,534)

Revenue on disposal of investments

 

-

 

-

 

159,657

 

-

Capital increase in subsidiary

13.a

(115,456)

 

(97,956)

 

-

 

-

Capital increase in joint ventures

13.b

-

 

-

 

(25,700)

 

(28,840)

Capital decrease in associates

13.c

-

 

-

 

1,500

 

-

Initial direct costs of right-of-use assets

14

-

 

-

 

(14,905)

 

-

Related parties

9.a

346,672

 

-

 

2,334

 

-

Proceeds from disposal of property, plant, and equipment and intangibles

29

-

 

-

 

162,837

 

154,725

Net cash provided by (used in) investing activities from continuing operations

 

194,974

 

(112,877)

 

882,869

 

(1,649,015)

Net cash provided by (used in) investing activities from discontinued operations

 

-

 

-

 

(158,733)

 

(487,390)

Net cash provided by (used in) investing activities

 

194,974

 

(112,877)

 

724,136

 

(2,136,405)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans and debentures

 

 

 

 

 

 

 

 

Proceeds

17

-

 

994,996

 

1,383,611

 

3,387,161

Repayments

17

(1,000,000)

 

-

 

(2,426,222)

 

(1,815,130)

Interest paid

17

(102,871)

 

(68,788)

 

(733,791)

 

(701,458)

Payments of lease

 

 

 

 

 

 

 

 

Principal

14

(8,079)

 

(5,906)

 

(304,975)

 

(250,202)

Interest paid

14

(383)

 

(350)

 

(15,267)

 

(5,705)

Dividends paid

26.h

(694,406)

 

(261,422)

 

(705,753)

 

(284,767)

Related parties

9.a

(598)

 

5,664

 

(177)

 

(2,548)

Net cash provided by (used in) in financing activities from continuing operations

 

(1,806,337)

 

664,194

 

(2,802,574)

 

327,351

Net cash provided by (used in) in financing activities from discontinued operations

 

-

 

-

 

(552,967)

 

(919,684)

Net cash provided by (used in) in financing activities

 

(1,806,337)

 

664,194

 

(3,355,541)

 

(592,333)

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

 

-

 

-

 

(4,547)

 

21,912

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

 

-

 

-

 

56,553

 

114,822

Increase (decrease) in cash and cash equivalents

 

(927,116)

 

906,069

 

6,561

 

546,115

Cash and cash equivalents at the beginning of the year

5.a

948,649

 

42,580

 

2,661,494

 

2,115,379

Cash and cash equivalents at the end of the year

5.a

21,533

 

948,649

 

2,668,055

 

2,661,494

Cash and cash equivalents at the end of the year - continuing operations
-
-
2,280,074
-
Cash and cash equivalents at the end of the year - discontinued operations


-



-



387,981



-

Transactions without cash effect:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

14.a

6,500

 

31,245

 

227,977

 

420,070

Addition on contractual assets with customers – exclusive rights

12

-

 

-

 

269,725

 

193,040

Reversion fund – private pension

11; 21.a

-

 

-

 

2,656

 

33,843

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

26.d

1,819

 

54,763

 

1,819

 

54,763

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Paticipações S.A. and Subsidiaries

For the years ended December 31, 2021 and 2020

(In thousands of Brazilian Reais, except percentages)

 

 

 

Parent

 

Consolidated

 

Note

12/31/2021

 

%

 

12/31/2020

 

%

 

12/31/2021

 

%

 

12/31/2020

 

%

 

 

 

 

 

 

Restated

 

 

 

 

 

 

 

Restated

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

27

-

 

 

 

-

 

 

 

114,582,170

 

 

 

79,360,896

 

 

Rebates, discounts, and returns

27

-

 

 

 

-

 

 

 

(1,351,464)

 

 

 

(1,812,144)

 

 

Reversion loss allowance for expected credit losses

6

-

 

 

 

-

 

 

 

3,123

 

 

 

(15,281)

 

 

Amortization of contractual assets with customers – exclusive rights

12

-

 

 

 

-

 

 

 

(282,521)

 

 

 

(289,436)

 

 

Provision for loss on disposal of property, plant, and equipment and intangibles and other operating income, net

29; 30

1,817

 

 

 

1,755

 

 

 

280,355

 

 

 

149,489

 

 

 

 

1,817

 

 

 

1,755

 

 

 

113,231,663

 

 

 

77,393,524

 

 

Materials purchased from third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials used

 

-

 

 

 

-

 

 

 

(709,063)

 

 

 

(429,790)

 

 

Cost of goods, products, and services sold

 

-

 

 

 

-

 

 

 

(104,452,894)

 

 

 

(69,384,748)

 

 

Third-party materials, energy, services, and others

 

172,986

 

 

 

171,058

 

 

 

(2,303,642)

 

 

 

(1,915,894)

 

 

Provision for losses of assets

 

-

 

 

 

1

 

 

 

4,456

 

 

 

13,611

 

 

 

 

172,986

 

 

 

171,059

 

 

 

(107,461,143)

 

 

 

(71,716,821)

 

 

Gross value added

 

174,803

 

 

 

172,814

 

 

 

5,770,520

 

 

 

5,676,703

 

 

Deductions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

14.a; 15; 16

(18,029)

 

 

 

(7,465)

 

 

 

(913,834)

 

 

 

(838,201)

 

 

PIS and COFINS credits on depreciation

15; 16

-

 

 

 

-

 

 

 

(7,081)

 

 

 

(6,062)

 

 

 

 

(18,029)

 

 

 

(7,465)

 

 

 

(920,915)

 

 

 

(844,263)

 

 

Net value added by the Company

 

156,774

 

 

 

165,349

 

 

 

4,849,605

 

 

 

4,832,440

 

 

Value added received in transfer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

13

828,972

 

 

 

669,933

 

 

 

(17,634)

 

 

 

(44,031)

 

 

Rents and royalties

27

-

 

 

 

-

 

 

 

105,329

 

 

 

105,459

 

 

Financial income

31

68,314

 

 

 

43,022

 

 

 

460,154

 

 

 

357,666

 

 

 

 

897,286

 

 

 

712,955

 

 

 

547,849

 

 

 

419,094

 

 

Total value added available from continuing operation for distribution

 

1,054,060

 

 

 

878,304

 

 

 

5,397,454

 

 

 

5,251,534

 

 

Total value added available from discontinued operation for distribution

 

65,264

 

 

 

280,633

 

 

 

1,837,359

 

 

 

1,229,639

 

 

Total value added available

 

1,119,324

 

 

 

1,158,937

 

 

 

7,234,813

 

 

 

6,481,173

 

 

Distribution of value added

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labor and benefits

 

152,159

 

14

 

134,453

 

12

 

1,363,388

 

19

 

1,202,755

 

19

Taxes, fees, and contributions

 

15,571

 

1

 

1,374

 

-

 

2,318,422

 

33

 

2,679,943

 

41

Financial expenses and rents

 

101,131

 

9

 

129,727

 

11

 

897,030

 

12

 

721,772

 

11

Dividends

 

403,970

 

36

 

479,748

 

41

 

425,407

 

6

 

504,127

 

8

Retained earnings

 

381,229

 

34

 

133,002

 

12

 

393,207

 

5

 

142,937

 

2

Value added distributed from continuing operation

 

1,054,060

 

94

 

878,304

 

76

 

5,397,454

 

75

 

5,251,534

 

81

Value added distributed from discontinued operation

 

65,264

 

6

 

280,633

 

24

 

1,837,359

 

25

 

1,229,639

 

19

Value added distributed

 

1,119,324

 

100

 

1,158,937

 

100

 

7,234,813

 

100

 

6,481,173

 

100


The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries

 

 

(In thousands of Brazilian Reais, unless otherwise stated)


1. Operations

 

Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.

 

The Company engages in the investment of its own capital in services, commercial, and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”), storage services for liquid bulk (“Ultracargo”) and digital payments segment (“Abastece aí”). The information about segments are disclosed in Note 33. The activities related to the production and marketing of chemical products (“Oxiteno”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”) are presented as discontinued operations (see Note 3).

 

a. Clarifications on the impacts of COVID-19

 

The World Health Organization (“WHO”) declared a coronavirus pandemic (COVID-19) on March 11, 2020. To contain a spread of the virus in Brazil, the Ministry of Health (“MH”) and the state and municipal governments announced several actions to reduce the agglomeration and movement of people, including the closing of commerce, parks and common areas. In this context, the Company created a Crisis Committee to keep up with it and monitor the main risks and adopt preventive and emergency measures to reduce the pandemic effects.

 

Since the beginning of the coronavirus pandemic, the Company and its subsidiaries acted in numerous initiatives to ensure the safety and security of its employees and the stability and continuity of its operations and partners, the financial solidity of the Company. All the activities of the companies controlled by the Company are classified as essential in the context of the measures adopted to face the pandemic.

 

The Company and its subsidiaries quickly adopted the work at home (expressed by home office) for the administrative public, with all the necessary support for the operational continuity. In addition to basic safety concerns with employees, companies implemented several initiatives aimed at welfare, such as virtual meetings, psychological support and concern for ergonomics, following the principle of valuing people.

 

The emergency measures and speed in answer to the first effects of the crisis, as well as initiatives to support the supply chain, were effective to keep the activities of the subsidiaries in operation, ensuring the delivery of essential services to the population and preserving the health and security of employees and partners.

 

Remains uncertain to what extent the financial information, after December 31, 2021, may be affected by the commercial, operational and financial impacts of the pandemic, because it will depend on its duration and the impacts on economic activities, as well as government, business in response to the crisis. In this context, some financial risk assessments, projections and impairment tests, in connection with the preparation of these financial statements, may be impacted by the pandemic, and may adversely affect the financial position of the Company and its subsidiaries.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


Operational impacts

 

The implemented measures of social isolation, restrictions on the movement of people and to the operation of certain businesses due to COVID-19 pandemic affected economic activity in Brazil in the last two years, however, with the advance of vaccination the negative impacts have been reduced in the last months. No significant effects were observed on the operations of the Company and its subsidiaries in the year of 2021.

 

Main risks and associated measures

 

Credit risk - The actions taken by the Company and its subsidiaries throughout 2020 and 2021 softened the impacts of the pandemic on the financial condition and its customers and, consequently, mitigated its potential effects on default rates, that are at lower level than in 2020. The effects of loss allowance for expected credit losses of year ended December 31, 2021 are disclosed in Notes 6 and 34.d.

 

Risk of realization of deferred tax assets - the Company and its subsidiaries annually realize technical feasibility study of the constitution and realization of deferred tax credits, considering the current projections approved by the Board of Directors for each business segment and did not identify the need for write-offs for the year ended on December 31, 2021.

 

Risks in financial instruments - the increase in volatility in financial markets may impact financial results according to sensitivity analyzes presented in Note 34.

 

Liquidity risk The Company and its subsidiaries presented variances in their net debt position compatible with the results and the seasonality of their businesses.

 

The management of the Company and its subsidiaries continue maintaining discipline in control of costs and expenses to preserve cash in all business and selectivity in the allocation of capital without compromising sustainable business growth.

 

b. Clarifications on the cyber incident

 

According communication sent to the market on January 12, 2021 and January 25, 2021, the Company suffered on January 11, 2021 a cyber incident of type ransomware in its information technology environment.

 

As a precautionary measure, the Company interrupted its systems, affecting for a short period of time the operations of its subsidiaries. Immediately, all security and control measures were adopted to remedy the situation and as of January 14, 2021 the operational systems of the Company and its subsidiaries began to be gradually restored, with caution and security, according with the priority and relevance of each affected process. Since January 25, 2021, as communicated to the market on that date, all the critical information systems of the Company and its subsidiaries are in full operation.

 

The Company had a specific insurance policy for cyber incidents, which has already been triggered, being that such claim is under regulation.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


2. Presentation of financial statements and summary of significant accounting policies

 

The parent’s separate and consolidated financial statements (“financial statements”) were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and the accounting policies adopted in Brazil .

 

The accounting policies adopted in Brazil include those in the Brazilian corporate law and in the Pronouncements, Orientations and Interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

All relevant specific information of the financial statements, and only this information, were presented and correspond to that used by the Company’s and its subsidiaries’ Management.

 

The presentation currency of the Company’s financial statements is the Brazilian Real, which is the Company’s functional currency.

 

The Company and its subsidiaries applied the accounting policies described below in a consistent manner for all years presented in these financial statements.

 

The Company classified the transactions related to the purchase and sale agreements of Oxiteno and Extrafarma as current assets held for sale and discontinued operations. The comparative information of the income and cash flow statements for the year ended December 31, 2020 were restated for the purposes of applying IFRS 5 (CPC 31) as shown in Note 3.c.3.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


a. Recognition of revenue

 

Revenue of sales and services rendered is measured at the value of the consideration that the Company's subsidiaries expect to be entitled to, net of sales returns, discounts, amortization of contractual assets with customers and other deductions, if applicable, being recognized as the entity fulfills its performance obligation and freight mode of delivery. At Ipiranga, the revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. At Ultragaz, revenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. At Extrafarma, the revenue from sales of pharmaceuticals is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. At Oxiteno, the revenue from sales of chemical products is recognized when the products are delivered to industrial customers. At Ultracargo, the revenue provided from storage services is recognized as services are performed. At Abastece aí, the revenue provided from storage services of digital payments is recognized as services are performed. The breakdowns of revenues from sales and services are shown in Notes 27 and 33.

 

Amortization of contractual assets with customers for the exclusive rights in Ipirangas reseller service stations and the bonuses paid in performance obligation sales are recognized in the income statement as a deduction of the revenue from sale according to the conditions established in the agreements which is reviewed as per the changes occurred in the agreements (see Notes 2.f and 12).

 

The am/pm franchising upfront fee is recognized in profit or loss as the entity fulfills each performance obligation throughout the terms of the agreements with the franchisees. For more information, see Note 24.a.

 

Deferred revenue from loyalty program is recognized in the income statement when the points are redeemed, on which occasion the costs incurred are also recognized in profit or loss. Deferred revenue of unredeemed points is also recognized in profit or loss when points expire. For more information, see Note 24.b.

 

Costs of products sold and services provided include goods (mainly fuels, lubricants, LPG, and pharmaceutical products), raw materials (chemicals and petrochemicals) and production, distribution, storage, and fulfillment costs.

 

Exchange variations and the results of derivative finance instruments are presented net in the statement of profit and loss on financial expenses.

 

b. Cash and cash equivalents

 

Includes cash, banks deposits, and short-term up to 90 days of maturity, highly liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. For more information on cash and cash equivalents of the Company and its subsidiaries, see Note 5.a.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Financial assets  

 

The Company and its subsidiaries evaluated the classification and measurement of financial assets based on its business model of financial assets as follows:

 

  • Amortized cost: financial assets held in order to collect contractual cash flows, solely principal and interest. The interest earned and the foreign currency exchange variation are recognized in profit or loss and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.

 

  • Measured at fair value through other comprehensive income: financial assets that are acquired or originated for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and the interest earned, and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus the interest earned are recognized in equity in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. Substantially the financial investments in Bank Certificates of Deposit (CDB) and repurchase agreements are classified as measured at fair value through other comprehensive income.

 

  • Measured at fair value through profit or loss: financial assets that were not classified as amortized cost or measured at fair value through other comprehensive income. The balances are stated at fair value and both the interest earned and the exchange variations and changes in fair value are recognized in the income statement. Investment funds and derivatives are classified as measured at fair value through profit or loss.

 

The Company and its subsidiaries use financial instruments for hedging purposes, applying the concepts described below:

 

  • Hedge accounting – fair value hedge: financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s statements of profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized the statements of profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


  • Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the statements of profit or loss. The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in the statements of profit or loss. Gains or losses on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income shall be recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost of non-financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the hedging relationship is canceled; (ii) the hedging instrument expires or (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in equity in other comprehensive income are reclassified to the statements of profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in equity in other comprehensive income shall be recognized immediately in profit or loss.

 

  • Hedge accounting – hedge of net investments in foreign operation: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized the statements of profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in the statements of profit or loss when the disposal of the foreign subsidiary occurs.

 

For more information on financial instruments, see Note 34.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


d. Trade receivables and reseller financing

 

Trade receivables are recognized at the amount invoiced to the counterparty that the Company subsidiaries are entitled (see Notes 6.a and 34.d.3). The loss allowance for expected credit losses consider the expected losses for the next 12 months take into account the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. The amount of the expected credit losses is deemed by management to be sufficient to cover any loss on realization of trade receivables.

 

Reseller financing is provided at subsidized rate for renovation and upgrading of service stations, purchase of products and development of the automotive fuels and lubricants distribution market (see Notes 6.b and 34.d.3). The terms of reseller financing range between 12 and 60 months, with an average term of 40 months. The minimum and maximum subsisted interest rates are 0% per month and 1% per month respectively. These financing are remeasured at a market rate for working capital loans and the remeasurement adjustment between the market rate and the rate subsidized is recognized as a reduction to the reseller’s revenue at the beginning of the contract. Throughout the contract, the interest appropriated by the market rate is recognized to the financial result.

 

e. Inventories

 

Inventories are stated at the lower of acquisition cost or net realizable value (see Note 7). The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials, or supplies that (i) do not meet its subsidiaries’ specifications, (ii) have exceeded their expiration date, or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operations teams.

 

f. Contractual assets with customers – exclusive rights

 

Exclusive rights disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as contractual assets when paid and amortized according to the conditions established in the agreements (see Note 2.a and 12).



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


g. Assets and liabilities held for sale and discontinued operations

 

Non-current assets and related liabilities are classified as held for sale if it is highly probable that their book value will be recovered, primarily, through a sale transaction rather than continued use. The classification criteria are met only when the sale is highly probable, the asset or group of assets is held for immediate sale in its current condition and the sale is expected to occur within 12 months after classification as held for sale.

 

A line of business or subsidiary is classified a discontinued operation when the sale of a component of the company that represents an important separate line of business or when the operation meets the criteria to be classified as held for sale, if occurs before, being its results and cash flows presented separately based on the classification of the respective assets and liabilities as held for sale.

 

Assets and liabilities held for sale and discontinued operations are measured at the lower of the book value and fair value, net of selling expenses, and presented separately in the statements of financial position.

 

h. Investments

 

Investments in subsidiaries are accounted for under the equity method of accounting in the financial statements of the parent’s separate company (see Notes 4.b and 13.a). A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%.

 

Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements (see Note 13 items b and c). An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement, which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.

 

Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


i. Right-of-use assets and leases payable

 

The Company and its subsidiaries recognized in the financial position, a right-of-use assets and the respective lease liabilities initially measured at the present value of future lease payments, considering the related contract costs (see Note 14). The amortization expenses of right-of-use assets is recognized in statement of profit or loss over the lease contract term. When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”), its amortization is capitalized until the asset under construction is completed. The liability is increased for interest and decreased by lease payments made. The interests are recognized in the statement of profit or loss using the effective interest rate method. The remeasurement of assets and liabilities based on the contractual index is recognized in the financial position, not having an effect in the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention in purchasing the underlying asset. The Company and its subsidiaries periodically review the existence of an indication that the right-of-use assets may be impaired (see Note 2.v).

 

Right-of-use assets include amounts related to area port leases grants (see Note 35.c).

 

The Company and its subsidiaries apply the recognition exemptions to short-term leases of 12 months or less and lease contracts of low amount assets. In these cases, the recognition of the lease expense in the statements of profit or loss is on a straight-line basis.

 

j. Property, plant, and equipment

 

PP&E is recognized at acquisition or construction cost, including capitalization of right-of-use assets amortization and financial charges incurred on PP&E under construction, as well as qualifying maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.o and 22), less accumulated depreciation and, when applicable, less provision for losses (see Note 15).

 

Depreciation is calculated using the straight-line method, over the periods mentioned in Note 15, taking into account the estimated useful lives of the assets, which are reviewed annually.

 

Leases hold improvements are depreciated over the shorter of the lease contract term and useful life of the property.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


k. Intangible assets

 

Intangible assets include assets acquired by the Company and its subsidiaries from third parties, and are recognized according to the criteria below:

 

  • Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored for impairment testing purposes (see Note 16.a).

 

  • Other intangible assets acquired from third parties, such as softwares, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, over the periods mentioned in Note 16, taking into account their useful lives, which are reviewed annually.

 

  • The decarbonization credits (CBIOS) acquired are recorded at historical cost in intangible assets, retired in the year to fulfillment the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle of the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy.

 

The Company and its subsidiaries have not recognized intangible assets that were generated internally. The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life (see Note 16 items a and e).

 

l. Other assets

 

Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred, less the provisions for losses and, if applicable, adjusted to present value.

 

m. Financial liabilities

 

The financial liabilities include trade payables, other payables, financing, loans, debentures, leases payable and derivative financial instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortized cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants - indemnification, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – Fair Value Hedge). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and net of amortization and transaction costs. The charges are recognized in the statement of profit or loss using the effective interest rate method.

 

Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized in the statement of profit or loss taking into its term, using the effective interest rate method (see Note 17.h).



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


n. Income and social contribution taxes on income

 

Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries shareholders' equity and is excluded from the dividend calculation base and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements. The current rates in Brazil are 25% for IRPJ and 9% for CSLL. For more information about recognition and realization of IRPJ and CSLL see Note 10.

 

For purposes of disclosure deferred tax assets were offset against the deferred tax liability IRPJ and CSLL, in the same taxable entity and the same tax authority.

 

o. Provision for asset retirement obligation – fuel tanks

 

The subsidiary Ipiranga has the legal obligation to remove the underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in PP&E and depreciated over the respective useful lives of the asset. The amounts recognized as a liability accrue inflation effect using the Amplified Consumer Price Index (“IPCA”) until the tank is removed (see Note 22). The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in statements of profit or loss when they become known.

 

p. Provisions for tax, civil, and labor risks

 

A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 23).

 

q. Post-employment benefits

 

Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary and reviewed by management, using the projected unit credit method (see Note 21.b). The actuarial gains and losses are recognized in equity in cumulative other comprehensive income in the “Valuation adjustments”.

 

r. Other liabilities

 

Other liabilities are stated at known or measurable amounts and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


s. Foreign currency transactions

 

Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the date of the financial statements. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.

 

t. Basis for translation of financial statements of foreign subsidiaries

 

t.1 Subsidiaries with administrative authority

 

Assets and liabilities of the foreign subsidiaries denominated in currencies other than Brazilian Real which have administrative authority are translated using the exchange rate at the date of the financial statements. Revenues and expenses are translated using the average exchange rate of each year and equity is translated at the historical exchange rate of each transaction affecting equity. Gains and losses resulting from changes in these foreign investments are directly recognized in equity in the “cumulative translation adjustments and will be recognized in profit or loss if and when these investments are disposed of. The balance in cumulative translation adjustments on December 31, 2021 was a gain of R$ 304,645 (gain of R$ 231,596 on December 31, 2020) and is related to the subsidiaries Oxiteno which on December 31, 2021 were classified as assets and liabilities held for sale. See Notes 3 and 26.g.2.

 

The foreign subsidiaries with functional currency different from the Company and which have administrative authority are listed below:

 

Subsidiary


Functional currency


Location

Oxiteno México S.A. de C.V.


Mexican Peso


Mexico

   Oxiteno Servicios Corporativos S.A. de C.V.


Mexican Peso


Mexico

   Oxiteno Servicios Industriales S.A. de C.V.


Mexican Peso


Mexico

   Oxiteno USA LLC


U.S. Dollar


United States

Oxiteno Uruguay S.A. (i)


U.S. Dollar


Uruguay

 

(i) The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”), as its inventory sales, purchases of raw material inputs, and financing activities are performed substantially in this currency.


t.2 Subsidiaries without administrative authority

 

Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements. Gains and losses resulting from changes in these foreign investments are directly recognized as financial result. The gain recognized in income for the year ended December 31, 2021 amounted to R$ 2,309 (gain of R$ 15,126 for the year ended December 31, 2020 - restated).



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


u. Use of estimates, assumptions and judgments

 

The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and subsidiaries’ management use the best information available at the date of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.

 

u.1 Judgments

 

Information on the judgments is included: in the determination of control in subsidiaries (Notes 2.h, 2.t.1, 4 and 13.a), the determination of joint control in joint venture (Notes 2.h, 13.a and 13.b), the determination of significant influence in associates (Notes 2.h and 13.c) and determination of assets and liabilities held for sale and discontinued operations (Note 3).

 

u.2 Uncertainties related to the assumptions and estimates

 

The information regarding uncertainties related to the assumptions and estimates are included: in determining the fair value of financial instruments (Notes 2.c, 2.m, 5, 17 and 34), the determination of the loss allowance for expected credit losses (Notes 2.d, 6 and 34.d.3), the determination of provisions for losses of inventories (Notes 2.e and 7), the estimates of realization of deferred IRPJ and CSLL amounts (Notes 2.n and 10.a), the useful lives and discount rate of right-of-use assets (Notes 2.i and 14), the useful lives of PP&E (Notes 2.j and 15), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.k and 16.a), provisions for assets retirement obligations (Notes 2.o and 22), provisions for tax, civil, and labor risks (Notes 2.p and 23), estimates for the preparation of actuarial reports (Notes 2.q and 21.b) and the determination of fair value of subscription warrants – indemnification (Notes 25 and 34.j). The actual result of the transactions and information may differ from their estimates.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


v. Impairment of assets

 

The Company and its subsidiaries review in every reporting period the existence of any indication that an asset may be impaired. To intangible assets with indefinite useful life the review is done annually. If there is an indication of devaluation the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units,CGU). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.

 

The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.

 

To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values ​​using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.

 

On December 31, 2021, the Company updated the calculation of the impairment of assets realized on June 30, 2021, for the subsidiary Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) in the amount of R$ 427,529 and deferred income and social contribution taxes effects of R$ 145,360, resulting in a net loss of R$ 282,169. See Note 3.a.

 

w. Business combination

 

A business combination is accounted applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination, the assets acquired, and liabilities assumed are measured in order to classify and allocate them accordingly to the contractual terms, economic circumstances and relevant conditions on the acquisition date. The non-controlling interest in the acquired company is measured based on its interest in net assets identified in the acquired company. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the statement of profit or loss. Costs related to the acquisitions are recorded in the statement of profit or loss when incurred. For the year ended on December 31, 2021 there was not business combination.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


x. Statements of value added

 

The statements of value added (“DVA”) are presented as an integral part of the financial statements as applicable to publicly traded companies in Brazil, according to Law 11,638/07 and as supplemental information for the IFRS, which does not require the presentation of DVA.

 

y. Statements of cash flows indirect method  

 

The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments, net of redemptions, in the investing activities.

 

z. Adoption of the pronouncements issued by CPC and IASB

 

There are not standards, amendments and interpretations to IFRS issued by the IASB which are effective and could have impact in these financial statements to December 31, 2021 that have not been adopted by the Company.

 

In order to be prepared for the transition of the IBORs, the Company is monitoring the pronouncements of the authorities, as well as the measures that have been adopted, aiming at the adaptation of the financial instruments to the new benchmarks. On June 2017, the Company, through the subsidiary IPP, contracted a financing with maturity date on June 2022, with the current notional amount of USD 50 million linked to LIBOR, with quarterly interest flows and principal amortization at the end of the operation. At the time of debt raising, a swap transaction with a notional value and cash flow identical to that of raising was closed with the same financial institution, through which the IPP became active in LIBOR, at an interest rate equivalent to the debt and liability rate in floating rate Reais (see Notes 17 c.1, 17.d and 34.g), these being the only operations linked to LIBOR. In view of the short-term maturity as well as the debt, the swap and the fact that both have the same cash flow and financial institution, the Company understands that there are not currently impacts from the LIBOR change on its operations.

 

aa. Authorization for issuance of the financial statements

 

These financial statements were authorized for issuance by the Board of Directors on February 23, 2022.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


3. Assets and liabilities from subsidiaries held for sale and discontinued operations

 

The divestments of Oxiteno and Extrafarma are aligned with Ultrapar’s portfolio review. With a more complementary and synergistic businesses, Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In the context, the Company announced the contracts signings described below and, as of December 31, 2021, considering the evolution and progress of the sales processes, classified these transactions as assets and liabilities held for sale and discontinued operations.

 

a. Extrafarma share sale and purchase agreement and other agreements

 

On May 18, 2021 the Company announced the signing of a share purchase agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). The total sale price is R$ 700 million, subject to adjustments due mainly to changes in working capital and Extrafarma's net debt position on the closing date of the transaction.

 

The payment of the transaction will be in three installments: 50% on the closing date and 25% on each the first and the second anniversary of the closing date, monetarily updated by the CDI rate + 0.5% p.a., with a guarantee will be provided by a shareholder of the Pague Menos for the last two installments. The completion of this transaction is subject to usual conditions precedent in such deals, including approval by the Brazilian antitrust authority and by the general shareholders’ meeting of Pague Menos, pursuant to the terms of article 256 of the Brazilian Corporate Law, which was already held by the purchasing company. Furthermore, preemptive rights were granted to Company's shareholders who wished to acquire Extrafarma's shares, proportionally to their respective participation in the Company's share capital and for the same price per share to be paid by Pague Menos, pursuant to article 253 of the Brazilian Corporate Law. The shareholders of the Company that exercised such right will become direct shareholders of Extrafarma after closing of the transaction. The company realized a general shareholders’ meeting on June 25, 2021 in which was formalized the offering of the aforementioned preemptive rights, detailing the procedures for its exercise, as applicable. The exercise period ended on July 29, 2021 and the total exercised was less than 1% of the Company's capital.

 

On February 11, 2022, the Administrative Council for Economic Defense ("CADE") issued an order declaring the Concentration Act no. 08700.005053/2021-74 regarding the acquisition of Extrafarma by Pague Menos. This declaration of complexity is a regular phase within the ordinary rite for concentration acts whose analysis by CADE needs further investigation. The companies continue to work with CADE in a transparent manner to provide all necessary clarifications.

 

Extrafarma and Pague Menos will maintain their regular course of business, on an independent manner, until the closing date of the transaction.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


On December 31, 2021, the Company realized the calculation of impairment test of assets taking into account the amount of transaction and recognized a reduction in the amount of the subsidiary's assets in the amount of R$ 282,169, net of the effects of deferred income and social contribution taxes, as allocated below:

 

 

Amount

     Goodwill

68,273

     Residual surplus value of fixed assets

160

     Intangibles assets arising from business combination

76,136

     Property, plant, and equipment

60,548

     Right-of-use assets

38,957

     Taxes to recover

183,455

Impairment

427,529

     Deferred income and social contribution taxes

(145,360)

Net impairment

282,169

 

b. Oxiteno S.A. share purchase and sale agreement

 

On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“Oxiteno S.A.”) to Indorama Ventures PLC (“Indorama”). The total sale price  was US$ 1,300 million, of which US$ 1,150 million will be paid at closing of the transaction, subject to customary adjustments, such as changes in working capital and net debt position, and US$ 150 million will be paid in the second anniversary after closing. Oxiteno S.A. is controlled by the Company, which holds a 100% interest in the Company.

 

The Company's shareholders were offered, under the terms and for the purposes of article 253, items I and II, of the Brazilian Corporation Law, a period of 30 days to exercise the preemptive right to subscribe to new shares issued by Oxiteno and to acquire of shares sold by Ultrapar. No shareholder exercised said right.

 

Oxiteno S.A. will maintain its regular and independent course of business until the closing of the transaction. The transaction is subject to prior approval by the competition authorities of Brazil, the United States, Mexico and Colombia, in addition to the fulfillment of other conditions precedent to the business, as set out in the sales agreement. On September 28, 2021, the transaction was approved by the Superintendencia de Industria y Comercio of Colombia, on October 15, 2021, by the Federal Trade Commission – USA ("FTC") and on January 13, 2022 by the Comisión Federal de Competencia Económica do México (“COFECE”), without restrictions. Approval in Brazil by the Administrative Council for Economic Defense (“CADE”) remains pending.




Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Disclosure of the impacts of IFRS 5 (CPC 31) – Assets and liabilities held for sale and discontinued operations

 

The tables of assets and liabilities held for sale and discontinued operation are detailed below and include the financial position and profit or loss incurred throughout 2021 and 2020, 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, investments in associates that are not part of the sales transaction, among others.

 

c.1 The main classes of assets and liabilities classified as held for sale on December 31, 2021 are shown below:

 

Assets

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

334,882

 

53,099

 

 

387,981

Financial investments and hedging instruments

1,346,552

 

 

 

1,346,552

Trade receivables

993,960

 

35,743

 

 

1,029,703

Inventories

1,671,662

 

578,206

 

 

2,249,868

Recoverable taxes

634,718

 

62,053

 

 

696,771

Other assets

51,829

 

26,145

 

(5,035)

 

72,939

Total current assets

5,033,603

 

755,246

 

(5,035)

 

5,783,814

Non-current assets

 

 

 

 

 

 

 

Financial investments and hedging instruments

492,430

 

 

 

492,430

Related parties

 

1,674

 

(1,674)

 

Deferred income and social contribution taxes

541,756

 

200,194

 

 

741,950

Recoverable taxes

393,723

 

17,938

 

 

411,661

Other assets

10,538

 

4,136

 

 

14,674

 

1,438,447

 

223,942

 

(1,674)

 

1,660,715

Investments

36,207

 

5,000

 

(22,047)

 

19,160

Right-of-use assets, net

31,871

 

318,183

 

 

350,054

Property, plant, and equipment

2,787,241

 

154,663

 

 

2,941,904

Intangible assets

160,141

 

85,129

 

 

245,270

Total non-current assets

4,453,907

 

786,917

 

(23,721)

 

5,217,103

Total assets held for sale

9,487,510

 

1,542,163

 

(28,756)

 

11,000,917



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


Liabilities

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

Current liabilities

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

302,154

 

 

(62,841)

 

239,313

Trade payables

493,800

 

225,487

 

(1,949)

 

717,338

Trade payables – reverse factoring

725,246

 

-

 

-

 

725,246

Salaries and related charges

176,941

 

45,843

 

-

 

222,784

Taxes payables

53,988

 

15,696

 

-

 

69,684

Income and social contribution taxes payable

12,415

 

 

 

12,415

Post-employment benefits

3,311

 

-

 

-

 

3,311

Provision for tax, civil, and labor risks

2,946

 

520

 

-

 

3,466

Leases payable

11,702

 

64,312

 

-

 

76,014

Other liabilities

68,721

 

13,249

 

(13,264)

 

68,706

Total current liabilities

1,851,224

 

365,107

 

(78,054)

 

2,138,277

Non-current liabilities

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

5,728,028

 

 

(5,725,594)

 

2,434

Related parties

2,875

 

 

(2,875)

 

Deferred income and social contribution taxes

12,964

 

 

 

12,964

Post-employment benefits

6,806

 

287

 

-

 

7,093

Provision for tax, civil, and labor risks

33,149

 

2,370

 

-

 

35,519

Leases payable

22,786

 

314,915

 

-

 

337,701

Other liabilities

5,341

 

2,092

 

-

 

7,433

Total non-current liabilities

5,811,949

 

319,664

 

(5,728,469)

 

403,144

Total equity

1,824,337

 

857,392

 

(2,681,729)

 

-

Total liabilities held for sale and equity

9,487,510

 

1,542,163

 

(8,488,252)

 

2,541,421



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.2 The results for the year and cash flows from discontinued operations as of December 31, 2021 are shown below:

 

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

Net revenue from sales and services

7,102,771

 

1,986,932

 

(23,908)

 

9,065,795

Cost of products and services sold

(5,540,773)

 

(1,384,316)

 

23,908

 

(6,901,181)

Gross profit

1,561,998

 

602,616

 

 

2,164,614

Operating income (expenses)

 

 

 

 

 

 

 

Selling marketing and administrative

(978,221)

 

(685,794)

 

 

(1,664,015)

Impairment

 

(427,529)

 

 

(427,529)

Other operating income, net

26,924

 

(1,109)

 

 

25,815

Operating income (loss) before finance income (expenses) and share of profit of associates

610,701

 

(511,816)

 

 

98,885

Share of profit of associates

48

 

 

-

 

48

Operating income (loss) before finance income (expenses) and income and social contribution taxes

610,749

 

(511,816)

 

-

 

98,933

Financial result, net

(431,441)

 

(45,265)

 

329,736

 

(146,970)

Profit (loss) before income and social contribution taxes

179,308

 

(557,081)

 

329,736

 

(48,037)

Income and social contribution taxes

69,995

 

155,416

 

(112,110)

 

113,301

Profit (loss) for the year

249,303

 

(401,665)

 

217,626

 

65,264

Depreciation and amortization for the year (i)

308,564

 

154,850

 

-

 

463,414

 

(i) Balances included for complete breakdown of segment information.

 

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

Net cash provided by (used in) operating activities

1,016,580

 

(33,273)

 

(788)

 

982,519

Net cash used in investing activities

(122,363)

 

(35,072)

 

(1,298)

 

(158,733)

Net cash provided by (used in) investing activities

(1,054,930)

 

35,286

 

466,677

 

(552,967)

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

56,553

 

 

 

56,553

(Decrease) increase in cash and cash equivalents

(104,160)

 

(33,059)

 

464,591

 

327,372

 

c.2.1 In the parent company, the share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, were reclassified as discontinued operations in the total amount of R$ 65,264 in the statement of profit or loss for the year 2021, as per Notes 3.c.2 and 13.a.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.3 The results for the year and cash flows from discontinued operations as of December 31, 2020 are shown below:

 

 

12/31/2020

 

Discontinued operations

 

12/31/2020

 

Disclosed

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

 

Restated

Net revenue from sales and services

81,241,102

 

5,210,704

 

1,988,411

 

(16,069)

 

7,183,046

 

74,058,056

Cost of products and services sold

(75,628,214)

 

(4,188,711)

 

(1,399,125)

 

16,069

 

(5,571,767)

 

(70,056,447)

Gross profit

5,612,888

 

1,021,993

 

589,286

 

 

1,611,279

 

4,001,609

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

Selling marketing and administrative

(4,098,377)

 

(831,056)

 

(662,182)

 

-

 

(1,493,238)

 

(2,605,139)

Other operating income, net

297,544

 

153,457

 

(5,403)

 

-

 

148,054

 

149,490

Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates

1,812,055

 

344,394

 

(78,299)

 

 

266,095

 

1,545,960

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

(43,617)

 

414

 

 

-

 

414

 

(44,031)

Operating income (loss) before finance income (expenses) and income and social contribution taxes

1,768,438

 

344,808

 

(78,299)

 

-

 

266,509

 

1,501,929

Financial result, net

(269,374)

 

1,482

 

(38,938)

 

318,430

 

280,974

 

(550,348)

Profit (loss) before income and social contribution taxes

1,499,064

 

346,290

 

(117,237)

 

318,430

 

547,483

 

951,581

Income and social contribution taxes

(571,367)

 

(118,132)

 

(40,453)

 

(108,265)

 

(266,850)

 

(304,517)

Net income from continuing operations

 

 

 

 

 

647,064

Net income from discontinued operations

 

 

 

 

280,633

 

280,633

Profit (loss) for the year

927,697

 

228,158

 

(157,690)

 

210,165

 

280,633

 

927,697

Depreciation and amortization for the year (i)

1,556,599

 

275,063

 

153,899

 

-

 

428,962

 

1,127,637

 

(i) Balances included for complete breakdown of segment information.

 

 

12/31/2020

 

Discontinued operations

 

12/31/2020

 

Disclosed

(A)

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

(B)

 

Restated

(A-B)

Net cash provided by (used in) operating activities

3,138,119

 

765,090

 

111,396

 

(2,380)

 

874,106

 

2,264,013

Net cash used in investing activities

(2,136,405)

 

(159,349)

 

(6,484)

 

(321,557)

 

(487,390)

 

(1,649,015)

Net cash (used in) provided by investing activities

(592,333)

 

(1,236,490)

 

11,272

 

305,534

 

(919,684)

 

327,351

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

136,734

 

114,822

 

 

 

114,822

 

21,912

Increase (decrease) in cash and cash equivalents

546,115

 

(515,927)

 

116,184

 

(18,403)

 

(418,146)

 

964,261

 

c.3.1 In the parent company, the share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, were restated as discontinued operations in the total amount of R$ 280,633 in the statement of profit or loss for the year 2020, as per Notes 3.c.3 and 13.a.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


4. Principles of consolidation and investments in subsidiaries

 

a. Principles of consolidation

 

In the preparation of the consolidated financial statements 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 parent company obtains direct or indirect control over a Company and ceases when the parent company loses control of a company. Income and expenses of a subsidiary acquired are included in the consolidated statement of profit or loss and comprehensive income from the date the parent company gains the control. Income and expenses of a subsidiary, in which the parent company loses control, are included in the consolidated statement of profit or loss and comprehensive income until the date the parent company loses control.

 

When necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Investments in subsidiaries

 

The consolidated financial statements include the following direct and indirect subsidiaries:

 

 

 

 

 

% interest in the share

 

 

 

 

12/31/2021

 

12/31/2020

 

 

 

 

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

Companhia Ultragaz S.A.

Brazil

Ultragaz

 

-

 

99

 

-

 

99

Ultragaz Comercial Ltda.

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda. (1)

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Utingás Armazenadora S.A. (2)

Brazil

Ultragaz

 

-

 

57

 

-

 

57

Bahiana Distribuidora de Gás Ltda.

Brazil

Ultragaz

 

-

 

100

 

-

 

100

LPG International Inc.

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

Imaven Imóveis Ltda.

Brazil

Others

 

-

 

100

 

-

 

100

Imifarma Produtos Farmacêuticos e Cosméticos S.A. (3)

Brazil

Extrafarma

 

-

 

100

 

-

 

100

UVC Investimentos Ltda. (4)

Brazil

Others

 

-

 

99

 

-

 

99

Centro de Conveniências Millennium Ltda. and subsidiaries (5)

Brazil

Ipiranga

 

100

 

-

 

100

 

-

Oxiteno S.A. Indústria e Comércio (6)

Brazil

Oxiteno

 

100

 

-

 

100

 

-

Oxiteno Argentina Sociedad de Responsabilidad Ltda.

Argentina

Oxiteno

 

-

 

100

 

-

 

100

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

Brazil

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Uruguay S.A.

Uruguay

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno México S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Servicios Corporativos S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Servicios Industriales S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno USA LLC

United States

Oxiteno

 

-

 

100

 

-

 

100

Global Petroleum Products Trading Corp.

Virgin Islands

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Europe SPRL

Belgium

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Colombia S.A.S.

Colombia

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Shanghai LTD.

China

Oxiteno

 

-

 

100

 

-

 

100

Empresa Carioca de Produtos Químicos S.A.

Brazil

Oxiteno

 

-

 

100

 

-

 

100

Ultracargo – Operações Logísticas e Participações Ltda.

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A. (7)

Brazil

Ultracargo

 

-

 

99

 

-

 

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Tequimar Vila do Conde Logística Portuária S.A.

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 (8)

Brazil

Others

 

100

 

-

 

100

 

-

Eaí Clube Automobilista S.A. (9)

Brazil

Abastece aí

 

100

 

-

 

100

 

-



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


The percentages in the table above are rounded.

 

(1) Non-operating company in closing phase.
(2) In October 2020 there was a change in the share capital of the company Utingás, which became controlled by Companhia Ultragaz S.A. (“Cia Ultragaz”).
(3) On May 18, 2021 the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more details, see note 3.c.1.
(4) Subsidiary created in January 2020 to provide valuation, business management and financial advisory services to UVC - Fundo de investimento em participações multiestratégia investimento no exterior (“UVC – Fundo de investimento”). In September 2020 the Company’s name was changed to UVC Investimentos Ltda (“UVC Investimentos”).
(5)
In May 2020 there was a change in the participation of the capital of the subsidiary Millennium which became a direct subsidiary of the Company.
(6) On August 16, 2021, the Company announced the signing of agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more details, see Note 3.c.1.
(7)
In April 2021 the name of subsidiary Terminal Químico de Aratu S.A – Tequimar was changed to Ultracargo Logística S.A. (“Ultracargo Logística”).
(8)
Fund constituted on January 2020, the UVC has the purpose to monetize the resources of its shareholders through investment in promising companies in business segments that are complementary to the Company's businesses, with additional benefits such as of startups and new technologies.
(9) Subsidiary created in July 2020, focused on digital payments and electronic retail, uniting the “abastece aí” app and the “Km de Vantagens” program.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


5. Cash and cash equivalents, financial investments and hedge derivative financial instruments

 

Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits Interest Rate (“DI”), in repurchase agreement, financial bills, and in short term investments funds, whose portfolio comprised of Brazilian Federal Government bonds and in certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short term investments funds, whose portfolio comprised of Federal Government bonds; and (iii) in currency and interest rate hedging instruments. 

 

The financial assets were classified in Note 34.j, based on business model of financial assets of the Company and its subsidiaries.

