6-K 1 MainDocument.htm 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 Or 15d-16 Of

 

The Securities Exchange Act Of 1934

 

For the month of August 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.

 

Individual and Consolidated

Interim Financial Information as of

and for the Quarter Ended June 30,

2022 and Report on Review of

Interim Financial Information

 

 

 



 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

   

 


 

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

Ultrapar Participações S.A.

Report on Review of Interim Financial Information for the Three and Six-month Period Ended June 30, 2022

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 



Graphics

Deloitte Touche Tohmatsu

Av. Dr. Chucri Zaidan, 1.240 -

4º ao 12º andares - Golden Tower

04711-130 - São Paulo - SP

Brasil

 

Tel.: + 55 (11) 5186-1000

Fax: + 55 (11) 5181-2911

www.deloitte.com.br


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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended June 30, 2022, which comprises the balance sheet as at June 30, 2022 and the related statements of profit and loss and of comprehensive income for the three and six-month periods then ended, and of changes in equity and of cash flows for the six-month period then ended, including the explanatory notes.

Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the individual and consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the CVM.

Other matters

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the six-month period ended June 30, 2022, prepared under the responsibility of the Company’s Management and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.

Corresponding figures

The corresponding figures for the period ended June 30, 2021, presented for purposes of comparison, were previously reviewed by other independent auditors, who issued an unmodified report, dated August 3, 2022. The corresponding figures as of December 31, 2021, presented for purposes of comparison, were previously audited by other independent auditors, who issued an unmodified report, dated February 23, 2022.

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

São Paulo, August 3, 2022

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


Ultrapar Participações S.A. and Subsidiaries 

As of June 30, 2022 and December 31, 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

5.a

1,552,841

 

21,533

 

4,707,303

 

2,280,074

Financial investments and hedge derivative financial instruments

5.b

293,043

 

142,065

 

1,372,777

 

1,804,122

Trade receivables

6.a

 

 

3,879,814

 

3,375,246

Reseller financing

6.b

 

 

544,124

 

582,562

Inventories

7

 

 

6,010,547

 

3,918,772

Recoverable taxes

8.a

1,968

 

862

 

1,128,582

 

1,061,227

Recoverable income and social contribution taxes

8.b

70,166

 

56,499

 

293,479

 

291,833

Dividends receivable

 

48

 

146,490

 

29

 

147

Other receivables

6.c; 9.a.1

98,930

 

105,513

 

101,451

 

56,205

    Related parties
9.a 411,054
-
-
-

Prepaid expenses

11

8,578

 

7,548

 

143,126

 

98,024

Contractual assets with customers - exclusivity rights

12

 

 

579,389

 

555,052

 

 

2,436,628

 

480,510

 

18,760,621

 

14,023,264

Assets held for sale

4

924,303

 

2,681,730

 

1,595,446

 

11,000,917

Total current assets

 

3,360,931

 

3,162,240

 

20,356,067

 

25,024,181

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments and hedge derivative financial instruments

5.b

 

 

621,317

 

379,277

Trade receivables

6.a

 

 

72,100

 

63,749

Reseller financing

6.b

 

 

441,753

 

415,472

Related parties

9.a

-

 

406,787

 

 

490

Deferred income and social contribution taxes

10.a

109,400

 

72,402

 

812,078

 

571,755

Recoverable taxes

8.a

74

 

 

1,202,282

 

1,046,798

Recoverable income and social contribution taxes

8.b

23,877

 

23,483

 

128,284

 

155,358

Escrow deposits

23.a

18

 

18

 

871,365

 

871,261

Indemnification asset - business combination

23.c

 

 

120,223

 

120,991

Other receivables

6.c; 9.a.1

900,000

 

 

741,635

 

29,748

Prepaid expenses

11

2,277

 

1,748

 

64,891

 

71,368

Contractual assets with customers - exclusivity rights

12

 

 

1,646,153

 

1,524,174

Total long-term assets

 

1,035,646

 

504,438

 

6,722,081

 

5,250,441

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

13

8,823,653

 

8,266,396

 

117,193

 

78,593

Right-of-use assets, net

14

6,439

 

35,304

 

1,723,087

 

1,651,295

Property, plant and equipment, net

15

9,851

 

16,006

 

5,624,602

 

5,534,591

Intangible assets, net

16

251,785

 

252,585

 

1,751,169

 

1,471,256

Total non-current assets

 

10,127,374

 

9,074,729

 

15,938,132

 

13,986,176

 

 

 

 

 

 

 

 

 

Total assets

 

13,488,305

 

12,236,969

 

36,294,199

 

39,010,357

 

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



Ultrapar Participações S.A. and Subsidiaries 

Statements of Financial Position

As of June 30, 2022 and December 31, 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated


Note

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Liabilities







Current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

17

 

 

324,278

 

618,327

Debentures

17

1,791,547

 

39,333

 

3,382,782

 

2,247,724

Trade payables

18.a

21,959

 

26,882

 

4,155,965

 

3,670,895

Trade payables - reverse factoring

18.b

 

 

2,524,828

 

2,119,059

Salaries and related charges

19

48,485

 

55,477

 

321,438

 

330,103

Taxes payable

20

2,173

 

1,096

 

211,579

 

229,176

Dividends payable

25

404,874

 

193,564

 

413,709

 

202,860

Income and social contribution taxes payable

 

84,189

 

 

304,135

 

196,348

Post-employment benefits

21.b

237

 

237

 

21,170

 

21,082

Provision for asset retirement obligation

22

 

 

5,774

 

4,632

Provision for tax, civil and labor risks

23.a

 

 

37,518

 

119,942

Leases payable

14

1,861

 

6,129

 

206,645

 

188,832

Other payables

 

1,334

 

8,612

 

408,233

 

149,829

 

 

2,356,659

 

331,330

 

12,318,054

 

10,098,809

Liabilities directly associated with assets held for sale

4

 

 

671,599

 

2,541,421

   Total current liabilities

 

2,356,659

 

331,330

 

12,989,653

 

12,640,230










Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

17

 

 

5,178,368

 

8,672,547

Debentures

17

 

1,724,866

 

4,221,353

 

4,839,045

Related parties

9.a

7,405

 

4,674

 

3,492

 

3,534

Deferred income and social contribution taxes

10.a

 

 

292

 

282

Post-employment benefits

21.b

2,162

 

2,000

 

197,017

 

194,637

Provision for asset retirement obligation

22

 

 

53,221

 

52,079

Provision for tax, civil and labor risks

23.a; 23.c

136,103

 

250

 

987,715

 

812,243

Leases payable

14

5,463

 

32,893

 

1,215,283

 

1,159,479

Subscription warrants - indemnification

24

42,742

 

51,296

 

42,742

 

51,296

Provision for liabilities of joint ventures

13

89,831

 

14,199

 

101

 

Other payables

 

6,730

 

8,540

 

112,601

 

115,745

   Total non-current liabilities

 

290,436

 

1,838,718

 

12,012,185

 

15,900,887

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

25.a

5,171,752

 

5,171,752

 

5,171,752

 

5,171,752

Equity instrument granted

25.b

44,997

 

34,043

 

44,997

 

34,043

Capital reserve

 

597,132

 

596,481

 

597,132

 

596,481

Treasury shares

25.c

(488,425)

 

(488,425)

 

(488,425)

 

(488,425)

Revaluation reserve on subsidiaries

 

4,064

 

4,154

 

4,064

 

4,154

Profit reserves

 

4,866,409

 

4,866,409

 

4,866,409

 

4,866,409

Retained earnings

 

456,160

 

 

456,160

 

Accumulated other comprehensive income

 

189,121

 

(422,138)

 

189,121

 

(422,138)

Cumulative translation adjustments

 

 

304,645

 

 

304,645

Equity attributable to:

 

 

 

 

 

 

 

 

  Shareholders of the Company

 

10,841,210

 

10,066,921

 

10,841,210

 

10,066,921

  Non-controlling interests in subsidiaries

 

 

 

451,151

 

402,319

Total equity

 

10,841,210

 

10,066,921

 

11,292,361

 

10,469,240

   Total liabilities and equity

 

13,488,305

 

12,236,969

 

36,294,199

 

39,010,357

 

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


Ultrapar Participações S.A. and Subsidiaries

Periods ended June 30, 2022 and 2021

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


 

 

Parent

 

Consolidated

 

Note

 

04/01/2022 to

 

01/01/2022
to

 

04/01/2021
to

 

01/01/2021
to

 

04/01/2022
to

 

01/01/2022
to

 

04/01/2021
to

 

01/01/2021
to

 

 

 

06/30/2022

 

06/30/2022

 

06/30/2021

 

06/30/2021

 

06/30/2022

 

06/30/2022

 

06/30/2021

 

06/30/2021

Continuing operations

 

 

 

 

 

 

Re-presented

 

Re-presented

 

 

 

 

 

Re-presented

 

Re-presented

Net revenue from sales and services

26

 

 

 

 

 

36,879,377

 

68,382,668

 

26,346,286

 

48,376,042

Cost of products and services sold

27

 

 

 

 

 

(35,027,513)

 

(65,061,125)

 

(25,394,364)

 

(46,183,568)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

1,851,864

 

3,321,543

 

951,922

 

2,192,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

27

 

 

 

 

 

(546,599)

 

(1,049,387)

 

(443,388)

 

(859,382)

General and administrative

27

 

2,184

 

(4,258)

 

(12,119)

 

(12,119)

 

(408,218)

 

(746,420)

 

(321,552)

 

(639,107)

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

28

 

2,910

 

2,890

 

1

 

2

 

55,582

 

80,656

 

31,995

 

40,441

Other operating income (expenses), net

27

 

(1,254)

 

(1,246)

 

2,995

 

(19)

 

(136,878)

 

(239,198)

 

79,255

 

66,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

3,840

 

(2,614)

 

(9,123)

 

(12,136)

 

815,751

 

1,367,194

 

298,232

 

801,233

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

13

 

145,630

 

275,607

 

121,695

 

318,529

 

7,724

 

21,224

 

1,263

 

(10,874)

Income before financial result and income and social contribution taxes

 

 

149,470

 

272,993

 

112,572

 

306,393

 

823,475

 

1,388,418

 

299,495

 

790,359

Financial income

29

 

103,206

 

121,268

 

16,159

 

34,558

 

209,698

 

291,042

 

138,118

 

196,025

Financial expenses

29

 

(3,519)

 

(50,610)

 

(16,596)

 

(41,038)

 

(708,328)

 

(1,214,525)

 

(241,256)

 

(489,159)

    Financial result, net

29

 

99,687

 

70,658

 

(437)

 

(6,480)

 

(498,630)

 

(923,483)

 

(103,138)

 

(293,134)

Income before income and social contribution taxes

 

 

249,157

 

343,651

 

112,135

 

299,913

 

324,845

 

464,935

 

196,357

 

497,225

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

10.b; 10.c

 

154,659

 

163,473

 