 

Cash, cash equivalents and financial investments (consolidated) amounted to R$ 4,463,473 as of December 31, 2021 (R$ 8,672,160 as of December 31, 2020) are as follows:

 

a. Cash and cash equivalents

 

Cash and cash equivalents of the Company and its subsidiaries are presented as follows:

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Cash and bank deposits

 

 

 

 

 

 

 

In local currency

2,554

 

9,419

 

317,907

 

285,306

In foreign currency

-

 

-

 

16,640

 

119,775

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities

18,979

 

939,230

 

1,943,164

 

2,241,852

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

-

 

-

 

2,363

 

14,561

Total cash and cash equivalents

21,533

 

948,649

 

2,280,074

 

2,661,494



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

b. Financial investments and currency and interest rate hedging instruments

 

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

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities and funds

142,065

 

88,100

 

1,607,608

 

3,749,852

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities and funds

-

 

-

 

103,239

 

1,278,940

Currency and interest rate hedging instruments (a)

-

 

-

 

472,552

 

981,874

Total financial investments

142,065

 

88,100

 

2,183,399

 

6,010,666

Current

142,065

 

88,100

 

1,804,122

 

5,033,258

Non-current

-

 

-

 

379,277

 

977,408

 

(a) Accumulated gains, net of income tax (see Note 34.i). 

6. Trade receivables and reseller financing (Consolidated)

 

a. Trade receivables

 

The composition of trade receivables is as follows:

 

 

 

12/31/2021

 

12/31/2020

Domestic customers

 

3,805,756

 

3,443,641

Domestic customers – related parties (see Note 9.a.2)

 

57

 

151

Foreign customers

 

3,137

 

326,442

Foreign customers – related parties (see Note 9.a.2)

 

4,400

 

2,984

(-) Loss allowance for expected credit losses

 

(374,355)

 

(382,096)

 

 

3,438,995

 

3,391,122

Current

 

3,375,246

 

3,318,927

Non-current

 

63,749

 

72,195



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


The breakdown of trade receivables, gross of loss 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

12/31/2021

3,813,350

 

3,131,528

90,024

33,255

24,804

23,903

509,836

12/31/2020

3,773,218

 

2,963,163

124,606

27,970

21,389

47,169

588,921

 

The breakdown of loss 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

12/31/2021

374,355

 

21,962

1,595

3,049

2,761

14,926

330,062

12/31/2020

382,096

 

21,219

2,154

1,751

2,233

13,378

341,361

 

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

 

Balance as of December 31, 2019

 

404,886

Additions

 

194,220

Reversals

 

(203,994)

Write-offs

 

(13,016)

Balance as of December 31, 2020

 

382,096

Additions

 

177,872

Reversals

 

(150,160)

Write-offs

 

(18,646)

Reclassification to assets held for sale

 

(16,807)

Balance as of December 31, 2021

 

374,355

 

For more information about the allowance for loss allowance for expected credit losses see Note 34.d.3.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

b. Reseller financing

 

The composition of reseller financing is as follows:

 

 

 

12/31/2021

 

12/31/2020

Reseller financing – Ipiranga

 

1,183,312

 

1,165,395

(-) Loss allowance for expected credit losses

 

(185,278)

 

(197,011)

 

 

998,034

 

968,384

Current

 

582,562

 

549,129

Non-current

 

415,472

 

419,255

 

The breakdown of reseller financing, gross of loss 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

12/31/2021

1,183,312

 

770,008

19,260

24,290

14,373

26,685

328,696

12/31/2020

1,165,395

 

787,904

10,230

15,237

21,200

28,989

301,835

 

The breakdown of loss 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

12/31/2021

185,278

 

1,514

6,410

8,697

6,255

9,892

152,510

12/31/2020

197,011

 

22,872

785

1,812

2,397

14,684

154,461

 

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

 

Balance as of December 31, 2019

 

156,006

Additions

 

74,745

Reversals

 

(29,791)

Write-offs

 

(3,949)

Balance as of December 31, 2020

 

197,011

Additions

 

65,536

Reversals

 

(68,982)

Write-offs

 

(8,287)

Balance as of December 31, 2021

 

185,278

 

For more information about the allowance for loss allowance for expected credit losses see Note 34.d.3.


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


7. Inventories (Consolidated)

 

 The composition of inventories is as follows:

 

 

12/31/2021

 

12/31/2020

 

Cost

 

Provision for losses

 

Net balance

 

Cost

 

Provision for losses

 

Net balance

Fuels, lubricants and greases

3,042,932

 

(4,871)

 

3,038,061

 

1,682,841

 

(5,344)

 

1,677,497

Finished goods

-

 

-

 

-

 

646,180

 

(22,281)

 

623,899

Work in process

-

 

-

 

-

 

1,450

 

-

 

1,450

Raw materials

293,242

 

-

 

293,242

 

568,185

 

(1,827)

 

566,358

Liquefied petroleum gas (LPG)

151,831

 

(5,761)

 

146,070

 

110,767

 

(5,761)

 

105,006

Consumable materials and other items for resale

117,150

 

(1,875)

 

115,275

 

129,559

 

(2,598)

 

126,961

Pharmaceutical, hygiene, and beauty products

-

 

-

 

-

 

521,689

 

(2,611)

 

519,078

Purchase for future delivery (1)

302,456

 

(464)

 

301,992

 

198,986

 

(464)

 

198,522

Properties for resale

24,239

 

(107)

 

24,132

 

27,532

 

(107)

 

27,425

 

3,931,850

 

(13,078)

 

3,918,772

 

3,887,189

 

(40,993)

 

3,846,196

 

(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, 2019

40,724

Addition to net realizable value adjustment

2,245

Reversal of obsolescence and other losses

(1,976)

Balance as of December 31, 2020

40,993

Addition to net realizable value adjustment

5,974

Reversal of obsolescence and other losses

(5,184)

Reclassification to assets held for sale

(28,705)

Balance as of December 31, 2021

13,078

 

The breakdown of provisions for losses related to inventories is shown in the table below:

 

 

12/31/2021

 

12/31/2020

Net realizable value adjustment

8,269

 

17,488

Obsolescence and other losses

4,809

 

23,505

Total

13,078

 

40,993



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

8. Taxes to recover

 

a. Recoverable taxes (Consolidated)

 

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

 

 

12/31/2021

 

12/31/2020

ICMS (a.1)

893,206

 

1,129,325

PIS and COFINS (a.2) (a.3)

1,177,513

 

1,297,029

Value-added tax (IVA) of foreign subsidiaries

179

 

35,600

Others

37,127

 

57,704

Total

2,108,025

 

2,519,658

Current

1,061,227

 

1,044,850

Non-current

1,046,798

 

1,474,808

 

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

 

(i)  The subsidiaries Oxiteno S.A., Empresa Carioca de Produtos Químicos S.A. (“EMCA”) and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (“Oleoquímica”) had credits in the amount of R$ R$ 195,037 as of December 31, 2020 once predominantly carried out export operations, interstate outflow or deferred ICMS of products purchased within the State of Bahia. As of December 31, 2021, the amount of R$ 299,727 was reclassified to assets held for sale.
(ii) The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 893,206 (R$ 754,882 as of December 31, 2020) recognized, mainly, of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than the actual operation practiced by the subsidiary IPP.
(iii)  The subsidiary Extrafarma had ICMS credits and ICMS-ST (tax substitution) advances in the amount of R$ R$ 179,405 as of December 31, 2020, on the inflow and outflow of operations carried out by its distribution centers, mostly in the North and Northeast, as well as refunds of the ICMS-ST portion overpaid when the estimated calculation base is used higher than the actual operation. As of December 31, 2021, the amount of R$ 19,015, net of provision for impairment of assets, was reclassified to assets held for sale.

 

The amounts of recoverable ICMS are realized by the taxed operations itself, being a revolving credit, which means that the credits are monthly offset with the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within an average term of up to 5 years.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The estimated recovery of ICMS assets is stated as follows:

 

Up to 1 year

388,041

From 1 to 2 years

212,742

From 2 to 3 years

210,065

From 3 to 5 years

82,358

Total of recoverable ICMS, net of provision

893,206

 

The provision for ICMS losses, in the amount of R$ 48,502 (R$ 52,338 as of December 31, 2020), relates to tax credits of the subsidiaries whose amounts are not included within the term determined by its policy.

 

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

 

(i) The balance of PIS and COFINS includes credits recorded under Laws 10,637/2002 and 10,833/2003 in the amount of R$ 607,373 (R$ 651,051 as of December 31, 2020), whose consumption will occur through the offset of debts administered by the Brazilian Federal Revenue Service (“RFB”) in an estimated term of up to 2 years by management. As of December 31, 2021, the amount of R$ 93,108 was reclassified to assets held for sale, as per Note 3.a.

 

(ii) The subsidiaries IPP, Tropical Transportes Ipiranga Ltda (“Tropical”), AMPM, Iconic and Ultragaz have credits in the amount of R$ 570,140 (R$ 645,978 as of December 31, 2020) resulting from a favorable decision on the exclusion of ICMS from the calculation basis of PIS and COFINS (see item a.3 below). The management estimates the realization of these credits within up to 3 years. As of December 31, 2021, the amount of R$ 275,813 was reclassified to assets held for sale, as per Note 3.c.1.

 

The credit balance of PIS and COFINS is realized through the settlement of own debts in subsequent months or with other debts managed by the Receita Federal and social security for cases that the law allows.

 

The estimated recovery of PIS and COFINS credits is stated as follows:

 

Up to 1 year

635,880

From 1 to 2 years

523,558

From 2 to 3 years

18,075

Total of recoverable PIS and COFINS

1,177,513

 

a.3 On March 15, 2017, due to general repercussions, the STF decided that ICMS does not compose the basis for calculating PIS and COFINS. After filing the Union's Embargoes for Clarification, the STF definitively ruled about the thesis on May 13, 2021, reaffirming the exclusion of the highlighted ICMS from the PIS and COFINS calculation basis and modulating the effects of the decision for the lawsuits filed after March 15, 2017. Certain subsidiaries have credits originated from favorable decisions on the exclusion of ICMS from the PIS and COFINS calculation base, having been the respective subsidies to prove the amounts to be refunded properly confirmed by management and recorded in results, up to the present year of 2021, the amount of R$ 569,212, of which R$ 279,598 of principal and R$ 289,614 of monetary variation (R$ 154,225, of which R$ 66,415 of principal and R$ 87,810 of monetary variation up to 2020 – restated). As of December 31, 2021, the amount of R$ 598,216 was reclassified to profit (loss) from discontinued operations.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Recoverable income tax 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 the non-incidence of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments (see note 10.e), with management estimating the realization of these credits within up to 5 years.

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

IRPJ and CSLL

79,982

 

87,359

 

447,191

 

627,285

Current

56,499

 

47,913

 

291,833

 

366,080

Non-current

23,483

 

39,446

 

155,358

 

261,205

 

9. Related parties

 

a. Related parties

 

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

 

a.1 Parent

 

 

Assets

 

Liabilities

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income

Ipiranga Produtos de Petróleo S.A.

406,787 (1)

 

71,585

 

 

1,085

 

21,954 (1)

Cia Ultragaz S.A.

 

11,060

 

 

6,799

 

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

7,025

 

4,674

 

404

 

Oxiteno S.A. Indústria e Comércio

 

3,787

 

 

2

 

Ultracargo Logística S.A.

 

2,798

 

 

 

Eaí Clube Automobilista S.A.

 

200

 

 

 

UVC Investimentos Ltda

 

21

 

 

 

am/pm Comestíveis Ltda.

 

146

 

 

 

Iconic Lubrificantes S/A

 

11

 

 

 

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

 

293

 

 

322

 

Others

 

 

 

1

 

Total as of December 31, 2021

406,787

 

96,926

 

4,674

 

8,613

 

21,954



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

Assets

 

Liabilities

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income

Ipiranga Produtos de Petróleo S.A.

753,459 (2)

 

15,545

 

 

 

23,812 (2)

Cia Ultragaz S.A.

 

10,147

 

 

8,469

 

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

 

9,635

 

 

 

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

3,785

 

5,272

 

142

 

Oxiteno S.A. Indústria e Comércio

 

4,476

 

 

548

 

Centro de Conveniências Millennium Ltda.

 

3,700

 

 

 

Ultracargo Logística S.A.

 

1,695

 

 

277

 

Bahiana Distribuidora de Gás Ltda.

 

831

 

 

 

UVC Investimentos Ltda

 

69

 

 

 

Eaí Clube Automobilista S.A.

 

 

 

35

 

am/pm Comestíveis Ltda.

 

13

 

 

 

Total as of December 31, 2020

753,459

 

49,896

 

5,272

 

9,471

 

23,812

 

(1)  In March 2021 the subsidiary IPP made ​​its nineth private offering in one single series of 400,000 debentures at face value of R$ 1,000.00 (thousand Brazilian Reais) each, nonconvertible into shares, unsecured, with maturity on March 31, 2024 and semiannual interest linked to DI being subscribed the total by the Company.
(2) In March 2016 the subsidiary IPP made ​​its second private offering in one single series of 75 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais) each, nonconvertible into shares and unsecured, with maturity on March 31, 2021 and semiannual interest linked to DI being subscribed the total by the Company. The debentures were paid off on the maturity date.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

a.2 Consolidated

 

Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:

 

 

Loans

 

Assets

 

Liabilities

Química da Bahia Indústria e Comércio S.A. (1)

-

 

2,875

Others (1)

490

 

659

Total as of December 31, 2021

490

 

3,534

 

 

Loans

 

Assets

 

Liabilities

Química da Bahia Indústria e Comércio S.A. (1)

-

 

2,875

Routeasy Serviços de Assessoria Logística Ltda. (2)

2,334

 

-

Others (1)

490

 

836

Total as of December 31, 2020

2,824

 

3,711

 

(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) The loan contracted has a term of 36 months, can be extended by mutual agreement between the parties, being remunerated by the DI plus 3% p.a.

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Commercial transactions

 

Receivables

 

Payables

 

Sales and services

 

Purchases

Refinaria de Petróleo Riograndense S.A.

 

90,761

 

 

619,785

União Vopak Armazéns Gerais Ltda.

57

 

 

1,402

 

Chevron (Thailand) Limited

204

 

 

675

 

1,072

Chevron Lubricants Lanka PLC

 

 

164

 

Chevron Lubricants Oils S.A.

319

 

 

786

 

Chevron Marine Products

3,663

 

 

24,583

 

Chevron Oronite Brasil LTDA.

 

53,378

 

78

 

150,878

Chevron Products Company

 

158,557

 

 

789,452

Chevron Belgium NV

 

821

 

 

7,520

Chevron Petroleum CO Colombia          

214

 

 

392

 

Total as of December 31, 2021

4,457

 

303,517

 

28,080

 

1,568,707

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

Commercial transactions

 

Receivables

 

Right-of-use assets  (1)

 

Payables

 

Leases payable (1)

 

Sales and services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

-

 

-

 

1,772

 

-

 

471

 

19,077

 

-

Refinaria de Petróleo Riograndense S.A.

-

 

-

 

65,215

 

-

 

-

 

314,587

 

-

ConectCar Soluções de Mobilidade Eletrônica S.A.

151

 

-

 

104

 

-

 

3,062

 

154

 

-

LA’7 Participações e Empreend. Imob. Ltda. (a)

-

 

8,635

 

-

 

8,044

 

-

 

-

 

1,613

Chevron (Thailand) Limited

166

 

 

6

 

 

 

759

 

Chevron Brasil Oleos Basicos LTDA

 

 

6

 

 

 

 

Chevron Latin America Marketing LLC

118

 

 

 

 

 

 

Chevron Lubricants Lanka PLC

3

 

 

 

 

 

 

Chevron Lubricants Oils S.A.

823

 

 

 

 

 

 

Chevron Marine Products

1,873

 

 

 

 

 

 

Chevron Oronite Brasil LTDA.

 

 

37,482

 

 

 

108,198

 

Chevron Products Company

 

 

87,754

 

 

 

247,578

 

Chevron Belgium NV

 

 

785

 

 

 

6,707

 

Chevron Petroleum CO Colombia

1

 

 

 

 

 

 

Total as of December 31, 2020

3,135

 

8,635

 

193,124

 

8,044

 

3,533

 

697,060

 

1,613

 


(1)   Included in “right-of-use assets” and “leases payable”, respectively.

 

(a) Refers to rental contracts of 15 drugstores owned by LA’7 as of December 31, 2020, a company of the former shareholders of Extrafarma that are current shareholders of Ultrapar.

 

Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The operations of ConectCar refer to services provided. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, therefore, no provision for expected losses on accounts receivable or guarantees are recorded. Guarantees provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 17.i.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated) 


b. Key executives (Consolidated)

 

The Company’s compensation strategy 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. More details about the Deferred Stock Plan are contained in Note 9.c and about post-employment benefits in Note 21.b.

 

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

 

 

12/31/2021

 

12/31/2020

Short-term compensation

47,003

 

47,936

Stock compensation

15,778

 

4,786

Post-employment benefits

2,737

 

2,866

Termination benefits 5,637
-

Total

71,155

 

55,588

 

c. Deferred stock plan (Consolidated)

 

Since 2003 Ultrapar has adopted a stock plan in which the executive has the usufruct of 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 concession 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 awards was determined on the grant date based on the market value of the shares on the B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 


The table below summarizes shares granted to the Company and its subsidiaries’ management:

 

Grant date

Balance of 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

133,332

2022 to 2023

32.72

9,025

 

(8,440)

 

585

December 10, 2014

-

2021

25.32

19,557

 

(19,557)

 

March 5, 2014

-

2021

26.08

5,999

 

(5,999)

 

 

133,332

 

 

34,581

 

(33,996)

 

585

 

For the year ended December 31, 2021 the amortization in the amount of R$ 1,902 (reversal of R$ 64 for year ended December 30, 2020 – restated) was recognized as a general and administrative expense.

 

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

 

Balance on December 31, 2019

 

1,224,524

Cancellation of granted shares due to termination of executive employment

 

(200,000)

Shares vested and transferred

 

(322,264)

Balance on December 31, 2020

 

702,260

Shares vested and transferred

 

(448,930)

Reclassification to assets held for sale

 

(119,998)

Balance on December 31, 2021

 

133,332

 

In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) of approved a new incentive plan based on shares (Plan), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, in periods of three to six years, to directors or employees of the Company or its subsidiaries.

 

As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.




Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The table below summarizes the restricted and performance stock programs:

 

Program

Grant date


Balance of 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

Restricted

October 1, 2017


240,000


2023


38.19


9,293

 

(9,293)

 

-

Restricted

November 8, 2017


4,596


2022


38.19


1,018

 

(994)

 

24

Restricted

April 4, 2018


31,220


2022 to 2023


34.35


3,013

 

(2,902)

 

111

Performance

April 4, 2018


5,550


2022 to 2023


34.35


356

 

(267)

 

89

Restricted

September 19, 2018


80,000


2024


19.58


1,020

 

(1,020)

 

-

Restricted

September 24, 2018


80,000


2024


18.40


3,170

 

(1,250)

 

1,920

Restricted

April 3, 2019


176,184


2022 to 2024


23.25


7,004

 

(5,479)

 

1,525

Performance

April 3, 2019


83,412


2022 to 2024


23.25


3,587

 

(2,212)

 

1,375

Restricted

September 2, 2019


440,000


2025


16.42


9,965

 

(3,875)

 

6,090

Restricted

April 1, 2020


290,082


2023 to 2025


12.53


5,668

 

(3,135)

 

2,533

Performance

April 1, 2020


238,188


2023 to 2025


12.53


5,494

 

(2,960)

 

2,534

Restricted

September 16, 2020


700,000


2026


23.03


13,259

 

(5,847)

 

7,412

Restricted

April 7, 2021


522,716


2024


20.85


17,985

 

(5,141)

 

12,844

Performance

April 7, 2021


522,716


2024


20.85


17,985

 

(5,141)

 

12,844

Restricted

September 22, 2021


1,000,000


2027


14.17


19,547

 

(1,087)

 

18,460

 

 


4,415,294


 


 


118,364

 

(50,603)

 

67,761

 

For the year ended December 31, 2021, a general and administrative expense in the amount of R$ 24,067 was recognized in relation to the Plan (R$ 10,440 for the year ended December 31, 2020 – restated).

 

Balance on December 31, 2019

 

1,738,660

Shares granted on April 1, 2020

 

877,788

Shares granted on September 16, 2020

 

700,000

Cancellation of granted shares due to termination of executive employment

 

(353,294)

Cancellation of performance shares

 

(52,992)

Balance on December 31, 2020

 

2,910,162

Shares granted on April 7, 2021

 

1,386,504

Shares granted on September 22, 2021

 

1,000,000

Performance shares (i)

 

(133,326)

Cancellation of granted shares due to termination of executive employment

 

(133,186)

Reclassification to assets held for sale

 

(614,860)

Balance on December 31, 2021

 

4,415,294

 

(i) Refers to the reversal of the provision constituted in view of the significant probability that performance indicators will not be achieved.


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


10. Income and social contribution taxes


a. Deferred income (IRPJ) and social contribution taxes (CSLL)

 

The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provision for differences between cash and accrual basis, tax loss carryforwards, negative tax bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for impairment of assets

-

 

-

 

57,924

 

75,231

Provisions for tax, civil, and labor risks

-

 

-

 

188,236

 

138,516

Provision for post-employment benefits

760

 

1,078

 

73,335

 

96,108

Provision for differences between cash and accrual basis (i)

-

 

-

 

24,754

 

606,054

Goodwill

-

 

-

 

4,825

 

5,161

Business combination – tax basis vs. accounting basis of goodwill

-

 

-

 

18,699

 

75,515

Provision for asset retirement obligation

-

 

-

 

16,991

 

15,728

Provision for suppliers

6,354

 

4,284

 

39,364

 

49,501

Provision for profit sharing and bonus

9,541

 

9,445

 

44,876

 

56,873

Leases payable

1,264

 

976

 

41,463

 

41,932

Change in fair value of subscription warrants

10,957

 

22,833

 

10,957

 

22,833

Provision for deferred revenue

-

 

-

 

15,643

 

25,770

Other provisions

85

 

95

 

2,769

 

14,917

Tax losses and negative basis for social contribution carryforwards (10.d)

43,441

 

26,730

 

148,345

 

363,862

Total

72,402

 

65,441

 

688,181

 

1,588,001

Offset liability balance of deferred IRPJ and CSLL

-


(448)

 

(116,426)

 

(613,290)

Net balance of deferred taxes assets

72,402

 

64,993

 

571,755

 

974,711

Liabilities - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of PP&E

-

 

-

 

408

 

1,776

Leases payable

-

 

-

 

138

 

1,895

Provision for differences between cash and accrual basis (i)

-

 

448

 

19,664

 

402,780

Provision for goodwill

-

 

-

 

28,676

 

92,242

Business combination – fair value of assets

-

 

-

 

66,079

 

111,832

Other provisions

-

 

-

 

1,743

 

15,497

Total

-

 

448

 

116,708

 

626,022

Offset asset balance of deferred IRPJ and CSLL

-

 

(448)

 

(116,426)

 

(613,290)

Net balance of deferred taxes liabilities

-

 

-

 

282

 

12,732

 

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



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial Statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Initial balance

64,993

 

41,613

 

961,979

 

646,163

Deferred IRPJ and CSLL recognized in income of the year

7,693

 

23,246

 

242,246

 

234,244

Deferred IRPJ and CSLL of subsidiaries classified as discontinued operations

-

 

-

 

110,821

 

(146,305)

Deferred IRPJ and CSLL recognized in other comprehensive income

(284)

 

(80)

 

(11,366)

 

210,034

Reclassification to assets held for sale

-

 

-

 

(728,986)

 

-

Others

-

 

214

 

(3,221)

 

17,843

Final balance

72,402

 

64,993

 

571,473

 

961,979

 

The estimated recovery of the deferred tax asset of IRPJ and CSLL is shown as follows:

 

 

Parent

 

Consolidated

Up to 1 year

59,516

 

324,216

From 1 to 2 years

1,666

 

41,760

From 2 to 3 years

1,628

 

42,853

From 3 to 5 years

3,143

 

128,144

From 5 to 7 years

2,698

 

69,569

From 7 to 10 years

3,751

 

81,639

Total of deferred tax assets relating to IRPJ and CSLL

72,402

 

688,181

 

In order to evaluate the realization of deferred tax assets, the taxable income projections from business plans of each segment of the Company which indicates trends and perspectives, demand effects, competition and other economic factors, and that represent the management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset were taken into account.

 

The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate, commodity price index, among others. The balances of Company and its subsidiaries of R$ 688,181 and parent of R$ 72,402 were supported by the technical study on taxable profit projections for the realization of deferred tax assets.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b. Reconciliation of income and social contribution taxes


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

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

 

 

 

Restated (i)

 

 

 

Restated (i)

Income before taxes

774,484

 

593,803

 

1,006,648

 

951,581

Statutory tax rates – %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(263,325)

 

(201,893)

 

(342,260)

 

(323,538)

Adjustments to the statutory income and social contribution taxes:


 

 

 

 

 

 

Nondeductible expenses (ii)

(12,376)

 

(7,013)

 

(45,569)

 

(33,420)

Nontaxable revenues (iii)

-

 

-

 

2,571

 

2,757

Monetary variation (SELIC) on repetition of tax undue payments (iv)

3,544

 

-

 

136,060

 

-

Adjustment to estimated income (v)

-

 

-

 

3,901

 

8,850

Unrecorded deferred income and social contribution taxes carryforwards deferred (vi)

-

 

-

 

(5,285)

 

(3,166)

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

281,851

 

227,776

 

(5,995)

 

(14,972)

Other adjustments

1,021

 

77

 

21,414

 

12,911

Income and social contribution taxes before tax incentives

10,715

 

18,947

 

(235,163)

 

(350,578)

Tax incentives - SUDENE

-

 

-

 

47,129

 

46,061

Income and social contribution taxes in the income statement

10,715

 

18,947

 

(188,034)

 

(304,517)

Current

3,022

 

(4,299)

 

(430,280)

 

(538,761)

Deferred

7,693

 

23,246

 

242,246

 

234,244

Effective IRPJ and CSLL rates – %

(1.4)

 

(3.2)

 

18.7

 

32.0

 


(i) For more information on the restatement, see note 3.c.1.

(ii) 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 effects of foreign subsidiaries and certain provisions.

(iii) Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions.

(iv) Refers to amounts related to non-taxation of IRPJ/CSLL on monetary variation (SELIC) in the repetition of undue tax lawsuits (see note 10.e).

(v) Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of 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.

(vi) See Note 10.d.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


c. Tax incentives – SUDENE

 

For belonging to the sectors of the economy considered priority for the subsidized areas, under the terms of the development program of region operated by the Superintendence for the Development of the Northeast (“SUDENE”), the following subsidiaries, in compliance with the current law have entitled to federal tax benefits providing for IRPJ reduction under:

 

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.

Suape terminal (1)

75

2030

 

Aratu terminal

75

2022

 

Itaqui terminal (2)

75

2030



(1) On August 18, 2021, SUDENE issued the report recognizing the renewal of the benefit, which was homologated by the SRF on October 5, 2021, with the respective benefit being retroactive to January 2021. The report recognizing the renewal of the benefit for fruition runs until December 31, 2030.




(2) On December 22, 2021, SUDENE issued the report recognizing the benefit renewal to fruition until December 31, 2030. The request was submitted to Receita Federal and approved in January 2022, retroactive to January 1, 2021.


On December 31, 2021, the IRPJ reduction benefit, granted by the claims in force to the subsidiaries Oxiteno S.A., Oleoquímica and EMCA, were reclassified to assets held for sale, see note 3.c.

 

d. Income and social contribution taxes carryforwards

 

As of December 31, 2021, the Company and some subsidiaries had tax loss carryforwards related to income tax (IRPJ) and negative basis of CSLL, whose compensations are limited to 30% of taxable income in a given tax year, which do not expire.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The balances which are constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:

 

 

12/31/2021

 

12/31/2020

Oil Trading

53,839

 

-

Ultrapar (i)

43,441

 

27,736

Abastece aí

41,065

 

7,362

Tequimar Vila do conde

9,861

 

489

Ultracargo

139

 

107

Oxiteno S.A. (ii)

-

 

205,604

Ipiranga

-

 

44,537

Iconic

-

 

5,691

Extrafarna (ii)

-

 

72,318

UVC Investimentos

-

 

18

 

148,345

 

363,862


(i) Considers the amount of R$ 8,510 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of December 31, 2021 (R$ 7,659 as of December 31, 2020).


(ii) As of December 31, 2021, the amounts of R$ 247,912 and R$ 72,318, referring to the balances constituted on deferred charges related to IRPJ tax losses and negative CSLL bases for the subsidiaries Oxiteno S.A. and Extrafarma, respectively, were reclassified to assets held for sale.


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

 

 

12/31/2021

 

12/31/2020

Extrafarma

312,521

 

294,400

Integra Frotas

11,769

 

7,802

Millennium

3,174

 

640

 

327,464

 

302,842


e. Non-incidence 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-incidence of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the incidence of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of tax undue payments is unconstitutional. The Company and its subsidiaries recognized R$ 106,667 related to this topic. On December 31, 2021, the amount of R$ 74,243 related to the subsidiaries Extrafarma, Oxiteno S.A., Oleoquímica and EMCA, was reclassified to assets held for sale.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


11. Prepaid expenses

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Rents

-

 

-

 

54,327

 

30,400

Advertising and publicity

-

 

-

 

28,410

 

17,752

Deferred stock plan, net

1,828

 

2,970

 

4,399

 

9,900

Insurance premiums

3,351

 

971

 

26,917

 

58,675

Software maintenance

3,522

 

3,105

 

19,863

 

24,233

Employee benefits

595

 

526

 

8,362

 

8,924

IPVA and IPTU

-

 

-

 

1,553

 

2,632

Contribution - private pension fund (see Note 21.a)

-

 

-

 

19,831

 

36,068

Other prepaid expenses

-

 

-

 

5,730

 

14,045

 

9,296

 

7,572

 

169,392

 

202,629

Current

7,548

 

3,684

 

98,024

 

132,122

Non-current

1,748

 

3,888

 

71,368

 

70,507


12. Contractual assets with customers – exclusive rights (Consolidated)


Refers to exclusive rights disbursements of Ipiranga’s agreements with reseller service stations and major consumers that are recognized at the time of their occurrence and recognized as a reductions of the revenue from sales and services in the statement of profit or loss according to the conditions established in the agreement, being reviewed as changes occur under the terms of the agreements. In December 31, 2021, the contracts amortization weighted average term was five years.

 

Balance and changes are shown below:

 

Balance as of December 31, 2019

 

1,465,989

Additions

 

549,085

Amortization

 

(289,436)

Transfer

 

(19,307)

Balance as of December 31, 2020

 

1,706,331

Additions

 

689,986

Amortization

 

(282,521)

Transfer

 

(34,570)

Balance as of December 31, 2021

 

2,079,226

Current

 

555,052

Non-current

 

1,524,174



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

13. Investments

 

The table below presents the amount reconciliation of share of profit (loss) of subsidiaries, joint ventures and associates:

 

 

 

Parent


Consolidated

 

Note

12/31/2021


12/31/2020


12/31/2021


12/31/2020









Restated (i)

Subsidiaries

13.a

828,150


691,721


-


-

Joint ventures

13.b

822


(21,788)


(18,068)


(45,812)

Associates

13.c

-


-


434


1,781

 

 

828,972


669,933


(17,634)


(44,031)

(i) See Note 3.c.3.

 

a. Subsidiaries and joint venture (Parent)

 

The table below presents the full amounts of statements of financial position and statements of profit or loss of subsidiaries and joint venture:

 

 

12/31/2021

 

Subsidiaries

Joint venture

 

Ultracargo - Operações Logísticas e Participações Ltda.

Ipiranga Produtos de Petróleo S.A.

Ultrapar International S.A.

UVC

 

Centro de Conveniências Millennium Ltda. (**)

Eaí Clube Automobilista S.A.

Refinaria de Petróleo Riograndense S.A.

Number of shares or units held

11,839,764

224,467,228,244

49,995

150

 

16,990,008

160,000,000

5,078,888

Assets

1,477,660

22,477,725

7,807,523

36,518

 

14,180

154,263

452,681

Liabilities

2,771

14,958,089

7,821,722

27

 

4,852

75,367

438,981

Equity

1,474,889

7,519,636

(14,199)

36,491

 

9,328

78,896

13,700

Net revenue from sales and services

-

95,424,365

-

-

 

36,734

84,733

2,092,786

Net income (loss)

180,742

513,253

19,501

(3,433)

 

(3,850)

(62,088)

2,477

% of capital held

100

100

100

100

 

100

100

33

 

(**) Balances are valued using the equity method based on information as of November 30, 2021.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

12/31/2020

 

Subsidiaries

 

Joint venture

 

Ultracargo - Operações Logísticas e Participações Ltda.

Oxiteno S.A. Indústria e Comércio 

Ipiranga Produtos de Petróleo S.A.

Ultrapar International S.A.

 

UVC

Centro de Conveniências Millennium Ltda.

Eaí Clube Automobilista S.A.

 

Refinaria de Petróleo Riograndense S.A.

Number of shares or units held

11,839,764

35,102,127

224,467,228,244

49,995

 

150

15,194,789

80,000,000

 

5,078,888

Assets

1,423,217

8,142,503

20,612,986

7,239,492

 

4,385

14,902

85,858

 

462,990

Liabilities

2,861

6,435,367

13,288,033

7,273,193

 

27

5,314

22,072

 

469,300

Equity

1,420,356

1,707,136 (*)

7,324,953 (*)

(33,701)

 

4,358

9,588

63,786

 

(6,310)

Net revenue from sales and services

4,039,475

64,352,163

 

-

10,034

17,223

 

1,455,668

Net income (loss)

157,404

228,146 (*)

617,218 (*)

(6,201)

 

(3,598)

(1,601)

(19,014)

 

(65,623)

% of capital held

100

100

100

100

 

100

100

100

 

33

 

(*) Adjusted for intercompany unrealized profits.


The percentages in the table above are rounded.

 

The financial information from business segments is detailed in Note 33.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


Balances and changes in subsidiaries and joint venture are as follows:

 



Subsidiaries
Joint venture 

 

 

Ultracargo Operações Logísticas e Participações Ltda.

 

Oxiteno S.A. Indústria e Comércio 

 

Ipiranga Produtos de Petróleo S.A.

 

UVC

 

Centro de Conveniências Millennium Ltda.

 

Eaí Clube Automobilista S.A.

 

Ultrapar International S.A.


Total


Refinaria de Petróleo Riograndense S.A.


Total

Balance as of December 31, 2019

 

1,261,997

 

1,803,209

 

7,020,747

 

 

 

 


10,085,953


18,792


10,104,745

Share of profit (loss) of subsidiaries and joint venture from continuing operations

 

157,404

 

(12)

 

783,550

 

(3,598)

 

(1,601)

 

(19,014)

 

(225,008)


691,721


(21,788)


669,933

Share of profit (loss) of subsidiaries and joint venture from discontinued operations (ii)

 

 

228,158

 

(166,332)

 

 

 

 

218,807


280,633


-


280,633

Dividends

 

 

(141,138)

 

(305,130)

 

 

 

 


(446,268)


(165)


(446,433)

Tax charges on revaluation reserve

 

 

 

(12)

 

 

 

 


(12)



(12)

Equity instrument granted

 

503

 

703

 

1,902

 

 

 

2,800

 


5,908



5,908

Valuation adjustment of subsidiaries (i)

 

487

 

(312,953)

 

(7,554)

 

 

 

 


(320,020)


1,065


(318,955)

Translation adjustments of foreign-based subsidiaries

 

 

129,169

 

 

 

 

 


129,169



129,169

Capital increase in cash

 

 

 

 

7,956

 

10,000

 

80,000

 


97,956



97,956

Loss due to the payments fixed dividends to preferred shares

 

(35)

 

 

(1,029)

 

 

 

 


(1,064)



(1,064)

Shareholder transaction – changes of investments

 

 

 

(1,189)

 

 

1,189

 

 


-



-

Transfer to provision for liabilities

 

 

 

 

 

 

 

6,201


6,201


2,096


8,297

Balance as of December 31, 2020

 

1,420,356

 

1,707,136

 

7,324,953

 

4,358

 

9,588

 

63,786

 


10,530,177



10,530,177

Share of profit (loss) of subsidiaries and joint venture from continuing operations

 

180,742

 

(14)

 

914,918

 

(3,433)

 

(3,850)

 

(62,088)

 

(198,125)


828,150


822


828,972

Share of profit (loss) of subsidiaries and joint venture from discontinued operations (ii)

 

-

 

249,303

 

(401,665)

 

-

 

-

 

-

 

217,626


65,264


-


65,264

Dividends

 

(127,969)

 

(215,114)

 

(349,893)

 

-

 

-

 

-

 

-


(692,976)


-


(692,976)

Equity instrument granted

 

1,507

 

1,281

 

3,643

 

-

 

-

 

(2,800)

 

-


3,631


-


3,631

Valuation adjustment of subsidiaries (i)

 

11

 

7,720

 

(375)

 

-

 

-

 

(2)

 

(2)


7,352


99


7,451

Translation adjustments of foreign-based subsidiaries

 

-

 

73,049

 

-

 

-

 

-

 

-

 

-


73,049


-


73,049

Actuarial gain of post-employment benefits, net

 

242

 

976

 

28,055

 

-

 

-

 

-

 

-


29,273


5,723


34,996

Capital increase in cash

 

-

 

-

 

-

 

35,566

 

3,590

 

80,000

 

-


119,156


-


119,156

Transfer to (from) provision for liabilities

 

-

 

-

 

-

 

-

 

-

 

-

 

(19,499)


(19,499)


(2,096)


(21,595)

Reclassification to assets held for sale (iii)

 

-

 

(1,824,337)

 

(857,392)

 

-

 

-

 

-

 

-


(2,681,729)


-


(2,681,729)

Balance as of December 31, 2021

 

1,474,889

 

-

 

6,662,244

 

36,491

 

9,328

 

78,896

 

-


8,261,848


4,548


8,266,396



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


(i) Refers, substantially to the income on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flow hedges, see Note 34.h.2.
(ii) Refers to the restatement and reclassification of share of profit (loss) of investees, in the parent company's results, for more details see note 3.c.2.1 and 3.c.3.1.
(iii) For further details, see explanatory note 3.c.1.

 

 

 

Provision to short-term liabilities

 

 

 

 

Investments in subsidiaries

 

Joint venture

 

 

 

 

Ultrapar International S.A.

 

Refinaria de Petróleo Riograndense S.A.

 

Total

Balance as of December 31, 2019

 

27,497

 

-

 

27,497

Transfer to provision for short-term liabilities

 

6,201

 

2,096

 

8,297

Balance as of December 31, 2020

 

33,698

 

2,096

 

35,794

Transfer to (from) provision for short-term liabilities

 

(19,499)

 

(2,096)

 

(21,595)

Balance as of December 31, 2021

 

14,199

 

-

 

14,199




Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b. Joint ventures (Consolidated)

 

The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.

 

The subsidiary Ultracargo Logística holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage in the port of Paranaguá.

 

The subsidiary IPP held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking in the States of Bahia, Ceará, Espírito Santo, Goiás, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal. On June 25, 2021, the sale of ConectCar, completed on October 1, 2021. For further details see item 13.b.1.

 

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), participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), has participation in the 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”) (see Note 35.c).

 

These investments of joint ventures are accounted for under the equity method of accounting based on their financial statements as of December 31, 2021.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


Balances and changes in joint ventures are as follows:

 

 

União Vopak

 

RPR

 

ConectCar

 

Latitude Logística

 

Navegantes Logística

 

Nordeste Logística I

 

Nordeste Logística II

 

Nordeste Logística III

 

Total

Balance as of December 31, 2019

7,342

 

18,792

 

82,818

 

10,351

 

23,581

 

1,930

 

4,183

 

4,079

 

153,076

Capital increase

 

 

20,000

 

 

 

303

 

3,894

 

5,006

 

29,203

Capital decrease (i)

 

 

 

 

(363)

 

 

 

 

(363)

Valuation adjustments

 

1,065

 

 

 

 

 

 

 

1,065

Proposed dividends

 

(165)

 

 

 

 

 

 

 

(165)

Share of profit (loss) of joint ventures

392

 

(21,788)

 

(21,638)

 

 

(1,594)

 

(1,409)

 

(401)

 

626

 

(45,812)

Transfer to provision for liabilities

 

2,096

 

 

 

 

 

 

 

2,096

Balance as of December 31, 2020

7,734

 

 

81,180

 

10,351

 

21,624

 

824

 

7,676

 

9,711

 

139,100

Capital increase

-

 

-

 

15,000

 

5,001

 

3,697

 

-

 

6,399

 

600

 

30,697

Capital decrease (i)

-

 

-

 

-

 

(5,001)

 

-

 

-

 

-

 

-

 

(5,001)

Valuation adjustments

-

 

99

 

-

 

-

 

-

 

-

 

-

 

-

 

99

Actuarial gain of post-employment benefits

-

 

5,723

 

-

 

-

 

-

 

-

 

-

 

-

 

5,723

Shareholder transaction – changes of investments

-

 

-

 

-

 

(966)

 

-

 

-

 

-

 

-

 

(966)

Share of profit (loss) of joint ventures

602

 

822

 

(18,081)

 

593

 

(3,032)

 

1,592

 

(819)

 

255

 

(18,068)

Write-off of investment

-

 

-

 

(78,099)

 

-

 

-

 

-

 

-

 

-

 

(78,099)

Transfer from provision for liabilities

-

 

(2,096)

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,096)

Balance as of December 31, 2021

8,336

 

4,548

 

-

 

9,978

 

22,289

 

2,416

 

13,256

 

10,566

 

71,389

 

(i) Refers to reimbursement of expenses that preceded the port area auctions and that were apportioned among the other members of the consortium.

 

 

Provision to (from) short-term liabilities

 

RPR

Balance as of December 31, 2019

Transfer to provision for liabilities

2,096

Balance as of December 31, 2020

2,096

Transfer from provision for liabilities

(2,096)

Balance as of December 31, 2021

-



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The table below presents the statements of financial position and statements of profit or loss of joint ventures:

 

 

12/31/2021

 

União Vopak

 

RPR

 

ConectCar (i)

 

Latitude Logística

 

Navegantes Logística

 

Nordeste Logística I

 

Nordeste Logística II

 

Nordeste Logística III

Current assets

10,068

 

273,029

 

171,894

 

18,798

 

5,393

 

52,022

 

36,958

 

17,458

Non-current assets

9,696

 

179,652

 

177,217

 

50,215

 

167,170

 

18,346

 

17,279

 

49,439

Current liabilities

2,824

 

354,001

 

174,030

 

9,151

 

256

 

46,615

 

1,418

 

13,960

Non-current liabilities

268

 

84,980

 

18,883

 

39,906

 

105,440

 

16,504

 

13,052

 

21,239

Equity

16,672

 

13,700

 

156,198

 

19,956

 

66,867

 

7,249

 

39,767

 

31,698

Net revenue from sales and services

17,660

 

2,092,786

 

60,436

 

5,895

 

-

 

11,625

 

2,016

 

7,561

Costs, operating expenses and income

(16,144)

 

(2,105,544)

 

(97,095)

 

(2,591)

 

(1,579)

 

(3,260)

 

(3,980)

 

(5,030)

Net finance income and income and social contribution taxes

(312)

 

15,235

 

497

 

(2,118)

 

(7,517)

 

(3,589)

 

(494)

 

(1,765)

Net income (loss)

1,204

 

2,477

 

(36,162)

 

1,186

 

(9,096)

 

4,776

 

(2,458)

 

766

Number of shares or units held

29,995

 

5,078,888

 

263,768,000

 

4,383,881

 

22,298,195

 

681,637

 

3,933,265

 

4,871,241

% of capital held

50

 

33

 

50

 

50

 

33

 

33

 

33

 

33

 

The percentages in the table above are rounded.

 

(i)  The balances presented refer to September 30, 2021, due to the completion of the sale of ConectCar on October 1, 2021, for further details see note 13.b.1.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 


12/31/2020

 

União Vopak

 

RPR

 

ConectCar

 

Navegantes Logística (*)

 

Nordeste Logística I (*)

 

Nordeste Logística II (*)

 

Nordeste Logística III (*)

Current assets

8,510

 

291,720

 

161,371

 

24,691

 

972

 

18,531

 

21,513

Non-current assets

9,796

 

171,270

 

169,843

 

166,389

 

6,021

 

18,005

 

30,503

Current liabilities

2,698

 

363,388

 

168,854

 

8

 

4

 

5

 

6

Non-current liabilities

140

 

105,912

 

 

126,201

 

4,516

 

13,504

 

22,877

Equity

15,468

 

(6,310)

 

162,360

 

64,871

 

2,473

 

23,027

 

29,133

Net revenue from sales and services

15,666

 

1,455,668

 

91,096

 

 

 

 

Costs, operating expenses and income

(14,408)

 

(1,531,652)

 

(134,961)

 

(3,480)

 

(4,225)

 

(1,203)

 

1,878

Net finance income and income and social contribution taxes

(474)

 

10,361

 

589

 

(1,301)

 

 

 

Net income (loss)

784

 

(65,623)

 

(43,276)

 

(4,781)

 

(4,226)

 

(1,203)

 

1,878

Number of shares or units held

29,995

 

5,078,888

 

248,768,000

 

22,298,195

 

681,637

 

3,933,265

 

4,871,241

% of capital held

50

 

33

 

50

 

33

 

33

 

33

 

33

 

(*) Accumulated income for the period as of incorporation.

 

The percentages in the table above are rounded.

 

b.1 ConectCar share purchase and sale agreement

 

The Company concluded the process of selling its interest in ConectCar started on June 25, 2021. On September 30, 2021, ConectCar was controlled by IPP and by Redecard S.A., belonging to Itaú Unibanco Holding S.A., both with equal interests of 50%.

 

On October 1, 2021, the Company announced the conclusion of the sale of its interest in ConectCar through its subsidiary IPP to Porto Seguro S.A., through its subsidiary Portoseg SA – Credit, Financing and Investment. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


c. Associates (Consolidated)

 

Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.

 

Subsidiary Oxiteno S.A. holds an interest in Oxicap Indústria de Gases Ltda. (“Oxicap”), which is primarily engaged in the supply of nitrogen and oxygen for its shareholders in the Mauá petrochemical complex. Due to the sale of the subsidiary, the balances were reclassified to assets of subsidiaries held for sale at December 31, 2021, for further details see note 3.

 

The subsidiary Oxiteno S.A. holds an interest in Química da Bahia Indústria e Comércio S.A. (“Química da Bahia”), which is primarily engaged in manufacturing, marketing, and processing of chemicals. The operations of Química da Bahia are currently suspended. This interest is not part of the Oxiteno sale transaction.

 

Subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.

 

Subsidiary Cia. Ultragaz holds an interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.

 

These investments are accounted for under the equity method of accounting based on the financial statements as of December 31, 2021.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


Balances and changes in associates are as follows:

 

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

 

Total

Balance as of December 31, 2019

5,661

 

15,934

 

3,554

 

138

 

463

 

25,750

Dividends

(2,357)

 

-

 

-

 

-

 

-

 

(2,357)

Share of profit (loss) of associates

1,846

 

-

 

(12)

 

(91)

 

38

 

1,781

Share of profit (loss) of associates - discontinued operations

-

 

414

 

-

 

-

 

-

 

414

Balance as of December 31, 2020

5,150

 

16,348

 

3,542

 

47

 

501

 

25,588

Capital decrease

(1,500)

 

-

 

-

 

-

 

-

 

(1,500)

Dividends

(998)

 

-

 

-

 

-

 

-

 

(998)

Share of profit (loss) of associates

552

 

-

 

(14)

 

(100)

 

(4)

 

434

Share of profit (loss) of associates - discontinued operations

-

 

48

 

-

 

-

 

-

 

48

Reclassification to assets held for sale

-

 

(16,396)

 

-

 

-

 

-

 

(16,396)

Balance as of December 31, 2021

3,204

 

-

 

3,528

 

(53)

 

497

 

7,176




Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The table below presents the statements of financial position and statements of profit or loss of associates:

 

 

12/31/2021

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

Current assets

7,685

 

90,156

 

14

 

47

 

568

Non-current assets

11,611

 

70,496

 

10,151

 

126

 

1,804

Current liabilities

5,875

 

44,408

 

-

 

28

 

158

Non-current liabilities

601

 

7,562

 

3,109

 

303

 

724

Equity

12,820

 

108,682

 

7,056

 

(158)

 

1,490

Net revenue from sales and services

15,126

 

69,611

 

-

 

-

 

-

Costs, operating expenses and income

(12,691)

 

(68,390)

 

(28)

 

(239)

 

18

Net finance income and income and social contribution taxes

(226)

 

(904)

 

-

 

(61)

 

(31)

Net income (loss)

2,209

 

317

 

(28)

 

(300)

 

(13)

 

 

 

 

 

 

 

 

 

 

Number of shares or units held

20,124,996

 

1,987

 

1,493,120

 

3,000

 

1,384,308

% of capital held

25

 

15

 

50

 

33

 

33

 

 

12/31/2020

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

Current assets

10,570

 

65,136

 

47

 

58

 

352

Non-current assets

12,822

 

77,339

 

10,146

 

414

 

2,196

Current liabilities

2,189

 

26,116

 

 

28

 

154

Non-current liabilities

602

 

7,994

 

3,109

 

302

 

890

Equity

20,601

 

108,365

 

7,084

 

142

 

1,504

Net revenue from sales and services

14,295

 

58,677

 

 

 

Costs, operating expenses and income

(6,475)

 

(54,163)

 

(24)

 

(212)

 

396

Net finance income and income and social contribution taxes

(437)

 

(1,770)

 

 

(60)

 

(39)

Net income (loss)

7,383

 

2,744

 

(24)

 

(272)

 

357











Number of shares or units held

20,124,996

 

1,987

 

1,493,120

 

3,000

 

1,384,308

% of capital held

25

 

15

 

50

 

33

 

33

 

The percentages in the table above are rounded.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


14. Right-of-use assets and leases payable

 

The Company and some subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution centers; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas and (iv) Company: offices. The Company and some subsidiaries also have lease agreements relating to vehicles.

 

a. Right-of-use assets

 

  •                  Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions and remeasurement

 

Write-offs

 

Amortization

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

 

 

Real estate

7

41,923

 

5,978

 

-

 

-

 

47,901

Vehicles

3

2,591

 

522

 

(253)

 

-

 

2,860

 

 

44,514

 

6,500

 

(253)

 

-

 

50,761

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

Real estate

 

(8,963)

 

-

 

-

 

(5,151)

 

(14,114)

Vehicles

 

(489)

 

-

 

88

 

(942)

 

(1,343)

 

 

(9,452)

 

-

 

88

 

(6,093)

 

(15,457)

Net amount

 

35,062

 

6,500

 

(165)

 

(6,093)

 

35,304

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions and remeasurement

 

Write-offs

 

Assignment of contract (i)

 

Amortization

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

7

5,799

 

1,123

 

-

 

35,001

 

-

 

41,923

Vehicles

3

-

 

2,762

 

(171)

 

-

 

-

 

2,591

 

 

5,799

 

3,885

 

(171)

 

35,001

 

-

 

44,514

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

-

 

-

 

 

(4,762)

 

(4,201)

 

(8,963)

Vehicles

 

-

 

-

 

-

 

-

 

(489)

 

(489)

 

 

-

 

-

 

-

 

(4,762)

 

(4,690)

 

(9,452)

Net amount

 

5,799

 

3,885

 

(171)

 

30,239

 

(4,690)

 

35,062

 

(i) Assignment of contract of the Company Ultragaz to Ultrapar due implantation of Shared Service Center (“SSC”).



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


  •                  Consolidated

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions and remeasurement

 

Write-offs

 

Transfer (i)

 

Effect of foreign currency exchange rate variation

 

Amortization

 

Reclassification to assets held for sale (ii)

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate (iii)

10

2,254,432

 

257,787

 

(150,718)

 

-

 

1,295

 

-

 

(569,323)

 

1,793,473

Port area

20

268,534

 

31,096 (*)

 

-

 

-

 

-

 

-

 

-

 

299,630

Vehicles

4

139,843

 

26,589

 

(9,315)

 

-

 

103

 

-

 

(11,047)

 

146,173

Equipment

6

44,936

 

19,887

 

(6,171)

 

-

 

1,920

 

-

 

(43,832)

 

16,740

Others

20

27,846

 

-

 

-

 

-

 

-

 

-

 

-

 

27,846

 

 

2,735,591

 

335,359

 

(166,204)

 

-

 

3,318

 

-

 

(624,202)

 

2,283,862

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

(481,975)

 

-

 

76,954

 

-

 

(530)

 

(283,882)

 

199,963

 

(489,470)

Port area

 

(3,962)

 

-

 

-

 

(11,935)

 

-

 

(7,629)

 

-

 

(23,526)

Vehicles

 

(63,091)

 

-

 

7,032

 

-

 

(54)

 

(48,146)

 

5,392

 

(98,867)

Equipment

 

(19,619)

 

-

 

6,483

 

-

 

(897)

 

(17,637)

 

29,836

 

(1,834)

Others

 

(16,658)

 

-

 

-

 

-

 

-

 

(2,212)

 

-

 

(18,870)

 

 

(585,305)

 

-

 

90,469

 

(11,935)

 

(1,481)

 

(359,506)

 

235,191

 

(632,567)

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

-

 

(38,957)

 

-

 

-

 

-

 

-

 

38,957

 

-

 

 

-

 

(38,957)

 

-

 

-

 

-

 

-

 

38,957

 

-

Net amount

 

2,150,286

 

296,402

 

(75,735)

 

(11,935)

 

1,837

 

(359,506)

 

(350,054)

 

1,651,295


(i) Refers to the amortization of right-of-use assets in the subsidiary Tequimar Vila do Conde Logística Portuária S.A. (“Tequimar Vila do Conde”), which is being capitalized as Construction in progress, starting its operation in December 2021.
(ii) For further information, see Note 3.c.1.
(iii) Includes lease contracts as presented in Note 9.a.

(*) Includes balances of R$ 14,905 referring to initial direct costs of right-of-use assets.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions and remeasurement

 

Write-offs

 

Effect of foreign currency exchange rate variation

 

Amortization

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

10

2,068,254

 

259,244

 

(78,529)

 

5,463

 

-

 

2,254,432

Port area

20

68,007

 

200,527

 

 

 

-

 

268,534

Vehicles

4

91,868

 

55,616

 

(7,893)

 

252

 

-

 

139,843

Equipment

6

31,822

 

7,833

 

(572)

 

5,853

 

-

 

44,936

Others

20

27,846

 

 

 

 

-

 

27,846

 

 

2,287,797

 

523,220

 

(86,994)

 

11,568

 

-

 

2,735,591

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

(256,430)

 

-

 

46,282

 

(697)

 

(271,130)

 

(481,975)

Port area

 

 

-

 

 

 

(3,962)

 

(3,962)

Vehicles

 

(27,492)

 

-

 

5,509

 

232

 

(41,340)

 

(63,091)

Equipment

 

(7,600)

 

-

 

572

 

(1,996)

 

(10,595)

 

(19,619)

Others

 

(15,363)

 

-

 

 

 

(1,295)

 

(16,658)

 

 

(306,885)

 

-

 

52,363

 

(2,461)

 

(328,322)

 

(585,305)

Net amount

 

1,980,912

 

523,220

 

(34,631)

 

9,107

 

(328,322)

 

2,150,286

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Leases payable

 

The changes in leases payable are shown below:

 

 

Parent

 

Consolidated

Balance as of December 31, 2019

5,999

 

1,588,673

Interest accrued

2,865

 

144,655

Payments

(6,256)

 

(360,787)

Additions and remeasurement

3,885

 

484,121

Write-offs

(171)

 

(35,381)

Effect of foreign currency exchange rate variation

 

12,007

Assignment of contract (i)

31,612

 

Balance as of December 31, 2020

37,934

 

1,833,288

Interest accrued

3,220

 

147,494

Payments (ii)

(8,462)

 

(440,574)

Additions and remeasurement

6,500

 

288,711

Write-offs

(170)

 

(83,157)

Effect of foreign currency exchange rate variation

-

 

16,264

Reclassification to liabilities held for sale (iii)

-

 

(413,715)

Balance as of December 31, 2021

39,022

 

1,348,311

 

 

 

 

Current

6,129

 

188,832

Non-current

32,893

 

1,159,479

 

(i) Assignment of contract of the Company Ultragaz to Ultrapar.
(ii) Includes the amount of R$ 29,237 paid by subsidiary Tequimar Vila do Conde related to port concession grants.
(iii) For further information. see Note 3.c.1.

 

The future disbursements (installments) assumed under leases contracts are presented below:

 

 

12/31/2021

 

Parent

 

Consolidated

Up to 1 year

9,130

 

304,007

From 1 to 2 years

8,813

 

264,224

From 2 to 3 years

8,096

 

241,323

From 3 to 4 years

7,890

 

218,157

From 4 to 5 years

7,768

 

152,671

More than 5 years

10,096

 

965,220

Total

51,793

 

2,145,602

 

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).

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

b.1. Discount rates

The weighted average discount rates for the lease contracts of the Company are:

 

Contracts for maturity date and discount rate

Maturity date of the contracts

Discount rates (% p.a.)

Up to 5 years

6.92

From 6 to 10 years

7.12

From 11 to 15 years

7.35

More than 15 years

8.18

 

c. Lease contracts of low amount assets

 

Subsidiaries Cia. Ultragaz, Bahiana, IPP and Serma have operating lease contracts consider as being of low value, short term and variable payments for the use of factory and IT equipments, vehicles and real states. The subsidiaries have the option to purchase the assets referring to IT equipment at a price equal to the fair value on the date of option, and management does not intend to exercise such option. The future disbursements (payments), assumed as a result of these contracts amount approximately to:

 

 

Up to 1 year

Between 1 and 5 years

Total

12/31/2021

124

994

1,118

12/31/2020

1,147

6,145

7,292

 

The amount of lease considered as of low value, short term and variable payments, recognized as an expense for the year ended as of December 31, 2021 was R$ 13,524 (R$ 17,749 for the year ended as of December 31, 2020).

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

d. Inflation effect

 

The effects of inflation for the year ended as of December 31, 2021, are as follows:

 

Right to use asset, net

Parent

 

Consolidated

Nominal base

35,304

 

1,651,295

Inflated base

42,311

 

1,995,478

 

19.8%

 

20.8%

 

 

 

 

Lease liability

Parent

 

Consolidated

Nominal base

39,022

 

1,348,311

Inflated base

46,028

 

1,692,494

 

18.0%

 

25.5%

 

 

 

 

Financial expense

Parent

 

Consolidated

Nominal base

3,220

 

110,879

Inflated base

4,132

 

144,164

 

28.3%

 

30.0%

 

 

 

 

Amortization expense

Parent

 

Consolidated

Nominal base

6,093

 

260,716

Inflated base

7,119

 

294,221

 

16.8%

 

12.9%

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

 15. Property, plant, and equipment

 

Balances and changes in PP&E are as follows:

 

  •                  Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions

 

Depreciation

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

Leasehold improvements

1

2,194

 

9,888

 

-

 

12,082

Machinery and equipment

2

82

 

42

 

-

 

124

Furniture and utensils

1

502

 

1,810

 

-

 

2,312

IT equipment

5

13,293

 

20

 

-

 

13,313

 

 

16,071

 

11,760

 

-

 

27,831

Accumulated depreciation:

 

 

 

 

 

 

 

 

Leasehold improvements

 

(178)

 

-

 

(6,216)

 

(6,394)

Machinery and equipment

 

(6)

 

-

 

(34)

 

(40)

Furniture and utensils

 

(37)

 

-

 

(1,149)

 

(1,186)

IT equipment

 

(1,522)

 

-

 

(2,683)

 

(4,205)

 

 

(1,743)

 

-

 

(10,082)

 

(11,825)

Net amount

 

14,328

 

11,760

 

(10,082)

 

16,006

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Depreciation

 

Transfer

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

9

-

 

142

 

-

 

2,052

 

2,194

Machinery and equipment

10

-

 

-

 

-

 

82

 

82

Furniture and utensils

10

-

 

104

 

-

 

398

 

502

Construction in progress

 

2,532

 

-

 

-

 

(2,532)

 

-

IT equipment

5

-

 

13,293

 

-

 

-

 

13,293

 

 

2,532

 

13,539

 

-

 

-

 

16,071

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

 

-

 

-

 

(178)

 

-

 

(178)

Machinery and equipment

 

-

 

-

 

(6)

 

-

 

(6)

Furniture and utensils

 

-

 

-

 

(37)

 

-

 

(37)

IT equipment

 

-

 

-

 

(1,522)

 

-

 

(1,522)

 

 

-

 

-

 

(1,743)

 

-

 

(1,743)

Net amount

 

2,532

 

13,539

 

(1,743)

 

-

 

14,328

 

 

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


  •                Consolidated

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions

 

Depreciation

 

Transfer (i) (ii)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Reclassification to assets held for sale (iii)

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

687,108

 

2,424

 

-

 

-

 

(17,503)

 

3,416

 

(65,151)

 

610,294

Buildings

33

2,154,710

 

47,920

 

-

 

119,748

 

(34,925)

 

26,997

 

(827,729)

 

1,486,721

Leasehold improvements

10

1,222,822

 

21,944

 

-

 

136,206

 

(31,587)

 

30

 

(293,236)

 

1,056,179

Machinery and equipment

12

6,498,362

 

161,071

 

-

 

558,197

 

(13,811)

 

93,412

 

(4,272,654)

 

3,024,577

Automotive fuel/lubricant distribution equipment and facilities

13

3,169,320

 

88,112

 

-

 

33,794

 

(45,640)

 

-

 

-

 

3,245,586

LPG tanks and bottles

9

776,479

 

91,842

 

-

 

1,567

 

(28,957)

 

-

 

-

 

840,931

Vehicles

8

310,836

 

19,054

 

-

 

11,634

 

(25,949)

 

82

 

(27,418)

 

288,239

Furniture and utensils

8

316,712

 

33,644

 

-

 

2,277

 

(14,614)

 

1,296

 

(171,223)

 

168,092

IT equipment

5

444,844

 

28,350

 

-

 

901

 

(11,998)

 

705

 

(132,427)

 

330,375

Construction in progress (ii)

 

580,695

 

797,674

 

-

 

(829,245)

 

(301)

 

3,290

 

(99,865)

 

452,248

Advances to suppliers

 

34,642

 

21,985

 

-

 

(18,894)

 

-

 

-

 

(23,452)

 

14,281

Imports in progress

 

866

 

4,312

 

-

 

(4,631)

 

-

 

38

 

(404)

 

181

 

 

16,197,396

 

1,318,332

 

-

 

11,554

 

(225,285)

 

129,266

 

(5,913,559)

 

11,517,704

 



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

 

Balance on 12/31/2020

 

Additions

 

Depreciation

 

Transfer (i) (ii)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Reclassification to assets held for sale (iii)

 

Balance on 12/31/2021

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(851,397)

 

-

 

(68,388)

 

(94)

 

23,031

 

(6,872)

 

317,874

 

(585,846)

Leasehold improvements

 

(689,161)

 

-

 

(81,976)

 

81

 

27,519

 

(37)

 

170,021

 

(573,553)

Machinery and equipment

 

(3,598,304)

 

-

 

(356,637)

 

-

 

11,717

 

(21,651)

 

2,206,474

 

(1,758,401)

Automotive fuel/lubricant distribution equipment and facilities

 

(1,906,953)

 

-

 

(178,110)

 

(311)

 

34,841

 

-

 

-

 

(2,050,533)

LPG tanks and bottles

 

(454,651)

 

-

 

(62,558)

 

-

 

18,899

 

-

 

-

 

(498,310)

Vehicles

 

(143,854)

 

-

 

(22,927)

 

195

 

15,480

 

(20)

 

17,977

 

(133,149)

Furniture and utensils

 

(191,713)

 

-

 

(23,594)

 

24

 

14,443

 

(817)

 

89,369

 

(112,288)

IT equipment

 

(352,256)

 

-

 

(35,614)

 

317

 

11,489

 

(435)

 

106,965

 

(269,534)

 

 

(8,188,289)

 

-

 

(829,804)

 

212

 

157,419

 

(29,832)

 

2,908,680

 

(5,981,614)

Provision for losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

(146)

 

-

 

-

 

-

 

-

 

-

 

-

 

(146)

Leasehold improvements

 

(61)

 

(43,666)

 

-

 

-

 

-

 

(3)

 

43,712

 

(18)

Machinery and equipment

 

(2,857)

 

(839)

 

-

 

-

 

6

 

(45)

 

2,446

 

(1,289)

Automotive fuel/lubricant distribution equipment and facilities

 

(73)

 

-

 

-

 

-

 

27

 

-

 

-

 

(46)

Vehicles

 

-

 

(160)

 

-

 

-

 

-

 

-

 

160

 

-

Furniture and utensils

 

-

 

(14,887)

 

-

 

-

 

-

 

-

 

14,887

 

-

IT equipment

 

-

 

(1,660)

 

-

 

-

 

-

 

-

 

1,660

 

-

Advances to suppliers

 

(110)

 

-

 

-

 

-

 

-

 

-

 

110

 

-

 

 

(3,247)

 

(61,212)

 

-

 

-

 

33

 

(48)

 

62,975

 

(1,499)

Net amount

 

8,005,860

 

1,257,120

 

(829,804)

 

11,766

 

(67,833)

 

99,386

 

(2,941,904)

 

5,534,591


(i) Refers to R169 transferred to intangible assets.
(ii) Includes R$ 11,935 transferred from right-of-use assets.
(iii) For further information, see Note 3.c.1.




Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Depreciation

 

Transfer (i)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

667,865

 

21,300

 

-

 

2,113

 

(14,427)

 

10,257

 

687,108

Buildings

32

1,925,946

 

25,572

 

-

 

148,527

 

(27,210)

 

81,875

 

2,154,710

Leasehold improvements

9

1,121,528

 

28,374

 

-

 

89,559

 

(16,954)

 

315

 

1,222,822

Machinery and equipment

13

5,707,721

 

144,089

 

-

 

378,883

 

(5,554)

 

273,223

 

6,498,362

Automotive fuel/lubricant distribution equipment and facilities

13

2,991,472

 

90,279

 

-

 

133,963

 

(46,394)

 

-

 

3,169,320

LPG tanks and bottles

10

755,460

 

65,230

 

-

 

289

 

(44,500)

 

-

 

776,479

Vehicles

8

320,161

 

22,495

 

-

 

8,363

 

(40,517)

 

334

 

310,836

Furniture and utensils

9

295,604

 

13,985

 

-

 

6,775

 

(3,694)

 

4,042

 

316,712

Construction in progress

 

827,086

 

506,367

 

-

 

(765,785)

 

(1,167)

 

14,194

 

580,695

Advances to suppliers

 

12,544

 

28,339

 

-

 

(6,185)

 

(56)

 

-

 

34,642

Imports in progress

 

250

 

1,437

 

-

 

(822)

 

-

 

1

 

866

IT equipment

5

412,809

 

32,134

 

-

 

539

 

(2,827)

 

2,189

 

444,844

 

 

15,038,446

 

979,601

 

-

 

(3,781)

 

(203,300)

 

386,430

 

16,197,396

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

Balance on 12/31/2019

 

Additions

 

Depreciation

 

Transfer (i)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 12/31/2020

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(793,835)

 

-

 

(65,318)

 

2,376

 

20,021

 

(14,641)

 

(851,397)

Leasehold improvements

 

(614,379)

 

-

 

(80,995)

 

49

 

6,252

 

(88)

 

(689,161)

Machinery and equipment

 

(3,231,627)

 

-

 

(317,694)

 

59

 

4,091

 

(53,133)

 

(3,598,304)

Automotive fuel/lubricant distribution equipment and facilities

 

(1,766,878)

 

-

 

(176,404)

 

(6)

 

36,335

 

-

 

(1,906,953)

LPG tanks and bottles

 

(425,554)

 

-

 

(56,267)

 

(30)

 

27,200

 

-

 

(454,651)

Vehicles

 

(139,045)

 

-

 

(24,585)

 

48

 

19,997

 

(269)

 

(143,854)

Furniture and utensils

 

(171,475)

 

-

 

(21,060)

 

7

 

2,988

 

(2,173)

 

(191,713)

IT equipment

 

(318,063)

 

-

 

(35,080)

 

122

 

2,676

 

(1,911)

 

(352,256)

 

 

(7,460,856)

 

-

 

(777,403)

 

2,625

 

119,560

 

(72,215)

 

(8,188,289)

Provision for losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

(110)

 

-

 

-

 

-

 

-

 

-

 

(110)

Land

 

(146)

 

-

 

-

 

-

 

-

 

-

 

(146)

Leasehold improvements

 

(1,599)

 

910

 

-

 

-

 

639

 

(11)

 

(61)

Machinery and equipment

 

(2,875)

 

-

 

-

 

-

 

156

 

(138)

 

(2,857)

Automotive fuel/lubricant distribution equipment and facilities

 

(98)

 

-

 

-

 

-

 

25

 

-

 

(73)

 

 

(4,828)

 

910

 

-

 

-

 

820

 

(149)

 

(3,247)

Net amount

 

7,572,762

 

980,511

 

(777,403)

 

(1,156)

 

(82,920)

 

314,066

 

8,005,860

(i) Refers to amounts transferred between items and to intangible assets.


Construction in progress relates substantially to expansions, renovations, constructions and upgrade of industrial facilities, terminals, stores, service stations and distribution bases.

Advances to suppliers is related, basically, to manufacturing of assets for expansion of plants, terminals, stores, service stations and bases and acquisition of real estate.

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

16. Intangible assets

 

Balances and changes in intangible assets are as follows:

 

  •                  Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions

 

Amortization

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

Goodwill (a)

 

246,163

 

-

 

-

 

246,163

Software (b)

5

9,111

 

197

 

-

 

9,308

 

 

255,274

 

197

 

-

 

255,471

Accumulated amortization:

 

 

 

 

 

 

 

 

Software

 

(1,032)

 

-

 

(1,854)

 

(2,886)

 

 

(1,032)

 

-

 

(1,854)

 

(2,886)

Net amount

 

254,242

 

197

 

(1,854)

 

252,585

 

 

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Amortization

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

Goodwill (a)

 

246,163

 

-

 

-

 

246,163

Software (b)

5

-

 

9,111

 

-

 

9,111

 

 

246,163

 

9,111

 

-

 

255,274

Accumulated amortization:

 

 

 

 

 

 

 

 

Software

 

-

 

-

 

(1,032)

 

(1,032)

 

 

-

 

-

 

(1,032)

 

(1,032)

Net amount

 

246,163

 

9,111

 

(1,032)

 

254,242

 



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


  •                  Consolidated

 

 

Weighted average useful life (years)

Balance on 12/31/2020

 

Additions

 

Amortization

 

Transfer (i)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Reclassification to assets held for sale (ii)

 

Balance on 12/31/2021

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

1,525,088

 

-

 

-

 

-

 

-

 

-

 

(706,992)

 

818,096

Software (b)

4

1,395,046

 

284,311

 

-

 

372

 

(19,826)

 

1,808

 

(514,731)

 

1,146,980

Technology (c)

 

32,617

 

-

 

-

 

-

 

-

 

-

 

(32,617)

 

-

Distribution rights

12

133,599

 

-

 

-

 

-

 

-

 

-

 

(19,006)

 

114,593

Brands (d)

 

136,962

 

-

 

-

 

-

 

-

 

4,759

 

(72,523)

 

69,198

Trademark rights (d)

39

114,792

 

-

 

-

 

-

 

-

 

-

 

-

 

114,792

Others (e)

10

50,698

 

1,678

 

-

 

-

 

-

 

(76)

 

(51,879)

 

421

Decarbonization credits (f)

 

-

 

176,837

 

-

 

-

 

(176,837)

 

-

 

-

 

-

 

 

3,388,802

 

462,826

 

-

 

372

 

(196,663)

 

6,491

 

(1,397,748)

 

2,264,080

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(825,024)

 

-

 

(206,025)

 

(203)

 

19,329

 

(1,566)

 

334,087

 

(679,402)

Technology

 

(32,617)

 

-

 

-

 

-

 

-

 

-

 

32,617

 

-

Distribution rights

 

(113,326)

 

-

 

(3,093)

 

-

 

-

 

-

 

15,392

 

(101,027)

Trademark rights

 

(9,056)

 

-

 

(2,937)

 

-

 

-

 

-

 

-

 

(11,993)

Others

 

(32,844)

 

-

 

(167)

 

-

 

-

 

(2)

 

32,611

 

(402)

 

 

(1,012,867)

 

-

 

(212,222)

 

(203)

 

19,329

 

(1,568)

 

414,707

 

(792,824)

Provision for losses and impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

(593,280)

 

(68,273)

 

-

 

-

 

-

 

-

 

661,553

 

-

Distribution rights

 

-

 

(76,218)

 

-

 

-

 

-

 

-

 

76,218

 

-

 

 

(593,280)

 

(144,491)

 

-

 

-

 

-

 

-

 

737,771

 

-

Net amount

 

1,782,655

 

318,335

 

(212,222)

 

169

 

(177,334)

 

4,923

 

(245,270)

 

1,471,256

 

(i) Refers to amounts transferred from PP&E.
(ii) For further information, see Note 3.c.1.




Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Amortization

 

Transfer (i)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 12/31/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

1,525,088

 

-

 

-

 

-

 

-

 

-

 

1,525,088

Software (b)

4

1,210,529

 

184,027

 

-

 

993

 

(6,633)

 

6,130

 

1,395,046

Technology (c)

 

32,617

 

-

 

-

 

-

 

-

 

-

 

32,617

Commercial property rights

 

7,934

 

-

 

-

 

-

 

(7,934)

 

-

 

-

Distribution rights

10

133,599

 

-

 

-

 

-

 

-

 

-

 

133,599

Brands (d)

 

122,504

 

-

 

-

 

-

 

-

 

14,458

 

136,962

Trademark rights (d)

39

114,792

 

-

 

-

 

-

 

-

 

-

 

114,792

Others (e)

10

44,900

 

1,040

 

-

 

-

 

-

 

4,758

 

50,698

Decarbonization credits (f)

 

-

 

125,345

 

-

 

(1,058)

 

(124,287)

 

-

 

-

 

 

3,191,963

 

310,412

 

-

 

(65)

 

(138,854)

 

25,346

 

3,388,802

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(648,861)

 

-

 

(175,144)

 

-

 

3,375

 

(4,394)

 

(825,024)

Technology

 

(32,616)

 

-

 

-

 

-

 

-

 

-

 

(32,616)

Commercial property rights

 

(6,384)

 

-

 

(85)

 

-

 

6,469

 

-

 

-

Distribution rights

 

(108,932)

 

-

 

(4,394)

 

-

 

-

 

-

 

(113,326)

Trademark rights

 

(6,119)

 

-

 

(2,937)

 

-

 

-

 

-

 

(9,056)

Others

 

(32,713)

 

-

 

(121)

 

-

 

-

 

(11)

 

(32,845)

 

 

(835,625)

 

-

 

(182,681)

 

-

 

9,844

 

(4,405)

 

(1,012,867)

Provision for losses and impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

(593,280)

 

-

 

-

 

-

 

-

 

-

 

(593,280)

Commercial property rights

 

(465)

 

-

 

-

 

-

 

465

 

-

 

-

 

 

(593,745)

 

-

 

-

 

-

 

465

 

-

 

(593,280)

Net amount

 

1,762,593

 

310,412

 

(182,681)

 

(65)

 

(128,545)

 

20,941

 

1,782,655

 

(i) Refers to amounts transferred to property, plant and equipment and prepaid expenses.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

a. Goodwill

 

The balance of the goodwill is tested annually for impairment and is represented by the following acquisitions:

 

 

Segment

12/31/2021

 

12/31/2020

Goodwill on the acquisition of:

 

 

 

 

Extrafarma

Extrafarma

661,553

 

661,553

Extrafarma – impairment (i)

Extrafarma

(661,553)

 

(593,280)

Extrafarma – net

Extrafarma

-

 

68,273

Ipiranga (ii)

Ipiranga

276,724

 

276,724

União Terminais

Ultracargo

211,089

 

211,089

Texaco

Ipiranga

177,759

 

177,759

Iconic (CBLSA)

Ipiranga

69,807

 

69,807

Oxiteno Uruguay (iii)

Oxiteno

-

 

44,856

Temmar

Ultracargo

43,781

 

43,781

DNP

Ipiranga

24,736

 

24,736

Repsol

Ultragaz

13,403

 

13,403

TEAS

Ultracargo

797

 

797

Others (iii)

Oxiteno

-

 

583

 

 

818,096

 

931,808

 

(i) For further information, see Note 3.a.
(ii) Including R$ 246,163 presented as goodwill at parent Company Ultrapar.
(iii) For further information about reclassification, see Note 3.c.1.


 

On December 31, 2021, the Company tested the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections and future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related. The main key-assumptions used by the Company to calculate the value in use are described below:

 

Period of evaluation: the evaluation of the value in use is calculated for a period of five years (except the Extrafarma segment), after which the Company calculated the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a period of ten years was used due to a four-year period to maturity of new stores were considered.

 

Discount and real growth rates: on December 31, 2021, the discount and real growth rates used to extrapolate the projections ranged from 9.4% to 10.5% and from 0% to 1% p.a., respectively, depending on the CGU analyzed.

 

Revenue from sales and services, costs and expenses, and gross margin considers the budget prepared for 2022 and the long-term strategic plan prepared by management and approved by the Board of Directors.

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Software

 

Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also include expenses related to software in progress in the amount of R$ 27,672 on December 31, 2021 (R$ 13,684 on December 31, 2020 - restated).

 

c. Technology

 

The subsidiaries Oxiteno S.A. and Oleoquímica recognize as technology certain rights of use held by them. Such licenses include the production of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates, solvents, fatty acids from vegetable oils, fatty alcohols, and specialty chemicals, which are products that are supplied to various industries. The balance in question was reclassified to assets of subsidiaries held for sale. For further details, see Note 3.b.

 

d. Brands and trademark rights

 

Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil, acquired in the business combination, and Chevron and Texaco trademark rights.

 

e. Other intangibles

 

Refers mainly to the loyalty program Clube Extrafarma reclassified to assets of subsidiaries held for sale. For further details, see Note 3.a.

 

f. Decarbonization credits

 

Represent the CBIOS acquired and recorded at acquisition cost. The amount in the “write-offs” column refers to CBIOS retired in the year, that can not be the object of future negotiation.

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


17. Loans, financing, debentures and hedge derivative financial instruments

 

a. Composition

 

  • Parent

 

Description

12/31/2021

 

12/31/2020

 

Index/ Currency

Weighted average financial charges 12/31/2021 – % p.a.

Maturity

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – 6th issuance (f.5)

1,764,199

 

1,734,113

 

DI

105.3

2023

Notes – Ultrapar (g.1)

-

 

1,038,499

 

R$ + DI

-

2021

Total

1,764,199

 

2,772,612

 

 

 

 

Current

39,333

 

1,048,495

 

 

 

 

Non-current

1,724,866

 

1,724,117

 

 

 

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


  • Consolidated

 

Description

12/31/2021

 

12/31/2020

 

Index/ Currency

Weighted average financial charges 12/31/2021 – % p.a.

Maturity

Foreign currency:

 

 

 

 

 

 

 

Notes in the foreign market (b) (*)

7,821,441

 

7,267,687

 

US$

5.3

2026 to 2029

Foreign loan (c.1) (*)

735,438

 

1,047,644

 

US$

4.0

2023

Foreign loan (c.1) (*)

275,936

 

261,284

 

US$ + LIBOR (1)

1.0

2022

Financial institutions (d)

-

 

154,783

 

US$

-

2022

Financial institutions (d)

-

 

39,350

 

MX$ (2)

-

2021

Financial institutions (d)

-

 

312,200

 

US$ + LIBOR (1)

-

2021

Advances on foreign exchange contracts

-

 

105,579

 

US$

-

2021

Total foreign currency

8,832,815

 

9,188,527

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – CRA (f.2, f.4 and f.6)

2,063,788

 

2,037,602

 

DI

95.8

2022 to 2023

Debentures – 6ª issuance (f.5)

1,764,199

 

1,734,113

 

DI

105.3

2023

Debentures – CRA (f.2, f.4, f.6 and f.10) (*) 

1,940,237

 

1,000,824

 

IPCA

4.7

2024 to 2028

Debentures – Ipiranga (f.1 and f.3)

771,538

 

1,679,036

 

DI

105.0

2022

Debentures – Ultracargo Logística and Tequimar Vila do Conde (f.8 and f.9) (*)

466,061

 

-

 

IPCA

4.1

2028

Banco do Brasil (e)

204,813

 

407,420

 

DI

110.9

2022

Debentures – Ultracargo Logística (f.7) (*)

80,946

 

92,541

 

R$

6.5

2024

Bank Credit Bill

51,179

 

50,692

 

R$ + DI

2.0

2022

Financial institutions (d)

4,564

 

-

 

R$

-

2022

FINEP

326

 

29,803

 

TJLP (3)

(1.5)

2022

Notes - Ultrapar (g.1)

-

 

1,038,499

 

R$ + DI

-

2021

Total in Brazilian Reais

7,347,651

 

8,070,530

 

 

 

 

Total foreign currency and Brazilian Reais

16,180,466

 

17,259,057

 

 

 

 

Currency and interest rate hedging instruments (**)

197,177

 

117,159

 

 

 

 

Total

16,377,643

 

17,376,216

 

 

 

 

Current

2,866,051

 

3,255,944

 

 

 

 

Non-current

13,511,592

 

14,120,272

 

 

 

 

 

(*) These transactions were designated for hedge accounting (see Note 34.h).
(**) Accumulated losses (see Note 34.i).


(1) LIBOR = London Interbank Offered Rate.


(2) MX$ = Mexican Peso.


(3) TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On December 31, 2021, TJLP was fixed at 5.32  % p.a.

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2019

1,752,081

 

14,392,722

New loans and debentures with cash effect

994,996

 

3,591,624

Interest accrued

94,323

 

757,161

Principal payment

-

 

(2,795,002)

Interest payment

(68,788)

 

(740,853)

Monetary and exchange rate variation

-

 

2,048,688

Change in fair value

-

 

34,702

Hedge result

-

 

87,174

Balance as of December 31, 2020

2,772,612

 

17,376,216

New loans and debentures with cash effect

-

 

1,462,220

Interest accrued

94,458

 

801,102

Principal payment

(1,000,000)

 

(2,922,214)

Interest payment

(102,871)

 

(749,043)

Monetary and exchange rate variation

-

 

800,749

Change in fair value

-

 

(229,657)

Hedge result

-

 

80,018

Reclassification to liabilities held for sale (i)

-

 

(241,748)

Balance as of December 31, 2021

1,764,199

 

16,377,643

 

(i) For further information, see Note 3.c.1.

 

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

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

From 1 to 2 years

1,724,866

 

(750)

 

3,092,734

 

2,702,626

From 2 to 3 years

-

 

1,724,867

 

774,904

 

3,091,641

From 3 to 4 years

-

 

-

 

270,401

 

784,778

From 4 to 5 years

-

 

-

 

3,056,499

 

231,271

More than 5 years

-

 

-

 

6,317,054

 

7,309,956

 

1,724,866

 

1,724,117

 

13,511,592

 

14,120,272

 

The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 17.h.

 

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 34.h).


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b.  Notes in the foreign market

 

On October 6, 2016 the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750,000 (equivalent to R$ 4,185,375 as of December 31, 2021) in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% p.a., paid semiannually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for this transaction (see Notes 34.h.2 and 34.h.3).

 

On June 6, 2019 the subsidiary Ultrapar International issued US$ 500,000 (equivalent to R$ 2,790,250 as of December 31, 2021) in notes in the foreign market, maturing in June 2029, with interest rate of 5.25% p. a., paid semiannually. The issue price was 100% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for part of this transaction (see Note 34.h.3).

 

On June 21, 2019, the subsidiary Ultrapar International repurchased US$ 200,000 (equivalent to R$ 1,116,100 as of December 31, 2021) in notes in the foreign market maturing in October 2026.

 

On July 13, 2020 the subsidiary Ultrapar International made the reopening of notes in the foreign market issued in 2019, realizing new issuance in the amount of US$ 350,000 (equivalent to R$ 1,953,175 as of December 31, 2021) maturing in June 2029, to the coupon (interest) and yield of 5.25% per year, paid semiannually. The issue price was 99.994% of face value of the note. The notes were guaranteed by the Company and the subsidiary IPP.

 

As a result of the issuance of the notes in the foreign market the Company and its subsidiaries are required to perform certain obligations, including:

 

  • Restriction on sale of all or substantially all assets of the Company and subsidiaries Ultrapar International and IPP;

 

  • Restriction on encumbrance of assets exceeding US$ 150,000 (equivalent to R$ 837,075 as of December 31, 2021) or 15% of the amount of the consolidated tangible assets.

 

The Company and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


c. Foreign loans

 

c.1. The subsidiary IPP has foreign loans in the amount of US$ 175,000 (equivalent to R$ 976,588 as of December 31, 2021). IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loans charges, on average, to 104.9% of DI. IPP designated these hedging instruments as a fair value hedge (see Note 34.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loans are secured by the Company.

 

The foreign loans have the maturity distributed as follows:

 

Maturity

US$

 

R$

 

Cost in % of DI

Charges (1)

6,234

 

34,786

 

-

Jun/2022

50,000

 

279,025

 

105.0

Sep/2023

60,000

 

334,830

 

105.0

Sep/2023

65,000

 

362,733

 

104.8

Total / average cost

181,234

 

1,011,374

 

104.9

 

(1) Includes interest, transaction costs and mark to market.

 

d. Financial institutions

 

In December 2021, the subsidiary Abastece Aí ended the year with a short-term liabilities in the amount of R$ 4,564.

 

The subsidiary Oxiteno México S.A de C.V has contracted loan of US$ 20,000 with maturity in April 2022. The other maturities of this item are represented by Oxiteno Uruguay with maturities between October 2021 and July 2022 and by Oxiteno USA, which has already been fully settled on its maturity in September 2021. As of December 31, 2021 the balances of R$ 163,478 were reclassified to liabilities held for sale.

 

e. Banco do Brasil

 

The subsidiary IPP has floating interest rate loans with Banco do Brasil in the amount of R$ 204,813 on December 31, 2021, of which R$ 1,646 in charges, intended for marketing, processing, or manufacturing of agricultural goods (ethanol) with maturity in May 2022.

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

f. Debentures

 

f.1 In May 2016 the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:

 

Face value unit:

R$ 1,000,000.00

Final maturity:

May 25, 2021

Payment of the face value:

Annual as from May 2019

Interest:

105.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Subsidiary IPP paid in advance its fourth public issuance of debentures upon maturity.

 

f.2 In April 2017 the subsidiary IPP carried out its fifth issuance of debentures, in two series, being one of 660,139 and another of 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.

 

The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:


Amount:

660,139

Face value unit:

R$ 1,000.00

Final maturity:

April 18, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

352,361

Face value unit:

R$ 1,000.00

Final maturity:

April 15, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.68%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


f.3 In July 2017 the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

July 28, 2022

Payment of the face value:

Annual as from July 2021

Interest:

105.0% of DI

Payment of interest:

Annually

Reprice:

Not applicable

 

f.4 In October 2017 the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077, in two series, being on of 730,384 and another of 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.

 

The debentures were later assigned and transferred to Vert Créditos Ltda., that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:


Amount:

730,384

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

213,693

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.34%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

 

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

f.5 In March 2018 the Company made its sixth issuance of public debentures, in a single series of 1,725,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 5, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

105.25% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

f.6 In December 2018 the subsidiary IPP carried out its eighth issuance of debentures in the amount of R$ 900,000, in two series, being one of 660,000 and another of 240,000, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed 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 December 21, 2018. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:


Amount:

660,000

Face value unit:

R$ 1,000.00

Final maturity:

December 18, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

97.5% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

240,000

Face value unit:

R$ 1,000.00

Final maturity:

December 15, 2025

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.61%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.1% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

 

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


f.7 In November 2019 the subsidiary Ultracargo Logística made its first issuance of debentures, in a single series of 90,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

November 19, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

6.47%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Ultracargo Logística contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Ultracargo Logística designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.

 

f.8 In March 2021 the subsidiary Tequimar Vila do Conde made its first issuance of debentures, in a single series of 360,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.04%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Tequimar Vila do Conde contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Tequimar Vila do Conde designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception with changes in fair value recognized in profit or loss.

 

f.9 In March 2021 the subsidiary Ultracargo Logística made its second issuance of debentures, in a single series of 100,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.37%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Ultracargo Logística contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Ultracargo Logística designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception with changes in fair value recognized in profit or loss.

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


f.10 In September 2021, subsidiary IPP carried out its tenth issue of debentures in the total amount of R$ 960,000, in a single series of 960,000 simple, nonconvertible, registered, book-entry and unsecured debentures, privately placed by Vert Companhia Securitizadora. The funds were used exclusively for the purchase of ethanol by the subsidiary IPP. The debentures were subscribed for the purpose to bind the issuance of CRA. The financial settlement ocurred on September 16, 2021. The debentures have an additional guarantee from Ultrapar and the main characteristics are as follows:

 

Amount:

960,000

Face value unit:

R$ 1,000.00

Final maturity:

September 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.83%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to the IPCA to 102.75% of the DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2021):

 

Maturity

 

12/31/2021

Charges (1)

 

(22,759)

Apr/2022

 

660,139

Jul/2022

 

750,000

Oct/2022

 

730,384

Mar/2023

 

1,725,000

Dec/2023

 

660,000

Apr/2024

 

443,944

Oct/2024

 

267,316

Nov/2024

 

90,000

Dec/2025

 

287,294

Mar/2028

 

498,474

Sep/2028

 

996,977

Total

 

7,086,769

 

(1) Includes interest, transaction cost and mark to market.