 

 

(85,163)

 

(163,637)

 

(151,910)

 

(254,697)

Deferred

10.b

 

(13,846)

 

(9,249)

 

199

 

(2,635)

 

157,356

 

212,573

 

80,724

 

72,854

 

 

 

140,813

 

154,224

 

199

 

(2,635)

 

72,193

 

48,936

 

(71,186)

 

(181,843)

Net income from continuing operations

 

 

389,970

 

497,875

 

112,334

 

297,278

 

397,038

 

513,871

 

125,171

 

315,382

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from discontinued operations

4

 

62,897

 

407,244

 

(143,414)

 

(196,195)

 

62,897

 

407,244

 

(143,414)

 

(196,195)

Net income (loss) for the period

 

 

452,867

 

905,119

 

(31,080)

 

101,083

 

459,935

 

921,115

 

(18,243)

 

119,187

Income (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Shareholders of Ultrapar

 

 

452,867

 

905,119

 

(31,080)

 

101,083

 

452,867

 

905,119

 

(31,080)

 

101,083

  Non-controlling interests in subsidiaries

 

 

 

 

 

 

7,068

 

15,996

 

12,837

 

18,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

0.3575

 

0.4564

 

0.1032

 

0.2732

 

0.3575

 

0.4564

 

0.1032

 

0.2732

Diluted

30

 

0.3555

 

0.4539

 

0.1027

 

0.2718

 

0.3555

 

0.4539

 

0.1027

 

0.2718

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

0.0577

 

0.3733

 

(0.1318)

 

(0.1803)

 

0.0577

 

0.3733

 

(0.1318)

 

(0.1803)

Diluted

30

 

0.0573

 

0.3713

 

(0.1311)

 

(0.1794)

 

0.0573

 

0.3713

 

(0.1311)

 

(0.1794)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

0.4151

 

0.8297

 

(0.0286)

 

0.0929

 

0.4151

 

0.8297

 

(0.0286)

 

0.0929

Diluted

30

 

0.4129

 

0.8252

 

(0.0284)

 

0.0924

 

0.4129

 

0.8252

 

(0.0284)

 

0.0924


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


Ultrapar Participações S.A. and Subsidiaries

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

 

04/01/2022
to

 

01/01/2022
to

 

04/01/2021
to

 

01/01/2021
to

 

04/01/2022 to

 

01/01/2022
to

 

04/01/2021
to

 

01/01/2021
to

 

Note

06/30/2022

 

06/30/2022

 

06/30/2021

 

06/30/2021

 

06/30/2022

 

06/30/2022

 

06/30/2021

 

06/30/2021

 

 

 

 

 

 

Re-presented

 

Re-presented

 

 

 

 

 

Re-presented

 

Re-presented

Net income for the period

 

452,867

 

905,119

 

(31,080)

 

101,083

 

459,935

 

921,115

 

(18,243)

 

119,187

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net of taxes

 

377,310

 

611,703

 

225,832

 

105,906

 

377,252

 

611,749

 

225,839

 

105,913

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

13.a

(88,001)

 

(304,645)

 

(125,287)

 

(37,439)

 

(88,001)

 

(304,645)

 

(125,287)

 

(37,439)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(444)

 

(444)

 

 

 

(444)

 

(444)

 

 

Income and social contribution taxes on actuarial losses of post-employment benefits of subsidiaries

 

 

 

561

 

561

 

 

 

561

 

561

Total comprehensive income for the period

 

741,732

 

1,211,733

 

70,026

 

170,111

 

748,742

 

1,227,775

 

82,870

 

188,222

    Total comprehensive income for the period attributable to shareholders of Ultrapar

 

741,732

 

1,211,733

 

70,026

 

170,111

 

741,732

 

1,211,733

 

70,026

 

170,111

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

 

 

 

 

 

7,010

 

16,042

 

12,844

 

18,111

 

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



Ultrapar Participações S.A. and Subsidiaries

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Cumulative translation adjustments (i)

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Total equity

Balance as of December 31, 2021

 

5,171,752

 

34,043

 

596,481

 

(488,425)

 

4,154

 

792,533

 

4,073,876

 

(422,138)

 

304,645

 

 

 

10,066,921

 

402,319

 

10,469,240

Net income for the period

 

 

 

 

 

 

 

 

 

 

905,119

 

 

905,119

 

15,996

 

921,115

Other comprehensive income

 

 

 

 

 

 

 

 

611,259

 

(304,645)

 

 

 

306,614

 

46

 

306,660

Total comprehensive income for the period

 

 

 

 

 

 

 

 

611,259

 

(304,645)

 

905,119

 

 

1,211,733

 

16,042

 

1,227,775

Issuance of shares related to the subscription warrants - indemnification

 

 

 

651

 

 

 

 

 

 

 

 

 

651

 

 

651

Equity instrument granted

9.c; 25.b

 

10,954

 

 

 

 

 

 

 

 

 

 

10,954

 

 

10,954

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(90)

 

 

 

 

 

90

 

 

 

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

 

4

 

 

4

 

(4)

 

Gain due to change in ownership interest

 

 

 

 

 

 

 

 

 

 

950

 

 

950

 

(950)

 

Capital increase attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

35,182

 

35,182

Interest on capital

25.d

 

 

 

 

 

 

 

 

 

(450,003)

 

 

(450,003)

 

 

(450,003)

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,438)

 

(1,438)

Balance as of June 30, 2022

 

5,171,752

 

44,997

 

597,132

 

(488,425)

 

4,064

 

792,533

 

4,073,876

 

189,121

 

 

456,160

 

 

10,841,210

 

451,151

 

11,292,361



Ultrapar Participações S.A. and Subsidiaries

Statements of Changes in Equity

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais)


 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Cumulative translation adjustments (i)

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Total equity

Balance as of December 31, 2020

 

5,171,752

 

22,404

 

594,049

 

(489,068)

 

4,337

 

750,010

 

3,658,265

 

(464,990)

 

231,596

 

 

55,391

 

9,533,746

 

376,519

 

9,910,265

Net income for the period

 

 

 

 

 

 

 

 

 

 

101,083

 

 

101,083

 

18,104

 

119,187

Other comprehensive income

 

 

 

 

 

 

 

 

106,467

 

(37,439)

 

 

 

69,028

 

7

 

69,035

Total comprehensive income for the period

 

 

 

 

 

 

 

 

106,467

 

(37,439)

 

101,083

 

 

170,111

 

18,111

 

188,222

Issuance of shares related to the subscription warrants - indemnification

 

 

 

1,371

 

 

 

 

 

 

 

 

 

1,371

 

 

1,371

Equity instrument granted

9.c; 25.b

 

7,550

 

 

 

 

 

 

 

 

 

 

7,550

 

 

7,550

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(92)

 

 

 

 

 

92

 

 

 

 

Prescribed dividends

 

 

 

 

 

 

 

 

 

 

7,137

 

 

7,137

 

 

7,137

Gains arising from payments of fixed dividends to preferred shares of subsidiaries

 

 

 

 

 

 

 

 

 

 

138

 

 

138

 

(138)

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

 

79

 

 

79

 

(79)

 

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,337)

 

(10,337)

Approval of additional dividends by the Shareholders’ Meeting

 

 

 

 

 

 

 

 

 

 

 

(55,391)

 

(55,391)

 

 

(55,391)

Balance as of June 30, 2021

 

5,171,752

 

29,954

 

595,420

 

(489,068)

 

4,245

 

750,010

 

3,658,265

 

(358,523)

 

194,157

 

108,529

 

 

9,664,741

 

384,076

 

10,048,817


(i) Cumulative translation adjustment from discontinued operation. The accumulated effects were reclassified to income as a result of the sale of Oxiteno (see note 4.b).

 

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


Ultrapar Participações S.A. and Subsidiaries

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

    Parent    

 

Consolidated

 

Note

06/30/2022

 

06/30/2021

 

06/30/2022

 

06/30/2021

 

 

 

 

Re-presented

 

 

 

Re-presented

Cash flows from operating activities from continuing operations

 

 

 

 

 

 

 

 

Net income from continuing operations

 

497,875

 

297,278

 

513,871

 

315,382

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

 

 

 

 

 

 

 

 

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

13

(275,607)

 

(318,529)

 

(21,224)

 

10,874

Amortization of contractual assets with customers – exclusivity rights and right-of-use

12; 14

2,203

 

2,984

 

346,177

 

257,401

Depreciation and amortization

15; 16

909

 

3,030

 

359,056

 

321,998

Interest and foreign exchange rate variations

 

30,058

 

8,778

 

819,759

 

498,483

Current and deferred income and social contribution taxes

10.b

(154,225)

 

2,635

 

(48,936)

 

162,024

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

28

(2,910)

 

(2)

 

(80,656)

 

(40,441)

Equity instrument granted 

 

3,168

 

2,965

 

9,553

 

6,829

Provision for decarbonization - CBIO

27

 

 

306,361

 

64,920

Other provisions and others

 

2,876

 

1,569

 

43,618

 

(85,739)

 

 

104,347

 

708

 

2,247,579

 

1,511,731

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

6

 

 

(523,307)

 

(494,943)

Inventories

7

 

 

(2,094,566)

 

(855,041)

Recoverable taxes

8

(23,804)

 

5,460

 

(371,150)

 

(286,964)

Dividends received from subsidiaries, joint ventures and associates

 

206,442

 

479,726

 

117

 

124

Other assets

 

5,026

 

(32,070)

 

(120,196)

 

(11,414)

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

18

(4,923)

 

9,065

 

852,019

 

979,531

Salaries and related charges

19

(6,992)

 

(9,872)

 

(8,665)

 

(4,316)

Taxes payable

20

1,077

 

(70)

 

(17,598)

 

(9,938)

Other liabilities

 

(8,785)

 

5,315

 

88,380

 

(77,791)

Acquisition of CBIO

16

 

 

(449,270)

 

(59,019)

Payments of contractual assets with customers - exclusivity rights

12

 

 

(310,972)

 

(83,632)

Income and social contribution taxes paid

 

 

 

(138,337)

 

(100,311)

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

 

272,388

 

458,262

 

(845,966)

 

508,017

Net cash provided by operating activities from discontinued operations

 

 

 

39,387

 

770,055

Net cash provided by (used in) operating activities

 

272,388

 

458,262

 

(806,579)

 

1,278,072


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


Ultrapar Participações S.A. and Subsidiaries

Statements of Cash Flows - Indirect Method

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

    Parent   

 

Consolidated

 

 

06/30/2022

 

06/30/2021

 

06/30/2022

 

06/30/2021

 

 

 

 

Re-presented

 

 

 

Re-presented

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

5.b

(117,830)

 

(116,065)

 

733,389

 

1,692,566

Acquisition of property, plant and equipment and intangible assets

15; 16

(162)

 

(11,805)

 

(479,323)

 

(542,533)

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

1.b.2

 

 

3,980,699

 