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


g. Notes

 

g.1 In April 2020 the Company made its second public issuance of notes in a single series of 40 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:

 

Face value unit:

R$ 25,000,000.00

Final maturity:

April 6, 2021

Payment of the face value:

Lump sum at final maturity

Interest:

DI + 3.10%

Payment of interest:

Lump sum at final maturity

Reprice:

Not applicable

 

The Company paid in advance its second public issuance of notes on maturity.

 

h. Transaction costs

 

Transaction costs incurred in issuing debt were deducted from the value of the related financial instruments and are recognized as an expense according to the effective interest rate method as follows:

 

 

Effective rate of transaction costs (% p.a.)

 

Balance on 12/31/2020

 

Incurred cost

 

Amortization

 

Reclassification to liabilities held for sale (i)

 

Balance on 12/31/2021

Debentures (f)

0.2

 

28,348

 

40,953

 

(14,811)

 

-

 

54,490

Notes in the foreign market (b)

0.1

 

37,112

 

-

 

(4,890)

 

(4,204)

 

28,018

Notes (g)

 

 

1,318

 

-

 

(1,318)

 

-

 

-

Banco do Brasil (e)

0.1

 

332

 

-

 

(256)

 

-

 

76

Total

 

 

67,110

 

40,953

 

(21,275)

 

(4,204)

 

82,584

 

(i) See Note 3.c.1.

 

 

Effective rate of transaction costs (% p.a.)

 

Balance on 12/31/2019

 

Incurred cost

 

Amortization

 

Balance on 12/31/2020

Debentures (f)

0.2

 

41,406

 

-

 

(13,058)

 

28,348

Notes in the foreign market (b)

0.1

 

28,114

 

13,263

 

(4,265)

 

37,112

Notes (g)

0.5

 

-

 

6,802

 

(5,484)

 

1,318

Banco do Brasil (e)

0.1

 

770

 

-

 

(438)

 

332

Foreign loans (c)

 

 

94

 

-

 

(94)

 

-

Others

 

 

1,382

 

-

 

(1,382)

 

-

Total

 

 

71,766

 

20,065

 

(24,721)

 

67,110

 

 

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The amount to be appropriated to profit or loss in the future is as follows:

 

 

Up to 1 year

 

1 to 2 years

 

2 to 3 years

 

3 to 4 years

 

4 to 5 years

 

More than 5 years

 

Total

Debentures (f)

15,060

 

11,129

 

6,990

 

6,075

 

5,886

 

9,350

 

54,490

Notes in the foreign market (b)

4,126

 

4,128

 

4,143

 

4,135

 

3,897

 

7,589

 

28,018

Banco do Brasil (e)

76

 

-

 

-

 

-

 

-

 

-

 

76

Total

19,262

 

15,257

 

11,133

 

10,210

 

9,783

 

16,939

 

82,584

 

i. Guarantees

 

The financings does not have guaranteed by collateral as of December 31, 2021 (R$ 75,251 as of December 31, 2020) and has guarantees and promissory notes in the amount of R$ 14,151,506 as of December 31, 2021 (R$ 13,758,033 as of December 31, 2020).

 

The Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 118,231 as of December 31, 2021 (R$ 129,139 as of December 31, 2020).

 

The subsidiary IPP issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing) as follows:

 

 

IPP

 

12/31/2021

 

12/31/2020

Maximum amount of future payments related to these collaterals

690,347

 

330,944

Maturities of up to

49 months

 

46 months

Fair value of collaterals

9,923

 

5,496

 

If the subsidiary IPP is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2021 the subsidiary IPP did not have losses in connection with these collaterals. The fair value of collaterals is recognized in current liabilities as “other payables”, which is recognized in the statement of profit or loss as customers settle their obligations with the financial institutions.

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


18. Trade payables

 

a. Trade payables

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Domestic suppliers

26,882

 

16,870

 

3,010,912

 

2,306,398

Domestic suppliers – related parties (see Note 9.a.2)

-

 

-

 

1,422

 

5,102

Foreign suppliers

-

 

-

 

445,805

 

307,486

Foreign suppliers - related parties (see Note 9.a.2)

-

 

-

 

212,756

 

126,033

 

26,882

 

16,870

 

3,670,895

 

2,745,019

 

Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries. These suppliers control almost all the markets for these products in Brazil.

 

b. Trade payables – reverse factoring

 

 

Consolidated

 

12/31/2021

 

12/31/2020

Domestic suppliers – reverse factoring

1,948,033

 

1,021,424

Domestic suppliers – reverse factoring - related parties (see Note 9.a.2)

89,339

 

61,989

Foreign suppliers – reverse factoring

81,687

 

212,220

 

2,119,059

 

1,295,633

 

Some subsidiaries of the Company entered into agreements with a financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier and receives, on the maturity date the amount payable by the subsidiaries of the Company. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. These transactions are presented in operating activities in the statements of cash flow.

 

19. Salaries and related charges

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Provisions on salaries

9,671

 

7,886

 

136,938

 

195,286

Profit sharing, bonus and premium

28,061

 

27,779

 

132,390

 

184,306

Social charges

11,299

 

5,632

 

52,739

 

73,267

Others

6,446

 

1,103

 

8,036

 

15,771

 

55,477

 

42,400

 

330,103

 

468,630


101

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

20. Taxes payable

 

 

 

Parent

 

Consolidated

 

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

ICMS

 

-

 

-

 

146,598

 

180,522

IPI

 

-

 

-

 

4,163

 

8,952

PIS and COFINS

 

817

 

569

 

13,667

 

13,187

ISS

 

28

 

49

 

45,533

 

38,328

Value-added tax (IVA) of foreign subsidiaries

 

-

 

-

 

-

 

27,322

Others

 

251

 

194

 

19,215

 

17,703

 

 

1,096

 

812

 

229,176

 

286,014

 

21. Employee benefits and private pension plan (Consolidated)

 

a. ULTRAPREV - Associaçăo 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. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. 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.

 

In May 2020 the Deliberative Council of Ultraprev approved the use of the reversion fund in the amount of R$ 47,088, and in May 2021 the additional use  of R$ 3,706. The amount of R$ 27,451 was used to deduct the sponsors’ normal contributions and the amount of R$ 3,512 was reclassified to assets held for sale. The balance of R$ 19,831 as of December 31, 2021 will be used to deduct normal sponsor contributions in a period up to 92 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from contributions.

 

In As of December 31, 2021, the subsidiaries contributed to Ultraprev with R$ 16,368, including the use of the reversion fund of R$ 10,566 (R$ 17,186 including the use of the reversion fund of R$ 7,446 as of December 31, 2020), which is recognized as expense in the income statement. The total number of participating employees as of December 31, 2021 was 4,381 active participants and 387 retired participants. In addition Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b. Post-employment benefits

 

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 were determined based on a valuation conducted by an independent actuary and reviewed by management as of December 31, 2021.

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Health and dental care plan (1)

-

 

-

 

159,867

 

200,318

Indemnification of FGTS

2,237

 

2,527

 

38,617

 

53,952

Seniority bonus (2)

-

 

-

 

5,570

 

16,336

Life insurance (1)

-

 

-

 

11,665

 

14,118

Total

2,237

 

2,527

 

215,719

 

284,724

Current

237

 

-

 

21,082

 

27,077

Non-current

2,000

 

2,527

 

194,637

 

257,647

 

(1) Only IPP, Tropical and Iconic.
(2) In 2021, there was a change in the seniority bonus policy for retirement, with a reduction in the benefit (Ultragaz and Ipiranga).

 

The change in the present value of the post-employment benefit obligation occurred as follows:

 

 

12/31/2021

 

12/31/2020

Opening balance

284,724

 

272,867

Expense for the year of continuing operations

15,585

 

11,622

Expense (revenue) for the year of discontinued operations

2,951

 

(6,411)

(Gain) Losses from changes in actuarial assumptions

(58,954)

 

24,822

Benefits paid directly by Company and its subsidiaries

(18,400)

 

(18,969)

Exchange rates from post employment benefits

217

 

793

 Reclassification to liabilities held for sale (i)

(10,404)

 

-

Ending balance

215,719

 

284,724

 

(i) For further information see Note 3.c.1.

 

The total of expense in each year is presented below:

 

 

12/31/2021

 

12/31/2020




Restated

Health and dental care plan

15,265

 

11,127

Indemnification of FGTS

4,409

 

6,199

Seniority bonus

(4,886)

 

(6,821)

Life insurance

797

 

1,117

Total

15,585

 

11,622

 



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

The main actuarial assumptions used are:

 

Economic factors

12/31/2021

 

12/31/2020

 

% p.a.

 

% p.a.

Discount rate for the actuarial obligation at present value

8.93

 

8.22

Average projected salary growth rate

7.07

 

7.07

Inflation rate (long term)

3.25

 

3.25

Growth rate of medical services

7.38

 

7.38

 

Demographic factors

 

Mortality Table for the life insurance benefit – CSO-80

Mortality Table for other benefits – AT 2000 Basic decreased by 10%

Disabled Mortality Table – RRB 1983 and RRB-1944

Disability Table – Weak light

 

Sensitivity analysis

 

The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, wage and medical costs increases. The following sensitivity analyses on December 31, 2021, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.

 

Assumption

Change in assumptions

 

Decrease in liability

 

Change in assumptions

 

Increase in liability

Discount rate

increase by 1.0 p.p.

 

24,196

 

decrease by 1.0 p.p.

 

24,293

Wage growth rate

decrease by 1.0 p.p.

 

3,002

 

increase by 1.0 p.p.

 

2,258

Medical services growth rate

decrease by 1.0 p.p.

 

19,218

 

increase by 1.0 p.p.

 

23,522

 

The sensitivity analyses presented may not represent the real change in the post-employment benefits obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.

 

Inherent risks related to post-employment benefits

 

Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.

 

Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.

 

Medical costs growth risk: the present value of the liability is calculated using as reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.

 

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

22. Provision for asset retirement obligation – fuel tanks (Consolidated)

 

The provision corresponds to the legal obligation to remove the subsidiary IPP’s underground fuel tanks located at by Ipiranga-branded service stations after a certain use period (see Note 2.o).

 

Changes in the provision for asset retirement obligation are as follows:

 

Balance as of December 31, 2019

51,242

Additions (new tanks)

163

Expenditure with tanks removed

(4,306)

Accretion expense

6,336

Balance as of December 31, 2020

53,435

Additions (new tanks)

451

Expenditure with tanks removed

(2,773)

Accretion expense

5,598

Balance as of December 31, 2021

56,711

Current

4,632

Non-current

52,079

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

23. Provisions and contingencies (Consolidated)

 

a. Provisions for tax, civil, and labor risks

 

The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management based on the opinion of the Company’s legal department and its external legal advisors.

 

The table below demonstrates the breakdown of provisions by nature and its movement:

 

Provisions

Balance on 12/31/2020

 

Additions

 

Reversals

 

Payments

 

Interest

 

Reclassification to liabilities held for sale (i)

 

Balance on 12/31/2021

IRPJ and CSLL (a.1.1)

547,862

 

-

 

(6,966)

 

-

 

11,276

 

-

 

552,172

ICMS (c)

108,568

 

58,839

 

(83,536)

 

-

 

284

 

-

 

84,155

Civil, environmental and regulatory claims (a.2.1)

57,772

 

87,066

 

(9,702)

 

(8,116)

 

724

 

(18,983)

 

108,761

Labor litigation (a.3.1)

90,675

 

42,826

 

(4,432)

 

(17,068)

 

2,620

 

(19,161)

 

95,460

Others

93,168

 

63

 

(1,457)

 

-

 

704

 

(841)

 

91,637

Total

898,045

 

188,794

 

(106,093)

 

(25,184)

 

15,608

 

(38,985)

 

932,185

Current

43,660

 

 

 

 

 

 

 

 

 

 

 

119,942

Non-current

854,385

 

 

 

 

 

 

 

 

 

 

 

812,243

 

(i) For further information see Note 3.c.1.

 

Some of the provisions above involve in whole or in part, escrow deposits.

 

Balances of escrow deposits are as follows:

 

 

12/31/2021

 

12/31/2020

Tax matters

731,326

 

789,624

Labor litigation

48,147

 

57,603

Civil and others

91,788

 

102,569

Total

871,261

 

949,796

 

 

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

a.1 Provisions 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$ 534,830 as of December 31, 2021 (R$ 523,136 as of December 31, 2020). On July 18, 2014 a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.

 

a.2 Provisions for civil, environmental and regulatory claims

 

a.2.1 The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 108,761 as of December 31, 2021 (R$ 57,772 as of December 31, 2020). The increase seen during the year is due to the risk classification due to unfavorable decisions in several lawsuits received by the subsidiary Ipiranga.

 

a.3 Provisions for labor matters

 

a.3.1 The Company and its subsidiaries maintain provisions of R$ 95,460 as of December 31, 2021 (R$ 90,675 as of December 31, 2020) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights. The increase seen during the year is due to the risk classification due to unfavorable decisions in several lawsuits received by the subsidiary Ipiranga.

 

b. Contingent liabilities

 

The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose loss is assessed as possible (proceedings whose chance of loss is more than 25% and less or equal than 50%) by the Company and its subsidiaries’ legal departments, based on the opinion of its external legal advisors and, based on these assessments, these claims were not recognized in the financial statements. The estimated amount of this contingency is R$ 3,310,603 as of December 31, 2021 (R$ 3,236,982 as of December 31, 2020).

 

b.1 Contingent liabilities for tax matters and social security

 

The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 2,292,465 as of December 31, 2021 (R$ 2,419,000 as of December 31, 2020), 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 sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 178,422 as of December 31, 2021 (R$ 176,390 as of December 31, 2020).



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings, was R$ 1,303,383 as of December 31, 2021 (R$ 958.134 as of December 31, 2020). Such proceedings arise mostly of the disregard of ICMS credits amounting to R$ 209,611 as of December 31, 2021 (R$ 300,707 as of December 31, 2020), of which R$ 15,532 (R$ 92,687 as of December 31, 2020) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 106,590 as of December 31, 2021 (R$ 98,157 as of December 31, 2020); of conditioned fruition of fiscal incentive in the amount of R$ 174,039 as of December 31, 2021 (R$ 119,894 as of December 31, 2020); of inventory differences in the amount of R$ 295,163 as of December 31, 2021 (R$ 269,581 as of December 31, 2020); and of fiscal equilibrium fund required by States to fruition tax benefits in the amount of R$ 59,128 and a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 219,218.

 

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 amount is R$ 578,097 as of December 31, 2021 (R$ 709,338 as of December 31, 2020), mainly represented by:

 

b.1.3.1 The subsidiary IPP received a tax assessment related to the IRPJ and CSLL resulting from the supposedly undue amortization of the goodwill paid on acquisition of a subsidiary, in the amount of R$ 218,589 as of December 31, 2021 (R$ 212,350 as of December 31, 2020), 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$ 771,695 as of December 31, 2021 (R$ 561,713 as of December 31, 2020), mainly represented by:

 

b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 34,162 as of December 31, 2021 (R$ 33,895 as of December 31, 2020). 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 the amount of R$ 233,426 (R$ 186,381 on December 31, 2020) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.

 

b.2.3 The subsidiary IPP became party to an administrative proceeding filed by CADE, related to allegations of anti-competitive practices in the Distrito Federal which was established in June 2020, arising from a preliminary investigation started in 2009. IPP has already presented its defense and the proceeding is in the evidentiary stage. In 2019 and 2020, IPP received two fines in the amount of R$ 40,693 and R$ 8,187, for allegedly influencing uniform commercial conduct among fuel resellers around the city of Belo Horizonte, state of Minas Gerais and in Joinville, Santa Catarina. The IPP submitted both decisions to judicial review and in both cases decisions were issued suspending the enforceability of fines due to the judicial guarantees presented. External lawyers classify the likelihood of loss as remote in these cases.

 

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b.2.4 On November 29, 2016 a technical opinion was issued by the Operational Support Center for Execution (Centro de Apoio Operacional à Execução – CAEX), a technical body linked to the São Paulo State Public Prosecutor (“MPE”), presenting a proposal of compensation for the alleged environmental damages caused by the fire on April 2nd, 2015 at the Santos Terminal of the subsidiary Ultracargo Logística. This technical opinion is non-binding, with no condemnatory or sanctioning nature, and will still be evaluated by the authorities and parties. The subsidiary disagrees with the methodology and the assumptions adopted in the proposal and is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”), since the beginning of the investigation and currently there is no civil lawsuit filed on the matter. The negotiations relate to in natura repair of the any damages. Thus, on May 15, 2019, the subsidiary Ultracargo Logística signed a Partial Conduct Adjustment Commitment Agreement (“TAC”) in the amount of R$ 67,539 with the MPE and MPF to compensate for diffuse and collective damages of any kind arising from the fish mortality and the damage caused to the ichthyofauna. The negotiation on compensation for other alleged damages are still ongoing and once concluded, the payments related to the project costs may affect the future Company’s financial statements.

 

In the criminal sphere, the MPF denounced the subsidiary Ultracargo Logística, which was summoned and replied to the complaint on June 19, 2018. On September 12, 2019, at a hearing in the federal court of Santos, the MPF and Ultracargo Logística agreed, and the judicial authority approved, the conditional suspension of the criminal proceedings for a period of 2 years, when Ultracargo Logística shall then prove compliance with the execution of the Partial TAC signed, with the obligation of a complementary allocation of R$ 13,000 to TAC and the Fisheries Management Project, to obtain the definitive filing of the process. On February 4, 2021, the subsidiary paid the remaining balance referring to the TAC, without pending and/or additional financial obligation arising from such commitment assumed. In addition, as of December 31, 2021, there are contingent liabilities not recognized related to lawsuits in the amount of R$ 2,022 (R$ 4,428 as of December 31, 2020). Between December 31, 2020 and December 31, 2021, there were not extrajudicial claims.

 

b.3 Contingent liabilities for labor matters

 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 246,443 as of December 31, 2021 (R$ 256,269 as of December 31, 2020).

 

c. Lubricants operation between IPP and Chevron

 

In the process of transaction of the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 4.c of Financial Statements filed on CVM 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 liability provisions of the Chevron shareholder in the amount of R$ 19,724 (R$ 101,663 as of December 31, 2020) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017 due contingent liabilities, amounted to R$ 101,267 as of December 31, 2021 (R$ 102,777 as of December 31, 2020. 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 indemnity asset was hereby constituted in the same amount, without the need to establish a provision for uncollectible amounts.

 

Part of the provision of the Chevron related to the ICMS tax assessment (R$ 81,060), for the period from July 1996 to December 1997, was definitively extinguished through the payment



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


made by the Chevron in the tax amnesty program, established by the Agreement ICMS/RJ No. 51/2020 (Decree/RJ No. 47,332/2020 and State Law of RJ No. 9,041/2020) on April 16, 2021.

The value of the provision of the Chevron in the amount of R$ 19,724, refers to: (i) R$ 17,231 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,207 labor claims and (iii) R$ 285 civil, regulatory and environmental claims.

 

24. Deferred revenue (Consolidated)

 

The subsidiaries of the Company have recognized the following deferred revenue:

 

 

12/31/2021

 

12/31/2020

‘am/pm’ and Jet Oil franchising upfront fee (a)

420

 

814

Loyalty program “Km de Vantagens” (b)

5,205

 

15,424

Loyalty program “Clube Extrafarma” (b)

-

 

2,044

Total current

5,625

 

18,282

 

a. Franchising upfront fee

 

am/pm is the convenience stores chain of the Ipiranga service stations and on December 31, 2021 had 8 stores with initial deferred franchising upfront fee as the requirements for recognition in income have not yet been met (20 stores as of December 31, 2020). In 2021, 90 stores were opened in total (58 stores opened in 2020).

 

Jet Oil is the network specialized in oil changes and automotive services at Ipiranga gas stations and as of December 31, 2021, it had 8 stores opened with initial deferred franchise upfront fee as the requirements for recognition in income have not yet been met (4 stores as of December 31, 2020). In 2021, 45 stores were opened in total (45 stores opened in 2020).

 

For more information on the deferred income from the initial franchise fee see Note 2.a.

 

  

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Loyalty programs

 

The loyalty program called KM de Vantagens (www.kmdevantagens.com.br) under which registered customers are rewarded with points when they buy products in several partners, including the Ipiranga’s service station, was transferred to Abastece aí (www.abasteceai.com.br). The subsidiary IPP remains a partner in the program, offering cashback to its customers based on the limits negotiated under the terms of the partnership, where, after the customer meet the requirements for the right to the benefit, Abastece aí immediately credits the amount to the customer's virtual wallet and charges IPP, which reimburses Abastece aí and recognizes the same amount as reduction in sales. At the end of each year, the subsidiary IPP assesses the points available to its customers with the potential to become cashback in future years and recognizes such probability as deferred income.

 

Subsidiary Extrafarma has a loyalty program called Clube Extrafarma (www.clubeextrafarma.com.br) under which registered customers are rewarded with points when they buy products at its drugstore chain. The customers may exchange these points, during the period of six months, for discounts in products at its drugstore chain, recharge credit on a mobile phone, and prizes offered by partners Multiplus Fidelidade and Ipiranga, through Km de Vantagens. Points received by Extrafarma’s customers are recognized as a reduction of revenue from sales and services. On December 31, 2021, the balance in the amount of R$ 927 was reclassified to a liability held for sale.

 

Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of these points. For more information on deferred revenue from loyalty program, see Note 2.a.


 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

25. Subscription warrants – indemnification

 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification could be issued, corresponding to up to 6,411,244 shares of the Company. The subscription warrants – indemnification may 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 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2020, the Company’s Board of Directors confirmed, the issuance of, respectively, 2,108,542, 86,978, 70,939 and 31,032 common shares within the authorized capital limit provided by the art. 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014.

 

In the association agreement between the Company and Extrafarma on January 31, 2014 and due to the unfavorable decisions of some processes with triggering events prior to January 31, 2014, 578,538 shares linked to the subscription warrants – indemnification were canceled and not issued. On December 31, 2021, 3,527,934 shares were retained linked to subscription warrants – indemnification which will be issued or canceled according as the final decision of the processes are favorable or unfavorable, respectively, being this the maximum number of shares that can be issued in the future, totaling R$ 51,296 (R$ 86,439 as of December 31, 2020).

 

26. Equity

 

a. Share capital

 

On December 31, 2021 the subscribed and paid-in capital stock consists of 1,115,107,683 (1,115,005,712 as of December 31, 2020) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

The price of the outstanding shares as of December 31, 2021, on B3 was R$ 14.54 (R$ 23.74 as of December 31, 2020).

             

On February 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2021, the Board of Directors confirmed the issuance of 2,108,542, 86,978, 70,939 and 31,032 common shares, respectively, with the same rights attributed to the other shares of the Company already issued, due to the partial exercise of the rights conferred by the subscription warrants – indemnification into shares by the Company in the merger of Extrafarma shares. For more information on the changes in share capital, see Note 25.

 

As of December 31, 2021 there were 50,374,275 common shares outstanding abroad in the form of ADRs (47,413,094 shares as of December 31, 2020).



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b.  Equity instrument granted

 

The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 9.c).

 

c.  Treasury shares

 

The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, issued on February 14, 1980 and 268, issued on November 13, 1997.

 

As of December 31, 2021, 23,756,393 common shares (24,739,626 as of December 31, 2020) were held in the Company's treasury, acquired at an average cost of R$ 18.13.

 

d.  Capital reserve

 

The capital reserve reflects the gain on the transfer of shares at market price used in the Deferred Stock Plan granted to executives of the subsidiaries of the Company, as mentioned in Note 9.c.

 

Because of Extrafarma’s association in 2014 the Company recognized an increase in the capital reserves 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, deducted by R$ 2,260 related to the incurred costs directly attributable to issuing new shares. Additionally, on February 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2021, there was an increase in the reserve in the amount of R$ 53,072, R$ 1,691, R$ 1,371 and R$ 448, respectively, due to the partial exercise of the subscription warrants – indemnification (see note 25).

 

e.  Revaluation reserve

 

The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS) instituted by Law 11,638/07, reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


f.  Profit reserves

 

f.1 Legal reserve

 

Under Brazilian Corporate Law, the Company is required to allocate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of share capital. As of December 31, 2021, the legal reserve totaled R$ 791,083 (R$ 750,010 as of December 31, 2020). This reserve may be used to increase capital or to absorb losses but may not be distributed as dividends.

 

f.2 Investments reserve

 

In compliance with Article 194 of the Brazilian Corporate Law and Article 54.b) of the Bylaws this reserve is aimed to protect the integrity of the Company’s assets and to supplement its capital stock, in order to allow new investments to be made. As provided in its Bylaws, the Company may allocate up to 50% of the annual net income, after deducting the legal reserve, to the investments reserve, up to the limit of 100% of the share capital.

 

The investments reserve is free of distribution restrictions and totaled R$ 4,073,876 as of December 31, 2021 (R$ 3,658,265 as of December 31, 2020).

 

g.  Other comprehensive income

 

g.1 Valuation adjustments

 

(i) Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “valuation adjustments”. Gains and losses are reclassified to initial cost of non-financial assets recognized in statements of profit or loss at the moment of paid off of the hedge instrument.
(ii) The differences between the fair value of financial investments measured at fair value through other comprehensive income and the initial amount of financial investments plus the earned income and the foreign currency exchange variation are recognized in equity as valuation adjustments. Gains and losses are reclassified to statements of profit or loss when the financial investment is paid off.
(iii)  Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the title “valuation adjustments”. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.
(iv) The Company also recognizes in this item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders.




Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

Balance and changes in valuation adjustments of the Company are as follows:

 

 

Fair value of cash flow hedging instruments (i)

 

Fair value of financial instruments (ii)

 

Actuarial (loss) gain of post-employment benefits (iii)

 

Non-controlling shareholders interest change (iv)

 

Total

Balance as of December 31, 2019

(296,132)

 

205

 

(47,759)

 

197,369

 

(146,317)

Changes in fair value of financial instruments

(477,570)

 

64

 

 

 

(477,506)

IRPJ and CSLL on fair value

164,425

 

 

 

 

164,425

Actuarial loss of post-employment benefits

 

 

(7,725)

 

 

(7,725)

Income and social contribution taxes on actuarial losses

 

 

2,133

 

-

 

2,133

Balance as of December 31, 2020

(609,277)

 

269

 

(53,351)

 

197,369

 

(464,990)

Changes in fair value of financial instruments

12,036

 

(672)

 

-

 

-

 

11,364

IRPJ and CSLL on fair value

(4,060)

 

-

 

-

 

-

 

(4,060)

Actuarial gain of post-employment benefits of subsidiaries, net

-

 

-

 

49,550

 

-

 

49,550

IRPJ and CSLL on actuarial gains

-

 

-

 

(14,002)

 

-

 

(14,002)

Balance as of December 31, 2021

(601,301)

 

(403)

 

(17,803)

 

197,369

 

(422,138)

 

g.2 Cumulative translation adjustments             

 

The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have functional currency other than the presentation currency of the Company and an independent management (see Note 2.t.1) and the exchange rate variation on notes in the foreign market, net of income taxes (see Note 34.h.3) is directly recognized in the equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.

 

Balance and changes in cumulative translation adjustments of the Company are as follows:

 

 

12/31/2021

 

12/31/2020

Initial balance

231,596

 

102,427

Currency translation adjustment of foreign subsidiaries

97,113

 

202,277

Effect of foreign currency exchange rate variation on financial instruments

(36,461)

 

(110,770)

IRPJ and CSLL on foreign currency exchange rate variation on financial instruments

12,397

 

37,662

Final balance

304,645

 

231,596

 


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


h.  Dividends and allocation of net income

 

The shareholders of the Company are entitled under the Bylaws to a minimum annual dividend of 50% of adjusted net income, after allocation of 5% to the legal reserve, calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in equity until the Shareholders approve them. The proposed dividends payable that refers of the exercise of 2020, the amount of which on as of December 31, 2020 totaled R$ 479,748 (R$ 0.44 – forty-four cents of Brazilian Real per share), were approved by the Board of Directors on February 24, 2021, and were paid from March 12, 2021. On August 11, 2021, the interim dividends were approved in the amount of R$ 218,074 (R$ 0.20 – twenty cents per share), paid on August, 2021.The proposed dividends payable that refers of the exercise of 2021, the amount of which on as of December 31, 2021 totaled R$ 185,896 (R$ 0,17 – seventeen cents of Brazilian Real per share), were approved by the Board of Directors on February 22, 2022, and will be paid from March 11, 2022 onwards.

 

The management proposal for the allocation of net income for 2021 and for distribution of dividends is as follow:

 

 

12/31/2021

Allocation of net income

 

Net income for the year attributable to shareholders of Ultrapar

850,463

Legal reserve (5% of the net income)

42,523

Adjusted net income (basis for dividends)

807,940

Minimum mandatory dividends for the year (50% of the adjusted net income)

403,970

Total of distribution

403,970

Interim dividends (R$ 0.20 per share of the Company)

(218,074)

Balance of proposed dividends (R$ 0.17 per share)

185,896

Allocation of dividends

 

Minimum mandatory dividends for the year (50% of the adjusted net income)

185,896

Balance of proposed dividends (R$ 0.17 per share)

185,896

Allocation of net income

 

Legal reserve (5% of the net income)

42,523

Minimum mandatory dividends for the year (50% of the adjusted net income)

403,970

Statutory reserve

403,970

Total distribution of net income for the year attributable to shareholders of Ultrapar

850,463

 

 

 

 

Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

 

Balances and changes in dividends payable are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2020

439,094

 

442,133

Provisions

459,363

 

478,366

Prescribed dividends

(10,487)

 

(11,816)

Payments

(694,406)

 

(705,753)

Reclassification to liabilities of subsidiaries held for sale

-

 

(70)

Balance as of December 31, 2021

193,564

 

202,860

 

27. Net revenue from sale and services (Consolidated)

 

 

12/31/2021

 

12/31/2020




Restated(i)

Gross revenue from sale:

 

 

 

Merchandise

113,679,771

 

78,571,971

Gross revenue from services

997,114

 

884,570

Discounts and sales returns

(1,351,464)

 

(1,812,144)

Amortization of contractual assets with customers (see Note 12)

(282,521)

 

(289,436)

Deferred revenue

10,614

 

9,814

 

113,053,514

 

77,364,775

Sales taxes

(3,320,672)

 

(3,306,719)

Net revenue

109,732,842

 

74,058,056

 

(i) For further details, see Note 3.c.3.

 

 

 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


28. Costs and expenses by nature


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

 

 

Parent

 

Consolidated

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

 

 

 

 

 

 

 

Restated

Raw materials and materials for use and consumption

-

 

 

104,233,143

 

68,851,960

Personnel expenses

175,933

 

153,338

 

1,575,066

 

1,414,567

Freight and storage

-

 

-

 

899,188

 

1,073,971

Depreciation and amortization

11,936

 

2,775

 

653,118

 

595,531

Amortization of right-of-use assets

6,093

 

4,690

 

260,716

 

242,670

Advertising and marketing

16

 

312

 

106,352

 

143,694

Services provided by third parties

104,039

 

40,030

 

399,904

 

184,532

Other expenses

21,296

 

19,885

 

101,819

 

139,379

Allocation of SSC/Holding expenses

(294,386)

 

(221,030)

 

-

 

-

Total

24,927

 

-

 

108,229,306

 

72,646,304

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

-

 

-

 

104,827,966

 

70,056,447

Selling and marketing

-

 

-

 

1,934,789

 

1,595,871

General and administrative

24,927

 

-

 

1,466,551

 

993,986

Total

24,927

 

-

 

108,229,306

 

72,646,304


29. Gain (loss) on disposal of PP&E and intangibles (Consolidated)

 

The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E, and intangible asset. In 2021 the gain was R$ 184,189 (gain of R$ 85,455 in 2020 – restated), represented primarily from sale of Conectcar and of PP&E.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


30. Other operating income, net (Consolidated)

 

 

12/31/2021

 

12/31/2020

 

 

 

Restated

Other operating income, net:

 

 

 

Commercial partnerships (1)

25,511

 

19,469

Merchandising (2)

33,144

 

25,703

Extraordinary tax credits (3)

213,183

 

136,561

Property rental (4)

26,026

 

24,825

Revenue from miscellaneous services (administrative, commercial and IT services)

96,742

 

91,726

Contractual fine and gas voucher

10,332

 

9,685

Others

40,898

 

13,416

 

445,836

 

321,385

Other operating expenses, net:

 

 

 

Property rental (4)

(116,744)

 

(92,117)

Taxes on other operating income (5)

(23,416)

 

(24,929)

Fines for tax infractions

(3,702)

 

(5,692)

Decarbonization obligation (6)

(161,281)

 

(124,287)

Others

(44,527)

 

(10,326)

 

(349,670)

 

(257,351)

Other operating income, net

96,166

 

64,034

 

(1) Refers to contracts with service providers and suppliers, which establish trade agreements for convenience stores and gas stations.
(2) Refers to contracts with suppliers of convenience storeswhich establish, among other agreements, promotional campaigns.
(3) Refers substantially to PIS and COFINS credits (see Note 8.a.3), registered on calendar year 2021.
(4) Refers to Ipiranga’s income and expenses with property rentals and sublease, especially for establishment of own gas stations, linked to contractual requirements for the preservation of the brand.
(5) Refers substantially to ICMS, ISS, PIS and COFINS.
(6) Refers to the obligation adopted by the RenovaBio to set decarbonization targets for its sector.


 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


31. Finance income (Expense)

 

 

Parent


Consolidated

 

12/31/2021


12/31/2020


12/31/2021


12/31/2020

 

 


 


 


Restated (i)

Finance income:

 


 


 


 

Interest on financial investments

34,690


42,749


101,326


93,667

Interest from customers

-


-


109,999


132,155

Changes in subscription warrants – indemnification (see Note 25)

33,180


-


33,180


-

Selic interest on extraordinary PIS/COFINS credits (see Note 8.a.3)

-


-


201,795


121,565

Other finance income

444


273


13,854


10,279

 

68,314


43,022


460,154


357,666

Finance expenses:

 


 


 


 

Interest on loans

(14,801)


(43,503)


(410,430)


(337,324)

Interest on debentures

(80,241)


(53,960)


(306,539)


(321,656)

Interest on leases payable

(3,220)


(4,238)


(110,878)


(109,318)

Bank charges, financial transactions tax, and other charges

(1,430)


(1,853)


(70,801)


(46,878)

Exchange variation, net of gains and losses with derivative financial instruments

-


-


(239,106)


(58,944)

Changes in subscription warranty – indemnification (see Note 25)

-


(17,353)


-


(17,353)

Interest of provisions and other expenses

-


-


(85,132)


(16,541)

 

(99,692)


(120,907)


(1,222,886)


(908,014)

Finance income (expense)

(31,378)


(77,885)


(762,732)


(550,348)

 

(i) For further details, see Note 3.c.3.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


32. Earnings per share (Parent and Consolidated)

 

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a deferred stock plan and subscription warrants indemnification, as mentioned in Notes 9.c and 25, respectively.

 

 

12/31/2021

 

12/31/2020 - Restated (ii)

 

Continuing operations

 

Discontinued operations (i)

 

Total

 

Continuing operations

 

Discontinued operations (i)

 

Total

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

785,199

 

65,264

 

850,463

 

612,750

 

280,633

 

893,383

Weighted average shares outstanding (in thousands)

1,090,500

 

1,090,500

 

1,090,500

 

1,089,414

 

1,089,414

 

1,089,414

Basic earnings per share – R$

0.7200

 

0.0598

 

0.7799

 

0.5625

 

0.2576

 

0.8201

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

Net income for the year of the Company

785,199

 

65,264

 

850,463

 

612,750

 

280,633

 

893,383

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

1,096,962

 

1,096,962

 

1,096,962

 

1,095,842

 

1,095,842

 

1,095,842

Diluted earnings per share – R$

0.7158

 

0.0595

 

0.7753

 

0.5592

 

0.2561

 

0.8152

Weighted average shares outstanding (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding for basic per share

 

 

 

 

1,090,500

 

 

 

 

 

1,089,414

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

     Subscription warrants – indemnification

 

 

 

 

3,548

 

 

 

 

 

3,570

     Deferred stock plan

 

 

 

 

2,914

 

 

 

 

 

2,858

Weighted average shares outstanding for diluted per share

 

 

 

 

1,096,962

 

 

 

 

 

1,095,842

 

(i) For further details, see Note 3.c.2.
(ii) For further details, see Note 3.c.3.

 

Earnings per share were adjusted retrospectively by the issuance of 2,297,491 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in note 25.


 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


33. Segment information

 

The Company operates six main business segments: gas distribution, fuel distribution, chemicals, (presented as discontinued operations), storage, drugstores (presented as discontinued operations) and digital payments. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The digital payments segment (Abastece aí) offers digital payments services, combining the “abastece aí” app and the loyalty program “Km de Vantagens”. The segments shown in the financial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.

 

The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are raw materials used in the home and personal care, agrochemical, paints, varnishes, and other industries. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the North, Northeast and Southeast regions of the country. Both have their information by segment presented in Note 3.c.2, discontinued operations.




Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


a. Financial information related to segments

 

The main financial information of each of the continuing operations Company’s segments are stated as follows. For discontinued operations see note 3.c.2.

 


12/31/2021

Income

Ipiranga

Ultragaz

Ultracargo

Abastece aí

Subtotal

Others (1) (2)

Elimination

Total

Net revenue from sales and services

99,382,617

9,744,659

713,096

84,733

109,925,105

22,452

(214,715)

109,732,842

Transactions with third parties

99,382,547

9,740,657

518,762

84,733

109,726,699

6,143

-

109,732,842

Intersegment transactions

70

4,002

194,334

-

198,406

16,309

(214,715)

-

Cost of products and services sold

(96,110,408)

(8,626,340)

(285,406)

-

(105,022,154)

70

194,118

(104,827,966)

Gross profit

3,272,209

1,118,319

427,690

84,733

4,902,951

22,522

(20,597)

4,904,876

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

(1,409,350)

(438,697)

(9,213)

(71,345)

(1,928,605)

(6,184)

-

(1,934,789)

Loss allowance (reversion) for expected credit losses

23,536

(20,482)

69

-

3,123

-

-

3,123

General and administrative

(846,441)

(202,002)

(127,117)

(113,544)

(1,289,104)

(198,044)

20,597

(1,466,551)

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

183,862

2,138

(1,754)

(9)

184,237

(48)

-

184,189

Other operating income, net

74,574

10,976

3,876

5,159

94,585

1,581

-

96,166

Operating income (loss)

1,298,390

470,252

293,551

(95,006)

1,967,187

(180,173)

-

1,787,014

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

(859)

(104)

602

-

(361)

(17,273)

-

(17,634)

Operating income before finance income (expenses) and income and social contribution taxes

1,297,531

470,148

294,153

(95,006)

1,966,826

(197,446)

-

1,769,380

Depreciation of PP&E and amortization of intangible assets charges

325,942

211,014

76,421

14,365

627,742

25,376

-

653,118

Amortization of contractual assets with customers – exclusive rights

280,975

1,546

-

-

282,521

-

-

282,521

Amortization of right-of-use assets

182,245

46,579

25,440

267

254,531

6,185

-

260,716

Total of depreciation and amortization

789,162

259,139

101,861

14,632

1,164,794

31,561

-

1,196,355



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

31/12/2020 - Restated

Income

Ipiranga

Ultragaz

Ultracargo

Abastece aí

Subtotal Segments

Others (1) (2)

Elimination

Total

Net revenue from sales and services

66,133,035

7,408,342

644,177

17,223

74,202,777

48,325

(193,046)

74,058,056

Transactions with third parties

66,132,828

7,403,632

504,725

17,223

74,058,408

(352)

-

74,058,056

Intersegment transactions

207

4,710

139,452

-

144,369

48,677

(193,046)

-

Cost of products and services sold

(63,609,871)

(6,310,157)

(270,010)

-

(70,190,038)

207

133,384

(70,056,447)

Gross profit

2,523,164

1,098,185

374,167

17,223

4,012,739

48,532

(59,662)

4,001,609

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

(1,164,779)

(404,776)

(7,278)

(13,945)

(1,590,778)

(5,093)

-

(1,595,871)

Loss allowance (reversion) for expected credit losses

2,863

(18,514)

370

-

(15,281)

-

-

(15,281)

General and administrative

(568,963)

(196,883)

(122,965)

(33,164)

(921,975)

(131,673)

59,662

(993,986)

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

78,952

7,936

(1,433)

-

85,455

-

-

85,455

Other operating income, net

44,195

8,265

8,898

920

62,278

1,756

-

64,034

Operating income (loss)

915,432

494,213

251,759

(28,966)

1,632,438

(86,478)

-

1,545,960

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

(932)

(53)

392

-

(593)

(43,438)

-

(44,031)

Operating income before finance income (expenses) and income and social contribution taxes

914,500

494,160

252,151

(28,966)

1,631,845

(129,916)

-

1,501,929

Depreciation of PP&E and amortization of intangible assets charges

314,511

192,241

65,838

4,053

576,643

18,888

-

595,531

Amortization of contractual assets with customers – exclusive rights

287,800

1,636

-

-

289,436

-

-

289,436

Amortization of right-of-use assets

177,039

41,015

19,482

40

237,576

5,094

-

242,670

Total of depreciation and amortization

779,350

234,892

85,320

4,093

1,103,655

23,982

-

1,127,637

 

(1) Includes in the line “General and administrative” and revenue on disposal of PP&E and intangibles the amount of R$ 154,640 in 2021 (R87,363 in 2020) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board.
(2) The “Others” column consists of financial income and expenses, income tax and social contribution of the segments, the parent company Ultrapar and the subsidiaries SermaImaven Imóveis Ltda. (“Imaven”)Ultrapar International, UVC InvestimentosUVC - Fundo de investimento and equity of joint ventures of ConectCar, until September 30, 2021 and RPR.




Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)



 

12/31/2021

Cash flow

Ipiranga

Ultragaz

Ultracargo

Abastece aí

Subtotal Segments

Others (3)

Elimination

Total

Acquisition of property, plant, and equipment

386,693

336,871

298,272

636

1,022,472

5,947

-

1,028,419

Acquisition of intangible assets

156,498

30,150

15,819

34,824

237,291

197

-

237,488

Payments of contractual assets with customers – exclusive rights

420,261

-

-

-

420,261

-

-

420,261

Decarbonization credits (see Note 16)

176,837

-

-

-

176,837

-

-

176,837


 

31/12/2020 - Restated

Cash flow

Ipiranga

Ultragaz

Ultracargo

Abastece aí

Subtotal Segments

Others (3)

Elimination

Total

Acquisition of property, plant, and equipment

245,980

276,470

211,287

5,149

738,886

11,732

-

750,618

Acquisition of intangible assets

85,337

32,613

5,596

10,285

133,831

20,703

-

154,534

Payments of contractual assets with customers – exclusive rights

351,233

4,812

-

-

356,045

-

-

356,045

Decarbonization credits (see Note 16)

125,345

-

-

-

125,345

-

-

125,345

 

 

12/31/2021

Assets

Ipiranga

Ultragaz

Ultracargo

Abastece aí

Subtotal Segments

Others (3)

Assets from subsidiaries held for sale

Total

Total assets (excluding intersegment transactions)

21,050,793

3,233,736

2,675,453

152,212

27,112,194

897,246

11,000,917

39,010,357

 

 

12/31/2020

Assets Ipiranga Ultragaz Oxiteno Ultracargo Extrafarma Abastece aí Subtotal Segments Others (3) Elimination Total

Total assets (excluding intersegment transactions)

18,761,207

2,927,061

8,892,850

2,197,675

1,845,038

85,787

34,709,618

1,540,544

-

36,250,162

 

(3) The “Others” column comprises the parent company Ultrapar (including goodwill from certain acquisitions) and the subsidiaries Serma, Imaven, Ultrapar International, UVC Investimentos and UVC - Fundo de investimento.

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

12/31/2021

 

12/31/2020

 

 

 

 

Restated

Income before financial result, income and social contribution taxes

 

1,769,380

 

1,501,929

Financial result, net

 

(762,732)

 

(550,348)

Income before income and social contribution taxes

 

1,006,648

 

951,581

Additions to PP&E and intangible assets (excluding intersegment account balances):

 

 

 

 

Ultragaz

 

367,021

 

309,083

Ipiranga

 

550,874

 

338,848

Ultracargo

 

316,873

 

218,898

Abastece aí

 

35,460

 

15,434

 

 

1,270,228

 

882,263

Others (1)

 

6,143

 

32,437

Total additions to PP&E and intangible assets, excluding decarbonization credits (see Notes 15 and 16)

 

1,276,371

 

914,700

Asset retirement obligation – fuel tanks (see Note 22)

 

(451)

 

(163)

Capitalized borrowing costs

 

(10,013)

 

(9,385)

Total investments in PP&E and intangible assets (cash flow)

 

1,265,907

 

905,152

Addition on contractual assets with customers – exclusive rights (see Note 12):

 

 

 

 

Ipiranga

 

689,986

 

543,382

Ultragaz

 

-

 

5,703

Total

 

689,986

 

549,085

 

(1) The “Others” column comprises the parent company Ultrapar (including goodwill from certain acquisitions) and the subsidiaries Serma, Imaven, Ultrapar International, UVC Investimentos and UVC  Fundo de investimento.

  


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Geographic area information

 

The right-of-use assets, PP&E and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno’ plants abroad, which were reclassified to assets of subsidiaries held for sale on December 31, 2021, for further details see Note 3.b, as shown below:

 

 

12/31/2021

 

12/31/2020

United States of America

-

 

1,152,876

Mexico

-

 

163,042

Uruguay

-

 

90,347

 

-

 

1,406,265

 

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

 

 

12/31/2021

 

12/31/2020

 

 

 

Restated (i)

Net revenue from sale and services:

 

 

 

Brazil

109,598,146

 

73,941,162

Other Latin American countries

69,523

 

45,356

United States of America and Canada

35,279

 

29,935

Europe

18,876

 

34,460

Others

11,018

 

7,143

Total

109,732,842

 

74,058,056

 

(i) For further information see Note 3.c.3.


Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)

34. Risks and financial instruments (Consolidated)

 

a. Risk management and financial instruments – governance

 

The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.

 

The Company has a policy for the management of resources, financial instruments, and risks approved by its Company’s 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 has done by corporate financial board, through its treasury department, with the assistance of the accounting, legal and tax departments.

 

The monitoring of compliance of the Policy and possible issues is the responsibility of the Risk and Investment Committee, (“Committee”), which is composed of CFO, Treasury Director, Controller and other directors designated by the CFO and which meet quarterly. The monthly monitoring of Policy standards is responsibility of the CFO.

 

Approval of the Policy and the periodic assessment of Company exposure to financial risks are subject to the approval of the Company’s Board of Directors of Ultrapar.

 

The Audit and Risks Committee advises the Company’s Board of Directors in the assessment of controls, management and exposure of financial risks and revision of Policy. The Risk, Compliance and Audit board monitors of standards compliance of the Policy and reports to the Audit and Risks Committee the risks exposure and compliance or noncompliance of the Policy.

 

 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Currency risk

 

Most transactions of the Company, through its subsidiaries, are located in Brazil and therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the changes in assets and liabilities in foreign currency.

 

The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts, and disbursements in foreign currency and net investments in foreign operations. Hedge is used in order to reduce the effects of changes in exchange rates on the Company´s income and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related.

 

Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais:

 

b.1 Assets and liabilities in foreign currencies

 

 

12/31/2021

 

12/31/2020

Assets in foreign currency

 

 

 

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

122,242

 

1,413,276

Foreign trade receivables, net of loss allowance for expected credit losses and advances to foreign customers

1,324

 

307,829

Other assets

186,548

 

1,767,626

Asset exposure from subsidiaries held for sale

3,839,194

 

-

 

4,149,308

 

3,488,731

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and discount

(8,860,833)

 

(9,246,707)

Payables arising from imports, net of advances to foreign suppliers

(649,107)

 

(633,013)

Liabilities exposure from subsidiaries held for sale

(884,402)

 

-

 

(10,394,342)

 

(9,879,720)

Foreign currency hedging instruments

2,933,572

 

4,837,554

Foreign currency hedging instruments from subsidiaries held for sale

1,786,471

 

-

Net liability position – total

(1,524,991)

 

(1,553,435)

Net (liability) asset position – income statement effect

(498,604)

 

186,306

Net liability position – equity effect from subsidiaries held for sale

(1,026,387)

 

(1,739,741)



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

For the base scenario, future market curves as of December 31, 2021 were used applied on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement, impacted by the average U.S. dollar of R$ 5.6514 on December 31,2021.

 

The table below shows the effects of exchange rate changes on the net liability position of R$ 1,524,991 in foreign currency as of December 31, 2021:

 

 

Risk

Scenario

 

 

Base

Income statement effect

Real devaluation

(25,230)

 

Net effect

(25,230)

Income statement effect

Real appreciation

25,230

 

Net effect

25,230

 

c. Interest rate risk

 

The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 5. Borrowings primarily relate to financing from Banco do Brasil, as well as debentures and borrowings in foreign currency, as shown in Note 17.

 

The Company attempts to maintain most of its financial interest assets and liabilities at floating rates.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.1 Assets and liabilities exposed to floating interest rates


The financial assets and liabilities exposed to floating interest rates are demonstrated below:

 

 

Note

12/31/2021

 

12/31/2020

DI

 

 

 

 

Cash equivalents

5.a

1,943,164

 

2,241,852

Financial investments

5.b

1,607,608

 

3,749,852

Loans and debentures

17.a

(4,855,517)

 

(6,947,362)

Liability position of foreign exchange hedging instruments – DI

34.g

(2,283,625)

 

(2,124,146)

Liability position of fixed interest instruments + IPCA – DI

34.g

(2,364,583)

 

(2,203,705)

Net liability position in DI

 

(5,952,953)

 

(5,283,509)

TJLP

 

 

 

 

Loans – TJLP

17.a

(326)

 

(29,803)

Net liability position in TJLP

 

(326)

 

(29,803)

 

 

 

 

 

LIBOR

 

 

 

 

Asset position of foreign exchange hedging instruments – LIBOR

34.g

279,047

 

260,958

Loans – LIBOR

17.a

(275,936)

 

(573,484)

Net liability position in LIBOR

 

3,111

 

(312,526)

Total net liability position exposed to floating interest

 

(5,950,168)

 

(5,625,838)

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.2 Sensitivity analysis of floating interest rate risk

 

For sensitivity analysis of floating interest rate risk, in December 31, 2021 the Company used the market curves of the reference indexes (DI, TJLP, LIBOR and SELIC) as a base scenario.

 

The tables below show the incremental expenses and income that would be recognized in finance income, if the market curves of floating interest at the base date were applied to the average balances of the current year, due to the effect of floating interest rate.

 

 

 

12/31/2021

 

Risk

Scenario

 

 

Base

Exposure of interest rate risk

 

 

 

 

 

Interest effect on cash equivalents and financial

Increase in DI

153,160

Interest effect on debt in DI

Increase in DI

(360,652)

Interest rate hedging instruments (liabilities in DI) effect

Increase in DI

(221,157)

Incremental expenses

 

(428,649)

Interest effect on debt in TJLP

Increase in TJLP

(7)

Incremental expenses

 

(7)

Foreign exchange hedging instruments (assets in LIBOR) effect

Increase in LIBOR

11

Interest effect on debt in LIBOR

Increase in LIBOR

(94)

Incremental expenses

 

(83)

 

d. Credit risks

 

The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 5), and trade receivables (see Note 6).

 

d.1 Credit risk of 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 review 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.

 

 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated) 

 

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 institution and government of cash, cash equivalents and financial investments is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

12/31/2021

 

12/31/2020

AAA

 

3,606,000

 

8,190,428

AA

 

740,879

 

317,894

A

 

116,594

 

163,838

Total

 

4,463,473

 

8,672,160

 

d.3 Customer credit risk

 

The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.

 

In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are natural or legal clients, whether they are wholesalers, resellers or final customers, considering also the geographic area.

 

The expected of credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on data considered to be capable of foreseeing the risk of loss (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.

 

Such credit risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.

 

The subsidiaries of the Company request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees don’t influence in the calculation of risk of loss.


 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The subsidiaries of the Company maintained the following loss allowance for expected credit losses balances on trade receivables:

 

 

12/31/2021

 

12/31/2020

Ipiranga

422,542

 

447,389

Ultragaz

135,565

 

113,621

Oxiteno (*)

-

 

16,430

Extrafarma (*)

-

 

73

Ultracargo

1,526

 

1,594

Total

559,633

 

579,107

 

(*) On December 31, 2021 the balances were reclassified to assets of subsidiaries held for sale.


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

 

 

12/31/2021

 

12/31/2020

 

Weighted average rate of losses

 

Accounting balance

 

Provision for losses

 

Weighted average rate of losses

 

Accounting balance

 

Provision for losses

Current

0.6%

 

3,901,536

 

23,476

 

1.2%

 

3,751,067

 

44,091

less than 30 days

7.3%

 

109,284

 

8,005

 

2.2%

 

134,836

 

2,939

31-60 days

20.4%

 

57,545

 

11,746

 

8.2%

 

43,207

 

3,563

61-90 days

23.0%

 

39,177

 

9,016

 

10.9%

 

42,589

 

4,630

91-180 days

49.1%

 

50,588

 

24,818

 

36.8%

 

76,158

 

28,062

more than 180 days

57.5%

 

838,532

 

482,572

 

55.7%

 

890,756

 

495,822

 

 

 

4,996,662

 

559,633

 

 

 

4,938,613

 

579,107

 

The information about loss allowance for expected credit losses balances by geographic area are as follows:

 

 

12/31/2021

 

12/31/2020

Brazil

559,532

 

568,461

United States of America and Canada

3

 

1,146

Other Latin America countries

15

 

271

Europe

66

 

9,120

Others

17

 

109

 

559,633

 

579,107

 

For more information about the allowance for loss allowance for expected credit losses, see Notes 6.a and 6.b.

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

d.4 Price risk

 

The Company and its subsidiaries are exposed to commodity price risk, due 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 to protection of price movements through hedge transactions for cargo purchased in the international market, used contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.

 

The table below shows the positions of derivative financial instruments to hedge commodity price risk at December 31, 2021:

 

Derivative

 

Contract

 

Notional amount (m3)

 

Notional amount (USD thousands)

 

Fair value (R$ thousands)

 

 

Position

 

Product

 

Maturity

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Term

 

Sold

 

Heating Oil

 

jan-22

 

167,255

 

108,429

 

103,148

 

42,399

 

2,269

 

(563)

Term

 

Sold

 

RBOB

 

jan-22

 

29,413

 

-

 

17,112

 

-

 

(967)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,302

 

(563)

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

e. Liquidity risk

 

The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.

 

The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases, or through a combination of these methods.

 

The Company and its subsidiaries believe to have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months totaled R$ 3,605,377, including estimated interests on loans (for quantitative information, see Note 17.a). Furthermore, the investments realized in 2021 totaled R$ 1,883,839. On December 31, 2021, the Company and its subsidiaries had R$ 4,084,196 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 5).

 

The table below presents a summary of financial liabilities as of December 31, 2021 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts ​​may be different from the amounts disclosed on the balance sheet.

 

Financial liabilities

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)

19,825,386

3,605,377

5,081,235

4,237,708

6,901,066

Currency and interest rate hedging instruments (3)

747,861

214,846

272,208

169,274

91,533

Trade payables

5,789,954

5,789,954

-

-

-

Leases payable

2,145,602

304,007

505,547

370,828

965,220

 

(1) To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) DI of 11.74% to 2022 and 10.32to 2023; (ii) exchange rate of the Real against the U.S. dollar of R$ 5.75 in 2022, R$ 5.45 in 2023, R$ 5.10 in 2024 and R$ 4.90 as from 2025; (iii) TJLP of 6.08%; (iv) IPCA of 5.11% in 20223.32in 2023, 3.1% in 2024 and 3.0% as from 2025. (source: B3, Bulletin Focus and financial institutions).
(2) Includes estimated interest payments on short-term and long-term loans until the payment date.
(3) The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures curves of DI x Pre and DI x IPCA contracts quoted on B3 on December 312021 and on the futures curve of LIBOR (ICE  Intercontinental Exchange) and commodities heating oil contracts quoted on New York Mercantile Exchange (“NYMEX”) on December 312021. In the table above, only the hedging instruments with negative results at the time of settlement were considered.



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)


f. Capital management

 

The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 5) and loans, including debentures (see Note 17). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.

 

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.

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The table below summarizes the position of hedging instruments entered by the Company and its subsidiaries:

 

Designated as hedge accounting

 

Product

 

Hedged object

 

Rates agreement

 

Maturity

 

Note

 

Notional amount 1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

 

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Foreign exchange swap

 

Debt

 

USD + 4.65 %

104.87% DI

 

sep-23

 

34.h.1

 

USD 125,000

 

USD 185,000

 

212,510

 

298,889

Foreign exchange swap

 

Debt

 

USD + LIBOR-3M + 1.14%

105.00% DI

 

jun-22

 

34.h.1

 

USD 50,000

 

USD 50,000

 

109,332

 

94,782

Interest rate swap

 

Debt

 

4.59% + IPCA

102.00% DI

 

sep-28

 

34.h.1

 

R$ 2,266,054

 

R$ 806,054

 

166,468

 

203,837

Interest rate swap

 

Debt

 

6.47%

99.94% DI

 

nov-24

 

34.h.1

 

R$ 90,000

 

R$ 90,000

 

(9,044)

 

3,498

Term

 

Firm commitments

 

BRL

Heating Oil

 

jan-22

 

34.h.1

 

USD 120,260

 

USD 42,399

 

1,302

 

(563)

NDF

 

Firm commitments

 

BRL

USD

 

jan-22

 

34.h.1

 

USD 68,361

 

USD 23,124

 

5,702

 

(733)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

486,270

 

599,710

 

Not designated as hedge accounting

 

Product

 

Hedged object

 

Rates agreement

 

Maturity

 

Notional amount 1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

12/31/2021

 

12/31/2020

 

12/31/2021

 

12/31/2020

Foreign exchange swap

 

Debt

 

USD + 0.18%

55.5% DI

 

-

 

-

 

USD 320,000

 

-

 

519,260

NDF

 

Firm commitments

 

USD

BRL

 

jun-22

 

USD 625,762

 

USD 378,550

 

3,463

 

(112,152)

Interest rate swap

 

Debt

 

2.67%

100% DI

 

-

 

-

 

R$ 1,300,000

 

-

 

(5)

Interest rate swap

 

Debt

 

5.25%

DI - 1.36%

 

jun-29

 

USD 300,000

 

-

 

(126,752)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

(123,289)

 

407,103

 

(1) Currency as indicated.

 

All transactions mentioned above were properly registered with CETIP S.A.

 


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Financial statements

 

(In thousands of Brazilian Reais, unless otherwise stated)

h. Hedge accounting             

 

The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.

 

h.1 Fair value hedge

 

The Company and its subsidiaries designate as fair value hedges certain financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars.

 

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

 

In thousands, except the DI %

12/31/2021

 

12/31/2020

Notional amount – US$

175,000

 

235,000

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

21,812

 

574,378

Fair value adjustment of debt – R$

47,064

 

(13,131)

Finance expense in the statements of profit or loss – R$

(105,059)

 

(597,735)

Average effective cost – DI %

104.9

 

104.1

 

For more information, see Note 17.c.1.

 

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

 

In thousands, except the DI %

12/31/2021

 

12/31/2020

Notional amount – US$

2,226,054

 

806,054

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

(17,922)

 

67,446

Fair value adjustment of debt – R$

166,374

 

(18,446)

Finance expense in the statements of profit or loss – R$

(245,710)

 

(99,555)

Average effective cost – DI %

102.0

 

95.8

 

For more information, see Notes 17.f.2, 17.f.4, 17.f.6, 17.f.8, 17.f.9 and f.10.

 

In thousands, except the DI %

12/31/2021

 

12/31/2020

Notional amount – US$

90,000

 

90,000

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

(10,088)

 

6,528

Fair value adjustment of debt – R$

11,756

 

3,250

Finance expense in the statements of profit or loss – R$

(5,914)

 

(8,968)

Average effective cost – DI %

99.9

 

99.9

 

For more information, see Note 17.f.7.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary IPP. The purpose of this relationship is to transform the cost of the imported product from fixed to variable until the moment of blend the fuel, as occurs with the price practiced in its sales. The IPP realizes 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

12/31/2021

 

12/31/2020

Notional amount – US$

188,621

 

65,523

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

(129,670)

 

(87,448)

Fair value adjustment of inventories – R$

(4,352)

 

18,468

 

h.2 Cash flow hedge

 

The Company and its subsidiaries designate, as cash flow hedge for protection against variations arising from exchange rate changes, derivative financial instruments to hedge firm commitments and non-derivative financial instruments to hedge highly probable future transactions.

 

On December 31, 2021, the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as cash flow hedge, related to notes in the foreign market totaled US$ 386,787 (US$ 468,215 on December 31, 2020). On December 31, 2021, the unrealized gain of Other comprehensive income is R$ 7,880 (loss of R$ 315,403 on December 31, 2020), net of deferred IRPJ and CSLL. The impacts and balances of cash flow hedge are recognized at Oxiteno, a group company that was reclassified as held for sale and discontinued operations.

 

h.3 Net investment hedge in foreign entities

 

The Company and its subsidiaries designate, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.


On December 31, 2021 the balance of foreign exchange hedging instruments designated as net investments hedge in foreign entities, related to part of the investments made in entities which functional currency is other than the Brazilian Real, totaled US$ 95,000 (US$ 95,000 on December 31, 2020), being recognized a loss in “Other comprehensive income” of R$ 24,064 on December 31, 2021 (loss of R$ 73,108 on December 31, 2020), net of deferred income and social contribution taxes. The effects of exchange variation on investments and notes in the foreign market were offset in shareholders' equity.

 

The impacts and balances of net investments hedge in foreign are recognized at Oxiteno, a group company that was reclassified as held for sale and discontinued operations



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


i. Gains (losses) on hedging instruments

 

The following tables summarize the value of gains (losses) recognized, which affected the equity of the Company and its subsidiaries:

 

 

12/31/2021

 

Profit or loss

 

Equity

a – Exchange rate derivates receivable in U.S. dollars (i) and (ii) and commodities

(205,680)

 

-

b – Interest rate swaps in R$ (iii)

(101,488)

 

-

c – Non-derivative financial instruments (iv)

21,547

 

(753,655)

Total

(285,621)

 

(753,655)

 

 

12/31/2020

 

Profit or loss

 

Equity

a – Exchange rate derivates receivable in U.S. dollars (i) and (ii) and commodities

497,210

 

-

b – Exchange rate derivates payable in U.S. dollars (ii)

(330,999)

 

80

c – Interest rate swaps in R$ (iii)

58,131

 

-

d – Non-derivative financial instruments (iv)

(919,219)

 

(737,471)

Total

(694,877)

 

(737,391)

 

(i) Does not consider the effect of exchange rate variation of exchange Swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/firm commitments).
(ii) Considers the designation effect of foreign exchange hedging.
(iii) Considers the designation effect of interest rate hedging in Brazilian Reais; and
(iv) Considers the results of notes in the foreign market (for more information see Note 17.b).



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


j. Fair value of financial instruments

 

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

 

 

 

 

12/31/2021

 

12/31/2020

 

Category

Note

Carrying value

 

Fair

value

 

Carrying value

 

Fair

value

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

5.a

334,547

 

334,547

 

405,081

 

405,081

Financial investments in local currency

Measured at fair value through other comprehensive income

5.a

1,943,164

 

1,943,164

 

2,241,852

 

2,241,852

Financial investments in foreign currency

Measured at fair value through profit or loss

5.a

2,363

 

2,363

 

14,561

 

14,561

Financial investments:

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

1,607,608

 

1,607,608

 

3,643,286

 

3,643,286

Fixed-income securities and funds in local currency

Measured at fair value through other comprehensive income

5.b

-

 

-

 

31,315

 

31,315

Fixed-income securities (guarantee of loans)

Measured at amortized cost

5.b

-

 

-

 

75,251

 

75,251

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

103,239

 

103,239

 

1,278,940

 

1,278,940

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

5.b

472,552

 

472,552

 

981,874

 

981,874

Trade Receivables

Measured at amortized cost

6.a

3,438,995

 

3,367,012

 

3,391,122

 

3,369,766

Reseller Financing

Measured at amortized cost

6.b

998,034

 

992,359

 

968,384

 

965,645

Total

 

 

8,900,502

 

8,822,844

 

13,031,666

 

13,007,571

Financial liabilities:

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17.a

1,011,374

 

1,011,374

 

1,308,928

 

1,308,928

Financing

Measured at amortized cost

17.a

8,082,323

 

8,380,088

 

9,406,013

 

10,186,947

Debentures

Measured at amortized cost

17.a

4,599,525

 

4,529,439

 

5,450,751

 

5,363,621

Debentures

Measured at fair value through profit or loss

17.a

2,487,244

 

2,487,244

 

1,093,365

 

1,093,365

Leases payable

Measured at amortized cost

14

1,348,311

 

1,348,311

 

1,833,288

 

1,833,288

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

17.a

197,177

 

197,177

 

117,159

 

117,159

Trade payables

Measured at amortized cost

18

5,789,954

 

5,727,724

 

4,040,652

 

4,008,457

Subscription warrants – indemnification

Measured at fair value through profit or loss

25

51,296

 

51,296

 

86,439

 

86,439

Total

 

 

23,567,204

 

23,732,653

 

23,336,595

 

23,998,204



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:

 

  • The fair value of cash and bank deposit balances are identical to their carrying values.

 

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

 

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

 

  • The fair value of trade receivables and trade payables are approximate to their carrying values and the Company calculates its fair value through methodologies commonly used in the market.

 

  • The subscription warrants – indemnification was measured based on the share price of Ultrapar (UGPA3) at the financial statements date and are adjusted to the Company’s dividend yield, since the exercise is only possible starting in 2020 onwards and they are not entitled to dividends until then. The number of shares of subscription warrants – indemnification is 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 25).

 

  • The fair value calculation of notes in the foreign market is based on the quoted price in an active market (see Note 17.b).

 

The fair value of other financial investments, financing and leases payable was determined using calculation methodologies commonly used for mark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of the date of the financial statements. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.

 

The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realizable in the current market.

 

Financial instruments were classified as financial assets or liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 5.b), (ii) loans and financing measured at fair value through profit or loss (see Note 17.a), (iii) guarantees to customers that have vendor arrangements (see Note 17.i), 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 25). Cash, banks, trade receivables and reseller financing are classified as measured at amortized cost. Trade payables, leases payable and other payables are classified as financial liabilities measured at amortized cost.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


j.1 Fair value hierarchy of financial instruments

 

The financial instruments are classified in the following categories:

 

(a) Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;

 

(b) Level 2 inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

 

The table below shows the categories of the financial assets and financial liabilities:

 

 

Category

Note

12/31/2021

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

5.a

334,547

 

-

 

-

Financial investments in local currency

Measured at fair value through other comprehensive income

5.a

1,943,164

 

-

 

1,943,164

Financial investments in foreign currency

Measured at fair value through profit or loss

5.a

2,363

 

2,363

 

-

Financial investments:

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

1,607,608

 

1,607,608

 

-

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

103,239

 

-

 

103,239

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

5.b

472,552

 

-

 

472,552

Trade Receivables

Measured at amortized cost

6.a

3,367,012

 

-

 

-

Reseller Financing

Measured at amortized cost

6.b

992,359

 

-

 

-

Total

 

 

8,822,844

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17.a

1,011,374

 

-

 

1,011,374

Financing

Measured at amortized cost

17.a

8,380,088

 

-

 

-

Debentures

Measured at amortized cost

17.a

4,529,439

 

-

 

-

Debentures

Measured at fair value through profit or loss

17.a

2,487,244

 

-

 

2,487,244

Leases payable

Measured at amortized cost

14

1,348,311

 

-

 

-

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

17.a

197,177

 

-

 

197,177

Trade payables

Measured at amortized cost

18

5,727,724

 

-

 

-

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

25

51,296

 

-

 

51,296

Total

 

 

23,732,653

 

 

 

 



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)



Category

Note

12/31/2020

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

5.a

405,081

 

-

 

-

Financial investments in local currency

Measured at fair value through other comprehensive income

5.a

2,241,852

 

-

 

2,241,852

Financial investments in foreign currency

Measured at fair value through profit or loss

5.a

14,561

 

14,561

 

-

Financial investments:

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

3,643,286

 

3,643,286

 

-

Fixed-income securities and funds in local currency

Measured at fair value through other comprehensive income

5.b

31,315

 

-

 

31,315

Fixed-income securities (guarantee of loans)

Measured at amortized cost

5.b

75,251

 

-

 

-

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

1,278,940

 

30,245

 

1,248,695

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

5.b

981,874

 

-

 

981,874

Trade Receivables

Measured at amortized cost

6.a

3,369,766

 

-

 

-

Reseller Financing

Measured at amortized cost

6.b

965,645

 

-

 

-

Total

 

 

13,007,571

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17.a

1,308,928

 

-

 

1,308,928

Financing

Measured at amortized cost

17.a

10,186,947

 

-

 

-

Debentures

Measured at amortized cost

17.a

5,363,621

 

-

 

-

Debentures

Measured at fair value through profit or loss

17.a

1,093,365

 

-

 

1,093,365

Leases payable

Measured at amortized cost

14

1,833,288

 

-

 

-

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

17.a

117,159

 

-

 

117,159

Trade payables

Measured at amortized cost

18

4,008,457

 

-

 

-

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

25

86,439

 

-

 

86,439

Total

 

 

23,998,204

 

 

 

 

 

(1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


k. Sensitivity analysis of derivative financial instruments

 

The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments,  the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.

 

For the sensitivity analysis of foreign exchange hedging instruments as of December 31, 2021, management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 10.25 (R$ 8.23 as of December 31, 2020) in the base scenario.

 

Based on the balances of the hedging instruments and hedged items as of December 31, 2021, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais were calculated in each of the scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:

 

12/31/2021

Risk

Scenario Base

Currency swaps receivable in U.S. dollars

 

 

(1) U.S. Dollar / Real swaps

Dollar appreciation

137,304

(2) Debts / firm commitments in dollars


(137,301)

(1)+(2)

Net effect in result

3

Currency swaps payable in U.S. dollars

 

 

(3) Real / U.S. Dollar swaps

Dollar devaluation

49,935,747

(4) Gross margin of Oxiteno/Ipiranga


(49,935,747)

(3)+(4)

Net effect in result

-

Cash Flow Hedge

 

 

(1) Cash Flow Hedge

Dollar devaluation

528,360

(2) Debts


(528,360)

(1)+(2)

Net effect in equity

-

Net Investment hedge in foreign entities

 

 

(1) Net Investment Hedge

Dollar devaluation

252,423

(2) Debts


(252,423)

(1)+(2)

Net effect in equity

-

 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais as of December 31, 2021, the Company used the futures curve of the DI x Pre contract quoted on B3 as of December 31, 2021 for each of the swap and debt (hedged item) maturities, to determine the base scenario.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


Based on the scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the pre-fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:

 

12/31/2021

Risk

Scenario Base

Interest rate swap (Real) – Debentures - CRA

 

 

(1) Fixed rate swap - DI

Decrease in Pre-fixed rate

(20,053,149)

(2) Fixed rate debt


20,053,149

(1)+(2)

Net effect in result

-

35. Commitments (Consolidated)

 

a. Contracts 

 

a.1 Subsidiary Ultracargo Logística has agreements with CODEBA, with the Complexo Industrial Portuário Governador Eraldo Gueiros and with the company Empresa Maranhense de Administração Portuária, in connection with its port facilities in Aratu, Suape and Itaqui, respectively. Such agreements establish a minimum cargo movement of products, 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

1,222,377 m³

2049

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2021, these rates were R$ 8.37 and R$ 2.67 per ton for Aratu and Suape, respectively and R$ 0.85 per m³ for Itaqui. According to contractual conditions and tolerances, on December 31, 2021 there were not material pending issues regarding the minimum purchase limits of the contract.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


b. Insurance coverage


The Company is supported by insurance policies with the objective of covering several risks to which it is exposed.

 

In the insurance policies the maximum compensation values based on the risk analysis of certain locations.

 

The General Liability Insurance program covers the Ultrapar and its subsidiaries with a maximum aggregate coverage of US$ 250 million.

 

The Company maintains liability insurance policies for directors, executive officers and council to indemnify Ultrapar and its subsidiaries in the total amount of US$ 80 million.

 

In addition, group life and personal accident, health and national and international transportation and other insurance policies are also maintained.

 

The coverage and limit of the insurance policies are based on a careful study of risks and losses conducted by independent insurance advisors, being the type and amounts of insurance are considered by management to be sufficient to cover potential losses based that may occur in view of the nature of the activities conducted by the companies.



Ultrapar Participações S.A. and Subsidiaries


Notes to the Parent’s Separate and Consolidated Financial Statements


(In thousands of Brazilian Reais, unless otherwise stated)


c. Area port lease

 

On March 22, 2019, Ultrapar, through its subsidiary IPP, won the port concessions of three areas with minimum storage capacity of 64 thousand m³ (not reviewed) located at the port of Cabedelo, in the state of Paraíba, and one area with minimum storage capacity of 66 thousand m³ (not reviewed) at the port of Vitória, in the state of Espírito Santo, which will be designated for handling, storage and distribution of fuels. These concessions were carried out by two consortiums of which IPP holds one third of the total participation. For the port of Cabedelo, the companies Nordeste Logística I, Nordeste Logística II and Nordeste Logística III were incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A. For the port of Vitória, the company Navegantes was incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A. The total investments regarding IPP’s stake sums up to R$160 million (not reviewed) for a concession term of 25 years.

 

On April 5, 2019, Company, through its subsidiary IPP and Ultracargo Logística, also won three concessions. IPP won two concessions in the port of Miramar, in Belém, state of Pará: (i) area BEL02A, through a consortium 50% owned by IPP, that shall have minimum storage capacity of 41 thousand m³, and (ii) area BEL04, which is currently operated by IPP with minimum storage capacity of 23 thousand m³. Such areas will be operated for at least 15 years, according to the auction notice. For the area BEL02A, Latitude was incorporated, together with Petróleo Sabbá S.A. Ultracargo Logística won the concession of area VDC12 in the port of Vila do Conde, in Barcarena, state of Pará. The minimum storage capacity will be 59 thousand m³. The area will be operated by Ultracargo Logística for at least 25 years, according to the auction notice. For the area VDC12, Tequimar Vila do Conde was incorporated (see Note 4.b). The estimated investments regarding the participation of IPP and Ultracargo Logística sums up to R$ 450 million, approximately, to be disbursed throughout the five years subsequent to the auction, including the auction grants and the minimum investment required for these areas.

 

On April 9, 2021, the Company, through its subsidiary Ultracargo Logística, won the auction for leasing the IQI13 area in the Itaqui port, State of Maranhão, for storage and handling of liquid bulk products, especially fuels. In the leased area, a new terminal will be built with a minimum installed capacity of 79 thousand cubic meters. The lease will have a minimum duration of 20 years according to the auction notice. For this capacity, an investment of approximately R$ 310 million is estimated, including the amount related to the grant, to be disbursed in up to six years after signature of the contract


36. Subsequent events

 

a. Issuance of Extrafarma subscription bonus shares

 

On February 23, 2022, the Companys Board of Directors confirmed the issuance of 43,925 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants (see note 25) issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014. The share capital of the Company will therefore be represented by 1,115,151,608 common shares, all of which are registered and without par value.


 

 

THE COMMITTEE'S DUTIES

 

The Ultrapar Audit and Risk Committee is a permanent statutory advisory body directly linked to the Board of Directors, with operational independence and own budget, and subject to applicable laws and regulations, in particular the Regulation of the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão, the Company's Bylaws and its Internal Regulations.

 

According to the Bylaws, the Committee aims to assist the Board of Directors in overseeing (1) the integrity and quality of the Company's financial statements, (2) the Company's compliance with the legal and regulatory requirements, (3) the qualifications and independence of the independent auditor, (4) the performance of the functions of the Company's internal audit and independent auditors, and (5) the Company's risk management.

 

The Ultrapar Audit and Risks Committee currently has three independent members of the Board of Directors and one being the Committee Coordinator.

 

The Committee provides its opinion on the hiring and dismissal of independent auditors and advises the Board of Directors in the supervision of its activities, qualifications and independence, evaluating and previously approving the provision of services permitted by law that are not related to the audit. KPMG Auditores Independentes is the company currently responsible for the annual audit of the financial statements, their quarterly reviews and the assessment of the structure of internal controls applicable to the preparation of the financial statements in order to comply with the rules of the Brazilian Securities Commission (CVM - Comissão de Valores Imobiliários) and B3 – Brasil, Bolsa, Balcão, in Brazil,  and the SEC - Security Exchange Commission and NYSE - New York Stock Exchange, in the United States of America, including in relation to compliance with the requirements of the Sarbanes-Oxley Act. The Committee is responsible for reviewing, together with the independent auditors, the quality and integrity of the financial statements, and reporting the relevant issues to the Board of Directors.

 

The Committee is responsible for following-up the activities of the Risk, Compliance and Audit Executive Board, evaluating its structure, procedures and effectiveness of the internal audit. The Committee shall review, together with the Board of Directors, its performance and any recommendations for improving the Company's procedures.

 

The Audit and Risk Committee monitors the risk exposures identified by the Company’s Executive Board, under the terms of the Corporate Risk Management Policy, providing opinion in any review of the content and advising the Board of Directors in the definition of the acceptable levels of risks.

 

The Committee shall also ensure that the Company has specific means for receiving and confidentially handling information and complaints about non-compliance with legal provisions, Code of Ethics and other internal regulations applied to its employees and other stakeholders.

 

Every year the Audit and Risk Committee prepare this report to the Board of Directors and to be disclosed by the Company to the market. At each term of office, the Committee self-assesses its performance, and discuss the results and action plans, if necessary.

 

During the last twelve years the Audit and Risk Committee met eight times. During this period, the Committee was granted free access to all the Company's governance bodies, as well as to all its officers, and, whenever necessary, the representatives of KPMG Auditores Independentes were requested to attend their meetings.

 

 

THE COMMITTEE’S ACTIVITIES

 

Independent Auditors

 

  • Discussion and recommendation on the fees of independent auditors, including the recommendation to the Board of Directors about the process of selection of the new audit firm, according to the local regulation.
  • Verification of the qualification and independency of the external auditors.
  • Analysis and approval of the annual planning of the audit works and authorizations of the additional services not conflicting with the audit.
  • Periodical work reviews and meetings with the independent auditors.

 

Financial statements

 

  • Monitoring the environment of internal controls for the preparation of financial statements, together with external and internal audits
  • Analysis of the letter on internal controls issued by KPMG Auditores Independentes with recommendations for improvements and discussion with management about the action plans to address the identified issues
  • Assessment of the adequacy of accounting practices and estimates used in the preparation of the Company's financial statements
  • Analysis and discussion of the tax, civil and labor litigation of the Company and its subsidiaries
  • Presentation and analysis of the financial projections adopted by the Company’s management for identification of any necessary impairment of assets and tax reimbursement.
  • Quarterly reviews of the interim financial statements together with the Company's management and independent auditors
  • Review of the audited annual financial statements, management report and independent auditors' report, with the presence of representatives of the Company and KPMG Auditores Independentes for the presentation and discussion of comments and analyses on the main audit matters and other issues that are relevant for the quality and integrity of said financial statements
  • Report and analysis on the main issues covered by the 20F form submitted to SEC.
  • Presentation of the annual integrated report prepared based on the GRI.

 

Internal Audit

 

  • Assessment and approval of the annual planning of the internal audit.
  • Monitoring of the findings in connection with the internal audit and possible action plans to address the recommendations.
  • Monitoring of internal control tests for SOX certification.

 

Integrated Risk Management

 

  • Analysis of the updates of the Systemic Risk Matrix, periodically prepared by the Company’s business areas.
  • Review of the Corporate Financial Risk Management Policy; Risk Management Policy; Ipiranga Trading Policy and its forwarding to the Board of Directors for approval.
  • Monitoring of the cyber-attack in the Company’s systems and the respective measures adopted by management.

 


Compliance

 

  • Follow-up of the number, distribution and types of complaints received by the Ultra Complaint Channel (Canal Aberto Ultra)
  • Analysis and discussion on the KPIs of internal investigations of complaints and measures taken to address the identified issues
  • Monitoring of the Company’s Ethics and Compliance Program and the training offered to employees and stakeholders.
  • Review and submission of the Code of Ethics and Corporate Anti-corruption Policy to the Board of Directors for approval.
  • Analysis of the Corporate Policy under the General Data Protection Law.

 

Governance

 

  • Preparation of the schedule and agenda of the Committee’s activities.
  • Preparation and approval of the Committee's annual budget
  • Analysis of the changes in the Reference Form and Governance Report submitted to CVM.
  • Preparation and submission of the Audit and Risk Committee Report to the Board of Directors.
  • Self-evaluation of the Audit and Risk Committee by the members.

 

CONCLUSION OF THE REPORT

 

Considering the responsibilities of the Audit and Risks Committee, described in the Company's Bylaws and in the Committee's Internal Regulations, with the natural restrictions of the scope of its performance in the activities that are carried out, the Committee provides its opinion below:

 

  • The information provided by the management and KPMG Auditores Independentes was adequate based on this Committee’s recommendations, and no conflicts were identified between the staffs or loss of independency of the auditors;
  • The coverage and quality of the internal audit work is adequate and was conducted with proper independency;
  • The internal controls, conformity policies and integrated risk management are compliant with the Company’s structure, size and complexity;

 

Based on the work and analyses carried out and the report of KPMG Auditores Independentes, the Audit and Risk Committee recommends to the Board of Directors the submission of the Management Report and the Financial Statements of Ultrapar S.A. for the year ended as of December 31, 2021 to the General Shareholder Meeting for its consideration.

 

 

 

Sao Paulo, February 23, 2022

 

 

Ana Paula Vitali Janes Vescovi

Audit and Risk Committee’s Coordinator

 

José Maurício Pereira Coelho

Jorge Marques de Toledo Camargo

Audit and Risk Committee’s Members.


Graphics

Message from the Management                           

The year of 2021 was one of significant transformations for the Ultra Group.

Ultragaz, Ultracargo and Oxiteno registered record results and profitability in 2021. Ipiranga and Extrafarma, in turn, had lower results in the first semester and, even with an improvement in their operations from the second semester onwards, they didn’t reach the expected levels of profitability. In this sense, we have implemented a series of operational changes and adjustments geared towards recovering Ipiranga's profitable growth trajectory over the course of 2022 and 2023. 

We made significant progress in our portfolio review strategy, with the signing of the sale agreements of Oxiteno and Extrafarma (still pending approval from the Brazilian competition authority), in addition to the conclusion of the sale of our equity interest in ConectCar.

It’s worth mentioning the significant renovation of our management and governance structure carried out in 2021, strengthening the pillars for Ultra Group’s progress and perpetuity. In April, three new members were elected to Ultrapar’s Board of Directors, adding even more experience and skills to the Company. The succession of the executive leadership position of Ultra Group and Ipiranga was also carried out, as well as the establishment and subsequent beginning of the process for the succession plan to the Ultrapar’s Chairman of the Board of Directors, with the conclusion being expected for April 2023. In addition, we also highlight the renewal of the group of managers of Ultra Group and its businesses.

In 2021, despite the challenges imposed by the coronavirus pandemic, we continued to provide quality products and services to the Brazilian society, without any interruption and also keeping in mind our strict commitment to our employees’ health and safety. We continue focused on supporting society efforts to combat the pandemic, by donating hospital supplies, basic food baskets, LPG and hygiene items. Considering both 2020 and 2021, our contributions to support combating the pandemic amounted to R$ 45 million.

At the same time, we consolidated our sustainability strategy, which became an intrinsic part of the Company's strategic plan, strengthening the integrated perspective in the decision-making process, considering financial, social, environmental and corporate governance topics. Another highlight is the establishment of the Ultrapar’s Sustainability and Corporate Affairs executive position, in March 2021.

As to our consolidated financial results, net revenues totaled R$ 119 billion, 46% higher than 2020, as a result of higher revenues in all businesses, except Extrafarma. The Company achieved an EBITDA of R$ 4.1 billion, excluding the effects of Extrafarma’s impairment and capital gain from ConectCar’s sale, and a net income of R$ 884 million in 2021, of which R$ 404 million should be distributed as dividends to shareholders. We also highlight the post-investment operational cash generation, which amounted R$ 1.3 billion and contributed to the reduction of our financial leverage in an annual comparison. In September, we issued an Agribusiness Receivables Certificate (locally known as “CRA”) in the amount of R$ 960 million and cost of 102.75% of the CDI rate (Brazilian interbank deposit), extending our debt profile. As a result, we ended the year with a cash position of R$ 6.7 billion and an average debt duration of 4.6 years.

Ultrapar enters 2022 strengthened to increase long-term value creation for its shareholders and other stakeholders and ready for a new cycle of growth. 

We thank all our employees for their commitment and engagement throughout the year and our other stakeholders for trusting our company.

 

Pedro Wongtschowski

Frederico Fleury Curado

Marcos Marinho Lutz

Chairman of the Board of Directors

Chief Executive Officer

until Dec/21

Chief Executive Officer

from Jan/22



Graphics

2021 MANAGEMENT REPORT

Image1


Company profile


The Ultra Group holds 84 years of history, with its origins going back to 1937, when Ernesto Igel founded Ultragaz, a company which pioneered the use of liquified petroleum gas (LPG) as cooking gas. Since then, Ultrapar has become one of the largest business groups of Brazil, investing in essential utility services, occupying an outstanding position in their respective segments of activity: energy and infrastructure through Ipiranga, Ultragaz, and Ultracargo; specialty chemicals through Oxiteno; and retail pharmacy with Extrafarma.

In 1999, the Ultra Group simultaneously conducted an IPO on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (B3 S.A.). Since 2011, the Company’s shares have been listed on B3’s Novo Mercado segment.

Ultragaz

A pioneer and leader in the Brazilian market for LPG distribution, Ultragaz is a reference in safety, innovation and development of solutions for its customers, working both on bottled and bulk segments.

Ultracargo

The largest Brazilian private company of liquid bulk storage, Ultracargo is present in the main ports of Brazil, with modern terminals to store and handle chemical products, fuels and vegetable oils. In 2021, Ultracargo expanded its geographic position with the initialization of operation of its new terminal located in Vila do Conde, in the state of Pará.

Oxiteno

A leader in the production of surfactants and specialty chemicals, being focused on innovation and sustainability, Oxiteno is present in eight countries and has eleven industrial units (six in Brazil, three in Mexico, one in the USA and one in Uruguay).

Ipiranga

One of the largest Brazilian fuels and lubricants distribution companies, incorporating a network of more than 7 thousand service stations, each one of them increasingly completer and more digitized, in addition to the largest convenience store franchise, the AmPm network with 1.8 thousand stores.

Extrafarma

Retail pharmacy network with leading position in the North and Northeast regions of Brazil, located in ten states with about 400 drugstores and four distribution centers. 

abastece

A digital payments company established in 2020 to leverage the benefits of the Km de Vantagens loyalty program and the abastece aí app. In 2021, abastece aí increased in 2 million its number of digital accounts.

 

2021 MANAGEMENT REPORT

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COVID-19

During the second year of the coronavirus pandemic, Ultra Group once more helped support the Brazilian society. In 2021, approximately R$ 8 million were donated to several initiatives to combat the pandemic and its consequences, totaling about R$ 45 million of contribution in the last two years.

With the pandemic worsening in the beginning of 2021, the Ultra Group and 11 other companies joined forces to donate more than 5 thousand oxygen concentrators to the Ministry of Health – together, the 12 companies invested more than R$ 35 million in this initiative. The Group also donated R$ 1.5 million to Instituto Butantã so that the organization could buy the equipment required for the facility to produce COVID-19 (ButanVac) and influenza vaccines.

Ultragaz distributed more than 2 thousand oxygen cylinders to hospitals in São Paulo and, thanks to its reseller network, the educational and awareness campaign on COVID-19 prevention reached more than 10 million people in 50 Brazilian cities. Ultragaz also donated 8 thousand LPG bottles and more than 2 thousand basic food baskets during the year. Ultracargo donated about 6 thousand basic food baskets to help communities near its operations.

In a partnership with AkzoNobel, Oxiteno supported the public school system in the region of Mauá, state of São Paulo, in an initiative involving the donation of 1 thousand basic food baskets to the families of students facing a situation of social vulnerability, the renovation of more than 14 thousand m² of school premises and the delivery of masks and alcohol gel to protect students and teachers when the on-site classes return.

In a partnership with the Brazilian Institute of Oil and Gas (IBP) and other companies, Ipiranga became part of a movement that donated about 4 million medicines necessary for the intubation of COVID-19 patients to the Ministry of Health. Ipiranga also joined forces with the United Nations International Children’s Emergency Fund (Unicef) and the Gerando Falcões and Aldeias Infantis NGOs to distribute personal protective equipment (PPEs), hygiene items, food vouchers and basic food baskets. In partnership with the municipal health department, the company also helped to provide the COVID-19 vaccine through the Saúde na Estrada program.

Together with the Transforma Brasil project, Extrafarma joined the A Fome Tem Pressa campaign, collecting an amount corresponding to 1.6 thousand basic food baskets thanks to the active participation of its employees – for each R$ 1 donated by an employee, the company donated the same amount, helping families facing a situation of social vulnerability in the regions of Ceará, Pará, and Rio Grande do Norte states. During 2021, about 20 thousand hygiene items and 2 thousand tons of food were collected to support NGOs such as Associação Comunitária Lucas Dantas (ACOLD), Jardim das Borboletas, Hospital Martagão and G10 Favelas.