Cash provided by disposal of investments and assets

1.b.2

2,212,298

 

 

2,313,111

 

68,437

Capital increase in subsidiaries, associates and joint ventures

13

(313,508)

 

(75,011)

 

(15,998)

 

(22,000)

Net effect of investment purchase and sale transactions

 

(212,368)

 

 

 

 

 

 

Transactions with discontinued operations

 

 

 

987,895

 

Related parties

9.a

 

350,669

 

 

(19,405)

Net cash provided by investing activities from continuing operations

 

1,568,430

 

147,788

 

7,519,773

 

1,177,065

Net cash used by investing activities from discontinued operations

 

 

 

(198,410)

 

(176,973)

Net cash provided by investing activities

 

1,568,430

 

147,788

 

7,321,363

 

1,000,092

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans and debentures

 

 

 

 

 

 

 

 

Proceeds

17

 

 

969,580

 

449,471

Repayments

17

 

(1,000,000)

 

(4,104,533)

 

(1,370,045)

Interest and derivatives paid

17

(70,758)

 

(69,923)

 

(678,882)

 

(343,016)

Payments of lease

 

 

 

 

 

 

 

 

Principal

14

(2,881)

 

(4,030)

 

(187,205)

 

(158,794)

Interest paid

14

(52)

 

(101)

 

(6,868)

 

(5,367)

Dividends paid

 

(238,694)

 

(477,408)

 

(241,080)

 

(488,600)

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

 

 

 

21,586

 

Related parties

 

2,875

 

468

 

403

 

(129)

Net cash used in financing activities from continuing operations

 

(309,510)

 

(1,550,994)

 

(4,226,999)

 

(1,916,480)

Net cash used in financing activities from discontinued operations

 

 

 

(171,881)

 

(167,522)

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(309,510)

 

(1,550,994)

 

(4,398,880)

 

(2,084,002)

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

 

 

 

(19,579)

 

11,075

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

 

 

 

(19,315)

 

(6,444)

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

 

1,531,308

 

(944,944)

 

2,427,229

 

198,793

Decrease in cash and cash equivalents - discontinued operations

 

 

 

(350,219)

 

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

5.a

21,533

 

948,649

 

2,280,074

 

2,661,494

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

 

 

 

387,980

 

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

5.a

1,552,841

 

3,705

 

4,707,303

 

2,860,287

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

 

 

 

37,761

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

14.a

 

2,486

 

252,232

 

103,455

Addition on contractual assets with customers - exclusivity rights

12

 

 

40,564

 

158,306

Reversal fund - private pension

21.a

 

 

3,107

 

3,706

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

24

651

 

1,371

 

651

 

1,371

 

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


Ultrapar Participações S.A. and Subsidiaries

Periods ended June 30, 2022 and 2021

(In thousands of Brazilian Reais, except percentages)

 

 

 

Parent

 

Consolidated

 

Note

06/30/2022

 

%

 

06/30/2021

 

%

 

06/30/2022

 

%

 

06/30/2021

 

%

 

 

 

 

 

 

Re-presented

 

 

 

 

 

 

 

Re-presented

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

26

 

 

 

 

 

 

70,971,920

 

 

 

50,714,868

 

 

Rebates, discounts and returns

26

 

 

 

 

 

 

(717,949)

 

 

 

(643,115)

 

 

Reversal (loss) allowance for expected credit losses

6

 

 

 

 

 

 

(22,545)

 

 

 

6,436

 

 

Amortization of contractual assets with customers - exclusivity rights

12

 

 

 

 

 

 

(205,028)

 

 

 

(128,879)

 

 

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

27; 28

1,644

 

 

 

(17)

 

 

 

(158,542)

 

 

 

107,248

 

 

 

 

1,644

 

 

 

(17)

 

 

 

69,867,856

 

 

 

50,056,558

 

 

Materials purchased from third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials used

 

 

 

 

 

 

 

(1,204,053)

 

 

 

(760,711)

 

 

Cost of products and services sold

 

 

 

 

 

 

 

(63,854,239)

 

 

 

(46,093,574)

 

 

Materials, energy, third-party services and other

 

110,455

 

 

 

73,821

 

 

 

(1,291,577)

 

 

 

(768,179)

 

 

Provision for losses of assets

 

 

 

 

 

 

 

11,999

 

 

 

407

 

 

 

 

110,455

 

 

 

73,821

 

 

 

(66,337,870)

 

 

 

(47,622,057)

 

 

Gross value added

 

112,099

 

 

 

73,804

 

 

 

3,529,986

 

 

 

2,434,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retentions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

14.a; 15; 16

(3,112)

 

 

 

(6,014)

 

 

 

(500,205)

 

 

 

(450,519)

 

 

Net value added produced by the Company

 

108,987

 

 

 

67,790

 

 

 

3,029,781

 

 

 

1,983,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value added received in transfer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

13

275,607

 

 

 

318,529

 

 

 

21,224

 

 

 

(10,874)

 

 

Rents and royalties

26

 

 

 

 

 

 

59,161

 

 

 

50,276

 

 

Financial income

29

121,268

 

 

 

34,558

 

 

 

291,042

 

 

 

196,025

 

 

 

 

396,875

 

 

 

353,087

 

 

 

371,427

 

 

 

235,427

 

 

Value added from continuing operations available for distribution

 

505,862

 

 

 

420,877

 

 

 

3,401,208

 

 

 

2,219,409

 

 

Value added from discontinued operations available for distribution

 

327,979

 

 

 

(196,195)

 

 

 

693,336

 

 

 

584,066

 

 

Total added value available for distribution

 

833,841

 

 

 

224,682

 

 

 

4,094,544

 

 

 

2,803,475

 

 

Distribution of value added

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and related charges

 

87,611

 

11

 

65,984

 

29

 

760,982

 

18

 

871,692

 

31

Taxes, fees, and contributions

 

(141,093)

 

(17)

 

14,968

 

7

 

993,987

 

24

 

652,107

 

23

Financial expenses and rents

 

61,469

 

7

 

42,647

 

19

 

1,132,368

 

28

 

380,228

 

14

Retained earnings

 

497,875

 

60

 

297,278

 

132

 

513,871

 

13

 

315,382

 

11

Value added from continuing operations distributed

 

505,862

 

61

 

420,877

 

187

 

3,401,208

 

83

 

2,219,409

 

79

Value added from discontinued operations distributed

 

327,979

 

39

 

(196,195)

 

(87)

 

693,336

 

17

 

584,066

 

21

Value added distributed

 

833,841

 

100

 

224,682

 

100

 

4,094,544

 

100

 

2,803,475

 

100

 

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


Ultrapar Participações S.A. and Subsidiaries

(In thousands of Brazilian Reais, unless otherwise stated)

1 Operations

 

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

 

The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 31. The activities related to the production and marketing of chemical products (“Oxiteno”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”) are presented as discontinued operations (see Note 4).

 

This interim financial information was authorized for issuance by the Board of Directors on August 3, 2022.

 

a. Principles of consolidation and investments in subsidiaries

 

a.1 Principles of consolidation

 

In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenues transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.

 

Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains the control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

a.2. Investments in subsidiaries

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


 

 

 

% interest in the share capital

 

 

 

 

06/30/2022

 

12/31/2021

 

 

 

 

Control

 

Control

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ipiranga Produtos de Petróleo S.A.

Brazil

Ipiranga

 

100

 

-

 

100

 

-

am/pm Comestíveis Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Icorban - Correspondente Bancário Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Limited

British Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Tropical Transportes Ipiranga Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Imobiliária Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Iconic Lubrificantes S.A.

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A. (1)

Brazil

Ultragaz

 

-

 

99

 

-

 

99

Ultragaz Comercial Ltda. 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda. (2)

Brazil

Ultragaz

 

-

 

100

 

-

 

100

    Utingás Armazenadora S.A.

Brazil

Ultragaz

 

-

 

57

 

-

 

57

Bahiana Distribuidora de Gás Ltda. (3)

Brazil

Ultragaz

 

-

 

100

 

-

 

100

LPG International Inc. (3)

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

Imaven Imóveis Ltda.

Brazil

Others

 

-

 

100

 

-

 

100

Imifarma Produtos Farmacêuticos e Cosméticos S.A. (4)

Brazil

Extrafarma

 

-

 

100

 

-

 

100

UVC Investimentos Ltda.

Brazil

Others

 

-

 

99

 

-

 

99

Centro de Conveniências Millennium Ltda. and subsidiaries

Brazil

Others

 

100

 

-

 

100

 

-

Oxiteno S.A. Indústria e Comércio (5)

Brazil

Oxiteno

 

-

 

-

 

100

 

-

Oxiteno Argentina Sociedad de Responsabilidad Ltda.

Argentina

Oxiteno

 

-

 

-

 

-

 

100

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

Brazil

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Uruguay S.A.

Uruguay

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno México S.A. de C.V.

Mexico

Oxiteno

 

-

 

-

 

-

 

100

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

Mexico

Oxiteno

 

-

 

-

 

-

 

100

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

Mexico

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno USA LLC

United States

Oxiteno

 

-

 

-

 

-

 

100

Global Petroleum Products Trading Corp. (6)

British Virgin Islands

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Europe SPRL

Belgium

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Colombia S.A.S.

Colombia

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Shanghai LTD.

China

Oxiteno

 

-

 

-

 

-

 

100

Empresa Carioca de Produtos Químicos S.A.

Brazil

Oxiteno

 

-

 

-

 

-

 

100

Ultracargo - Operações Logísticas e Participações Ltda.

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A. (7)

Brazil

Ultracargo

 

-

 

99

 

-

 

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultracargo Vila do Conde Logística Portuária S.A. (8)

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

Luxembourg

Others

 

100

 

-

 

100

 

-

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

Brazil

Others

 

-

 

100

 

-

 

100

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

Brazil

Others

 

100

 

-

 

100

 

-

Eaí Clube Automobilista S.A.

Brazil

Others

 

100

 

-

 

100

 

-


The percentages in the table above are rounded.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


(1) On August 1, 2022, the indirect subsidiary Companhia Ultragaz S.A. (“Ultragaz”), started being directly controlled by Ultrapar.
(2) Non-operating company in closing phase.
(3) On July 1, 2022, the indirect subsidiaries Bahiana Distribuidora de Gás Ltda. (“Bahiana”) and LPG International Inc. (“LPG”) started being controlled by Ultragaz.
(4) On May 18, 2021, the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more details, see note 4.c.1.
(5) On August 16, 2021, the Company announced the signing of an agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary’s balances to “assets and liabilities held for sale”. On April 1, 2022, the transaction was consummated.
(6) On January 27, 2022, the subsidiary Global Petroleum Products Trading Corp (“GPPT”) was dissolved.
(7) In April 2021, the name of subsidiary Terminal Químico de Aratu S.A - Tequimar was changed to Ultracargo Logística S.A.  (“Ultracargo Logística”).
(8) On April 29, 2022, the name of subsidiary Tequimar Vila do Conde Logística Portuária S.A was changed to Ultracargo Vila do Conde Logística Portuária S.A.