 

 

 

 

 

 

2021 MANAGEMENT REPORT

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Innovation

The first innovation event of the Ultra Group was held in 2021 to promote innovation culture, with more than 700 participants. The event lasted two days and had the participation of external lectures and startups.

Through the UVC Investments, a corporate venture capital fund created in 2020, the Ultra Group has focused on investing in innovative companies and new technologies that are complementary to the Companies’ businesses. The fund, that has already invested in six startups, has been focused on opportunities in three segments: energy, mobility and digital technologies.

With its own innovation and R&D processes and structures, the businesses of the Group have advanced in their innovation strategies and digital transformation in 2021.

At Ultragaz, innovation and technology have guided the work of the Development of Solutions area, providing the market with an average of five new projects per year. Some of the highlights of 2021 include exclusive solutions to the agribusiness industry, automating the post-harvest activities and leading to more efficiency and cost reduction for customers. One of these solutions was Ultragaz Secagem de Grãos that uses temperature and humidity sensors to control the grains drying process to save energy. There have also been advances in the digital journey. Ultragaz reached 2.2 million downloads in the Ultragaz app and around 1 thousand resellers using the AmigU app, a delivery digitalization program that ensures the orders are sent to the closest dealer and provide customers with real-time delivery tracking. Finally, Ultragaz has made important progress on consolidating digital partnerships with iFood, Recargapay, and Cartão de Todos.

At Ultracargo, the Conecta project, a new managerial and operations systems architecture, has enabled the improvement of the processes and reinforced the level of security of the company’s transactions, with focus on maximizing the use of the assets and the level of service delivered to the customers, besides improving the supply chain performance. The project has already been implemented in the headquarter and in the terminals located in Itaqui (state of Maranhão), Suape (state of Pernambuco) and Vila do Conde (state of Pará) and will be implemented in other terminals in 2022. Furthermore, the implementation of the SOUL (Ultracargo Operations System) project has provided relevant gains in security and productivity, based on a new philosophy of continuous improvement of the processes, optimization of terminals operation and reducing losses. Finally, the company has also begun implementing the Soul+ Program, a program of ideas to encourage employees to propose innovative solutions that can be easily implemented to improve the operations performance.

Considering the whole open innovation ecosystem, which includes startups, companies, consulting firms, universities and institutes of science and technology, Oxiteno signed 33 contracts in 2021 — 8 of them being concept of proofs with startups, and 4 out of these 8 implemented in 2021. Working with co-funded partnerships, Oxiteno has been developing three projects with the Brazilian Company of Industrial Research and Innovation (EMBRAPII) and the Institute of Technological Research (IPT) of São Paulo. Oxiteno also counts with the expertise of more than 20 scholarship researchers from Inova Talentos program from the Euvaldo Lodi Institute (IEL) developed in partnership with the Brazilian Council for the Scientific and Technological Development (CNPq), and from 10 other CNPq scholarships for students on Undergraduate Research Internship, Master’s Degree and Doctorate for Innovation (MAI/DAI). In 2021, 16 patent requests were filed, with 8 of them being granted. Oxiteno also registered 64 new products with sales started in 2021. Oxiteno’s digital innovation laboratory, Xlab, transformed 36 ideas into products or solutions to meet demands from different areas of the company.

Ipiranga created in 2019 an innovation hub named Turbo to foster the interaction between the company and startups and to promote innovation culture. This hub enabled the company to receive two awards: winner on the Retail and Distribution category of the 100 Open Startups 2021 ranking and second position on the award in the Oil and Gas and Petrochemistry category from Valor Inovação award, which positioned Ipiranga among the most innovative companies in Brazil. Another highlight for Ipiranga in 2021 was the Ipiranga-Cebrap Challenge: Mobility and Trends. The challenge was created by Turbo and the Brazilian Center of Analysis and Planning (Cebrap) to encourage the production of scientific knowledge about urban mobility. In September, during the Urban Mobility Week, Turbo also released a webinar series Mobilidade em Transição (Transitioning Mobility) to promote discussions about mobility challenges.

The digital transformation initiatives of Extrafarma also advanced this year. A highlight of this transformation was the creation of the 360 app that helps on the dynamics of displaying the products in the physical drugstores and also on the communication and negotiation with the industry.

2021 MANAGEMENT REPORT

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Sustainability and ESG Performance

Ultra Groups sustainability journey bared significant progress in 2021. The materiality matrix was updated to incorporate the topics of Data privacy and Ethics and integrity into the new topic of Governance and integrity, which encompasses the corporate governance structure. Two topics were also renamed – Relations with the local community was changed to Responsibility with the community, highlighting the focus on the communities surrounding the operations; and Culture of innovation, inclusion and excellence was changed to Inclusive culture and diversity, further highlighting the promotion of diversity and inclusion. The current materiality matrix of the Group is comprised of seven topics:

  • Energy transition
  • Eco-efficient operations
  • Responsibility with the community
  • Value chain
  • Inclusive culture and diversity
  • Health and safety
  • Governance and integrity

With the creation of the Executive Directory of Sustainability in 2021, the company’s sustainability management model was strengthened and now coordinates ESG actions plan. ESG topics were also recurringly discussed during the meetings of the Executive Board, the Risks and Audit Committee and the Board of Directors of the Ultra Group. The company also elevated environmental, social and governance risks to strategic risks, improving the monitoring of such risks in each of its businesses and in the organization. 

The Group has adhered to the United Nations Global Compact, reinforcing the commitment to the Sustainable Development Goals and the principles of the Compact, such as human and labor rights, environmental care, and anticorruption measures, strengthening the actions already undertaken. Ultragaz and Ipiranga have on their own been working with the Global Compact for more than a decade, while Oxiteno started in 2020.

Specific work groups (WGs) for the material topics were created, with about 250 people from the Holding and the businesses, to better understand the impacts and opportunities related to those topics and to develop a sustainable macro strategy for the organization. The WGs will keep working in 2022 and proceed with the follow-up on the action plans developed to achieve the goals.

Management of sustainability in businesses

Each company from the Ultra Group has its own materiality matrix. The topics are aligned to the Group’s priorities and take into consideration the specifics from their industries and the level of maturity of each business in the management of sustainability.

Ultragaz launched the Ultragaz Mais Sustentável ESG journey, a plan grounded over four pillars: human energy, energy for innovation, civic energy and ethical energy. Ultracargo developed and validated its Strategic Sustainability Plan setting its own specific targets and with the aim of strengthening the governance over the sustainability indicators and initiatives. Oxiteno has consolidated the action of the Sustainability Steering Committee, comprised of the senior leadership of the company, that follow the progress of the Strategic Sustainability Plan 2030. Besides updating its materiality matrix, Ipiranga focused on structuring and fostering its actions and the maturity of its own sustainability culture by focusing on engagement and specific skills for the teams. Extrafarma is still working with its Strategic Plan, with its senior leadership comprising a committee to keep track of the initiatives.

ESG ratings and indexes

The Ultra Group is under the assessment of different indexes and ratings that assess and classify organizations according to ESG criteria. Some of these include:

  • MSCI ESG (Morgan Stanley Capital International), which ratings range from leader (AAA, AA), average (A, BBB, BB) to laggard (B, CCC). The Ultra Group’s current rating is A.
  • FTSE4Good, which grants score out of a scale from 0 to 5 for each ESG factor (environmental, social and governance). The Ultra Group reached a score of 3 and is part of two indexes: FTSE4Good Emerging Index and FTSE4Good Emerging Latin America Index.

2021 MANAGEMENT REPORT

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  • ICDPR70 (Brazil Climate Resilience Index – CDP): the Ultra Group is part of the portfolio in force until March 31, 2022. The Group achieved this score thanks to its performance in the CDP (Carbon Disclosure Project) Climate Change 2020 questionnaire, achieving the B score.
  • ICO2 (Efficient Carbon Index) – B3, which Ultra Group has been part of since 2012.
  • IGC (Differentiated Corporate Governance Index) and ITAG (Differentiated Tag Along Index) – B3, which Ultra Group has been part of since 2011.

Environmental performance

Energy transition 

The presence of Ultra Group in the energy and infrastructure sectors, through Ultragaz, Ultracargo and Ipiranga, justifies the relevance of the energy transition as one of the material topics.

Under our view that Brazil will play a crucial part in the transition to a decarbonized economy, the Company signed the Empresários pelo Clima (Entrepreneurs for the Climate) letter in 2021, disclosed by the Brazilian Corporate Council for the Sustainable Development (CEBDS) on the eve of the 26th United Nations Climate Change Conference (COP26).

The businesses have been monitoring its GHG emissions and invested in several reduction initiatives. Every year the Ultra Group answers the CDP’s Disclosure, Insight, Action questionnaire assessing how the companies have managed the climate change topic. In 2021, the Group reached the C score (awareness level).

Ipiranga is involved in pilot initiatives related to electric mobility, keeping itself updated of the main trends of this topic. In a partnership with BMW, Ipiranga has installed electric car charging units in 44 of its service stations, located in 10 states plus the Federal District. In 6 gas stations located at Presidente Dutra highway, Ipiranga has installed fast chargers again in a partnership with BMW and EDP. Besides that, Ipiranga has also signed in 2021 another partnership to install new electric car charging units in the service stations in São Paulo and Rio Grande do Sul states. As part of its Carbono Zero Program, since 2014 Ipiranga has offset 100% of its direct (scope 1) and indirect (scope 2) emissions purchasing carbon credits. The company also offers compensation initiatives to its customers. Along with trading biofuels, Ipiranga’s portfolio presents options with additives that improve the vehicles’ performance, such as DT Clean gasoline and S10 RendMax diesel, which reduce not only the fuel consumption per kilometer, but also the emissions of pollutants.

Ultragaz has worked in the development of solutions to replace the most polluting energy sources for LPG and to allow the most efficient consumption of this input, thus contributing to reduce its customers’ carbon footprint.

Ultracargo prepared an inventory of emissions to obtain more accurate data and cooperate in the development of its climate change strategy. Besides that, the company seeks to identify technologies to reduce its direct emissions. The scope 2 emissions from the acquisition of electric energy were zeroed out in 2021 thanks to the migration to renewables sources, ensured by International REC Standard (I-REC) certificates – global system that ensure the tracking of the renewable energy origin.

Oxiteno defined the projects to be implemented to achieve a 25% reduction in emission intensity by ton of product produced in 2030. Oxiteno also finished its first analysis on the climate-related financial risks and became a member of the Ambição Net Zero program, a UN Global Compact initiative.

2021 MANAGEMENT REPORT

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Eco-efficient operations

The Ultra Group is committed towards the responsible and efficient use of natural resources and correct waste management. In regards to energy, it has implemented several initiatives to optimize the use of electric energy consumption that have a positive impact on the Company’s scope 2 emissions. At Ultracargo, Aratu (state of Bahia), Itaqui (state of Maranhão), Suape (state of Pernambuco) and Santos (state of São Paulo) terminals, which represent more than 90% of the company’s total consumption, are powered by renewable energy contracted from the free market. Ultragaz operations ended 2021 powered only by certified renewable energy, while Ipiranga is obtaining renewable energy certificates for all its units (bases, offices, and pools). In a partnership with the specialized company GDSolar, Ipiranga is also building 14 solar power plants to supply its services stations and franchises. In 2021, Extrafarma opened two solar power plants, one in Marabá (state of Pará) and the other in Cedro (state of Ceará), with an electricity generation equivalent to the energy consumed by 200 of its drugstores. There are two other biogas power plants operating since 2020. 

Some actions have been focused on water efficiency as well. Ultracargo has rainwater harvesting systems in its terminals located in Santos (state of São Paulo), Itaqui (state of Maranhão) and Vila do Conde (state of Pará). For the Itaqui terminal, Ultracargo has been reusing water in the hydrostatic tests of the stage III expansion works and in the construction of the Vila do Conde terminal, saving 133 thousand m³ of water. Oxiteno started in 2021 the implementation of an innovative solution to sanitize trucks transporting the company’s products, in partnership with startups, reducing the volume of water required to the process by 99%. The estimative is that 700 thousand liters of water can be saved per year. Extrafarma has implemented several actions to optimize the use of water, with a 30% reduction of the company’s total consumption in 2021. Since 2020, Ultra Group answers the CDP’s Water Security questionnaire and, in 2021, the Group maintained the B score (management level).

Concerning waste management, Mauá (state of São Paulo) unit was the first of Ultragaz to stop transporting waste to landfills and in 2021 it was certified with the Aterro Zero seal. The company also has been very involved in water consumption reduction initiatives involving its operations, with a 14% reduction of water consumption per LPG ton sold. Oxiteno has been developing a pilot project with a specialized startup to test alternatives for waste resulting from its industrial processes. This initiative has been influenced by a goal of making Oxiteno an Aterro Zero company in terms of industrial waste. The only exception is the operation of Uruguay, as the country has no alternatives for waste management.

Social performance

Responsibility with the community

In 2021, the Ultra Group set forth two priorities to potentialize the impacts of its social actions – education and entrepreneurship. Six priority areas surrounding the operations have been chosen for a diagnostic assessment and the results will set the foundations for the social operations to be undertaken in those areas for the next years. The selected areas were: 

  • Barcarena (state of Pará) – Ultracargo and Ipiranga
  • Aratu-Candeias (state of Bahia) – Ultracargo and Oxiteno
  • São Luís-Itaqui (state of Maranhão) – Ultragaz, Ultracargo and Ipiranga
  • Betim (state of Minas Gerais) – Ultragaz and Ipiranga
  • Santos-Cubatão (state of São Paulo) – Ultragaz, Ultracargo and Ipiranga
  • Canoas (state of Rio Grande do Sul) – Ultragaz and Ipiranga             

Instituto Ultra is being revitalized to support the social performance of the Company, maintaining the businesses self-sufficiency, and impacting the priority areas even more. 

Along defining the main priorities to be focused upon, the Group has maintained and supported social responsibility initiatives. In 2021, more than R$ 13 million have been allocated to several projects, from Company’s own funds and from incentive laws. At the beginning of 2022, Ultragaz, Ultracargo, Oxiteno and Ipiranga donated 8 thousand basic food baskets to the flood victims in the South region of Bahia, while Ipiranga also delivered more than 10 thousand liters of drinking water to the impacted area.

During 2021, Ultragaz participated in three awareness campaigns. The first one was a partnership with the Brazilian Society of Hypertension and it involved using its reseller network to distribute educational materials about hypertension, reaching more than 3 million people. The second one also involved its resellers distributing releases about the Que Corpo É Esse? (What is this Body?) show, produced by the NGO Childhood Brasil, Unicef, and the TV channel Futura. The show is part of the project Crescer sem Violência (To grow without violence) and has impacted more than 10 million people. The third campaign was named O Menino da Máscara Amarela (The Boy in the Yellow Mask) and was aimed to provide COVID-19 prevention awareness. More than 23 million people have been impacted by these educational campaigns during the year. Ultragaz has also taken part in women’s empowerment initiatives: a project in partnership with AFESU (Women’s Association of Social and University Studies) of qualifying young women that are socially vulnerable so they can have better job opportunities; a partnership with Consulado da Mulher (Consul) and Itaú Social to help educate low-income women; a partnership with Rede Mulher Empreendedora to implement a qualification program to promote entrepreneurship; thematic workshops for women at Instituto Alavanca and FIA (Fundação Instituto de Administração); and development of women’s financial emancipation and women’s rights awareness programs in partnership with ASPLANDE. 

2021 MANAGEMENT REPORT

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In a partnership with FAENE (Faculdade de Negócios), Ultracargo offered a free capacity-building course to port logistics operators, promoting employability in the surroundings areas of the newly opened terminal in Vila do Conde, Barcarena (state of Pará). Ultracargo’s partnership with Instituto Ayrton Senna resulted in the implementation of a project at municipal public schools involving helping students from the 6th to the 9th grades of the Elementary Education in São Luís (MA) to develop social and emotional skills. Ultracargo expects to reach more than 10 thousand students in 2022. The company has also been maintaining the support to the Na Mão Certa program to prevent the sexual exploitation of children and adolescents in Brazilian highways, to the newspaper Comunidade em Ação award from the A Tribuna de Santos (SP) that recognizes social projects in the area and to Polo de Cidadania, an initiative from Comitê de Fomento do Polo Industrial de Camaçari (COFIC) to provide free health services to the communities of Camaçari (state of Bahia) and Dias D’Ávila (state of Bahia).

Oxiteno has updated its social operation strategy and released the Conectar volunteer program. The company also joined the UN Global Compact’s Young SDG Innovators Program with a digital transformation project and supporting the ODS Eu Pratico campaign to make the SDGs reach more people. Oxiteno also stood out structuring the Social Innovation and Entrepreneurship Challenge, released at the beginning of 2022, and aims to attract entrepreneurs and startups so they can develop sustainable solutions to address social issues.

Ipiranga promoted the 14th edition of the traveling program Saúde na Estrada (Health in the highways) to provide free health care service to truck drivers and travelers in the Brazilian highways along with people living in neighboring areas of the service stations taking part in the program. In 2021, 107 Ipiranga Rodo Rede service stations from 99 cities located in 19 Brazilian states held 123 events, covering over 28 thousand kilometers and providing over 57 thousand health care appointments. Keeping in mind Ipiranga’s social operational and employee engagement, the company went even further with its volunteer program, donating more than 2 thousand hours of volunteer work. Ipiranga’s actions in themes such as innovation, sustainability, entrepreneurship, and diversity reached students from public schools in the surrounding areas. Ipiranga has maintained its support to the Na Mão Certa program to combat the sexual exploitation of children and adolescents in highways. During the year, the company released awareness campaigns aimed at drivers and with specific actions, impacting more than 100 representatives from contracted shipping companies.

Value chain

To increase its positive impacts in society, Ultra Group seeks to support the financial, social and environmental development of its value chain (suppliers, Ultragaz resellers and Ipiranga resellers and franchisees). Before contracting services or companies, the Risks, Compliance, and Audit department investigates their reputation to ensure they comply with all the legal requirements and the Group’s ethical and integrity principles.

The Group also seeks to engage its business partners to take part in the sustainability journey. Ultragaz has developed two programs: the first one is aimed at critical suppliers, helping them implement best practices in their respective operations, obtaining a participation of 95% in the Carbon Disclosure Project programs (Water Resources and Climate Change); the second program involves developing educational content to help implement the practices related to the topic. Besides that, the Ultragaz’s program of reseller excellence, named Desafio Lapidar, has been introducing ESG best practices to its reseller network. Resellers have also been important allies to the company’s social and environmental impact actions. When the operations started in the Miramar (state of Pará) and Mucuripe (state of Ceará) bases, the surrounding resellers were invited to take part in the Ultragaz Reduz campaign to distribute leaflets promoting the conscious consumption of water and energy, besides the need for reduction of emissions of harmful air pollutants.

Ultracargo started its Compliance and Anticorruption Policy Training with the suppliers acting as external representatives and ensured all its employees have been informed about anticorruption policies and procedures, with 99.7% of them being trained in this specific topic.

As one of the pillars of the 2030 Strategic Sustainability Plan, Oxiteno reworked its supplier relationship program in 2021. In the program, suppliers are ranked based on their EcoVadis assessment performance, which analyzes topics concerning labor practices, human rights, ethics, sustainable acquisitions and environmental and the Supplier Quality Index (IQF) that considers aspects such as quality, service level and delivery. The best assessed suppliers are prioritized by Oxiteno’s supply strategy. The company uses the program to also support its partners in developing initiatives to improve their practices and processes.

Ipiranga has learned a lot with the Jornada do Revendedor (Reseller journey) project, created in 2019 to bring the company and reseller network closer, allowing Ipiranga to continuously improve its relationship stages throughout all levels. The highlights were the creation of the Ipiranga Top program to promote the adoption of best management practices and award the most engaged resellers and the launch of the Fique Ligado Whatsapp communication channel to ensure relevant information can be transmitted as fast as possible to resellers and franchisees. There is also a specific strategy for VIPs (employees from Ipiranga service stations) that includes a series of training and recognition actions. In 2021, more than 40 thousand VIPs from more than 4 thousand service stations received training from Escola de Varejo (Retail school), totaling more than 300 thousand hours of instruction.

2021 MANAGEMENT REPORT

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Inclusive culture and diversity

Ultra Group ended 2021 with 16 thousand employees that have several opportunities to develop themselves and go further in their career in the Company. As one of the material topics, the Group decided to seek more gender and ethnical equality and inclusion in the administration and leadership positions of the Holding and the other businesses. The Company will also focus on strengthening its work environment making it more inclusive in regards to accessibility, respect, and representation.

In 2021, the Holding released its diversity manifesto and performed a diversity and inclusion survey with its employees. For 2022, the Holding expects to create the Diversity Committee that should help further progress on developing this topic.

After structuring the Diversity and Inclusion Committee in 2020, Ultragaz released its Diversity Program with strategic priorities and operational pillars. Along with the constant use of its communication channels to highlighting the importance of this topic, the company also conducted diversity workshops with its leadership. Ultragaz also conducted a diversity and inclusion survey with its employees and 74% of them answered they felt the work environment was safe in terms of diversity and inclusion, while 77% of them believe the company is undertaking actions to increase diversity among the employees. The company also developed a focus group with cis and trans women to discuss initiatives for women and a mentorship program for women in a leadership position from production areas.

In Brazil, Oxiteno structured the affinity groups of its Diversity Program (women, professionals with disabilities, LGBTQIA+ and racial/ethnic). The Diversity Program was also released in the USA and Mexico operations. Another highlight was its adhesion to the UN Global Compact’s Equity is Priority campaign. The company also conducted cultural sensitivity training with the leadership, revitalized its internship programs to promote the hiring of more black employees, women and LGBTQIA+ employees, and has been working with specialized consulting services in strategies to attract more professionals with disabilities.

As part of its Diversity Program, Ipiranga joined the Women’s Empowerment Principles (WEPs), an initiative from both the UN Global Compact and the UN Women, as well as to the Sim à Igualdade Racial (Yes to Racial Equality) seal granted by Instituto Identidades Brasil (Brazil Identities Institute). During both cycles of its internship program in 2021, Ipiranga allocated 50% of its intern positions to applicants self-declared as black and of the approved applicants, 66% of them effectively were black. In terms of gender, Ipiranga ended 2021 with 43% of its Executive Board comprised of women (3 out of 7 members), conducted a career acceleration program with 30 employees (Women Speed), and in addition to this 75% of the new jobs within the trainee program are held by women. Ipiranga also participated in the Diver S/A (for LGBTQIA+ professionals) and Inclui PcD (for professionals with disabilities) job fairs. The company ended the year providing a new benefit to same-sex couples: a 180-day leave to LGBTQIA+ employees of any gender who are taking care of their newborns.

Extrafarma had a Diversity Program in place since 2019, but in 2021 it conducted the first survey of its employees to structure more assertive actions towards diversity. The company also released a diversity track in its distance learning paths, totaling 42 paths, and held engagement and sensitivity events, such as the Women’s Week, the Diversity Week and the Forum for the Black Awareness. 

Number of employees

Number of employees by business
       
  2021 2020 Δ (%)
employees
2021 vs 2020
 
       
Ultragaz 3,387 3,397 0%
Ultracargo 870 926 -6%
Oxiteno 1,871 1,851 1%
Ipiranga¹ 4,008 3,378 19%
Extrafarma 5,713 5,921 -4%
abastece aí 138 68 103%
Holding² 455 405 12%
       
Total 16,442 15,946 3%
¹ Includes 780 AmPm’s employees in 2021 and 296 in 2020 – higher number of company-operated stores
² Includes 323 employees of the Shared Services Center (SSC) in 2021 and 279 in 2020

 

2021 MANAGEMENT REPORT

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Health and safety

The Holding and the businesses have policies, tools, and programs in place to ensure the health and safety of its employees, third-party professionals, and suppliers. Management also seeks to ensure the safety of the processes to avoid negatively impacting the environment and the communities living close to the Company’s operations.

The Group has a Safety Committee to amplify good practices and follow indicators from all the businesses.

In 2021, Ultra Group continued upholding all the measures required to protect employees’ health during the pandemic and monitored all those who tested positive for COVID-19 until they were recovered. The Company also monitored how many employees were getting vaccinated, which is an important data to resume on-site working of the teams that have been working from home. By the end of 2021, the Group had 79% of its employees fully vaccinated.

The Company also invested in mental health support programs for its employees. The Holding, for example, announced the Ultra Bem-Estar (Well-being) project, in which employees receive a daily online questionnaire and based on the answers, the health team contacts employees to better understand what is going on and, if necessary, the health team then makes the link between the employee and a specialized treatment with psychologists and psychiatrists. Oxiteno also prepared a campaign to raise mental health awareness among the teams. Ipiranga started a partnership with a wellness platform, providing online specialized professional consultation, content and podcasts that contribute to emotional health.  

Related to safety, Ultragaz prioritized actions to consolidate its safety culture. These actions involved individual interviews, discussion groups and field trips to some operational units to help the company understand the diagnosis on the safety topic. The company also consolidated the Valoriza Program, which covers integrative health topics with its employees. Ultracargo also assessed its employees to have a diagnosis of the company’s safety maturity level. The company implemented the Human Factor-Based Accident Analysis Committee to understand and identify the causes of deviations and accidents as well as the development of the maturity stages in occupational and process safety. The diagnosis led to the development of the Strategic Plan for the Safety Culture Transformation. Some of Oxiteno’s actions involved the senior leadership undertaking capacity building and adhering to the Center for Chemical Process Safety (CCPS) for the American Institute of Chemical Engineers (AIChE), a world reference in process safety.

Ipiranga also assessed its safety culture diagnosis in 2021. The process considered the perceptions of employees, including leaderships and administrative and operational employees. Visits were made to the company’s operational units, AmPm’s distribution centers and AmPm and JetOil stores. The results led to the development of a safety evolution plan, a set of actions to further consolidate the safety culture in all the company’s areas. Another noteworthy point in 2021 was the creation of Reporta Aí, a tool to report only safety-related deviations, whether they concern physical conditions, procedures, or behavior.

Governance and integrity

Ultra Group is recognized for its integrity and for adhering to the best practices of governance. As one of its material topics, the Company is continuously seeking to evolve its practices and positively influence its peers, business partners and other stakeholders.

In the current composition of the Board of Directors, the highest governance body, 60% of the members are independent and 20% of them are women. At the end of 2021, the Company was granted the Women on Board (WOB) certification from an independent initiative supported by UN Women to companies that had at least two women on the Board of Directors.

In 2021, a leadership succession plan was announced for Ultrapar’s Board of Directors, that will be effective as of April 2023. As part of this process, Marcos Lutz will be the CEO of Ultra Group from January 2022 until April 2023, when he will return to the Board. Frederico Curado, Ultra Group’s CEO until the end of 2021, assumed as Vice-Chairman of the Board of Directors in January 2022, a position previously held by Lucio de Castro Andrade Filho, which retired after 45 years working for the Company.

Besides that, Leonardo Linden, formerly Ipiranga’s Commercial Vice-President, was appointed as CEO of the company in September 2021. Marcelo Araújo, who held the CEO position of Ipiranga at that time, assumed as Chief Corporate Development and Advocacy Officer of Ultrapar, a position that was created to oversee the Sustainability, Institutional Relations, Legal and Risks areas.

During the year the Board of Directors updated the Code of Ethics, the Anticorruption and Relationships with Public Officials Corporate Policy, the Related Party Transactions and Conflict of Interests Corporate Policy, the Material Notice Disclosure Policy and the Securities Trading Policy.

2021 MANAGEMENT REPORT

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Concerning the Compliance and Ethics Program, an action plan was developed to improve points identified in the previous compliance culture diagnosis carried out in 2020 and that set the Ultra Group as having an Initial Proactive profile according to the most advanced profile of the Hearts & Minds matrix. Among notable actions was that of increasing the team’s understanding of how the ethical guidelines apply to daily work and to capacitate the team in building and engaging with critical suppliers. These suppliers are now also joining Ipiranga and Ultragaz’s resellers, which always participated in the Group’s ethics and compliance capacity training. In 2021, the resellers were instructed about the new updated Related Party Transactions and Conflict of Interests Corporate Policy. The employees of the Holding and of the businesses were also instructed about this new document.

The Compliance and Ethics Program exists since 2015 and is managed by the Risks, Compliance and Audit department with the support of the compliance management from the businesses. Related to ethics, the department directly reports to the Conduct Committee, which advises the Board of Directors and is presided by an independent member. All the Compliance and Ethics Program’s initiatives are overseen by the Conduct Committee. Concerning risks and audit topics, the department directly reports to the Risks and Audit Committee, also related to the Board of Directors. The department also answers to the Group’s Fiscal Council.

Concerning information security and data privacy for employees, clients, consumers, suppliers, business partners and other groups, Ultra Group follows the guidelines of the Personal Data Protection and Privacy Corporate Policy approved in 2020 and the Information Security Policy updated in 2021. Throughout 2021, the Holding and the businesses made efforts to ensure compliance with the General Data Protection Law (LGPD). The Privacy Program and the Personal Data Protection Committee, answering to the Executive Board of Ultra Group, were structured; the businesses’ Privacy Offices were implemented; and the Data Protection Officers (DPOs), in charge of data governance, were appointed. Internal processes were also updated, and the employees received sensitivity training as well as took part in sensitivity campaigns.

The whole existing structure helped minimize the impacts of the cyberattack that occurred in January 2021. As soon as the attack was noticed, the Group suspended its information technology systems, which were restarted a few days after the incident with additional security layers. Later, other measures were adopted to improve even more the security level in the Company’s information technology environment.

Risk Management, Compliance and Auditing

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The Ultra Group has an organized governance structure for the risks, compliance and auditing themes, covering all its businesses.

The Risks, Compliance and Audit department have different reporting levels in the organization according to each of its competencies. The department is linked administratively to the Ultra Group’s Chief Corporate Development and Advocacy Officer, being responsible for the integrated management of risks, maintenance of the Ethics and Compliance Program and for the internal audit. The department reports to the Audit and Risks Committee of the Board of Directors in the management of the corporate risks, in the consolidation of information and controls and in the conducting of the general internal audit process.

The Statutory Audit and Risks Committee, constituted in 2019, was set up to advise the Board of Directors on the supervision of: (i) the integrity and quality of the Company’s financial statements, (ii) the compliance of the Company with legal and regulatory requirements, (iii) the qualification and independence of the independent auditor, (iv) the performance of the Company’s internal auditing functions (represented by the Risks, Compliance and Audit department) and of the independent auditors, and (v) the risk management. The composition of the Statutory Audit and Risks Committee is of three members who are also independent members of the Company.

2021 MANAGEMENT REPORT

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Since 2004, Ultra Group has established a Conduct Committee with the purpose of promoting respect, compliance and improvement of ethical principles as well as monitoring the compliance to the Company’s Code of Ethics. Among its various duties, the highlights are: (i) managing the enforcement of the Code of Ethics, its guidelines and related policies; (ii) overseeing the enforcement and effectiveness of the principles provided by the Code of Ethics; (iii) reviewing and approving the Compliance and Ethics Program and overseeing its enforcement to ensure it is being complied with; (iv) recommending proper disciplinary, administrative or legal measures for the topics the Committee deals with and that shall be adopted by the Ultra Group’s bodies as well as resolve on whether it is necessary to discuss the issue with the Risks and Audit Committee or the Board of Directors of the Company to enforce any additional measures required. The Conduct Committee has an external and independent president, and its vice-president comes from the Board of Directors.

 

Integrated Risk Management

Ultra Group’s risk management structure combines the corporate coordination to a direct interface with each one of the businesses, ensuring that this process is comprehensive and takes into consideration specific sectorial characteristics.

The Systemic Risks Assessment comprises themes which cover the leading threats to the operations of the businesses and are grouped into five families with an interdependent look and dynamic evaluations. In 2021, Ultra Group reviewed and approved the Risk Management Corporate Policy in the Board of Directors, reinforcing its corporate governance.

The discussions take place on a structured and independent basis at each business and in the Holding, covering risks themes both internal and external, evaluating scenarios quantified in terms of impact and vulnerability, and generating mitigating action plans.

Internal and External Audits

Linked to the Risks, Compliance and Audit department, the Internal Audit unit is responsible for monitoring the procedures and controls of all businesses, identifying opportunities for improvement on the risks management that contribute to the updating of the risks map and the Ethics and Compliance Program. The unit also executes internal operational and financial audits, according to the plan approved annually by the Risks and Audit Committee and performs effectiveness tests of internal controls as part of the process of Sarbanes-Oxley (SOX) certification, a requirement for the financial statements published in the United States market.

The External Audit is responsible for auditing the financial statements of the Company, which consider the understanding of the internal controls that are relevant to the preparing process of the financial statements and carrying out the necessary procedures to issue the independent auditors' report on the individual and consolidated financial statements.

Compliance

Ultra Group holds a Compliance and Ethics Program guided by the Code of Ethics, with guidelines approved by the Board of Directors and it is overseen by the Conduct Committee. The program provides annual topics for communication and training, such as combatting of corruption, good anti-trust practices, conflicts of interest, measures against harassment and discrimination, among others, always with the purpose of improving the Company’s integrity culture. In 2021, the program’s consolidated results were published to be accessed by all Ultra Group’s employees, and the Code of Ethics and the Anticorruption Corporate Policy were reviewed to reinforce the Company’s commitment to maintaining the credibility and good reputation of all its businesses.

The Ethics and Compliance Program also determines that a whistleblowing channel should be made available to all stakeholders to receive complaints, anonymity and non-retaliation being guaranteed to complainants. Managed by an independent outside company, Ultra’s Open Channel can be used by employees and outside stakeholders, receiving in Brazil and from abroad requests for orientation on guidelines relating to ethics and integrity and notifications on eventual deviations from the Code of Ethics and corporate policies. The reports are sent to the Risks, Compliance, and Audit department, responsible for handling complaints with the support of the Conduct Committee. In 2021, the channel received 790 reports, which shows that the ethical and integrity awareness actions has maintained the trust of the channel. 

2021 MANAGEMENT REPORT

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Capital markets

Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 159 million/day in 2021 (-12%). Ultrapar’s shares ended 2021 quoted at R$ 14.54 on B3, a depreciation of 39% in the year, while the Ibovespa stock index fell by 12%. In NYSE, Ultrapar’s shares decreased 42% in the year, while the Dow Jones stock index appreciated 19%. Ultrapar ended 2021 with a market cap of R$ 16 billion.

In February and August 2021, Ultrapar’s Board of Directors approved the issuance of 70,939 and 31,032 common shares, respectively, with the same rights attributed to the remaining shares of the Company already issued, due to the partial exercise of the subscription warrants issued by Ultrapar to the former Extrafarma shareholders. As a consequence of these issuances, Ultrapar’s capital stock is represented by 1,115,107,683 common shares, all of them nominative and with no par value.

 

Performance of UGPA3 x Ibovespa – 2021 (Dec 30, 2020 = 100)

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Dividends


Dividend history
     
Fiscal year Total amount
(R$ million)
Dividend
per share (R$)
     
2021 404 0.37
2020 480 0.44
2019 479 0.44
2018 685 0.63
2017 951 0.88


In 2021, Ultrapar declared dividends of R$ 404 million, a payout of 46% on the net income for the year, equivalent to 50% of the net income attributed to shareholders of Ultrapar after 5% of legal reserve, and a dividend yield of 2.1% on the average price of Ultrapar’s shares.

  

2021 MANAGEMENT REPORT

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ANALYSIS OF FINANCIAL PERFORMANCE IN 2021


Economic-operational environment


Macroeconomic indicators
  2021 2020 Δ (%)
2021 v 2020
GDP* 4.5% -3.9% 8.4pp
Inflation in the period 10.1% 4.5% 5.5pp
Accumulated Selic rate 4.4% 2.8% 1.7pp
Average exchange rate (R$/US$) 5.40 5.16 5%
Brent crude oil (US$/barrel) 70 42 67%
* Focus projection from 02/18/22 for 2021


The beginning of 2021 was marked by optimism with COVID-19 vaccination spreading around the world and with good expectations in regards to the vaccination campaign in Brazil. However, with the worsening of the pandemic in the first months of the year and growing concerns about the fiscal and inflationary situation in Brazil, the macroeconomic environment deteriorated, leading the country to implement a contractionary monetary policy, with consecutive increases in the basic interest rate.

The uncertainties in the economic scenario resulting from the pandemic and the increase in interest rates led to the depreciation of the BOVESPA stock index of 12% in 2021, while the Dow Jones stock index appreciated 19% in the same period. The average US Dollar rate was R$ 5.40/US$, a depreciation of 5% compared to the average US Dollar rate of R$ 5.16/US$ in 2020.

The proximity of the upcoming presidential elections and the uncertainties and instabilities both in the country and abroad influence the economic scenario projected for 2022. Current market projections estimate economic stagnation in 2022, with inflation above target at 5.6% and interest rates at higher levels of 12.3%, according to the Focus projection of February 18, 2022.

In 2021 fuels distribution market (Otto cycle and diesel) presented a 5% growth in the sales volume compared to 2020. The Otto cycle volume was favored by less social distance measures and restrictions on personal mobility in comparison to 2020, despite consecutive rises in oil prices in 2021, while diesel volumes also followed the economy gradually recover.

In the LPG market, the ANP sales of the bottled segment decreased 3% compared to 2020, mainly due to higher demand for bottled LPG in 2020, because of greater social distancing. On the other hand, the bulk segment increased 7%, due to higher sales to industries, commercial and services segments, which were more impacted by the pandemic in 2020. 

In 2021, the reference prices for ethylene and MEG, which are the main chemical commodities that influence Oxiteno’s performance, registered an increase of 43% and 39%, respectively, and the palm kernel oil prices increased 74%, due to tighter supplies of the product. Oxiteno’s results were also benefited from the depreciation of Real in comparison to US Dollar as the products follow the international pricing references.

The liquid bulk storage sector has been growing in Brazil but was impacted by weaker import volumes of oil derivatives and ethanol, partially offset by significant increases of import volumes of chemicals and corrosive products.

In pharmaceutical retailing, gross revenue of the network associated with Abrafarma (Brazilian Drugstore and Pharmacy Networks Association) was R$ 68 billion in 2021 compared to R$ 58 billion in 2020 (+16%), with a net addition of 557 drugstores in Brazil.

2021 MANAGEMENT REPORT

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Considerations on the financial and operational information

Ultra Group is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process.

In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively, with the prospect of closing the transactions throughout 2022. Thus, despite not having fulfilled all the conditions precedent for its completion, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continued and discontinued operations unless otherwise indicated.

The financial information presented in this document was prepared in accordance with the IFRS (International Financial Reporting Standards). 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. 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.

The financial information presented in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding. 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; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance to Instruction No. 527, issued by the Brazilian Securities and Exchange Commission – CVM on October 04, 2012.

Ultragaz

The volume sold by Ultragaz fell by 1% in 2021, mainly because of the 4% decrease of sales in the bottled segment due to lower demand growth for LPG bottles, reflecting stronger social isolation in 2020. In the bulk segment, volumes increased 5%, with higher sales to industries, commercial and services segments, which were more affected by the pandemic in 2020.

Net revenues rose 32% in 2021, because of LPG costs increases. The cost of goods sold, in turn, increased 37%, due to the increases of LPG and fuels costs in addition to the effects of inflation on production materials.

Sales, general and administrative expenses increased 7% in the year, due to higher expenses with personnel, freight, and commercial rebates, partially offset by lower expenses with consultancies and initiatives to reduce expenses in several lines.

Ultragaz’s EBITDA amounted to R$ 729 million in 2021, a similar level compared to the previous year, mainly due to initiatives for reducing expenses, despite strong inflation throughout the year and lower sales volume.

Ultracargo

Ultracargo’s average installed capacity increased 5% in 2021, due to the expanded tankage capacity at Itaqui and Vila do Conde terminals in the last twelve months. The cubic meter sold increased 2%, because of greater fuel handling in Itaqui, due to the expansions of tankage capacity, partially offset by lower fuel handling in Santos, resulting from lower imports.

Net revenues rose 11% in 2021, due to contractual readjustments, greater handling and better mix of products and terminals. The cost of services provided rose 6%, mainly due to the higher depreciation, resulting from expanded tankage capacity, and leasing readjustments.

Sales, general and administrative expenses increased 5% in the year, due to higher personnel expenses (mainly variable compensation, in line with the progression of results) and information technology and engineering to support expansion projects, productivity gains and digital transformation.

Ultracargo registered a record EBITDA level of R$ 396 million in 2021 (+17%). Excluding the effect of the extraordinary PIS/Cofins tax credits of R$ 12 million in 2020, recurring EBITDA growth in the annual comparison was 22%, as a result of expansions in capacity with profitability gains, contractual readjustments and productivity gains.

2021 MANAGEMENT REPORT

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Oxiteno

Oxiteno’s sales volume increased 3% in 2021, with a growth of 8% in specialty chemicals, driven by higher sales mainly to crop solutions and coatings segments, in addition to higher sales in the United States (plant ramp-up). The volume of commodities decreased 17% compared to 2020, due to the prioritization of specialties in the product mix and lower market demand.

Net revenues at Oxiteno increased 36%, because of higher sales volumes and the increase of 25% in average prices in US Dollars, reflecting higher raw material costs and mix product with lower share of commodities.

The cost of goods sold rose 32% in 2021, due to the increase in sales volume and in raw material costs, in addition to the increase in personnel costs (mainly variable compensation, in line with the progression of results) and in maintenance, partially offset by the effect of the Zero Cost Collar in 2020 (margin hedge, discontinued as from 2021).

Sales, general and administrative expenses recorded an increase of 18% in 2021, as a result of higher freight and storage expenses, due to higher sales volumes and higher unit costs, in addition to the increase in personnel expenses (variable compensation) and the effect of exchange variation on expenses at the international units.

The other operations results line recorded a negative variation of R$ 131 million, due to the constitution of extraordinary tax credits related to the exclusion of ICMS from the PIS/Cofins tax base in the amount of R$ 156 million in 2020, partially offset by the receipt of insurance reimbursement for business interruption losses from an incident at Oleoquímica, in Camaçari, in 2017.

Oxiteno registered a record EBITDA of R$ 1,104 million in 2021 (+41%). Excluding the effect of R$ 156 million in extraordinary PIS/Cofins tax credits mentioned above in 2020, the recurring EBITDA growth in the annual comparison was 75%, explained by higher sales volume and improvement in margins, in addition to the effect of the Zero Cost Collar in 2020 (margin hedge, discontinued as from 2021), attenuated by higher costs and expenses.

Ipiranga

Sales volume at Ipiranga increased 5% in 2021, due to the greater effects of the pandemic on fuel consumption in Brazil in 2020, with a growth of 3% in Otto cycle and 6% in diesel.

Net revenues at Ipiranga increased 50%, because of the increase in the average costs of products derived from oil and ethanol, in addition to higher sales volume. The cost of goods sold increased by 51%, for the same reasons that affected the net revenues.

Sales, general and administrative expenses rose 31%, mainly due to higher provisions for contingencies, higher expenses on AmPm’s company-operated stores, Iconic (higher sales volume and commercial rebates) and freight (higher sales volume and increase in unit cost), in addition to the expense saving in several fronts in 2020.

The other operating results line recorded a positive variation of R$ 32 million in 2021, because of higher constitution of extraordinary PIS/Cofins tax credits and higher merchandising revenues from suppliers, partially offset by higher costs relative to Renovabio’s targets.

The disposal of property line recorded a positive result of R$ 184 million in 2021, an increase of R$ 104 million compared to 2022, because of the capital gain recorded by ConectCar’s sale in the amount of R$ 76 million and higher sales of real estate assets, aligned with a more active management process for disposing of Ipiranga’s points of sale.

Ipiranga’s EBITDA amounted to R$ 2,087 million in 2021 (+22%). Excluding the effect of the capital gain from ConectCar’s sale, the growth of recurring EBITDA was 17%, due to higher sales volume, improvement on margins, higher results in the other operating results line and higher results from the disposal of property, attenuated by higher expenses. 

2021 MANAGEMENT REPORT

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Extrafarma

Extrafarma closed 6 drugstores in 2021 and ended the year with 399 pharmacies, a reduction of 1% in its network. At the end of the year, maturing stores (with up to three years of operation) represented 12% of the network, as a result of greater selectivity in expansion and a more rigorous approach to underperforming stores.

Gross revenues at Extrafarma remained stable, due to the higher result of promotional initiatives, higher same store sales excluding mobile phone sales (SSS), and annual readjustment in the price of medicines. These effects were offset by the lower number of stores, the effects from the cyberattack occurred in January 2021 and the strong comparison basis in mobile phone sales in 2020.

The cost of goods sold decreased 1% in 2021 and gross profit reached R$ 603 million (+2%), equivalent to a gross margin of 29%, 0.8 p.p. higher than 2020.

Sales, general and administrative expenses increased 4%, because of the inflationary impacts on personnel and the contingency of expenses carried out in 2020, partially offset by productivity gains and logistics improvement.

In 2021, impairments of assets were recorded in the amount of R$ 428 million, with no cash effect, because of the sale agreement of Extrafarma to Pague Menos.

Extrafarma reported a negative EBITDA of R$ 353 million in 2021. Excluding the impairment effect, recurring EBITDA was R$ 74 million, a 12% reduction in the annual comparison, mainly because of inflation on expenses.

2021 MANAGEMENT REPORT

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Ultrapar 

 

Income statement
R$ million  2021 2020 Δ (%)
2021 v 2020
Net revenues 1,18,799 81,241 46%
(-) Cost of goods sold and services provided (111,729) (75,628) 48%
(=) Gross profit 7,069 5,613 26%
(-) Selling, marketing, general and administrative expenses (5,062) (4,098) 24%
(-) Other operating results 123 221 -44%
(-) Gain on disposal of property, plant and equipment and intangibles 183 76 141%
(-) Impairment (428) - n/a
(=) Operating income 1,886 1,812 4%
(-) Financial result (910) (269) 238%
(-) Share of profit of subsidiaries, joint ventures and associates (18) (44) -60%
(=) Income before income and social contribution taxes 959 1,499 -36%
(-) Income and social contribution taxes (75) (571) -87%
(=) Net income 884 928 -5%
(+) Income and social contribution taxes 75 571 -87%
(+) Financial result 910 269 238%
(+) Depreciation and amortization 1,377 1,267 9%
(=) CVM EBITDA 3,246 3,036 7%
(+) Cash flow hedge from bonds 176 154 15%
(+) Amortization of contractual assets with customers – exclusive rights (Ipiranga and Ultragaz) 283 289 -2%
(=) Adjusted EBITDA 3,704 3,479 6%
(=) Recurring Adjusted EBITDA* 4,055 3,311 22%
Excludes non-recurring effects:
  • 2020: extraordinary PIS/Cofins tax credits of R$ 156 million at Oxiteno and R$ 12 million at Ultracargo
  • 2021: impairment of R$ 428 million at Extrafarma and capital gain from ConectCar’s sale of R$ 76 million at Ipiranga


Ultrapar recorded net revenues of R$ 119 billion in 2021, an increase of 46% compared to 2020, due to higher revenues of all businesses, except Extrafarma, with highlight to Ipiranga. The cost of goods sold and services provided at Ultrapar was R$ 112 billion in 2021, an increase of 48% compared to 2020, also due to higher costs in all businesses, except Extrafarma.


Ultrapar recorded a gross profit of R$ 7.1 billion in 2021, an increase of 26% in the annual comparison, due to the increase in aggregate profit in all businesses, especially Ipiranga, which was the business most affected by the pandemic in 2020.

Ultrapar’s selling, marketing, general and administrative expenses increased 24%, due to inflationary effects and to the contingency of expenses on several fronts throughout 2020, in addition to other specific effects across all businesses in 2021.

The other operating results line decreased 44% compared to 2020, mainly due to the lower constitution of extraordinary tax credits at Oxiteno and the greater appropriation of costs relative to Renovabio’s targets at Ipiranga, partially offset by (i) higher constitution of extraordinary tax credits and higher merchandising revenues from suppliers at Ipiranga and (ii) receipt of insurance reimbursement for business interruption losses from an incident at Oleoquímica (occurred in 2017) at Oxiteno in 2021.

2021 MANAGEMENT REPORT

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The disposal of property line increased 141% compared to 2020, due to the higher results from sales of real estate assets and the capital gain from ConectCar’s sale, both at Ipiranga.

In 2021, an effect of R$ 428 million was recorded in the line of impairment, because of the impairment of Extrafarma’s assets arising from the sale agreement of Extrafarma to Pague Menos.

Ultrapar’s recurring Adjusted EBITDA reached R$ 4.1 billion in 2021, an increase of 22% compared to 2020, mainly due to the increase in the EBITDAs at Oxiteno, Ipiranga and Ultracargo, partially offset by higher Holding expenses and lower EBITDA at Extrafarma. Ultragaz’s EBITDA remained stable.

The total costs and expenses with depreciation and amortization¹ in 2021 amounted to R$ 1.7 billion, an increase of 7% compared to 2020, due to the investments over the period.

¹ Includes amortization of assets of contracts with clients – exclusive rights

Ultrapar posted an operating income of R$ 1.9 billion in 2021, a result 4% higher than 2020.

Ultrapar’s financial result reported a net financial expense² of R$ 910 million in 2021, compared to a net financial expense of R$ 269 million in 2020, mainly due to the negative temporary effect of mark-to-market of hedges and higher debt cost, because of higher interest rates.

² Does not include the result of the cash flow hedge from bonds

Ultrapar’s net income reached R$ 884 million in 2021, a reduction of 5% compared to 2020, due to higher net financial expenses and higher depreciation, attenuated by higher EBITDA in the period and lower taxes.

Results from the Holding, affiliates and abastece

In addition to the results of the five main businesses, Ultrapar recorded a negative result of R$ 258 million in 2021, composed of (i) R$ 162 million of negative EBITDA with the Holding, as a result of higher expenses with M&A projects and personnel, (ii) R$ 80 million of negative EBITDA with abastece aí, due to expenses with personnel, technology and marketing development and expansion of the app and the loyalty program and (iii) R$ 16 million of negative EBITDA with affiliates, mainly due to ConectCar, which no longer compose Ultrapar’s results as from 4Q21.

 

Indebtedness

Ultrapar ended 2021 with a net financial debt of R$ 9.9 billion, composed of gross indebtedness of R$ 16.6 billion and cash position of R$ 6.7 billion. Considering the leasing payable (IFRS 16) of R$ 1.8 billion, the total net debt was R$ 11.7 billion (2.9x LTM Adjusted EBITDA³) compared to R$ 10.5 billion on December 31, 2020 (3.0x LTM Adjusted EBITDA).

³ Does not include the impairment of R$ 428 million at Extrafarma and capital gain from ConectCar’s sale of R$ 76 million

2021 MANAGEMENT REPORT

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Investments

Organic investments by business – R$ million

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In 2021, Ultrapar’s investments, net of divestments and receivables, totaled R$ 1.9 billion, a 27% higher than the amount invested in 2020, mainly due to lower investments in 2020 as a cash contingency measure, due to the uncertainties imposed by the pandemic and lower markets growth. 

Ultragaz invested R$ 354 million in 2021, mainly allocated to equipment installed in new customers in the bulk segment, to the new plants in Belém (state of Pará) and Fortaleza (state of Ceará), to the acquisition and replacement of bottles, in addition to security and information technology projects.

Ultracargo recorded investments of R$ 358 million in 2021, mainly for the construction of the new terminal in Vila do Conde (state of Pará), for the expansion of the Itaqui terminal (Phase III) and projects for efficiency gains, maintenance and operational safety of the terminals.

Oxiteno invested R$ 287 million in 2021, mainly directed to the maintenance and safety of production units.

Ipiranga invested R$ 807 million in 2021, allocated to the expansion and maintenance of Ipiranga’s service stations franchise network, besides logistics infrastructure. Out of the total investments, R$ 418 million refers to fixed and intangible assets and R$ 420 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 32 million installments from sale of real estate assets, net of financings offered to customers.

Extrafarma invested R$ 36 million in 2021, mainly for information technology projects and maintenance and improvements in stores.

Relations with the Independent Auditors

The Company has a policy for hiring the services to be rendered by independent auditors guaranteeing that there is no conflict of interests, loss of independence or objectivity in the auditing services of the financial statements to be provided by the independent auditors.

Pursuant to CVM Instruction 381/03, we inform that during the fiscal year of 2021, we contracted from our independent auditors different works from that co-related to the auditing of the financial statements, representing 6% of the global remuneration in fees for the external audit services. Services rendered relate to the revision of the Tax Accounting Bookkeeping and Digital Accounting Bookkeeping audit for the emission of a comfort letter in connection with the offer of securities and reviewing of tax credits totaling R$ 551 thousand. The period for providing these services was less than one year.

Our independent auditors declare to the Management of the Company that the services rendered did not affect the independence and objectivity necessary to perform the external audit services of the financial statements.

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São Paulo, February 23, 2022Ultrapar Participações S.A. (“Company”, “Ultra Group” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and infrastructure through Ipiranga, Ultragaz and Ultracargo, specialty chemicals through Oxiteno and retail pharmacy with Extrafarma, today announces its results for the fourth quarter of 2021.


Net revenues

EBITDA

Net income

R$ 34

billion

R$ 1,187
million

R$ 390

million




Investments

Cash flow from operations 2021

Market cap

R$ 716
million

R$ 2.6
billion

R$ 16

billion

Highlights

 

  • As per the previously announced succession plan for the position of Ultrapar’s Chairman of the Board of Directors, Marcos Lutz assumed the position of Chief Executive Officer of Ultrapar in January 2022, succeeding Frederico Curado, now Vice-Chairman of the Board of Directors, after Lucio de Castro Andrade Filho retired at the end of 2021. As part of the plan, Marcos Lutz should succeed Pedro Wongtschowski as Chairman of the Board of Directors as from April 2023.
  • Resilience of Ultrapar's portfolio, with record results registered at Ultracargo, Ultragaz and Oxiteno in 2021, in addition to advances in the process of recovering the results of Ipiranga and Extrafarma throughout the year, despite the challenging operational and macroeconomic environment.
  • Approval of an additional distribution of R$ 186 million in dividends, equivalent to R$ 0.17 per share, totaling R$ 404 million in dividends for 2021, equivalent to R$ 0.37 per share.
  • Start-up of operations in the new Ultracargo terminal located in Vila do Conde (state of Pará), three months ahead of schedule and with lower investments than initially planned, enhancing Ultracargo's competitiveness in the Brazilian Northern region.
  • Ultra Group's adhesion to the UN Global Compact, reinforcing the Company's commitment to the Sustainable Development Goals and principles of the Compact.

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4th QUARTER OF 2021

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Message from the Management

The year of 2021 was one of significant transformations for the Ultra Group.

Ultragaz, Ultracargo and Oxiteno registered record results and profitability in 2021. Ipiranga and Extrafarma, in turn, had lower results in the first semester and, even with an improvement in their operations during the second semester, they didn’t reach desired levels of profitability. In this sense, we have implemented a series of operational changes and adjustments geared towards recovering Ipiranga's trajectory of profitable growth over the course of 2022 and 2023.

We made significant progress in our portfolio review strategy, with the signing of the sale agreements of Oxiteno and Extrafarma (still pending approval from the Brazilian competition authority), in addition to the conclusion of the sale of our equity interest in ConectCar.

It’s worth mentioning the significant renovation of our management and governance structure carried out in 2021, strengthening the pillars for Ultra Group’s progress and perpetuity. In April, three new members were elected to Ultrapar’s Board of Directors, adding even more experience and skills to the Company. The succession of the executive leadership position of Ultra Group and Ipiranga was also carried out, as well as the establishment and subsequent beginning of the process for the succession plan to the Ultrapar’s Chairman of the Board of Directors, with the conclusion being expected for April 2023. In addition, we also highlight the renewal of the group of managers of Ultra Group and its businesses.

In 2021, despite the challenges imposed by the coronavirus pandemic, we continued to provide quality products and services to the Brazilian society, without any interruption while also upholding our strict commitment to our employees’ health and safety. We continue focused on supporting social efforts to combat the pandemic, by donating hospital supplies, basic food baskets, LPG and hygiene items. Considering both 2020 and 2021, our contributions to support combating the pandemic amounted to R$ 45 million.

At the same time, we consolidated our sustainability strategy, which became an intrinsic part of the Company's strategic plan, strengthening the integrated view in the decision-making process, considering financial, social, environmental and corporate governance topics. Another highlight is the establishment of the Ultrapar’s Sustainability and Corporate Affairs executive position, in March 2021.

As to our consolidated financial results, net revenues totaled R$ 119 billion, 46% higher than 2020, as a result of higher revenues in all businesses, except Extrafarma. The Company achieved an EBITDA of R$ 4.1 billion, excluding the effects of Extrafarma’s impairment and capital gain from ConectCar’s sale, and a net income of R$ 884 million in 2021, of which R$ 404 million should be distributed as dividends to shareholders. We also highlight the post-investment operational cash generation, which amounted R$ 1.3 billion and contributed to the reduction of our financial leverage in an annual comparison. In September, we issued an Agribusiness Receivables Certificate (locally known as “CRA”) in the amount of R$ 960 million and cost of 102.75% of the CDI rate (Brazilian interbank deposit), extending our debt profile. As a result, we ended the year with a cash position of R$ 6.7 billion and an average debt duration of 4.6 years.

Ultrapar enters 2022 strengthened to increase long-term value creation for its shareholders and other stakeholders and ready for a new cycle of growth.

We thank all our employees for their commitment and engagement throughout the year and our other stakeholders for trusting our company.


Pedro Wongtschowski

Frederico Fleury Curado

Marcos Marinho Lutz

Chairman of the Board of Directors

Chief Executive Officer

until Dec/21

Chief Executive Officer

from Jan/22



4th QUARTER OF 2021

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Considerations on the financial and operational information

Ultra Group is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process. In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively, with the prospect of closing the transactions throughout 2022. Thus, despite not having fulfilled all the conditions precedent for its completion, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continued and discontinued operations unless otherwise indicated.

The financial information presented in this document was prepared in accordance with the IFRS (International Financial Reporting Standards). 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. 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. The financial information presented in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding. 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; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance to Instruction No. 527, issued by the Brazilian Securities and Exchange Commission – CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:


   Quarter     Accumulated 
         
R$ million    4Q21     4Q20     3Q21    2021   2020
         
Net income             390.4           431.5           374.3             883.9           927.7
(+) Income and social contribution taxes              26.8           214.7           (108.0)              74.7           571.4
(+) Net financial (income) expenses             277.3         (136.5)             296.0             909.7           269.4
(+) Depreciation and amortization             362.7           326.7             346.1          1,377.2        1,267.2
                   
CVM EBITDA          1,057.2             836.4             908.4          3,245.6          3,035.6
         
Accounting adjustments          
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga)              82.4            64.6              70.5             281.0           287.8
(+) Amortization of contractual assets with customers - exclusive rights (Ultragaz)                0.4              0.4                0.4                1.5              1.6
(+) Cash flow hedge from bonds (Oxiteno)              47.2            47.9              38.0
          176.2           153.5
         
Adjusted EBITDA          1,187.2             949.3          1,017.3          3,704.3          3,478.5
         
Adjusted EBITDA of continuing operations             948.8           661.1           651.0        2,965.7        2,629.6
Ultragaz             222.0           154.4           220.5           729.3           729.1
Ultracargo             101.2            77.0           102.1           396.0           337.5
Ipiranga             703.8           487.5           398.1        2,086.7        1,711.7
Holding, affiliates and abastece aí             (82.4)           (65.4)           (71.8)         (258.0)         (169.0)
Eliminations              4.1              7.7              2.2            11.7            20.2
 
Adjusted EBITDA of discontinued operations             238.5           288.3           366.3           738.6           849.0
Oxiteno             251.5           261.9           351.5        1,103.7           784.9
Extrafarma               (9.0)            34.0            17.0         (353.5)            84.3
Eliminations             (4.1)             (7.7)             (2.2)           (11.7)           (20.2)
 
Non-recurring items that affected EBITDA          
(-) Capital gains ConectCar - results from disposal of assets (Ipiranga)             (76.5)                -                  -  
          (76.5)                -  
(+) Impairment (Extrafarma)              32.9                -                  -               427.5                -  
(-) Tax credits (Oxiteno)                  -             (84.8)                -                    -           (155.7)
(-) Tax credits (Ultracargo)                  -                  -                  -                    -             (11.7)
     
Recurring Adjusted EBITDA          1,143.6             864.6          1,017.3
       4,055.3          3,311.1
         
Recurring Adjusted EBITDA of continuing operations             872.3           661.1           651.0        2,889.2        2,617.8
Ultragaz             222.0           154.4           220.5           729.3           729.1
Ultracargo             101.2            77.0           102.1           396.0           325.7
Ipiranga             627.3           487.5           398.1        2,010.2        1,711.7
Holding, affiliates and abastece aí             (82.4)           (65.4)           (71.8)         (258.0)         (169.0)
Eliminations              4.1              7.7              2.2            11.7            20.2
         
Recurring Adjusted EBITDA of discontinued operations             271.3           203.5           366.3        1,166.1           693.3
Oxiteno             251.5           177.2           351.5        1,103.7           629.2
Extrafarma              23.9            34.0            17.0            74.1            84.3
Eliminations             (4.1)             (7.7)             (2.2)           (11.7)           (20.2)

4th QUARTER OF 2021

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Ultrapar

 


Amounts in R$ million

4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Net revenues

34,411

23,216

31,911

48%

8%

118,799

81,241

46%

Adjusted EBITDA

1,187

949

1,017

25%

17%

3,704

3,479

6%

Recurring EBITDA1

1,144

865

1,017

32%

12%

4,055

3,311

22%

Depreciation and amortization2

445

392

417

14%

7%

1,660

1,557

7%

Financial result3

(324)

89

(334)

n/a

3%

(1,086)

(423)

(157%)

Net income

390

432

374

(10%)

4%

884

928

(5%)

Investments4

716

485

491

48%

46%

1,899

1,508

26%

Cash flow from operations

704

508

604

39%

16%

2,586

3,138

(18%)

1 Non-recurring items described in the EBITDA calculation table – page 3

2 Includes amortization of contractual assets with customers – exclusive rights

3 Includes the result of the cash flow hedge from bonds

4 Includes R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q21, R$ 15 million related to the grant of Ultracargo’s IQI-13 terminal in Itaqui in 3Q21 and R$ 14 million related to the grant of Ipiranga's terminal in Belém in 3Q21


Net revenues Total of R$ 34,411 million, an increase of 48% in relative to 4Q20, due to higher sales from Ipiranga, Ultragaz, Oxiteno and Ultracargo. Compared to 3Q21, the net revenues increased 8%, as a result of higher sales in all businesses. In 2021, net revenues totaled R$ 118,799 million, a growth of 46% in comparison to the previous year, mainly due to higher fuels and LPG costs during the period.

Recurring EBITDA Total of R$ 1,144 million, an increase of 32% in relation to 4Q20, mainly due to higher EBITDAs at Ipiranga, Ultragaz, Oxiteno and Ultracargo. In relation to 3Q21, the recurring EBITDA increased 12%, mainly due to higher results from Ipiranga, partially offset by lower results at Oxiteno, abastece aí and the Holding. The recurring EBITDA registered in 2021 was R$ 4,055 million (+22%), due to higher EBITDAs at Oxiteno, Ipiranga and Ultracargo, despite lower EBITDAs at Extrafarma, the Holding and abastece aí.

Results from the Holding, affiliates and abastece aí In addition to the results of the five main businesses, Ultrapar recorded a negative result of R$ 82 million, composed of (i) R$ 54 million of negative EBITDA with the Holding, R$ 14 million higher than 4Q20, due to the concentration of expenses with M&A projects and the effects of inflation on personnel expenses, (ii) R$ 33 million of negative EBITDA with abastece aí, due to the concentration of expenses with personnel, development and marketing to increase the use of the app and the loyalty program and (iii) R$ 5 million of positive EBITDA with affiliates, due to higher results from Refinaria Riograndense.

Depreciation and amortization Total of R$ 445 million, 14% and 7% higher in relation to 4Q20 and 3Q21, respectively, due to investments made throughout the periods and higher amortization of contractual assets at Ipiranga.

Financial result (including cash flow hedge) Ultrapar recognized net financial expenses of R$ 324 million in 4Q21, compared to net financial revenues of R$ 89 million in 4Q20. This deterioration was brought on by (i) the monetary correction on extraordinary tax credits of R$ 160 million in 4Q20, (ii) the CDI rate increase over the greater average balance of net debt, despite lower cost of debt and (iii) temporary negative effect of mark-to-market of hedges of the bonds. In relation to 3Q21, a period that Ultrapar recognized net financial expenses of R$ 334 million, the difference is mainly explained by lower impacts from the temporary negative effect of mark-to-market of hedges of the bonds. In 2021, Ultrapar presented net financial expenses of R$ 1,086 million, R$ 663 million higher than the net financial expenses of 2020, mainly due to the temporary negative effect of mark-to-market of exchanged hedges, to lower level of monetary correction on extraordinary tax credits and the CDI rate increase over the greater average balance of net debt, despite lower cost of debt.

Net income Total of R$ 390 million, a reduction of 10% compared to 4Q20, resulting from the deterioration of the financial result and higher costs and expenses with depreciation and amortization, attenuated by higher EBITDA and lower income tax costs. In relation to 3Q21, the net income increased 4%, due to higher EBITDA, partially offset by the income tax reversion over the SELIC’s adjustments of extraordinary tax credits of R$ 196 million in 3Q21. In 2021, Ultrapar's net income totaled R$ 884 million (-5%), despite the EBITDA growth, mainly due to the worsening of the financial result.

Cash flow from operations Generation of R$ 2.6 billion in 2021, lower than the generation of R$ 3.1 billion in 2020, due to increased investment in working capital, mainly due to higher fuels, LPG and raw materials costs, attenuated by higher EBITDA.


4th QUARTER OF 2021

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Ultragaz


4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Total volume (000 tons)

416

426

453

(2%)

(8%)

1,714

1,732

(1%)

Bottled

278

289

304

(4%)

(9%)

1,154

1,198

(4%)

Bulk

139

137

149

1%

(7%)

560

534

5%

EBITDA (R$ million)

222

154

220

44%

1%

729

729

0%


Operational performance The volume sold by Ultragaz in 4Q21 decreased 2% in relation to 4Q20, as a result of a 4% reduction in the bottled segment, in line with the lower market demand. The bulk segment, on the other hand, increased 1%, mainly due to higher sales to industrial, commercial and services segments. In relation to 3Q21, sales volume decreased 8%, due to the typical seasonality between quarters. In 2021, sales volume at Ultragaz amounted to 1,714 thousand tons, a 1% reduction compared to 2020, mainly due to higher sales in the bottled segment when social isolation was greater during the beginning of the pandemic.

Net revenuesTotal of R$ 2,682 million (+36%), mainly due to the increases in LPG costs. In relation to 3Q21, net revenues remained stable. In 2021, net revenues totaled R$ 9,745 million, a growth of 32% compared to the previous year.

Cost of goods soldTotal of R$ 2,346 million (+37%), due to the readjustments of LPG costs by Petrobras, resulting from the increases in the international prices of oil and derivatives and exchange rate variation, along with the effects of inflation on personnel, fuels and production materials. Compared to 3Q21, cost of goods sold remained stable. In 2021, cost of goods sold was R$ 8,626 million, 37% higher than the previous year.

Sales, general and administrative expenses – Total of R$ 181 million (+6%), resulting from higher personnel expenses, higher provisions for doubtful accounts (parameters update), higher sales commissions and freight expenses, attenuated by lower information technology expenses. In relation to 3Q21, sales, general and administrative expenses increased 4%, due to higher personnel expenses. In 2021, SG&A totaled R$ 661 million, a growth of 7% compared to 2020.

EBITDA – Total of R$ 222 million, a growth of 44% compared to 4Q20, arising from pass throughs of LPG costs increases, attenuated by higher expenses. In relation to 3Q21, EBITDA increased 1%, due to pass throughs of LPG cost increases, partially offset by lower sales volume. Ultragaz's 2021 EBITDA reached R$ 729 million, similar to the record level registered in the previous year, mainly due to initiatives for higher productivity and for expenses reduction, even with the effects of inflation and lower volumes.

Investments – R$ 80 million were invested in this quarter, mainly allocated to equipment installed in new customers in the bulk segment, to the new plants in Belém (state of Pará) and Fortaleza (state of Ceará), to the standardization of resales, to the acquisition and replacement of bottles and to information technology projects. In 2021, total investments amounted to R$ 354 million.

4th QUARTER OF 2021

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Ultracargo


4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Installed capacity1 (000 m³)

917

838

878

9%

4%

874

832

5%

m³ sold (000 m³)

3,164

3,070

3,089

3%

2%

12,545

12,244

2%

EBITDA (R$ million)

101

77

102

32%

(1%)

396

337

17%

Recurring EBITDA2 (R$ million)

101

77

102

32%

(1%)

396

326

22%

 1 Monthly average

2 Does not include the effect of extraordinary tax credits of R$ 12 million in 2Q20


Operational performance Ultracargo's average installed capacity increased 9% in relation to 4Q20, due to the beginning of operations in Vila do Conde terminal in December 2021 and the commissioning of capacity expansions in Itaqui in the last twelve months. The m³ sold increased 3%, due to the increase in fuels handling in Itaqui, attenuated by lower handling in Suape. In relation to 3Q21, the m³ sold increased 2% for the same reasons mentioned above. In 2021, the m³ sold totaled 12,545 thousand m³, a growth of 2% compared to the previous year.

Net revenuesTotal of R$ 187 million (+13%), due to contractual readjustments and a richer mix of products and terminals, in addition to the capacity expansions in the Itaqui terminal. Compared to 3Q21, net revenues increased 5%, due to higher handling and contractual readjustments. In 2021, net revenues amounted to R$ 713 million, 11% higher than 2020.

Cost of services provided Total of R$ 78 million (+5%), mainly due to an increase in depreciation, arising from the capacity expansions, and higher rental readjustments costs. In relation to 3Q21, cost of services provided increased 12%, due to the effects of inflation over personnel and higher depreciation costs. In 2021, cost of services provided totaled R$ 285 million, an increase of 6% in relation to the previous year.

Sales, general and administrative expenses Total of R$ 36 million (+6%), due to higher personnel expenses and information technology to support productivity gains and digital transformation projects. Compared to 3Q21, sales, general and administrative expenses increased 10% mainly due to higher information technology expenses and the effects of inflation over personnel. In 2021, SG&A totaled R$ 136 million, 5% higher than 2020.

Recurring EBITDA Total of R$ 101 million (+32%), due to expansions with profitability gains, contractual readjustments and productivity gains. In relation to 3Q21, EBITDA was R$ 1 million lower, due to higher expenses. In 2021, Ultracargo's EBITDA reached a record level of R$ 396 million, an increase of 22% in the relation to the previous year, due to capacity expansions with profitability gains at the terminals, contractual readjustments and productivity gains.

Investments – Investments in the period amounted to R$ 71 million, directed to the conclusion of the construction of the new terminal in Vila do Conde (state of Pará), the expansion of the Itaqui terminal and projects for operational safety, efficiency gains and maintenance of the terminals. In 2021, total investments amounted to R$ 358 million.

4th QUARTER OF 2021

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Oxiteno


4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Average exchange rate (R$/US$)

5.58

5.40

5.23

3%

7%

5.40

5.16

5%

Total volume (000 tons)

191

204

216

(6%)

(11%)

779

753

3%

Commodities

22

33

35

(34%)

(37%)

108

130

(17%)

Specialty chemicals/Others

169

171

181

(1%)

(6%)

672

624

8%

Sales in Brazil

135

154

154

(13%)

(13%)

551

535

3%

International sales

57

50

62

13%

(9%)

228

219

4%

EBITDA (R$ million)

252

262

352

(4%)

(28%)

1,104

785

41%

Recurring EBITDA1 (R$ million)

252

177

352

42%

(28%)

1,104

629

75%

1 Does not include the effect of extraordinary tax credits of R$ 71 million in 1Q20 and of R$ 85 million in 4Q20

Operational performance Oxiteno's total sales volume decreased 6% in relation to 4Q20, a reduction of 1% in specialty chemicals resulting from lower sales to the home and personal care segment, attenuated by higher sales to the crop solutions segment and in the United States. The volume of commodities decreased 34%, due to the prioritization of specialty chemicals sales during the period of scheduled shutdowns. In relation to 3Q21, the volume decreased 11%, with lower sales in the domestic market, especially to the home and personal care segment, besides the lower volume of international units, reflection of the typical seasonality between quarters. In 2021, Oxiteno sales volume totaled 779 thousand tons, 3% higher than 2020.

Net revenues Total of R$ 2,013 million (+36%), due to the increase in average dollar prices, as a result of the rise in raw materials costs and a product mix with lower share of commodities, and the average exchange rate more devalued, despite the lower sales volume. In relation to 3Q21, net revenues increased 2%, for the same reasons mentioned above. In 2021, net revenues totaled R$ 7,103 million, a 36% increase in relation to 2020.

Cost of goods sold Total of R$ 1,631 million (+38%), due to higher costs of raw materials, higher costs with personnel (variable remuneration), and maintenance related to the scheduled shutdowns in the 4Q21, attenuated by the effect of the Zero Cost Collar in 4Q20 (margin hedge, discontinued as from 2021). In relation to 3Q21, cost of goods sold increased 8%, due to higher costs of raw materials, in line with the international prices, and higher costs with personnel and maintenance. In 2021, cost of goods sold totaled R$ 5,541 million, 32% higher than 2020.

Sales, general and administrative expenses Total of R$ 264 million (+16%), due to higher expenses with freight and storage, as a result of higher unit costs, and higher expenses with personnel. In relation to 3Q21, sales, general and administrative expenses increased 5%, due to higher expenses with logistics and legal counsel. In 2021, SG&A totaled R$ 968 million, a 18% growth in relation to 2020.

Other operating results Decrease of R$ 81 million in relation to 4Q20, due to the constitution of extraordinary tax credits related to the exclusion of ICMS from the PIS/Cofins tax calculation basis in the 4Q20. In relation to 3Q21, there was a reduction of R$ 18 million, due to the insurance reimbursement for business interruption losses in 3Q21 from an incident at Oleoquímica, in Camaçari, in 2017.

Recurring EBITDA Oxiteno achieved an EBITDA of R$ 252 million, 42% higher than 4Q20, due to better margins and to the effect of the Zero Cost Collar in 4Q20 (margin hedge, discontinued as from 2021), attenuated by higher costs and expenses. In relation to 3Q21, EBITDA decreased 28%, mainly due to lower sales volume and higher costs and expenses, reflection of the typical seasonality between quarters. In 2021, Oxiteno's EBITDA reached a record level of R$ 1,104 million, a 75% growth in relation to the previous year, explained by higher sales volume and better margins, besides the effect of the Zero Cost Collar in 2020, attenuated by higher costs and expenses.

Investments – Investments in the period amounted to R$ 126 million, mainly directed to the maintenance and safety of production units, as well as information technology projects. In 2021, total investments amounted to R$ 287 million.

4th QUARTER OF 2021

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Ipiranga


4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Total volume (000 m³)

5,670

5,815

5,855

(2%)

(3%)

22,477

21,461

5%

Diesel

2,909

2,861

3,121

2%

(7%)

11,806

11,164

6%

Otto cycle

2,656

2,847

2,623

(7%)

1%

10,233

9,895

3%

Others1

105

107

110

(2%)

(5%)

439

402

9%

EBITDA (R$ million)

704

487

398

44%

77%

2,087

1,712

22%

Recurring EBITDA2 (R$ million)

627

487

398

29%

58%

2,010

1,712

17%

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

 2 Does not include the capital gains from the sale of ConectCar of R$ 76 million in 4Q21


Operational performance – Ipiranga reported a decrease of 2% in the volume sold relative to 4Q20, with a reduction of 7% in the Otto cycle, with a greater share of gasoline at the expense of ethanol in the product mix, while diesel increased 2%. In relation to 3Q21, the volume was 3% lower, with a decrease of 7% in diesel, attenuated by a growth of 1% in the Otto cycle. In 2021, Ipiranga sold 22,477 thousand m³, 5% higher than 2020.

Net revenues – Total of R$ 29,060 million (+52%), due to the increase of the average costs of oil derivatives and ethanol. In relation to 3Q21, net revenues increased 9%, due to the same factors mentioned above. In 2021, net revenues amounted to R$ 99,383 million, 50% higher than the previous year.

Cost of goods sold – Total of R$ 28,004 million (+52%), due to increased costs of oil derivatives and ethanol, arising from the increase in international prices and the Real devaluation. In relation to 3Q21, the increase of 8% resulted from the same factors mentioned above. In 2021, cost of goods sold totaled R$ 96,110 million, 51% higher than 2020.

Sales, general and administrative expenses Total of R$ 706 million (+50%) mainly due to a concentration of contingencies provisions (mostly civil and tax proceedings) in the amount of R$ 88 million, higher expenses with AmPm’s company-operated stores, and the impacts of inflation over expenses, besides the contingency of expenses in several fronts in 2020 and lower expenses with provision for doubtful accounts in the 4Q20. In relation to 3Q21, sales, general and administrative expenses increased 29%, due to the concentration of contingencies provisions already mentioned, higher provision for doubtful accounts and higher marketing expenses. In 2021, SG&A totaled R$ 2,232 million, an increase of 31% in relation to 2020.

Other operating results – Total of R$ 15 million in the quarter, a reduction of R$ 8 million in relation to 4Q20, mainly due to lower extraordinary tax credits (R$ 42 million in 4Q21 vs R$ 70 million in 4Q20), attenuated by higher revenues of merchandising negotiated with suppliers and lower costs with CBios. In relation to 3Q21, there was an increase of R$ 10 million, due to higher revenues of merchandising negotiated with suppliers.

Results from disposal of assets – Total of R$ 128 million (+175%), due to capital gain from the sale of ConectCar in the amount of R$ 76 million and higher sales of real estate assets. In relation to 3Q21, there was an increase of R$ 111 million, due to the same reasons already mentioned.

Recurring EBITDA – Total of R$ 627 million (+29%), mainly due to better margins and higher results from disposal of assets, partially offset by higher expenses and lower volume. In relation to 3Q21, the EBITDA growth was 58%, for the same reasons mentioned in the annual comparison. Ipiranga's recurring EBITDA amounted to R$ 2,010 million in 2021, a 17% increase in relation to 2020, due to better margins and higher sales volume, attenuated by higher expenses.

Investments – R$ 415 million were invested in the quarter, directed to expansion and maintenance of Ipiranga’s service station and franchise network and to logistics infrastructure. Out of the total investments, R$ 190 million refers to additions to fixed and intangible assets, R$ 198 million to contractual assets with customers (exclusive rights) and R$ 28 million to installments from the sale of real estate assets, net of financing granted to customers. In 2021, total investments amounted to R$ 807 million.

4th QUARTER OF 2021

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Extrafarma


4Q21

4Q20

3Q21

Δ

Δ

2021

2020

Δ

4Q21 v 4Q20

4Q21 v 3Q21

2021 v 2020

Number of stores (end of the period)

399

405

399

(1%)

0%

399

405

(1%)

 % of mature stores (+3 years)

88%

75%

85%

13 p.p.

4 p.p.

88%

75%

13 p.p.

Gross revenues (R$ million)

528

548

510

(4%)

4%

2,096

2,106

0%

EBITDA (R$ million)

(9)

34

17

n/a

n/a

(353)

84

n/a

Recurring EBITDA1 (R$ million)

24

34

17

(30%)

40%

74

84

(12%)

1 Does not include the impairment of assets of R$ 395 million in 2Q21 and of R$ 33 million in 4Q21


Operational performance Extrafarma ended 4Q21 with 399 pharmacies, with 6 closures and no openings in the last twelve months, a reduction of 1% in its network, resulting from a more rigorous approach to underperforming stores. At the end of the quarter, maturing stores (with up to three years of operation) represented 12% of the chain.

Gross revenues Total of R$ 528 million (-4%), due to a lower number of stores (-1%) and a strong basis for comparison in mobile phone sales in 4Q20 (-71%), resulting from the temporary shutdown of commercial activities by virtue of the pandemic in that period. In relation to 3Q21, gross revenues increased 4%, mainly due to higher number of promotional actions and typical seasonality between quarters. In 2021, Extrafarma's gross revenues totaled R$ 2,096 million, in line with 2020.

Cost of goods sold and gross profit Cost of goods sold amounted to R$ 352 million (-3%), following the reduction in sales. Gross profit totaled R$ 148 million (-5%), equivalent to a gross margin of 28.0%, 0.4 p.p. below 4Q20. In relation to 3Q21, cost of goods sold increased 6%, while gross profit was reduced by 1%, due to promotional actions. In 2021, cost of goods sold amounted to R$ 1,384 million (-1%) and gross profit to R$ 603 million (+2%).

Sales, general and administrative expenses – Total of R$ 162 million (+3%), due to the impacts of inflation over personnel expenses, partially offset by productivity gain actions. In relation to 3Q21, sales, general and administrative expenses decreased 8%, especially due to actions to reduce expenses and higher tax credits. In 2021, SG&A amounted to R$ 682 million, 4% higher than 2020.

Impairment – Loss of R$ 33 million, due to impairment of assets, with no cash effect, as a result of the signing of the sale agreement of Extrafarma to Pague Menos.

Recurring EBITDA Total of R$ 24 million (-30%), due to lower sales and the impacts of inflation over expenses. In relation to 3Q21, there was a 40% increase, due to higher sales and lower expenses. In 2021, Extrafarma's recurring EBITDA was R$ 74 million, a reduction of 12% in relation to 2020, due to lower sales and the impacts of inflation over expenses.

Investments In 4Q21, R$ 10 million were invested mostly in information technology and the improvements and refurbishments in stores. In 2021, total investments amounted to R$ 36 million.

4th QUARTER OF 2021

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Indebtedness (R$ million)


Ultrapar consolidated

4Q21

4Q20

3Q21

Gross debt

(16,619)

(17,376)

(16,409)

Cash and cash equivalents

6,690

8,672

6,588

Net debt (ex-IFRS 16)

(9,929)

(8,704)

(9,821)

Leases payable

(1,762)

(1,833)

(1,816)

Net debt

(11,691)

(10,537)

(11,636)

Net debt/LTM Adjusted EBITDA1 (ex-IFRS 16)

2.8x

2.8x

2.9x

Net debt/LTM Adjusted EBITDA1

2.9x

3.0x

3.0x

Average cost of debt (curve)

97% DI

184% DI

105% DI

DI – 0.2%

DI + 1.6%

DI + 0.2%

Average cash yield

81% DI

80% DI

61% DI

Average debt duration (years)

4.6

4.6

4.9

1 LTM Adjusted EBITDA does not include Extrafarma's impairment of R$ 428 million (R$ 395 million registered in 2Q21 and R$ 33 million in 4Q21) for 3Q21 and 4Q21 and capital gain from the sale of ConectCar of R$ 76 million in 4Q21


Ultrapar ended 4Q21 with net financial debt totaling R$ 9.9 billion, composed of gross indebtedness of R$ 16.6 billion, and cash position of R$ 6.7 billion. Considering the leases payable (IFRS 16) of R$ 1.8 billion, the total net debt was R$ 11.7 billion (2.9x LTM Adjusted EBITDA), practically stable compared to R$ 11.6 billion on September 30, 2021 (3.0x LTM Adjusted EBITDA). The reduction of the financial leverage results from the higher level of LTM Adjusted EBITDA excluding Extrafarma's impairments and capital gain from the sale of ConectCar.


Maturity profile and debt breakdown:



Graphics

Graphics

4th QUARTER OF 2021

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Updates on ESG themes

In December 2021, the Ultra Group adhered to the UN Global Compact to reinforce the Company's commitment to developing actions that contribute to implement and monitor the Sustainable Development Goals (SDGs), such as human rights, labor, environment and anti-corruption actions, a recognition of Ultragaz, Ipiranga and Oxiteno's work as they were already affiliated to the program. Additionally, to support the families that were victims of heavy rains in the Southern region of Bahia at the end of 2021 and beginning of 2022, Ultragaz, Oxiteno, Ultracargo and Ipiranga joined forces with Liga do Bem Institute and donated more than 8 thousand basic food baskets to Camaçari (state of Bahia) and Itabuna (state of Bahia), helping the affected districts in which the Group's operating bases are located in. Besides that, Ipiranga delivered more than 10 thousand liters of drinking water to the city of Itabuna (state of Bahia).

In November, Ultragaz was one of the sponsors of the Rede Mulher Empreendedora Forum (RME) - “Women and entrepreneurship: Building a better future”, an event with lectures, mentorship and content that reached about 100 thousand people. Ultragaz also developed a project in Rio de Janeiro in partnership with the Asplande NGO about the Domestic Violence theme and, jointly with Alavanca Institute and FIA (Fundação Instituto de Administração), Ultragaz also offered thematic workshops to women living in São Remo (state of São Paulo) community. Ultragaz also undertook some social and environmental actions in the surrounding areas of the new bases in Belém (state of Bahia) and Fortaleza (state of Ceará), such as the women empowerment project with RME, the "What Body is This?" Educational Campaign in partnership with Childhood Brasil, Unicef and Futura TV Channel and the Ultragaz Reduz Campaign to invite people to practice actions that contribute to the planet's sustainability.

Ultracargo finished developing the Strategic Sustainability Plan with specific goals. Concerning ecoefficient operations, Ultracargo acquired RECs, renewable energy certificates proving the renewable origin of all electric energy consumed in its operations. Ultracargo also started a compliance and anti-corruption training for suppliers acting as its external representatives and joined forces with Ayrton Senna Institute in the Socio-Emotional Dialogues project in São Luís (state of Maranhão) which will reach more than 10 thousand children from the 6th to the 9th grades in municipal public schools in 2022. The company has renewed the support to the On the right hand program to prevent the sexual exploitation of children and teenagers in Brazilian highways, to the A Tribuna de Santos (state of São Paulo) newspaper's Community in Action award that recognizes social projects in the area, and to Citizenship Center, an initiative from Camaçari Industrial Center Fostering Committee to provide free health services to the citizens of Camaçari (state of Bahia) and Dias D'Ávila (state of Bahia).

Oxiteno achieved a higher CDP score in the 2021 Climate Change questionnaire, going from C to B, and maintained B score in Water Security and C for Forests – Palm Oil. 88% of Oxiteno's suppliers were evaluated by the EcoVadis platform by the end of the year, and those achieving scores lower than 45 points already have an action plan to be implemented. Oxiteno also showed support for the SDG: I Practice campaign, an initiative from the UN Global Compact’s Brazil Network to make the SDGs reach more people through internal and external advertising prepared by the body. Oxiteno also took part in ABIQUIM's 6th Seminar of Technology and Innovation to discuss technological development opportunities in Brazil, highlighting the importance of the chemical sector to provide sustainable development solutions to the whole society. In a partnership with its client AkzoNobel, Oxiteno developed the Going back to school project, which involved volunteer actions in schools located in Mauá (state of São Paulo), such as donation of basic food baskets to the families of students facing a higher vulnerable situation, revitalization of the institutions’ infrastructure and donation of hygiene items to promote the safe return of the students to on-site classes. Oxiteno was also awarded for the second consecutive year with the Seal of Ethnic-Racial Diversity, granted by the city hall of Salvador. Concerning health and safety, Oxiteno transitioned to ISO 45001, an international standard for the Management Systems of Occupational Health and Safety.

In November, Ipiranga was awarded first place for its organizational case in the 41st Being Human award of the Brazilian Association of Human Resources – Rio de Janeiro. The initiative that made the company win the award was the Women Speed, a program aimed to accelerate the women leadership pipeline that involved 30 women and 16 mentors, with 33% of those women being promoted during the nine months the program took place. Concerning the relationship with the community, Ipiranga celebrated Children's Day through letters and giving gifts to children of ages 10 to 12 helped by NGOs in Rio de Janeiro and São Paulo. In December 2021, Ipiranga started the Ajudô project, the first social project related to the sports incentive law to have the company involved not only in name but also in funds. Three centers were developed in Minas Gerais for more than 300 children and youth facing social vulnerability to practice judo.

During the quarter, Extrafarma released campaigns to collect food and hygiene items in its stores to donate to partner institutions, amounting to about 20 thousand hygiene items donated by customers and employees and more than 2 thousand tons of collected food.

4th QUARTER OF 2021

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Capital markets

Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 141 million/day in 4Q21 (-14%). Ultrapar’s shares ended the quarter quoted at R$ 14.54 on B3, a depreciation of 1% in the quarter, while the Ibovespa stock index fell by 6%. In NYSE, Ultrapar’s shares decreased 2% in 4Q21, while the Dow Jones stock index appreciated 7%. Ultrapar ended 4Q21 with a market cap of R$ 16 billion.