 

  1. Main events that occurred in the period

 

b.1 Clarifications on the impacts of the military conflicts between Russia and Ukraine

 

On February 24, 2022 there was a full-scale military invasion of Ukraine by Russian troops. Since then, global markets have experienced volatility and disruption following the escalation of geopolitical tensions and the onset of military conflict between these countries. While the duration and the impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has and may lead to market disruptions and significant volatility in commodity prices, including crude oil, which may affect the prices of petroleum-based fuel and the demand in the markets in which we operate. Furthermore, the governments of the United States and other countries have imposed economic sanctions on Russia, including politicians and corporate and banking entities. These sanctions, or even the threat of further sanctions, may lead Russia to take countermeasures or retaliatory actions, which may lead to further disruptions in the market and an increase in crude oil prices globally, which may negatively impact our business and operations.

 

In addition, any new global financial crisis could have a negative impact on our borrowing cost and on our ability to obtain future borrowings. Disruptions in the financial markets could also lead to a reduction in available commercial credit due to liquidity concerns of the counterparties. If we experience a decrease in demand for our products or an increase in the default rate on our receivables, or if we are unable to obtain borrowings, our business, financial condition and results of operations could be adversely affected.

 

b.2 Conclusion ("closing") of Oxiteno S.A. sale agreement

 

On August 16, 2021, the Company signed the agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“Oxiteno S.A.”) to Indorama Ventures PLC (“Indorama”). On March 7, 2022, the Administrative Council for Economic Defense (CADE) approved the transaction without restrictions. On April 1, 2022, all conditions precedent were met and the transaction was completed. The initial payment of US$ 1,150 million (equivalent to R$ 5,448 million)(1), adjusted for variations in working capital and net debt position of US$ 176 million (equivalent to R$ 834 million)(1), resulted in a total initial payment of US$ 1,326 (equivalent to R$ 6,282 million)(1), made on April 1, 2022. The final payment of US$ 150 million will be made in April 2024. This amount is still subject to final adjustments to working capital and net debt, as per note 4.b. The Company held a 100% interest in Oxiteno S.A.

 

(1) Amount converted into reais at the exchange rate on the closing date of the transaction (US$ 1.00 to R$ 4.7372).

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b.3 Approval of Extrafarma share purchase and sale agreement by CADE

 

On May 18, 2021 the Company signed the agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). On June 22, 2022, CADE approved the transaction, through the execution of a Merger Control Agreement (“Acordo em Controle de Concentrações - ACC”), providing for the divestment of 8 Extrafarma stores, which did not result in change in the enterprise value. For more information, see Note 34.a.

 

2 Basis of preparation and presentation of the interim financial information

 

The  individual and consolidated interim financial information ("quarterly information"), identified as Parent and Consolidated was prepared in accordance with the International Accounting Standard ("IAS") 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).

 

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

 

The presentation currency of the Company’s interim financial information is the Brazilian Real, which is the Company’s functional currency, unless otherwise stated.

 

The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the presented amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years.

 

The Company reviews its judgments, estimates and assumptions on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2021. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2021.

 

The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:

 

(i) derivative and non-derivative financial instruments measured at fair value;
(ii)
share-based payments and employee benefits measured at fair value;
(iii) deemed cost of property, plant and equipment.

 

The main accounting policies applied in the preparation of this interim financial information are set out in Note 3. The interim financial information was prepared considering the going concern assumption.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

3. Summary of significant accounting policies

 

This interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices. This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2021, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements. Therefore, this interim financial information focuses on new activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain a certain information.

 

The accounting policies have been consistently applied to all consolidated companies and are consistent with those used in the parent. There have been no changes with respect to such policies and methods for calculating estimates, except for the new accounting policies presented in note 3.a.

 

     a.   New accounting policies and changes in accounting policies adopted

 

The new standards and interpretations issued, up to the issuance of the Company's individual and consolidated interim financial information, are described below. The Company and its subsidiaries intend to adopt these new standards, amendments and interpretations, if applicable, when they become effective and do not expect to have a material impact arising from their application in its individual and consolidated interim financial information.

 

     a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on January 1, 2022, had no significant impact on the interim financial information for the three-month period ended June 30, 2022:

 

  • Amendments to IFRS 3 - Reference to the Conceptual Framework
  • Amendments to IAS 16 - Property- Plant and Equipment - Proceeds before Intended Use
  • Amendments to IAS 37 - Onerous Contracts - Cost of Fulfilling a Contract
  • Annual Improvements to the IFRSs Cycle 2018 - 2020 - Amendments to IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 9 - Financial instruments and IFRS 16 - Leases
  • Covid-19-Related Rent Concessions after June 30, 2021 - Amendments to IFRS 16

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


     a.2 Accounting policies not adopted

 

The following new standards, amendments to standards and interpretations to IFRSs issued by the IASB were not adopted because they were not effective in the period ended June 30, 2022, and the Company does not expect to have significant impact on the future financial statements and/or interim financial information:

 

  • Interest Rate Benchmark Reform - Phase 2 - Amendments to standards IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
  • Amendments to IFRS 10 - Consolidated Financial Statements and IAS 28 (amendments) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
  • Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
  • Amendments to IAS 1 and IFRS Practice Statement - Disclosure of Accounting Policies
  • Amendments to IAS 8 - Definition of Accounting Estimates
  • Amendments to IAS 12 - Deferred Tax Related to Assets and Liabilities arising from a Single Transaction

 

In order to be prepared for the transition of the IBORs, the Company is monitoring the pronouncements of the authorities, as well as the measures that have been adopted, aiming at the adaptation of the financial instruments to the new benchmarks. As of June 30, 2022, the Company and its subsidiaries do not have any operations linked to LIBOR. Therefore, the Company understands that there are not currently impacts from the LIBOR change on its operations.

  

4. Assets and liabilities of subsidiaries held for sale and discontinued operations

 

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

 

The Company recognized deferred taxes related to Extrafarma's impairment accounting and allocated it to discontinued operations.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


a. Extrafarma share sale and purchase agreement and other agreements

 

On May 18, 2021, the Company announced the signing of an 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 transaction will be settled in three installments as follows: 50% on the closing date and 25% on each the first and the second anniversary of the closing date, monetarily updated by the Interbank Deposits Interest Rate (CDI) rate + 0.5% p.a., with a guarantee provided by a shareholder of Pague Menos for the last two installments.

 

Furthermore, preemptive rights were granted to Company's shareholders who wished to acquire Extrafarma's shares, proportionally to their respective interests 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 held a general shareholders’ meeting on June 25, 2021 in which it 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 June 22, 2022, CADE approved the sale, through the execution of a Merger Concentration Agreement ("ACC"), providing for the divestment of 8 Extrafarma stores, which will not result in a change in the enterprise value, of R$700 million, which remains, however, subject to adjustments mainly due to variations in working capital and Extrafarma's net debt position on the closing date of the transaction. For more information, see Note 1.b.3.

 

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

 

As of December 31, 2021, the Company recorded an impairment in the amount of R$ 282,169, net of effects of deferred income and social contribution taxes, as allocated below:

 

 

Amount

Goodwill

68,273

Residual surplus value of fixed assets

160

Intangible assets arising from business combination

76,136

Property, plant and equipment

60,548

Right-of-use assets

38,957

Recoverable taxes

183,455

Impairment

427,529

Deferred income and social contribution taxes

(145,360)

Net impairment

282,169

 

In the six-month period ended June 30, 2022, the calculation of the impairment test of the assets was reassessed and no indication of additional impairment was identified.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

  

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. to Indorama. On April 1, 2022, the Company announced the conclusion of the transaction after approval by CADE without restrictions. For more information, see Note 1.b.2.

 

On June 30, 2022, the Company calculated the result from the conclusion of the transaction, considering the sales revenue, less write-off of the investment, plus transaction costs, as shown below:

 

 

Amount

Total value of Oxiteno’s purchase and sale agreement

6,994,191

Estimated working capital and net debt adjusments

18,465

Proceeds from settlement of intercompany loan held by Oxiteno S.A.

(3,980,702)

Adjustment to the present value on transaction closing date referring to installment deferred of settlement

(81,397)

Revenue from the sale of investments, net of adjustment to present value

2,950,557

    Cost of write-off of investment

(2,118,949)

Cumulative translation adjustments, net of cash flow hedging losses, reclassified to income statement

(277,045)

    Transaction costs

(77,843)

    Provision for indemnities

(136,103)

Gain on disposal of investments before effect of cessation of depreciation

340,616

    Cessation of depreciation

(51,372)

Gain with disposal of investments after effect of cessation of depreciation

289,244

    Current income and social contribution taxes

(256,226)

    Deferred income and social contribution taxes

46,247

Gain on disposal of investments, net

     79,265

 

For more information, see Note 1.b.2

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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 2022 and 2021, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, 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 as of June 30, 2022 are shown below:

 

Assets

Extrafarma

 

Eliminations (*)

 

Total

Current assets

 

 

 

 

 

Cash and cash equivalents

37,760

 

 

37,760

Trade receivables

123,193

 

 

123,193

Inventories

562,798

 

 

562,798

Recoverable taxes

66,843

 

 

66,843

Other assets

31,331

 

(4,582)

 

26,749

Total current assets

821,925

 

(4,582)

 

817,343

Non-current assets

 

 

 

 

 

Related parties

1,534

 

(1,534)

 

-

Deferred income and social contribution taxes

204,547

 

 

204,547

Recoverable taxes

21,655

 

 

21,655

Other assets

3,758

 

 

3,758

Total long-term assets

231,494

 

(1,534)

 

229,960

Right-of-use assets, net

326,759

 

 

326,759

Property, plant and equipment, net

144,131

 

 

144,131

Intangible assets, net

77,253

 

 

77,253

Total non-current assets

779,637

 

(1,534)

 

778,103

Total assets held for sale

1,601,562

 

(6,116)

 

1,595,446

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


Liabilities

Extrafarma

 

Eliminations (*)

 

Total

Current liabilities

 

 

 

 

 

Trade payables

208,944

 

 

208,944

Salaries and related charges

54,849

 

 

54,849

Taxes payable

18,463

 

 

18,463

Provision for tax, civil and labor risks

445

 

 

445

Leases payable

72,186

 

 

72,186

Other liabilities

8,024

 

(5,660)

 

2,364

   Total current liabilities

362,911

 

(5,660)

 

357,251

Non-current liabilities

 

 

 

 

 

Post-employment benefits

317

 

 

317

Provision for tax, civil and labor risks

2,016

 

 

2,016

Leases payable

309,800

 

 

309,800

Other liabilities

2,215

 

 

2,215

   Total non-current liabilities

314,348

 

 

314,348

   Total equity

924,303

 

(924,303)

 

   Total liabilities held for sale and equity

1,601,562

 