 Capital markets

4Q21

4Q20

3Q21

2021

2020

Number of shares (000)

1,115,108

1,115,006

1,115,108

1,115,108

1,115,006

Market capitalization1 (R$ million)

16,214

26,470

16,437

16,214

26,470

B3

 

 

Average daily trading volume (000 shares)

8,425

6,940

8,210

7,295

8,339

Average daily financial volume (R$ 000)

119,084

140,381

133,350

128,486

153,880

Average share price (R$/share)

14.13

20.23

16.24

17.61

18.45

NYSE

 

 

Quantity of ADRs2 (000 ADRs)

50,374

47,413

50,374

50,374

47,413

Average daily trading volume (000 ADRs)

1,526

1,136

1,205

1,634

1,352

Average daily financial volume (US$ 000)

3,850

4,390

3,744

5,562

5,239

Average share price (US$/ADRs)

2.52

3.86

3.11

3.40

3.88

Total

 

 

Average daily trading volume (000 shares)

9,951

8,076

9,415

8,928

9,691

Average daily financial volume (R$ 000)

140,623

163,786

152,939

158,588

179,802

1 Calculated on the closing share price for the period
2 1 ADR = 1 common share

UGPA3 x Ibovespa Performance4Q21

(Sep 30, 2021 = 100)

Graphics

Source: Broadcast


4th QUARTER OF 2021

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184


4Q21 Conference call

Ultrapar will host a conference call for analysts and investors on February 24, 2022 to comment on the Company’s performance in the fourth quarter of 2021 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

The conference call will be transmitted via WEBCAST and held in Portuguese with simultaneous translation into English. The access link is available at ri.ultra.com.br. Please connect 10 minutes in advance.


Conference call in Portuguese with simultaneous translation to English

Time: 11:00 a.m. (BRT) / 9:00 a.m. (EST)


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

Code: Ultrapar – in Portuguese


Replay: +55 (11) 3193-1012 (available for seven days)

Code: 3167603#


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

Code: Ultrapar – in English


Replay: +55 (11) 3193-1012 (available for seven days)

Code: 9792937#

 

4th QUARTER OF 2021

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ULTRAPAR 
CONSOLIDATED BALANCE SHEET
         
    In million of Reais    DEC 21   Continuing Operations¹   Discontinued Operations¹     DEC 20     SEP 21 
         
ASSETS  
         
Cash and cash equivalents                      2,668.1                      2,280.1                         388.0                      2,661.5                      2,826.3
Financial investments and hedging instruments                      3,150.7                      1,804.1                      1,346.6                        5,033.3                      2,914.9
Trade receivables and reseller financing                      4,987.5                      3,957.8                      1,029.7                        3,868.1                      4,624.4
Inventories                      6,168.6                      3,918.8                      2,249.9                        3,846.2                      5,574.2
Recoverable taxes                      2,049.8                      1,353.1                         696.8                        1,410.9                      1,540.7
Prepaid expenses                         143.0                           98.0                           45.0                           132.1                         141.2
Contractual assets with customers - exclusive rights                         555.1                         555.1                              -                             478.9                         533.7
Other receivables                           84.3                           56.4                           27.9                             58.1                         106.4
Total Current Assets                      19,807.1                    14,023.3                      5,783.8                      17,489.1                      18,261.8
         
Financial investments and hedging instruments                         871.7                         379.3                         492.4                           977.4                         847.3
Trade receivables and reseller financing                         479.4                         479.2                            0.2                           491.5                         481.4
Deferred income and social contribution taxes                      1,313.7                         571.8                         742.0                           974.7                      1,245.5
Recoverable taxes                      1,613.8                      1,202.2                         411.7                        1,736.0                      1,815.2
Escrow deposits                          879.3                         871.3                            8.0                           949.8                         868.4
Prepaid expenses                           77.8                           71.4                            6.4                             70.5                           84.3
Contractual assets with customers - exclusive rights                      1,524.2                      1,524.2                              -                          1,227.4                      1,385.2
Other receivables                         151.3                         151.2                            0.1                           227.5                         175.1
Investments                           97.8                           78.6                           19.2                           167.5                         172.4
Right to use assets                      2,001.3                      1,651.3                         350.1                        2,150.3                      2,093.0
Property, plant and equipment                      8,476.5                      5,534.6                      2,941.9                        8,005.9                      8,235.0
Intangible assets                      1,716.5                      1,471.3                         245.3                        1,782.7                      1,707.7
Total Non-Current Assets                      19,203.3                    13,986.2                      5,217.1                      18,761.1                      19,110.5
         
TOTAL ASSETS                      39,010.4                    28,009.4                    11,000.9                      36,250.2                      37,372.3
         
LIABILITIES  
         
Loans, financing and hedge derivative financial instruments                         857.6                         618.3                         239.3                        2,306.0                         945.6
Debentures                      2,247.7                      2,247.7                              -                             949.9                      1,475.4
Trade payables                      7,232.5                      5,790.0                      1,442.6                        4,040.7                      6,364.1
Salaries and related charges                         552.9                         330.1                         222.8                           468.6                         549.0
Taxes payable                         507.6                         425.5                           82.1                           455.3                         396.5
Leases payable                         264.8                         188.8                           76.0                           260.2                         269.5
Other payables                         573.8                         498.3                           75.5                           760.1                         345.1
Total Current Liabilities                      12,237.1                    10,098.8                      2,138.3                        9,240.8                      10,345.2
         
Loans, financing and hedge derivative financial instruments                      8,675.0                      8,672.5                            2.4                        8,526.1                      8,458.9
Debentures                      4,839.0                      4,839.0                              -                          5,594.2                      5,529.2
Provisions for tax, civil and labor risks                         847.8                         812.2                           35.5                           854.4                         797.2
Post-employment benefits                         201.7                         194.6                            7.1                           257.6                         262.8
Leases payable                      1,497.2                      1,159.5                         337.7                        1,573.1                      1,546.3
Other payables                         243.3                         222.9                           20.4                           293.7                         247.8
Total Non-Current Liabilities                      16,304.0                    15,900.9                         403.1                      17,099.1                      16,842.1
     
TOTAL LIABILITIES                      28,541.1                    25,999.7                      2,541.4                      26,339.9                      27,187.4
         
EQUITY  
         
Share capital                      5,171.8                      5,171.8                              -                          5,171.8                      5,171.8
Reserves                      5,467.0                      5,467.0                              -                          5,006.7                      5,008.3
Treasury shares                        (488.4)                        (488.4)                              -                            (489.1)                        (489.1)
Other                         (83.5)                         (83.5)                              -                            (155.6)                         104.9
Non-controlling interests in subsidiaries                         402.3                         402.3                              -                             376.5                         389.1
Total Equity                      10,469.2                    10,469.2                              -                          9,910.3                      10,185.0
     
TOTAL LIABILITIES AND EQUITY                      39,010.4                    36,468.9                      2,541.4                      36,250.2                      37,372.3
     
Cash and financial investments                      6,690.4  n/a   n/a                         8,672.2                      6,588.4
Loans and debentures                   (16,619.4)  n/a   n/a                      (17,376.2)                   (16,409.1)
Leases payable                     (1,762.0)  n/a   n/a                        (1,833.3)                     (1,815.8)
Net Cash (debt)                     (11,691.0)  n/a   n/a                      (10,537.3)                     (11,636.4)
     
Net Cash (debt) ex-IFRS 16                       (9,929.0)  n/a   n/a                        (8,704.1)                       (9,820.7)


1 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)


4th QUARTER OF 2021

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ULTRAPAR
CONSOLIDATED INCOME STATEMENT
                       
     In million of Reais     4Q21   Continuing Operations   Discontinued Operations     4Q20     3Q21  2021  Continuing Operations   Discontinued Operations    2020
             
       
Net revenues from sales and services          34,411.2            31,904.3             2,506.8          23,215.7          31,911.1      118,798.6          109,732.8             9,065.8          81,241.1
       
Cost of products and services sold         (32,352.3)          (30,374.2)            (1,978.1)         (21,702.7)         (30,112.2)     (111,729.1)         (104,828.0)            (6,901.2)         (75,628.2)
       
Gross profit            2,058.9             1,530.1                528.7            1,513.0            1,798.9          7,069.5             4,904.9             2,164.6            5,612.9
       
Operating expenses  
Selling and marketing             (846.2)               (567.5)               (278.7)             (677.9)             (781.5)         (2,986.5)            (1,931.7)            (1,054.8)           (2,561.8)
General and administrative             (636.2)               (483.5)               (152.7)             (459.6)             (497.7)         (2,075.8)            (1,466.6)               (609.2)           (1,536.6)
                                                                                                                                                                                                   
Other operating income, net                21.5                  18.4                    3.1               107.1                35.6             123.0                  96.2                  26.8               221.4
Gain (loss) on disposal of property,
plant and equipment and intangibles
              125.0                126.3                  (1.3)                40.2                18.0             183.2                184.2                  (1.0)                76.1
Impairment               (32.9)                     -                   (32.9)                    -                      -             (427.5)                     -                 (427.5)                    -  
       
Operating income (loss)               690.1                623.9                  66.2               522.8               573.4          1,885.9             1,787.0                  98.9            1,812.1
       
Financial result        
   Financial income               163.3                149.5                  13.8               220.9               127.0             502.4                460.2                  42.2               527.7
   Financial expenses             (440.5)               (365.3)                 (75.2)               (84.4)             (423.0)         (1,412.1)            (1,222.9)               (189.2)             (797.1)
Share of profit (loss) of subsidiaries,
joint ventures and associates
                 4.4                    4.5                  (0.1)               (13.1)               (11.1)             (17.6)                 (17.6)                    0.0               (43.6)
         
Income before income and social contribution taxes               417.3                412.6                    4.7               646.2               266.3             958.6             1,006.6                (48.0)            1,499.1
       
Provision for income and social
contribution taxes














   Current             (154.8)               (163.7)                    9.0             (283.1)               (20.2)           (538.7)               (477.4)                 (61.3)             (743.2)
   Deferred                83.3                  77.8                    5.4                41.1                95.9             353.1                242.2                110.8                87.9
   Tax incentives                44.6                  15.1                  29.6                27.3                32.3             110.9                  47.1                  63.8                83.9
       
Net income (loss)               390.4                341.7                  48.7               431.5               374.3             883.9                818.6                  65.3               927.7
       
Net income attributable to:        
    Shareholders of the Company               380.2                331.5                  48.7               426.0               369.2             850.5                785.2                  65.3               893.4
    Non-controlling interests in subsidiaries                10.3                  10.3                     -                    5.5                  5.1              33.4                  33.4                     -                  34.3
       
Adjusted EBITDA            1,187.2                948.8                238.5               949.3            1,017.3          3,704.3             2,965.7                738.6            3,478.5
       
Depreciation and amortization1               445.5                320.3                125.2               391.6               417.0            1,659.8             1,196.4                463.4            1,556.6
Cash flow hedge bonds                47.2                     -                    47.2                47.9                38.0             176.2                     -                  176.2               153.5
       
Total investments2               716.1                579.7                136.3             484.5               491.4            1,898.8             1,560.6                338.2          1,508.2
       
Ratios  
       
Earnings per share (R$)                0.36                  0.31                  0.04              0.39                0.34              0.78                  0.72                  0.06              0.82
Net debt (ex-IFRS 16) / Stockholders' equity                0.95  n/a   n/a               0.88                0.96              0.95  n/a   n/a               0.88
Net debt / Stockholders' equity                1.12  n/a   n/a                 1.06                1.14                1.12  n/a   n/a                 1.06
Net debt / LTM Adjusted EBITDA3 (ex-IFRS16)                2.77  n/a   n/a                 2.83                2.87              2.77  n/a   n/a                 2.83
Net debt / LTM Adjusted EBITDA3                2.88  n/a   n/a                 3.03                3.01              2.88  n/a   n/a                 3.03
Net interest expense / Adjusted EBITDA                0.23  n/a   n/a     n/a                 0.29              0.25  n/a   n/a                 0.08
Gross margin (%)   6.0% 4.8% 21.1% 6.5%   5.6% 6.0% 4.5% 23.9%   6.9%
Operating margin (%)   2.0% 2.0% 2.6% 2.3%   1.8% 1.6% 1.6% 1.1%   2.2%
Adjusted EBITDA margin (%)   3.5% 3.0% 9.5% 4.1%   3.2% 3.1% 2.7% 8.1%   4.3%
       
Number of employees           16,442                8,858                7,584           15,946             16,218           16,442                8,858                7,584           15,946

 

1 Includes amortization with contractual assets with customers – exclusive rights

2 Includes property, plant and equipment and additions to intangible assets, contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, financing of clients and rental advances (net of repayments) and acquisition of shareholdings

3 LTM adjusted EBITDA does not include impairment of Extrafarma for 4Q21, 3Q21 and 2021 and capital gain from the sale of ConectCar for 4Q21 and 2021

4th QUARTER OF 2021

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ULTRAPAR
CONSOLIDATED CASH FLOW
   
    In million of Reais   JAN - DEC
2021
 JAN - DEC
2021
(Financial Statements)1 
  JAN - DEC
2020
         
Cash flows from operating activities    
Net income for the period                   883.9                 818.6                 927.7
Adjustments to reconcile net income to cash provided by operating activities  
Share of loss (profit) of subsidiaries, joint ventures and associates                     17.6                   17.6                   43.6
Amortization of contractual assets with customers - exclusive rights                   282.5                 282.5                 289.4
Amortization of right to use assets                   359.5                 260.7                 328.3
Depreciation and amortization                1,017.7                 653.1                 938.8
PIS and COFINS credits on depreciation                     18.2                    7.1                   15.7
Interest and foreign exchange rate variations                1,436.8              1,133.9                 904.9
Deferred income and social contribution taxes                  (353.1)                (242.2)                 (87.9)
Current income and social contribution taxes                   427.8                 430.3                 659.3
(Gain) loss on disposal of property, plant and equipment and intangibles                  (183.2)                (184.2)                 (76.2)
Impairment                   427.5                      -                        -  
Expected losses on doubtful accounts                     (3.3)                   (3.1)                   13.9
Provision for losses in inventories                      0.8                   (0.8)                    0.3
Provision for post-employment benefits                     (2.6)                   (2.4)                 (23.0)
Equity instrument granted                     11.6                    9.4                   10.4
Provision for decarbonization - CBIOs                   161.3                 161.3                 124.3
Provision for tax, civil, and labor risks                     98.3                   93.3                   18.8
Other provisions and adjustments                      1.9                    2.3                   (0.8)
   
                 4,603.4              3,437.4              4,087.8
         
(Increase) decrease in current assets  
Trade receivables and reseller financing               (1,081.6)                (968.8)                 209.5
Inventories               (2,317.4)             (1,626.7)                (125.0)
Recoverable taxes                  (951.2)                (672.6)                (275.3)
Dividends received from subsidiaries and joint-ventures                      1.0                    1.0                    4.8
Other receivables                   (27.2)                 (24.4)                 (20.2)
Prepaid expenses                   (76.9)                 (61.6)                 (74.6)
 
Increase (decrease) in current liabilities  
Trade payables                2,918.3              2,425.8              1,147.5
Salaries and related charges                     84.3                   63.1                   63.0
Income and social contribution taxes                     12.8                   11.7                   16.1
Post-employment benefits                     (2.7)                   (2.8)                   (1.9)
Other payables                     (0.0)                 (36.4)                    0.3
Deferred revenue                   (11.7)                 (10.6)                   (9.3)
 
(Increase) decrease in non-current assets  
Trade receivables and reseller financing                     12.0                   12.0                 (73.0)
Recoverable taxes                   139.0                (153.5)                (863.7)
Escrow deposits                     70.5                 (43.3)                 (28.4)
Other receivables                     73.9                   73.9                 (27.8)
Prepaid expenses                     41.3                   36.0                   15.0
 
Increase (decrease) in non-current liabilities  
Post-employment benefits                     13.0                   11.9                   12.1
Provisions for tax, civil and labor risks                        -                     (0.0)                      -  
Other payables                   (16.3)                 (17.2)                 (49.3)
 
CBIOs acquisition                  (176.8)                (176.8)                (125.3)
Payments of contractual assets with customers - exclusive rights                  (420.3)                (420.3)                (356.0)
Contingency payments                   (25.2)                 (24.4)                 (45.4)
Income and social contribution taxes paid                  (276.4)                (230.0)                (342.7)
 
Net cash provided by (used in) operating activities - continuing operations                        -                1,603.4                      -  
 
Net cash provided by (used in) operating activities - discontinued operations                        -                   982.5                      -  
 
Net cash provided by (used in) operating activities                2,586.0              2,586.0              3,138.1
 
Cash flows from investing activities  
Financial investments, net of redemptions                2,027.5              1,863.1             (1,116.8)
Acquisition of property, plant and equipment               (1,306.9)             (1,028.4)                (965.7)
Acquisition of intangible assets                  (286.0)                (237.5)                (185.1)
Proceeds from disposal of investments                   159.7                 159.7                      -  
Capital increase in joint ventures                   (25.7)                 (25.7)                 (28.8)
Capital decrease in associates                      1.5                    1.5                      -  
Initial direct costs of right to use assets                   (14.9)                 (14.9)                      -  
Related parties                      2.3                    2.3                      -  
Proceeds from disposal of property, plant and equipment and intangibles                   166.6                 162.8                 160.0
 
Net cash provided by (used in) investing activities - continuing operations                        -                   882.9                      -  
 
Net cash provided by (used in) investing activities - discontinued operations                        -                 (158.7)                      -  
 
Net cash provided by (used in) investing activities                   724.1                 724.1             (2,136.4)
 
Cash flows from financing activities  
Loans and debentures  
Proceeds                1,462.2              1,383.6              3,591.6
Repayments               (2,922.2)             (2,426.2)             (2,795.0)
Interest paid                  (749.0)                (733.8)                (740.9)
Payments of leases2                  (440.6)                (320.2)                (360.8)
Dividends paid                  (705.8)                (705.8)                (284.8)
Related parties                     (0.2)                   (0.2)                   (2.5)
 
Net cash provided by (used in) financing activities - continuing operations                        -               (2,802.6)                      -  
 
Net cash provided by (used in) financing activities - discontinued operations                        -                 (553.0)                      -  
 
Net cash provided by (used in) financing activities               (3,355.5)             (3,355.5)               (592.3)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations                        -                     (4.5)                      -  
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations                        -                     56.6                      -  
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency                     52.0                   52.0                 136.7
 
Increase (decrease) in cash and cash equivalents - continuing operations                        -                 (320.8)                      -  
 
Increase (decrease) in cash and cash equivalents - descontinued operations                        -                   327.4                      -  
 
Increase (decrease) in cash and cash equivalents                      6.6                    6.6                 546.1
 
Cash and cash equivalents at the beginning of the period                2,661.5              2,661.5              2,115.4
 
Cash and cash equivalents at the end of the period - continuing operations                        -                2,280.1                      -  
 
Cash and cash equivalents at the end of the period - descontinued operations                        -                   388.0                      -  
 
Cash and cash equivalents at the end of the period                2,668.1              2,668.1              2,661.5
 
Transactions without cash effect:  
 
Addition on right to use assets and leases payable                   292.4                 228.0                 484.1
Addition on contractual assets with costumers - exclusive rights                   269.7                 269.7                 193.0
Reversion fund - private pension                      3.7                    2.7                   47.1
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition                      1.8                    1.8                      54.8

 

1 As disclosed on the Financial Statements for the year

2 Includes R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q21 and R$ 14 million related to the grant of Ipiranga's terminal in Belém in 3Q21


4th QUARTER OF 2021

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ULTRAGAZ
CONSOLIDATED BALANCE SHEET
       
    In million of Reais    DEC 21   DEC 20     SEP 21 
     
OPERATING ASSETS
Trade receivables               493.8             369.1               472.4
Non-current trade receivables                31.7              30.6                29.9
Inventories               184.8             139.0               177.3
Taxes                87.6             102.2                86.0
Escrow deposits               217.4             214.4               220.0
Other                71.1              79.7                79.1
Right to use assets                92.2             110.7                89.4
Property, plant and equipment / Intangibles            1,205.3          1,082.6            1,181.2
           
TOTAL OPERATING ASSETS            2,383.9          2,128.3            2,335.2
           
OPERATING LIABILITIES
Suppliers               154.4             103.4               119.5
Salaries and related charges                87.2              81.5                99.0
Taxes                15.9              24.6                15.8
Judicial provisions               122.2             128.4               124.2
Leases payable               130.3             150.3               141.4
Other                44.9              79.3                53.9
           
TOTAL OPERATING LIABILITIES               554.9             567.6               553.8


CONSOLIDATED INCOME STATEMENT
                   
     In million of Reais     4Q21     4Q20     3Q21    2021   2020
           
Net revenues            2,681.7            1,968.6            2,679.5            9,744.7            7,408.3
         
Cost of products sold           (2,346.3)         (1,708.1)           (2,352.7)           (8,626.3)           (6,310.2)
         
Gross profit               335.4               260.5               326.8            1,118.3            1,098.2
         
Operating expenses        
      Selling             (129.9)           (108.2)             (120.8)             (459.2)             (423.3)
      General and administrative               (51.3)             (62.7)               (53.1)             (202.0)             (196.9)
         
Other operating income                  0.7                1.1                  2.9                11.0                  8.3
Gain (loss) on disposal of property, plant and equipment and intangibles                 (0.4)                2.1                 (0.4)                  2.1                  8.0
         
Operating income (loss)               154.4                92.9               155.3               470.3               494.3
         
Share of profit of subsidiaries, joint ventures and associates                 (0.1)               (0.0)                 (0.0)                 (0.1)                 (0.1)
         
Adjusted EBITDA               222.0               154.4               220.5               729.3               729.1
         
Depreciation and amortization1                67.8              61.5                65.1               259.1               234.9
       
Ratios
     
   Gross margin (R$/ton)                 805               612                 721                 652               634
   Operating margin (R$/ton)                 371               218                 343                 274               285
   Adjusted EBITDA margin (R$/ton)                 533               363                 486                 425               421
                 
Number of employees             3,387             3,397             3,409             3,387             3,397


1 Includes amortization with contractual assets with customers - exclusive rights


4th QUARTER OF 2021

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ULTRACARGO
CONSOLIDATED BALANCE SHEET
       
    In million of Reais    DEC 21     DEC 20     SEP 21 
   
OPERATING ASSETS
Trade receivables                18.3              32.2                25.3
Inventories                  8.8                7.8                  8.7
Taxes                15.8              21.7                24.1
Other                20.3              31.0                23.8
Right to use assets               491.1             468.1               536.8
Property, plant and equipment / Intangibles / Investments            1,710.4          1,463.5            1,659.9
   
TOTAL OPERATING ASSETS            2,264.8            2,024.2            2,278.7
   
OPERATING LIABILITIES
Suppliers                42.1              81.3                44.9
Salaries and related charges                45.9              39.1                44.6
Taxes                  7.8                8.1                  5.2
Judicial provisions                  9.5              10.0                10.1
Leases payable               442.7             437.5               481.4
Other1                56.7              95.3                61.0
   
TOTAL OPERATING LIABILITIES               604.6               671.3               647.3


 1 Includes the long term obligations with clients account


CONSOLIDATED INCOME STATEMENT
                   
     In million of Reais     4Q21     4Q20     3Q21    2021   2020
       
Net revenues               187.4               166.0               177.8               713.1               644.2
         
Cost of services provided               (77.7)             (73.8)               (69.2)             (285.4)             (270.0)
       
Gross profit               109.7                92.1               108.7               427.7               374.2
       
Operating expenses        
      Selling                 (2.9)               (1.8)                 (2.2)                 (9.1)                 (6.9)
      General and administrative               (33.2)             (32.2)               (30.5)             (127.1)             (123.0)
       
Other operating income                 (0.2)               (2.3)                  0.8                  3.9                  8.9
Gain (loss) on disposal of property,plant and equipment and intangibles                 (1.8)               (1.0)                 (0.0)                 (1.8)                 (1.4)
       
Operating income (loss)                71.7                54.8                76.7               293.6               251.8
       
Share of profit of subsidiaries, joint ventures and associates                 (0.1)               (0.2)                  0.1                  0.6                  0.4
       
EBITDA               101.2                77.0               102.1               396.0               337.5
       
Depreciation and amortization                29.6              22.3                25.2               101.9                85.3
     
Ratios
     
   Gross margin (%)   58.6% 55.5%   61.1%   60.0% 58.1%
   Operating margin (%)   38.3% 33.0%   43.2%   41.2% 39.1%
   EBITDA margin (%)   54.0% 46.4%   57.4%   55.5% 52.4%
     
Number of employees               870               926               736               870                 926

 

4th QUARTER OF 2021

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OXITENO
CONSOLIDATED BALANCE SHEET
   
    In million of Reais    DEC 21     DEC 20     SEP 21 
   
OPERATING ASSETS
Trade receivables               994.2             875.6               987.7
Inventories            1,671.7          1,034.3            1,424.6
Taxes               655.1             741.7               648.2
Other                62.1             157.9                72.0
Right to use assets                31.9              45.8                36.5
Property, plant and equipment / Intangibles / Investments            2,967.3          2,881.4            2,880.2
     
TOTAL OPERATING ASSETS            6,382.3            5,736.7            6,049.2
     
OPERATING LIABILITIES
Suppliers            1,219.0             714.8            1,203.9
Salaries and related charges               176.9             158.4               159.9
Taxes                54.0              49.5                62.9
Judicial provisions                36.1              24.9                30.4
Leases payable                34.5              48.8                41.3
Other                84.1              42.4                70.8
           
TOTAL OPERATING LIABILITIES            1,604.6            1,038.7            1,569.3

 

CONSOLIDATED INCOME STATEMENT
                   
     In million of Reais     4Q21     4Q20     3Q21    2021   2020
         
Net revenues            2,012.5            1,476.8            1,981.5            7,102.8            5,210.7
       
Cost of products sold        
       Variable           (1,405.2)         (1,009.4)           (1,320.3)           (4,724.6)           (3,501.6)
       Fixed             (161.5)           (124.7)             (137.2)             (586.6)             (485.8)
       Depreciation and amortization               (64.8)             (52.3)               (57.0)             (229.6)             (201.3)
       
Gross profit               381.1               290.4               467.0            1,562.0            1,022.0
       
Operating expenses        
      Selling             (133.1)           (106.8)             (127.5)             (471.0)             (386.6)
      General and administrative             (131.4)           (120.6)             (124.4)             (497.3)             (433.0)
       
Other operating income                  4.1              85.2                22.0                27.8               159.2
Gain (loss) on disposal of property, plant and equipment and intangibles                 (1.1)               (5.0)                 (0.2)                 (0.9)                 (5.6)
       
Operating income (loss)               119.8               143.2               236.8               620.7               355.9
                   
Share of profit of subsidiaries, joint ventures and associates                 (0.1)               (0.2)                  0.2                  0.0                  0.4
       
Adjusted EBITDA               251.5               261.9               351.5            1,103.7               784.9
       
Depreciation and amortization                84.6              71.0                76.5               306.8               275.1
       
Cash flow hedge from bonds                47.2              47.9                38.0               176.2               153.5
       
Ratios
       
   Gross margin (R$/ton)               1,993             1,424               2,163               2,004               1,357
   Gross margin (US$/ton)                 357               264                 414                 371                 263
   Operating margin (R$/ton)                 626               702               1,097                 796                 472
   Operating margin (US$/ton)                 112               130                 210                 148                   92
   Adjusted EBITDA margin (R$/ton)               1,315             1,284               1,628               1,416               1,042
   Adjusted EBITDA margin (US$/ton)                 236               238                 311                 262                 202
       
Number of employees             1,871             1,851             1,873             1,871             1,851

4th QUARTER OF 2021

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IPIRANGA
CONSOLIDATED BALANCE SHEET
   
    In million of Reais    DEC 21   DEC 20     SEP 21 
   
OPERATING ASSETS
Trade receivables            3,453.5          2,546.6            3,119.6
Non-current trade receivables               447.5             460.6               451.4
Inventories            3,725.1          2,144.5            3,436.6
Taxes            2,001.3          1,412.8            1,820.3
Contractual assets with customers - exclusive rights            2,075.1          1,700.6            1,914.4
Other               485.2             503.8               481.2
Right to use assets            1,032.2          1,106.3            1,043.8
Property, plant and equipment / Intangibles / Investments            3,765.0          3,579.3            3,669.5
     
TOTAL OPERATING ASSETS          16,984.9        13,454.7          15,936.6
   
OPERATING LIABILITIES
Suppliers            5,513.9          2,886.9            4,773.3
Salaries and related charges               134.8              99.3               130.9
Post-employment benefits               208.5             262.4               269.0
Taxes               198.0             183.4               178.2
Judicial provisions               358.8             309.1               212.9
Leases payable               735.8             766.1               730.4
Other               292.1             259.4               370.3
   
TOTAL OPERATING LIABILITIES            7,442.1          4,766.7            6,665.0


CONSOLIDATED INCOME STATEMENT
       
     In million of Reais     4Q21     4Q20     3Q21    2021   2020
         
Net revenues          29,060.1          19,115.9          26,613.8          99,382.6          66,133.0
       
Cost of products and services sold         (28,003.6)       (18,414.3)         (25,891.8)         (96,110.4)         (63,609.9)
       
Gross profit            1,056.5               701.5               722.0            3,272.2            2,523.2
       
Operating expenses        
      Selling             (404.4)           (316.0)             (361.2)           (1,385.8)           (1,169.4)
      General and administrative             (301.7)           (156.3)             (184.9)             (846.4)             (538.3)
       
Other operating income                15.5              23.1                  5.2                74.6                42.8
Gain (loss) on disposal of property, plant and equipment and intangibles               128.4              46.7                17.9               183.9                80.0
       
Operating income (loss)               494.3               299.0               199.0            1,298.4               938.3
       
Share of profit of subsidiaries, joint ventures and associates                  0.4               (1.8)                  0.6                 (0.9)                 (0.9)
       
Adjusted EBITDA               703.8               487.5               398.1            2,086.7            1,711.7
       
Depreciation and amortization1               209.1             190.2               198.5               789.2               774.3
       
Ratios
         
   Gross margin (R$/m³)                 186               121                 123                 146                 118
   Operating margin (R$/m³)                   87                 51                   34                   58                   44
   Adjusted EBITDA margin (R$/m³)                 124                 84                   68                   93                   80
   Adjusted EBITDA margin (%)   2.4% 2.5%   1.5%   2.1%   2.6%
                   
Number of service stations             7,104             7,107             7,088             7,104             7,107
Number of employees             4,008             3,378             3,778             4,008             3,378


1 Includes amortization with contractual assets with customers - exclusive rights

4th QUARTER OF 2021

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EXTRAFARMA
BALANCE SHEET
         
    In million of Reais    DEC 21     DEC 20     SEP 21 
     
OPERATING ASSETS
Trade receivables                35.7              41.3                35.0
Inventories               578.2             520.6               527.0
Taxes                77.6             237.5                74.8
Other                30.3              25.2                33.3
Right to use assets               318.2             383.8               352.8
Property, plant and equipment / Intangibles               239.8             488.3               247.4
   
TOTAL OPERATING ASSETS            1,279.8            1,696.7            1,270.4
   
OPERATING LIABILITIES
Suppliers               225.5             237.8               194.2
Salaries and related charges                45.8              43.2                62.4
Taxes                15.7              18.5                14.9
Judicial provisions                  2.9                9.9                10.2
Leases payable               379.2             392.1               383.9
Other                15.6              19.3                19.2
   
TOTAL OPERATING LIABILITIES               684.8               720.8               684.8


INCOME STATEMENT
                   
     In million of Reais     4Q21     4Q20     3Q21    2021   2020
         
Gross revenues               527.7               548.0               509.6            2,096.3            2,106.4
       
Sales returns, discounts and taxes               (27.9)             (29.0)               (26.2)             (109.4)             (118.0)
       
Net revenues               499.8               518.9               483.4            1,986.9            1,988.4
       
Cost of products and services sold             (352.2)           (363.3)             (333.7)           (1,384.3)           (1,399.1)
       
Gross profit               147.6               155.6               149.7               602.6               589.3
       
Operating expenses             (161.5)           (156.9)             (175.3)             (681.6)             (653.6)
Other operating income                 (1.0)               (1.1)                  2.7                 (1.0)                 (1.8)
Gain (loss) on disposal of property, plant and equipment and intangibles                 (0.2)               (1.2)                  0.8                 (0.1)                 (3.6)
Impairment               (32.9)                  -                      -               (427.5)                    -  
       
Operating income (loss)               (48.1)                 (3.7)               (22.1)             (507.6)               (69.6)
         
EBITDA                 (9.0)                34.0                17.0             (353.5)                84.3
         
Depreciation and amortization                39.1              37.7                39.1               154.1               153.9
       
Ratios1
         
   Gross margin (%)   28.0% 28.4% 29.4% 28.7% 28.0%
   Operating margin (%)   (9.1%) (0.7%) (4.3%) (24.2%) (3.3%)
   EBITDA margin (%)   (1.7%) 6.2% 3.3% (16.9%) 4.0%
                     
Number of employees             5,713             5,921             5,838             5,713             5,921


1 Calculated based on gross revenues

193

 

ULTRAPAR PARTICIPAÇÕES S.A.


 Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 


Date, Hour and Place:

February 23, 2022, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City of and State of São Paulo, also contemplating participation through Microsoft Teams. 


Members in Attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, João Benjamin Parolin, Leonardo Remião Linden, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; (vi) in relation to item 1 and 2 below, the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz.


Matters discussed and resolutions:
1. To approve, after being examined and discussed, the financial statements of the Company, including the balance sheet and management report for the fiscal year ended on December 31, 2021, as well as the destination of net earnings for the year and the distribution of dividends, supported by the independent auditors report, and recommend their approval by the General Shareholders’ Meeting.
2. To approve, "ad referendum" to the Annual General Shareholders’ Meeting, the following destination of net earnings for the year ended on December 31, 2021, in the amount of R$850,463,948.89 (eight hundred and fifty million, four hundred and sixty-three thousand, nine hundred and forty-eight Reais and eighty-nine cents of Real), as described below:

a) R$42.523.197,44 (forty-two million, five hundred and twenty-three thousand, one hundred and ninety-seven Reais and forty-four cents of Real) will be allocated to the legal reserve;

b) R$403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the statutory reserve for investments; and

c) R$403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the payment of dividends to holders of common shares, of which R$218,073,611.40 (two hundred and eighteen million, seventy-three thousand, six hundred and eleven Reais and forty cents of Real) were paid as interim dividends as approved by the Board of Directors on August 11, 2021, in the proportion of R$0.20 (twenty cents of Real) per share; (ii) R$185,896,764.33 (one hundred and eighty-five million, eight hundred and ninety-six thousand, seven hundred and sixty-four Reais and thirty-three cents of Real) shall be paid to the shareholders as outstanding amount of the dividends approved herein, as of March 11, 2021, without remuneration or monetary adjustment, in the proportion of R$0.17040 per share.


The record dates for receiving the dividend approved herein will be March 3, 2022 in Brazil and March 7, 2022 in the United States of America. The Company’s shares will be traded “ex-dividends” on B3 S.A. – Brasil, Bolsa e Balcão and on the New York Stock Exchange from and including March 4, 2022 onwards.
3.
The members of the Board of Directors of the Company confirmed the issuance of 43,925 (forty-three thousand, nine hundred twenty-five) 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 Shareholders’ Meeting held in 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 therefore be represented by 1,115,151,608 (one billion, one hundred and fifteen million, one hundred fifty-one thousand, six hundred and eight) 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.
4. The members of the Board of Directors were updated on the proposals that will be submitted for shareholders’ approval upon the calling of the Annual General and Extraordinary Shareholders’ Meeting and manifested positively to these proposals.
5. The members of the Board of Directors approved the calling of the Annual General and Extraordinary Shareholders’ Meeting, that shall be held on April 13, 2022.
6. The members of the Board of Directors approved the changes on the Corporate Executive Compensation Policy, with immediate effect, as submitted by the Executive Board and recommended by the People Committee.
7. The members of the Board of Directors approved the election of Mr. Frederico Pinheiro Fleury Curado to compose the Strategy Committee, with a term coinciding with the term of office of the other members.
8. The members of the Board of Directors were updated on the annual report of the Audit and Risks Committee, as well as its recommendations to the Board of Directors.

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.

 

Pedro Wongtschowski – Chairman 

 

Frederico Pinheiro Fleury Curado  – Vice-Chairman

 

Alexandre Teixeira de Assumpção Saigh

 

Ana Paula Vitali Janes Vescovi

 

Flávia Buarque de Almeida

 

Jorge Marques de Toledo Camargo

 

José Galló

 

José Luiz Alquéres

 

José Mauricio Pereira Coelho

 

Otávio Lopes Castello Branco Neto

 

André Brickmann Areno – Secretary of the Board of Directors


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ULTRAPAR PARTICIPAÇÕES S.A.

Distribution of dividends

 

São Paulo, February 23, 2022Ultrapar Participações S.A. informs that the Board of Directors, at the meeting held today, approved the distribution of dividends, in the amount of R$ 185,896,764.33, equivalent to R$ 0.17040 per common share, to be paid from March 11, 2022 onwards, without remuneration or monetary adjustment. 

 

The record date that establishes the right to receive the dividend will be March 3, 2022 in Brazil, and March 7, 2022 in the United States. Therefore, from March 4, 2022 onwards, the shares 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).

 

The number of shares considered to calculate the dividend per share considers the issuance of 43,925 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.



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Corporate

Executive

Compensation

Policy -

Ultrapar

 



 

Revision: Feb 23, 2022

 

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PURPOSE

To establish the principles and criteria for executive’s compensation of Ultrapar Participações S.A. (“Ultrapar” or “Company”), ensuring the implementation of a competitive compensation strategy aligned to the best market practices and to the interests of the Company’s shareholders and other stakeholders.

 

  1. SCOPE

This Policy is applicable to the members of the Board of Directors, Advisory Committees, Fiscal Council and the Executive Board of the Company.

 

  1. DEFINITIONS

2.1.  COMPENSATION CONCEPT AND STRATEGY

The management of Ultrapar’s executive compensation has the main objectives of:

  • Guaranteeing competitiveness in relation to the target market, enabling the Company to attract and retain the best professionals for its management;
  • Aligning the interests across the members of the Company’s management and shareholders;
  • Recognizing outstanding performance, reinforcing meritocracy.

 

2.2.  COMPENSATION COMPOSITION

2.2.1.           BOARD OF DIRECTORS

The compensation of the members of the Board of Directors is composed exclusively of a fixed monthly fee and social security contributions. The amount is established based on the responsibility and complexity inherent to the position as well as the benchmarks for the comparative market.

The Chairman and the Vice Chairman earn a higher amount than the other directors due to the greater responsibility inherent to their positions.

If the director is a member of a statutory committee of the Company, the monthly amount received shall be increased by one third (33.3%) of the monthly fee. This compensation shall be increased by one half (50%) of the monthly amount, if the director exercise the function of Coordinator of the respective Committee.

If the director is a member of two or more statutory committees, the monthly amount to be received shall be increased by one half (50%) of the monthly amount.

 

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2.2.2.           FISCAL COUNCIL

The compensation of the members of the Fiscal Council is composed exclusively of a fixed monthly fee and social security contributions. The established amount is based on the responsibility and complexity inherent to the position as well as the benchmarks for the comparative market and may not be less than one tenth (10%) of the average monthly salary of the Company’s statutory executive officers.

The Chairman of the Fiscal Council earns a higher amount than the other members due to the greater responsibility inherent to the position.

 

2.2.3.           STATUTORY EXECUTIVE OFFICERS

Total Compensation (TC) of the Company’s executive officers includes:

  • Base salary (BS);
  • Short-term incentive (STI);
  • Long-term incentive (LTI);
  • NOTE: the executive officers shall also enjoy complementary benefits compatible with the market.

 

2.3.  MARKET REFERENCE

Ultrapar elaborates annual market surveys to analyze and establish guidelines for its practices of executive compensation. For this purpose, a selected market is considered based on the surveys of one or more specialized outside consultancies, as recommended by the People Committee (a statutory advisory committee to the Board of Directors).

Criteria for formation of the selected market:

  • Origin of capital: preferably domestically held, publicly traded companies and trans-national companies with material decision making power locally and/or significant representativeness in the market;
  • Size: sales comparable to Ultrapar or its Subsidiaries;
  • Operation: similar business model and/or operation;
  • HR policies and practices: companies with recognized good compensation practices.

 

2.4.  compensation mix

The ideal mix of compensation components (BS, STI and LTI) must take into account market benchmarks and best practices, in order to foster the creation of sustainable value for the Company.

 

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2.5.  base salary

2.5.1.        concepts and definitions

The structure of Ultrapar’s executive positions is divided into groups of positions, known as grids. These groups take into account the complexity of the activities performed and the responsibility as a result of their positions, according to a specialized consulting firm’s job evaluation points methodology.

 

2.5.2.        Annual salary review analysis

An annual survey of the reference market – described in item 2.3 – is carried out. In case of a need for salary adjustments, the issue will be examined by the People Committee for eventual submission for approval by the Board of Directors.

 

2.5.3.        participation in boards of subsidiaries

The participation of statutory executive officers of the Company on boards of directors or advisory boards of companies controlled by Ultrapar or by its subsidiaries shall not translate into additional compensation.

 

2.6.  short-term incentives (STI)

2.6.1.        concepts and definitions

The purpose of the Short-Term Incentive is to encourage the achievement of the Company’s short-term results and is directly linked to its financial and operational performance. The goals of the statutory executive officers are linked to the financial (financial goals) and operational (individual goals) performance of the Company.

Financial goals, which must have a preponderant weighting, are based on the amounts for economic and financial results established in the Strategic Plan and Annual Budget approved by the Board of Directors.

The individual goals must be of the “SMART” (Specific, Measurable, Agreed upon, Relevant, Time-bound) type and consistent with the strategies and objectives established in the Strategic Plan and Annual Budget approved by the Board of Directors.

All executives of the Company must have a minimum weight of 1/3 of their individual goals (or 10% of the total) related to ESG objectives.

To calculate the STI, it will be used the executive officer’s base salary for the month of December, except in case of promotion, when the calculation must be pro rata.

 

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2.7.  long-term incentive (LTI)

2.7.1.        concepts and definitions

Approved by the Annual General Shareholders’ Meeting held on April 19, 2017, the Long-Term Incentive Plan’s objective is to:

a)       Stimulate expansion and sustainable results of the Company and the achievement of its business goals, sharing the creation of value as well as the risks inherent to the business and the capital markets, fostering the alignment of the long-term interests across shareholders, managers and employees; and

b)       Reinforce the ability to attract, retain and effectively motivate highly qualified executives.

The Plan provides for the annual approval of an Incentive Program based on restricted and performance shares, 50% each, on target. All Ultrapar’s statutory executive officers are eligible to the LTI Plan.

The restricted and performance shares are described as:

  • Restricted shares: with transfer of ownership at the end of the vesting period;
  • Performance shares: with transfer of ownership at the end of the vesting period, conditional on meeting pre-established goals.

2.7.2.        composition and detailing of the lti

((Base salary of the executive officer in the grant month X salary multiple) – Income Tax) ÷ Share price (average for the last 30 trading days) = Quantity of shares granted The result of the calculation, on target, is distributed across the restricted shares and performance shares, considering:

Restricted Shares:

  • 50% of the shares resulting from the aforementioned calculation formula;
  • Frequency of annual concession;
  • Grace period for transfer of ownership of the shares (vesting): 3 years;
  • There will not be payment of dividends between the stock’s concession and vesting dates.

Performance Shares:

  • 50% of the shares resulting from the aforementioned calculation formula;
  • Frequency of annual concession;
  • The performance indicator should be determined on the basis of the Strategic Plan approved by the Board of Directors;
  • Grace period for transfer of ownership of the shares (vesting), if the performance goals pre-stablished are achieved: 3 years;
  • There will not be payment of dividends between the stock’s concession and vesting dates.

The Long-Term Incentive contracts must contain a malus clause, providing for the retention of unvested shares in case fraud or material errors are found in the financial statements that have improperly benefited the executive.

 

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2.7.3.        wITHdrawal rules

  • Request to resign: loss of rights to still unvested shares;
  • Dismissal with cause or motivated by ethical reasons, as determined by the Conduct Committee: loss of rights to unvested shares;
  • Retirement or dismissal without cause:
  • Restricted shares: anticipated vesting, pro rata temporis for the period worked;
  • Performance shares: vesting, pro rata temporis, for the period worked, subject to the terms and performance goals previously established; 

The People Committee might approve, on an exceptional basis and only in cases of retirement, the full vesting of shares granted and not yet transferred (unvested) to executives.

  • Dissolution or reorganization of the Company, that results in change of control of the Company: anticipated vesting and transfer of total of the restricted shares and performance shares (considering the target of the performance goals);
  • Decease or retirement for incapacity: anticipated vesting and transfer of the total number of restricted shares and performance shares (considering the target of the performance goals) shares to the participant or the estate, as appropriate.

 

  1. governance

It is incumbent on the People Committee, set forth in the Company’s Bylaws, to supervise the implementation of the Corporate Executive Compensation Policy.

The Committee shall periodically evaluate this Policy for its effectiveness and compliance with the principles established herein, submitting proposals for adjustments and improvements for approval of the Board of Directors.

This revision of the Policy will apply to remuneration that will be awarded in year of 2022 onwards. Therefore, the conditions of the existing contracts remain unchanged.

 


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: February 23, 2022                                                       


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer


(Parent’s Separate and Consolidated Financial Statements for the Year Ended December 31, 2021 and Report on Review of Financial Information, 4Q21 and 2021 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on February 23, 2022, Notice to shareholders and Corporate Executive Compensation Policy)