(929,963)

 

671,599

 

(*) Balances and transactions between the discontinued and continuing operations have been eliminated, mainly related to other receivables and other payables.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


c.2 The results for the period and cash flows from discontinued operations for the six-month period ended June 30, 2022 are shown below:



 

Oxiteno

 

Extrafarma

 

Eliminations (*)

 

Ultrapar

 

06/30/2022

Net revenue from sales and services

 

2,039,287

 

1,046,448

 

(7,241)

 

 

3,078,494

Cost of products and services sold

 

(1,580,000)

 

(720,460)

 

7,241

 

 

(2,293,219)

Gross profit

 

459,287

 

325,988

 

 

 

785,275

Selling, marketing and administrative

 

(201,365)

 

(363,317)

 

 

 

(564,682)

Other operating income, net

 

10,736

 

(6,425)

 

 

289,244

 

293,555

Operating income (loss)

 

268,658

 

(43,754)

 

 

289,244

 

514,148

Share of profit (loss) of associates

 

(231)

 

 

 

 

(231)

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

 

268,427

 

(43,754)

 

 

289,244

 

513,917

    Financial result, net

 

23,153

 

(21,656)

 

54,431

 

 

55,928

Income (loss) before income and social contribution taxes

 

291,580

 

(65,410)

 

54,431

 

289,244

 

569,845

Income and social contribution taxes

 

(16,924)

 

4,353

 

(18,507)

 

(209,979)

 

(241,057)

Net effect of cessation of depreciation (i)

 

51,372

 

27,084

 

 

 

78,456

Net income (loss) for the period

 

326,028

 

(33,973)

 

35,924

 

79,265

 

407,244

 

(*) Elimination between continuing and discontinued operations related to the intercompany loan between Ultrapar International and Oxiteno.

 

(i) As of January 1, 2022, the depreciation and amortization of assets classified as held for sale ceased, in compliance with item 25 of CPC 31/IFRS 


The impact of the proceeds from the sale of Oxiteno in the total amount of R$ 6.2 billion was considered in the statement of cash flows as a continuing operation, comprising the sale of the investment of approximately R$2.3 billion and the receipt of the intercompany loan owed by Oxiteno S.A. to Ultrapar International in the approximate amount of R$3.9 billion.



Oxiteno

 

Extrafarma

 

Eliminations

 

06/30/2022

Net cash (used in) provided by operating activities

      (81,558)

 

       (59,533)

 

         180,478

 

       39,387

Net cash (used in) provided by investing activities

  1,011,736

 

         (3,543)

 

    (1,206,603)

 

   (198,410)

Net cash (used in) provided by financing activities

(1,245,754)

 

         47,729

 

      1,026,144

 

   (171,881)

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

     (19,315)

 

                 -  

 

                  -  

 

     (19,315)

Increase (decrease) in cash and cash equivalents

    (334,891)

 

       (15,347)

 

                  19

 

   (350,219)

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

c.2.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 79,265, classified as income from discontinued operations in the consolidated financial statements. The income (loss) from discontinued operations consolidated was R$ 407,244 in the statement of income for the six-month period ended June 30, 2022.

c.3 The results and cash flows for the six-month period ended June 30, 2021, that were re-presented are shown below:



 

06/30/2021

 

Discontinued operations

 

 

 

06/30/2021

 

 

Originally presented

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

 

Re-presented

 

 

A

 

 

 

 

 

 

 

B

 

(A-B)

Net revenue from sales and services

 

52,476,338

 

3,108,719

 

1,003,700

 

(12,123)

 

4,100,296

 

48,376,042

Cost of products and services sold

 

(49,264,664)

 

(2,394,855)

 

(698,364)

 

12,123

 

(3,081,096)

 

(46,183,568)

Gross profit

 

3,211,674

 

713,864

 

305,336

 

 

1,019,200

 

2,192,474

Selling, marketing and administrative

 

(2,300,612)

 

(455,757)

 

(346,366)

 

-

 

(802,123)

 

(1,498,489)

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

 

40,148

 

373

 

(666)

 

-

 

(293)

 

40,441

Impairment of assets

 

(394,675)

 

-

 

(394,675)

 

-

 

(394,675)

 

-

Other operating income, net

 

65,904

 

1,744

 

(2,647)

 

 

(903)

 

66,807

Operating income (loss)

 

622,439

 

260,224

 

(439,018)

 

 

(178,794)

 

801,233

Share of profit (loss) of associates

 

(10,941)

 

(67)

 

 

 

(67)

 

(10,874)

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

 

611,498

 

260,157

 

(439,018)

 

 

(178,861)

 

790,359

    Financial result, net

 

(336,436)

 

(182,540)

 

(21,878)

 

161,116

 

(43,302)

 

(293,134)

Income (loss) before income and social contribution taxes

 

275,062

 

77,617

 

(460,896)

 

161,116

 

(222,163)

 

497,225

Income and social contribution taxes

 

(155,875)

 

(17,908)

 

98,656

 

(54,780)

 

25,968

 

(181,843)

Net income (loss) from continuing operations

 

 

 

 

 

 

315,382

Net income (loss) from discontinued operations

 

 

 

 

 

(196,195)

 

(196,195)

Net income (loss) for the period

 

119,187

 

59,709

 

(362,240)

 

106,336

 

(196,195)

 

119,187

Depreciation and amortization of intangibles and of right-of-use assets (i)

 

668,400

 

145,654

 

75,922

 

 

221,576

 

446,824

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



06/30/2021

 

Discontinued operations

 

06/30/2021

 

Originally presented

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

 

Re-presented

 

A

 

 

 

 

 

 

 

B

 

(A-B)

Net cash (used in) provided by operating activities

1,278,072

 

788,334

 

(15,700)

 

(2,579)

 

770,055

 

508,017

Net cash (used in) provided by investing activities

1,000,092

 

(156,795)

 

(20,178)

 

 

(176,973)

 

1,177,065

Net cash (used in) provided by financing activities

(2,084,002)

 

(464,927)

 

(12,444)

 

309,849

 

(167,522)

 

(1,916,480)

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

4,631

 

(6,444)

 

 

 

(6,444)

 

11,075

Increase (decrease) in cash and cash equivalents

198,793

 

160,168

 

(48,322)

 

307,270

 

419,116

 

(220,323)

 

c.3.1 Share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, was re-presented as discontinued operations in the total amount of R$ (196,195) in the statement of income for 2021.

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

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

 

The financial assets were classified based on business model of financial assets of the Company and its subsidiaries and are disclosed on note 32.j.

 

Cash, cash equivalents and financial investments (consolidated) amounted to R$ 6,701,397 as of June 30, 2022 (R$ 4,463,473 as of December 31, 2021) and are as follows:

 

a.              Cash and cash equivalents

 

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

 

 

Parent

 

Consolidated

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Cash and bank deposits

 

 

 

 

 

 

 

In local currency

1,934

 

2,554

 

274,096

 

317,907

In foreign currency

 

 

19,653

 

16,640

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities

1,550,907

 

18,979

 

4,411,337

 

1,943,164

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

 

 

2,217

 

2,363

Total cash and cash equivalents

1,552,841

 

21,533

 

4,707,303

 

2,280,074


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Financial investments and derivative financial instruments
 

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

 

 

Parent

 

Consolidated

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities and funds

293,043

 

142,065

 

784,812

 

1,607,608

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities and funds

 

 

417,371

 

103,239

Currency and interest rate hedging instruments (a)

 

 

791,911

 

472,552

Total financial investments and derivative financial instruments

293,043

 

142,065

 

1,994,094

 

2,183,399

Current

293,043

 

142,065

 

1,372,777

 

1,804,122

Non-current

 

 

621,317

 

379,277

 

(a)  Accumulated gains, net of income tax (see Note 32.i).

 

6 Trade receivables, reseller financing and other receivables (Consolidated)

 

a. Trade receivables

 

The breakdown of trade receivables is as follows:

 

 

06/30/2022

 

12/31/2021

Domestic customers

4,332,688

 

3,805,756

Domestic customers - related parties (see note 9.a.2)

-

 

57

Foreign customers

  3,566

 

3,137

Foreign customers - related parties (see note 9.a.2)

  3,418

 

4,400

 

4,339,672

 

3,813,350

(-) Allowance for expected credit losses

(387,758)

 

(374,355)

Total

3,951,914

 

3,438,995

Current

3,879,814

 

3,375,246

Non-current

72,100

 

63,749

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2022

4,339,672

3,623,456

102,440

33,646

24,880

46,694

508,556

12/31/2021

3,813,350

3,131,528

90,024

33,255

24,804

23,903

509,836

 

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

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2022

387,758

22,935

2,133

2,239

2,264

14,988

343,199

12/31/2021

374,355

21,962

1,595

3,049

2,761

14,926

330,062

 

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

 

Balance as of December 31, 2021

374,355

Additions

95,743

Reversals

(66,358)

Write-offs

(15,982)

Balance as of June 30, 2022

387,758

 

For more information on the allowance for expected credit losses, see Note 32.d.3.


b. Reseller financing

 

The breakdown of reseller financing is comprised as follows:

 

 

06/30/2022

 

12/31/2021

 

 

 

 

Reseller financing – Ipiranga

1,169,771

 

1,183,312

(-) Allowance for expected credit losses

(183,894)

 

(185,278)

 

985,877

 

998,034

Current

544,124

 

582,562

Non-current

441,753

 

415,472

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

06/30/2022

1,169,771

754,034

8,176

3,558

7,981

19,200

376,822

12/31/2021

1,183,312

770,008

19,260

24,290

14,373

26,685

328,696

 

The breakdown of the 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

06/30/2022

183,894

6,600

2,014

207

2,168

8,106

164,799

12/31/2021

185,278

1,514

6,410

8,697

6,255

9,892

152,510

 

 

Movements in allowance for expected credit losses are as follows:

Balance as of December 31, 2021

185,278

Additions

24,695

Reversals

(24,364)

Write-offs

(1,715)

Balance as of June 30, 2022

183,894

 

For more information on the allowance for expected credit losses, see Note 32.d.3.

 

c. Other receivables (Consolidated)

 

The breakdown of other receivables is comprised as follows:

 

 

06/30/2022

 

12/31/2021

Sale of subsidiary Oxiteno:

 

 

 

Receivables from sale of investments (i)

785,610

 

-

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

(78,132)

 

-

Other receivables

135,608

 

85,953

 

843,086

 

85,953

Current

101,451

 

56,205

Non-current

741,635

 

29,748

 

(i)  Refers to the final installment of the sale of Oxiteno, on amount of USD 150 million due in 2024. In May 2022, the parent Ultrapar made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Oxiteno to Ultrapar International.
(ii)  The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.1741%. The amount on 30 June includes present value realization and exchange variation of transaction closing date until 30 June, 2022.


57


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

7 Inventories (Consolidated)

 

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

 

 

06/30/2022

 

12/31/2021

Fuels, lubricants and greases

5,134,035

 

3,038,061

Raw materials

299,013

 

293,242

Liquified petroleum gas (LPG)

145,197

 

146,070

Consumable materials and other items for resale

206,811

 

115,275

Purchase for future delivery (1)

205,486

 

301,992

Properties for resale

20,005

 

24,132

 

6,010,547

 

3,918,772


(1) 

Refers substantially to ethanol, biodiesel and advances for fuel acquisition.

 

Movements in the provision for losses are as follows:

 

Balance as of December 31, 2021

13,078

Reversal of provision for adjustment to realizable value

(752)

Additions of obsolescence and other losses

3,394

Balance as of June 30, 2022

15,720


8 Recoverable taxes (Consolidated)

 

a. Recoverable taxes

 

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

 

 

06/30/2022

 

12/31/2021

ICMS (a.1)

952,266

 

893,206

PIS and COFINS (a.2)

1,312,864

 

1,177,513

Valued-added tax (IVA) of foreign subsidiaries

 

179

Others

65,734

 

37,127

Total

2,330,864

 

2,108,025

Current

1,128,582

 

1,061,227

Non-current

1,202,282

 

1,046,798


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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


(i) The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 952,266 (R$ 893,206 as of December 31, 2021) recognized, mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than the actual operation practiced by the subsidiary IPP.


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

 

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

 

(i) The balance of PIS and COFINS includes credits recorded under Laws 10,637/2002 and 10,833/2003, as well as amounts arising from a favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis. For further details, see note 27.

 

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 securitywhen allowed by law. Management estimates the realization of these credits within up to 5 years.

b. Recoverable income and social contribution taxes

 

Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments, with Management estimating the realization of these credits within up to 5 years.

 

 

Consolidated

 

06/30/2022

 

12/31/2021

IRPJ and CSLL

421,763

 

447,191

Current

293,479

 

291,833

Non-current

128,284

 

155,358



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

 9 Related parties

a. Related parties

 

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

 

a.1 Parent

 

 

06/30/2022

 

Assets 

 

Liabilities  

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income (expenses)

Ipiranga Produtos de Petróleo S.A.

411,054 (1)

 

942,514 (2)

 

 

33

 

24,808 (1)

Cia Ultragaz S.A.

 

15,684

 

 

 

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

5,409

 

4,530

 

404

 

Ultracargo Logística S.A.

 

4,940

 

 

 

Eaí Clube Automobilista S.A.

 

606

 

 

 

UVC Investimentos Ltda.

 

38

 

 

 

am/pm Comestíveis Ltda.

 

225

 

 

 

Iconic Lubrificantes S.A.

 

3

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

 

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

 

 

 

489

 

Others

 

 

 

43

 

Total

411,054

 

969,419

 

7,405

 

969

 

24,808

 

 

12/31/2021

 

06/30/2021

 

Assets 

 

Liabilities  

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income (expenses)

Ipiranga Produtos de Petróleo S.A.

406,787 (1)

 

71,585

 

 

1,085

 

7,789 (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

406,787

 

96,926

 

4,674

 

8,613

 

7,789

 

(1) In March 2021, the subsidiary IPP carried out its nineth private offering in one single series of 400,000 debentures at face value of R$ 1,000.00 (thousand Brazilian Reais) each, nonconvertible into shares, unsecured, with maturity on March 31, 2024 and semiannual interest linked to DI, fully subscribed by the Company. The amount was received on July 28, 2022.

 

(2) Substantially composed of the partial advance in the amount of R$ 900,000 in which the Ultrapar, through the purchase and sale agreement, acquires Ultragaz from the subsidiary Ipiranga. The referred transaction of sale and purchase was realized between companies under common control, where the Parent company takes direct control of Ultragaz, as such, IFRS 3 – Business Combinations is not applied.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


a.2 Consolidated

 

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

 

 

06/30/2022

 

 Loans (1)

 

Commercial transactions

 

Trading transactions

 

Liabilities

 

Receivables

 

Trade payables

 

Sales and services provided

 

Purchases

Química da Bahia Indústria e Comércio S.A.

2,875

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

 

 

395

 

 

115,698

União Vopak Armazéns Gerais Ltda.

 

 

 

392

 

Latitude Logística Portuária S.A.      

 

 

260

 

 

Nordeste Logística I S.A.

 

 

23

 

 

Nordeste Logística III S.A.

 

 

11

 

 

Chevron (Thailand) Limited (2)

 

 

109

 

 

799

Chevron Latin America Marketing LLC (2)

 

31

 

 

 

Chevron Lubricants Oils S.A. (2)

 

142

 

-

 

475

 

Chevron Marine Products (2)

 

3,025

 

 

6,773

 

Chevron Oronite Brasil LTDA. (2)

 

 

105,229

 

 

68,798

Chevron Products Company (2)

 

 

 

 

315,678

Chevron Belgium NV  (2)

 

 

30,306

 

 

3,492

Chevron Petroleum CO Colombia  (2)

 

220

 

 

220

 

Others (1)

617

 

 

 

 

Total

3,492

 

3,418

 

136,333

 

7,860

 

504,465

(1) Loans contracted have indefinite terms and do not contain remuneration clauses.

(2) Non-controlling shareholders and other related parties of the Iconic.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

12/31/2021

 

06/30/2021

 

 Loans (1)

 

Commercial transactions

 

Trading transactions

 

Assets


Liabilities

 

Receivables

 

Trade payables

 

Sales and services provided

 

Purchases

Química da Bahia Indústria e Comércio S.A.


2,875

 

 

 

 

Refinaria de Petróleo Riograndense S.A.


 

 

90,761

 

 

304,996

ConectCar Soluções de Mobilidade Eletrônica S.A.


 

 

 

600

 

38

União Vopak Armazéns Gerais Ltda.


 

57

 

 

 

Chevron (Thailand) Limited (2)


 

204

 

 

246

 

407

Chevron Brasil Óleos Básicos LTDA (2)


 

 

 

 

Chevron Lubricants Lanka PLC (2)


 

 

 

164

 

Chevron Lubricants Oils S.A. (2)


 

319

 

 

415

 

Chevron Marine Products (2)


 

3,663

 

 

4,475

 

Chevron Oronite Brasil LTDA. (2)


 

 

53,378

 

 

81,193

Chevron Products Company (2)


 

 

158,557

 

 

332,106

Chevron Belgium NV (2)


 

 

821

 

 

3,861

Chevron Petroleum CO Colombia (2)


 

214

 

 

 

Others (1)

490


659

 

 

 

 

Total

490


3,534

 

4,457

 

303,517

 

5,900

 

722,601

 

(1) Loans contracted have indefinite terms and do not contain remuneration clauses.

(2) Non-controlling shareholders and other related parties of the Iconic.

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Key executives (Consolidated)

 

The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.

 

Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. For more details about post-employment benefits see Note 21.b.

 

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

 

 

06/30/2022

 

06/30/2021

Short-term compensation

29,044

 

21,657

Stock compensation

7,018

 

6,217

Post-employment benefits

1,357

 

1,335

Total

37,419

 

29,209

  

c. 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 grant of the rights subject to uninterrupted employment of the participant during the period. The volume of shares and the executives eligible are determined by the Board of Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors members are not eligible to participate in the stock plan. The fair value of the grants was determined on the grant date based on the market value of the shares on 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 individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

Grant date

Number of shares granted

Vesting period

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

Total grant costs, including taxes

 

Accumulated recognized grant costs

 

Accumulated unrecognized grant costs

March 4, 2016

66,664

2023

32.72

9,025

 

(8,738)

 

287

Balance as of June 30, 2022

66,664

 

 

9,025

 

(8,738)

 

287

 

 

For the six-month period ended June 30, 2022, the amortization in the amount of R$ 298 (reversal of R$ 1,248 in the six-month period ended June 30, 2021 – re-presented) was recognized as a general and administrative expense.

 

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

 

Balance as of December 31, 2021

 

133,332

Shares vested and transferred to the executives

 

(66,668)

Balance as of June 30, 2022

 

66,664

 

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

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

The table below summarizes the restricted and performance stock programs:

Program

Grant date

Number of shares granted

Vesting period

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

Total grant costs, including taxes


Accumulated recognized grant costs


Accumulated unrecognized grant costs

Restricted

November 8, 2017

2,340

2022

38.19

443


(433)


10

Restricted

April 4, 2018

5,550

2023

34.35

1,069


(1,015)


53

Performance

April 4, 2018

5,550

2023

34.35

356


(303)


54

Restricted

September 19, 2018

80,000

2024

19.58

2,161


(1,350)


811

Restricted

September 24, 2018

80,000

2024

18.40

2,030


(1,269)


761

Restricted

April 3, 2019

73,148

2023 and 2024

23.25

4,743


(3,893)


850

Performance

April 3, 2019

73,148

2023 and 2024

23.25

3,122


(2,272)


850

Restricted

September 2, 2019

320,000

2025

16.42

7,247


(3,422)


3,825

Restricted

April 1, 2020

179,004

2023 to 2025

12.53

4,238


(2,515)


1,723

Performance

April 1, 2020

219,230

2023 to 2025

12.53

4,178


(2,454)


1,724

Restricted

September 16, 2020

300,000

2026

23.03

9,530


(2,912)


6,618

Restricted

April 7, 2021

407,643

2024

21.00

16,008


(6,670)


9,338

Performance

April 7, 2021

411,219

2024

21.00

16,008


(6,670)


9,338

Restricted

September 22, 2021

1,000,000

2027

14.17

19,545


(2,715)


16,830

Restricted

April 6, 2022

764,322

2025

14.16

20,233


(1,686)


18,547

Performance

April 6, 2022

764,322

2025

14.16

20,233


(1,686)


18,547

 

4,685,476

 

 

131,144


(41,265)


89,879

 

For the six-month period ended June 30, 2022, a general and administrative expense in the amount of R$ 14,199 was recognized in relation to the Plan (R$ 8,546 for the six-month period ended June 30, 2021 – re-presented).

 

Balance as of December 31, 2021

 

4,415,294

Shares granted on April 6, 2022

 

1,528,644

Cancellation of granted shares due to termination of executive employment

 

(785,042)

Shares transferred (vesting)

 

(473,420)

Balance as of June 30, 2022

 

4,685,476



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

10 Income and social contribution taxes

 

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

 

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

 

 

Parent

 

Consolidated

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

46,424

 

57,924

Provision for tax, civil and labor risks

46,275

 

 

220,135

 

188,236

Provision for post-employment benefits

815

 

760

 

75,532

 

73,335

Provision for differences between cash and accrual basis (i)

 

 

166,651

 

24,754

Goodwill

 

 

3,685

 

4,825

Business combination – tax basis vs. accounting basis of goodwill

 

 

18,559

 

18,699

Provision for asset retirement obligation

 

 

17,877

 

16,991

Provision for suppliers

4,980

 

6,354

 

87,327

 

39,364

Provision for profit sharing and bonus

7,092

 

9,541

 

36,841

 

44,876

Leases payable

301

 

1,264

 

50,793

 

41,463

Change in fair value of subscription warrants

8,284

 

10,957

 

8,284

 

10,957

Provision for deferred revenue

 

 

15,257

 

15,643

Other provisions

 

85

 

2,860

 

2,769

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

41,653

 

43,441

 

176,050

 

148,345

Total

109,400

 

72,402

 

926,275

 

688,181

Offset liability balance

 

 

(114,197)

 

(116,426)

Net balances of deferred tax assets

109,400

 

72,402

 

812,078

 

571,755

Liabilities - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of PP&E

 

 

396

 

408

Leases payable

 

 

129

 

138

Provision for differences between cash and accrual basis (i)

 

 

9,440

 

19,664

Provision for goodwill

 

 

27,691

 

28,676

Business combination - fair value of assets

 

 

64,476

 

66,079

Temporary differences on subsidiaries abroad

-

 

-

 

204

 

-

Other provisions

 

 

12,153

 

1,743

Total

 

 

114,489

 

116,708

Offset asset balance

 

 

(114,197)

 

(116,426)

Net balance of deferred tax liabilities

 

 

292

 

282

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2021

72,402

 

571,473

Deferred IRPJ and CSLL recognized in income for the year

(9,249)

 

212,573

Deferred IRPJ and CSLL recognized in income for the year from discontinued operation

46,247

 

46,247

Deferred IRPJ and CSLL recognized in other comprehensive income

-

 

(18,507)

Balance as of June 30, 2022

109,400

 

811,786


b. Reconciliation of income and social contribution taxes

 

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

 

 

Parent

 

Consolidated

 

06/30/2022

 

06/30/2021

 

06/30/2022

 

06/30/2021

 

 

 

Re-presented

 

 

 

Re-presented

Income before taxes

343,651

 

299,913

 

464,935

 

497,225

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(116,841)

 

(101,970)

 

(158,078)

 

(169,057)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(4,539)

 

(8,965)

 

(13,152)

 

(23,152)

Nontaxable revenues (ii)

5,116

 

 

18,709

 

2,386

Adjustment to estimated income (iii)

 

 

8,172

 

1,286

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

 

 

(1,867)

 

(28,057)

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

93,706

 

108,300

 

7,216

 

(3,697)

Interest on capital

153,001

 

 

153,004

 

24,136

Other adjustments

23,781

 

-

 

3,205

 

166

Income and social contribution taxes before tax incentives

154,224

 

(2,635)

 

17,209

 

(195,989)

Tax incentives – SUDENE (10.c)

 

 

31,727

 

14,146

Income and social contribution taxes in the income statement

154,224

 

(2,635)

 

48,936

 

(181,843)

Currents

163,473

 

 

(163,637)

 

(254,697)

Deferreds

(9,249)

 

(2,635)

 

212,573

 

72,854

Effective IRPJ and CSLL rates - %

(44.9)

 

0.9

 

(10.5)

 

36.6



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


(i) Consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative results of foreign subsidiaries and certain provisions.
(ii) Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary adjustment (SELIC) in the repetition of undue tax lawsuits.
(iii) Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution losses are calculated on a basis equal to 32% of the operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries.
(iv) See Note 10.d.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c. Tax incentives – SUDENE

 

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

 

Subsidiary

Units

Incentive - %

Expiration

Bahiana Distribuidora de Gás Ltda.

Mataripe base

75

2024

 

Caucaia base

75

2025

 

Juazeiro base

75

2026

 

Aracaju base

75

2027

 

Suape base

75

2027

Ultracargo Logística S.A.

Aratu Terminal

75

2022

 

Suape Terminal

75

2030

 

Itaqui Terminal

75

2030

 

d. Tax losses carryforwards

 

As of June 30, 2022, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and negative basis of CSLL, whose annual compensations are limited to 30% of taxable income in a given tax year, which do not expire.

 

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

 

 

06/30/2022

 

12/31/2021

Oil Trading

56,032

 

53,839

Ultrapar (i)

41,653

 

43,441

Abastece aí

55,603

 

41,065

Ultracargo Vila do Conde

16,790

 

9,861

Others

5,972

 

139

 

176,050

 

148,345

 

(i) Include the amount of R$ 30,619 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of June 30, 2022 (R$ 8,510 as of December 31, 2021).

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

 

 

06/30/2022

 

12/31/2021

 

 

 

 

Integra Frotas

12,585

 

11,769

Millennium

4,225

 

3,174

 

16,810

 

14,943


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

11 Prepaid expenses (Consolidated)

 

 

06/30/2022

 

12/31/2021

Rents

42,169

 

54,327

Advertising and publicity

40,540

 

28,410

Insurance premiums

49,549

 

26,917

Software maintenance

31,701

 

19,863

Employee benefits

7,902

 

8,362

IPVA and IPTU

6,179

 

1,553

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

19,523

 

19,831

Other prepaid expenses

10,454

 

10,129

 

208,017

 

169,392

Current

143,126

 

98,024

Non-current

64,891

 

71,368

 

12 Contractual assets with customers - exclusivity rights (Consolidated)

 

Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations and major customers that are recognized at the time of their occurrence and recognized as reductions of the revenue from sales and services in the statement of income according to the conditions established in the agreement, being reviewed as changes occur under the terms of the agreements. The contracts have an average term of five years, with amortization in accordance with the contractual terms.

 

Changes are shown below:

 

Balance as of December 31, 2021

2,079,226

Additions

351,537

Amortizations

(205,028)

Transfers

(193)

Balance as of June 30, 2022

2,225,542

Current

579,389

Non-current

1,646,153

 

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

13 Investments in subsidiaries, joint ventures and associates 

 

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

 

 

 


 

 

Parent

 

Equity


Interest in share capital - %

 

Investment

 

Share of profit (loss) of subsidiaries

 

 

06/30/2022


12/31/2021

 

06/30/2022


06/30/2021

Subsidiaries

 


 

 

 


 

 

 


Re-presented

Ultracargo - Operações Logísticas e Participações Ltda.

1,512,597


100

 

1,512,597


1,474,889

 

96,351


75,949

Ipiranga Produtos de Petróleo S.A. (i)

7,126,309


100

 

7,126,309


6,662,244

 

303,926


357,411

Ultrapar International S.A.

(89,831)


100

 

(89,831)


(14,199)

 

(111,557)


(92,464)

UVC

38,537


100

 

38,537


36,491

 

(1,414)


(3,017)

Centro de Conveniências Millennium Ltda.(iii)

11,249


100

 

11,249


9,328

 

(3,127)


(1,134)

Eaí Clube Automobilista S.A.

105,149


100

 

105,149


78,896

 

(28,648)


(20,868)

Joint ventures

 


 

 

 


 

 

 


 

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

7,056


50

 

3,528


 


Refinaria de Petróleo Riograndense S.A.

114,442


33

 

37,999


16,622

 

19,717


2,292

Negative equity from joint ventures

 


 

 

 


 

 

 


 

Refinaria de Petróleo Riograndense S.A.

(35,282)


33

 

(11,715)


(12,074)

 

359


360

Total investments in the parent

 


 

 

8,823,653


8,266,396

 

275,607


318,529

Total provision for equity deficit of the Parent

 


 

 

(89,831)


(14,199)

 

 


 

Total

 


 

 

8,733,822


8,252,197

 

 


 

 

The percentages in the table above are rounded.

 

(i)  Balances are presented net of the effects of discontinued operations. For more details, see note 4.
(ii) The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.
(iii) Balances are accounted for under the equity method of accounting based on information as of May 31, 2022.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 

 


 


 

 

Consolidated

 

Equity


Profit (loss) for the period


Interest in share capital - %

 

Investment

 

Share of profit (loss) of subsidiaries

 

 

06/30/2022


12/31/2021

 

06/30/2022


06/30/2021

Joint ventures

 


 


 

 

 


 

 

 


Re-presented

. União Vopak – Armazéns Gerais Ltda (1)

15,002


(1,670)


50

 

7,501


8,336

 

(835)


577

Refinaria de Petróleo Riograndense S.A. (2)

114,442


59,381


33

 

37,999


16,622

 

19,717


2,292

ConectCar Soluções de Mobilidade Eletrônica S.A. (3)



 


 


(12,324)

Latitude Logística Portuária S.A (4)

21,454


1,501


50

 

10,727


9,978

 

751


(1,435)

Navegantes Logística Portuária S.A (4)

62,053


(4,823)


33

 

20,684


22,289

 

(1,608)


(1,624)

Nordeste Logística I S.A. (4)

15,888


4,626


33

 

5,296


2,416

 

1,546


217

Nordeste Logística II S.A. (4)

62,584


(1,864)


33

 

20,864


13,256

 

(557)


(169)

Nordeste Logística III S.A (4)

51,338


137


33

 

17,113


10,566

 

46


144

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

7,056



50

 

3,528


3,528

 


Associates

 


 


 

 

 


 

 

 


 

Transportadora Sulbrasileira de Gás S.A.  (5)

18,401


6,770


25

 

4,600


3,204

 

1,781


1,048

Metalúrgica Plus S.A. (6)

(303)


(145)


33

 

(101)


(53)

 

(48)


(48)

Plenogás Distribuidora de Gás S.A. (6)

1,705


215


33

 

568


497

 

72


88

Other investments



 

28


28

 


Negative equity from joint ventures

 


 


 

 

 


 

 

 


 

Refinaria de Petróleo Riograndense S.A. (2)

(35,282)


1,082


33

 

(11,715)


(12,074)

 

359


360

Total investments in Consolidated

 


 


 

 

117,193


78,593

 

21,224


(10,874)

Total provision for negative equity of the Parent

 


 


 

 

(101)


 

 


 

Total

 


 


 

 

117,092


78,593

 

 


 

 

The percentages in the table above are rounded.

 

(i) The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


(1) The subsidiary Ultracargo Logística holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage at the port of Paranaguá.
(2) The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
(3) The subsidiary IPP held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking in the States of Bahia, CearáEspírito Santo, GoiásMato GrossoMato Grosso do Sul, Minas GeraisParaná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal. On June 25, 2021, the sale of ConectCar to Porto Seguro S.A., through its subsidiary Portoseg S.A. – CréditoFinanciamento e Investimento, was announced. The transactions were completed on October 1, 2021. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million.
(4) The subsidiary IPP participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), has participation in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).
(5) The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(6) The subsidiary CiaUltragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activity suspended.


 Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:

 

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2021 (ii)

8,247,649

 

4,548

 

8,252,197

 

71,389

 

7,204

 

78,593

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

255,531

 

20,076

 

275,607

 

19,419

 

1,805

 

21,224

Dividends

(60,000)

 

 

(60,000)

 

 

(386)

 

(386)

Equity instrument granted

6,385

 

 

6,385

 

 

 

Other comprehensive income

4,945

 

1,660

 

6,605

 

1,661

 

 

1,661

Capital increase in cash

313,508

 

 

313,508

 

16,000

 

 

16,000

Shareholder transaction - changes of investments

951

 

3,528

 

4,479

 

3,528

 

(3,528)

 

Transactions with discontinued operations

(64,959)

 

 

(64,959)

 

 

 

Balance as of June 30, 2022 (ii)

8,704,010

 

29,812

 

8,733,822

 

111,997

 

5,095

 

117,092


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2020 (ii)

10,496,479

 

(2,096)

 

10,494,383

 

137,004

 

25,616

 

162,620

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

828,150

 

822

 

828,972

 

(18,068)

 

434

 

(17,634)

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

65,264

 

 

65,264

 

 

48

 

48

Dividends

(692,976)

 

 

(692,976)

 

 

(998)

 

(998)

Equity instrument granted

3,631

 

 

3,631

 

 

 

Other comprehensive income

7,352

 

99

 

7,451

 

99

 

 

99

Translation adjustments of foreign subsidiaries

73,049

 

 

73,049

 

 

 

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

29,273

 

5,723

 

34,996

 

5,723

 

 

5,723

Capital increase in cash

119,156

 

 

119,156

 

30,697

 

 

30,697

Capital decrease

 

 

 

(5,001)

 

(1,500)

 

(6,501)

Shareholder transactions - changes of investments

 

 

 

(966)

 

 

(966)

Write-off of investment

 

 

 

(78,099)

 

 

(78,099)

Reclassification to assets held for sale (i)

(2,681,729)

 

 

(2,681,729)

 

 

(16,396)

 

(16,396)

Balance as of December 31, 2021 (ii)

8,247,649

 

4,548

 

8,252,197

 

71,389

 

7,204

 

78,593

 

(i) For further information, see Note 4.c.1
(ii) Investiments in subsidiaries, joint ventures and associates net of provision for liabilities of joint ventures.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

14 Right-of-use assets and leases payable (Consolidated)

 

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

 

  1. Right-of-use assets

 

  • Consolidated

 

 

Weighted average useful life (years)


Balance as of December 31, 2021

 

Additions and remeasurement

 

Write-offs

 

Amortization

 

Balance as of June 30, 2022

Cost:

 


 

 

 

 

 

 

 

 

 

Real estate

10


1,793,473

 

170,231

 

(74,360)

 

 

1,889,344

Port areas

29


299,630

 

11,544

 

 

 

311,174

Vehicles

4


146,173

 

60,956

 

(40,576)

 

 

166,553

Equipment

5


16,740

 

8,795

 

(353)

 

 

25,182

Others

20


27,846

 

 

 

 

27,846

 

 


2,283,862

 

251,526

 

(115,289)

 

 

2,420,099

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

Real estate

 


(489,470)

 

 

42,603

 

(108,701)

 

(555,568)

Port areas

 


(23,526)

 

 

 

(5,528)

 

(29,054)

Vehicles

 


(98,867)

 

 

33,701

 

(24,723)

 

(89,889)

Equipment

 


(1,834)

 

 

400

 

(719)

 

(2,153)

Others

 


(18,870)

 

 

 

(1,478)

 

(20,348)

 

 


(632,567)

 

 

76,704

 

(141,149)

 

(697,012)

Net amount

 


1,651,295

 

251,526

 

(38,585)

 

(141,149)

 

1,723,087

 

b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2021

1,348,311

Interest accrued

59,463

Payments

(187,205)

Additions and remeasurement

245,364

Write-offs

(43,931)

Monetary and exchange rate variation

(74)

Balance as of June 30, 2022

1,421,928

Current

206,645

Non-current

1,215,283

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


The future disbursements (installments) not discounted to present value are presented below:

 

 

06/30/2022

Up to 1 year

282,916

1 to 2 years

253,454

2 to 3 years

229,023

3 to 4 years

181,196

4 to 5 years

160,527

More than 5 years

978,270

Total

2,085,386

 

The contracts related to the leases payable are substantially indexed by the IGP-M (General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation).

 

b.1. Discount rates

 

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

 

Contracts for maturity date and discount rate

Maturity date of the contracts

Discount rate (% p.a.)

From 1 to 5 years

6.03

From 6 to 10 years

7.81

From 11 to 15 years

9.43

More than 15 years

9.08


c. Effects of inflation - disclosures required by the CVM in the letter SNC/SEP 02/2019

 

The effects of inflation as of June 30, 2022, are as follows:

 

Right-of-use assets, net

 

Nominal base

1,723,087

Inflated base

2,006,549

 

16.5%

Lease liability

 

Nominal base

1,421,928

Inflated base

1,705,391

 

19.9%

Financial expenses

 

Nominal base

59,463

Inflated base

69,802

 

17.4%

Amortization expenses

 

Nominal base

141,149

Inflated base

153,696

 

8.9%

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


15 Property, plant, and equipment (Consolidated)

 

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

 

 

Weighted average useful life (years)

Balance as of December 31, 2021

 

Additions

 

Depreciation

 

Transfers

 

Write-offs and disposals

 

Balance as of June 30, 2022

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

610,294

 

-

 

-

 

-

 

(8,899)

 

601,395

 

Buildings

32

1,486,721

 

3,419

 

-

 

27,968

 

(16,391)

 

1,501,717

 

Leasehold improvements

12

1,056,179

 

13,748

 

-

 

51,566

 

(3,077)

 

1,118,416

 

Machinery and equipment

12

3,024,577

 

42,141

 

-

 

38,271

 

(517)

 

3,104,472

 

Automotive fuel/lubricant distribution equipment and facilities

13

3,245,586

 

36,591

 

-

 

2,711

 

(37,892)

 

3,246,996

 

LPG tanks and bottles

9

840,931

 

49,285

 

-

 

-

 

(7,670)

 

882,546

 

Vehicles

8

288,239

 

9,807

 

-

 

2,216

 

(643)

 

299,619

 

Furniture and fixtures

7

168,092

 

17,485

 

-

 

3,899

 

(1,980)

 

187,496

 

IT equipment

5

330,375

 

9,029

 

-

 

1,217

 

(1,732)

 

338,889

 

Construction in progress

 

452,248

 

213,680

 

-

 

(125,683)

 

(32)

 

540,213

 

Advances to suppliers

 

14,281

 

3,843

 

-

 

(2,601)

 

-

 

15,523

 

Imports in progress

 

181

 

-

 

-

 

-

 

-

 

181

 

 

 

11,517,704

 

399,028

 

 

(436)

 

(78,833)

 

11,837,463

 

 

 

 

Balance as of December 31, 2021

 

Additions

 

Depreciation

 

Transfers

 

Write-offs and disposals

 

Balance as of June 30, 2022


Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 


Buildings

 

(585,846)

 

-

 

(20,738)

 

-

 

9,941

 

(596,643)


Leasehold improvements

 

(573,553)

 

-

 

(27,907)

 

567

 

2,114

 

(598,779)


Machinery and equipment

 

(1,758,401)

 

-

 

(86,769)

 

-

 

439

 

(1,844,731)


Automotive fuel/lubricant distribution equipment and facilities

 

(2,050,533)

 

-

 

(87,091)

 

1

 

33,308

 

(2,104,315)


LPG tanks and containers

 

(498,310)

 

-

 

(33,983)

 

-

 

5,500

 

(526,793)


Vehicles

 

(133,149)

 

-

 

(11,548)

 

-

 

320

 

(144,377)


Furniture and fixtures

 

(112,288)

 

-

 

(5,173)

 

(566)

 

1,932

 

(116,095)


IT equipment

 

(269,534)

 

-

 

(11,688)

 

(4)

 

1,586

 

(279,640)


 

 

(5,981,614)

 

 

(284,897)

 

(2)

 

55,140

 

(6,211,373)


Provision for impairment losses:

 

 

 

 

 

 

 

 

 

 

 

 


Land

 

(146)

 

-

 

-

 

-

 

-

 

(146)


Leasehold improvements

 

(18)

 

-

 

-

 

-

 

-

 

(18)


Machinery and equipment

 

(1,289)

 

-

 

-

 

-

 

-

 

(1,289)


Automotive fuel/lubricant distribution equipment and facilities

 

(46)

 

-

 

-

 

-

 

11

 

(35)


 

 

(1,499)

 

 

 

 

11

 

(1,488)


Net amount

 

5,534,591

 

399,028

 

(284,897)

 

(438)

 

(23,682)

 

5,624,602


 

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

 

Advances to suppliers are related, basically, to manufacturing of assets for expansion of terminals and bases and acquisition of real estate.

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


16 Intangible assets (consolidated)

 

Balance and changes in intangible assets are as follows:

 

 

Weighted average useful life (years)

Balance as of December 31, 2021

 

Additions

 

Amortization

 

Transfers

 

Write-offs and disposals

 

Exchange rate variation

 

Balance as of June 30, 2022

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

818,096

 

-

 

-

 

-

 

-

 

-

 

818,096

Software

5

1,146,980

 

91,396

 

-

 

436

 

(900)

 

-

 

1,237,912

Distribution rights

16

114,593

 

-

 

-

 

-

 

-

 

-

 

114,593

Brands

 

69,198

 

-

 

-

 

-

 

-

 

(4,249)

 

64,949

Trademark rights

39

114,792

 

-

 

-

 

-

 

-

 

-

 

114,792

Others

10

421

 

-

 

-

 

-

 

-

 

-

 

421

Decarbonization credits (CBIO)

 

 

449,270

 

-

 

-

 

(182,649)

 

-

 

266,621

 

 

2,264,080

 

540,666

 

 

436

 

(183,549)

 

(4,249)

 

2,617,384

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(679,402)

 

-

 

(72,179)

 

2

 

766

 

-

 

(750,813)

Distribution rights

 

(101,027)

 

-

 

(511)

 

-

 

-

 

-

 

(101,538)

Trademark rights

 

(11,993)

 

-

 

(1,469)

 

-

 

-

 

-

 

(13,462)

Others

 

(402)

 

-

 

-

 

-

 

-

 

-

 

(402)

 

 

(792,824)

 

 

(74,159)

 

2

 

766

 

 

(866,215)

Net amount

 

1,471,256

 

540,666

 

(74,159)

 

438

 

(182,783)

 

(4,249)

 

1,751,169

a. Goodwill

 

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

 

 

Segment

06/30/2022

 

12/31/2021

Goodwill on the acquisition of:

 

 

 

 

Extrafarma

Extrafarma

661,553

 

661,553

Extrafarma - impairment (i)

Extrafarma

(661,553)

 

(661,553)

Extrafarma - net

Extrafarma

 

Ipiranga (ii)

Ipiranga

276,724

 

276,724

União Terminais

Ultracargo

211,089

 

211,089

Texaco

Ipiranga

177,759

 

177,759

Iconic (CBLSA)

Ipiranga

69,807

 

69,807

Temmar

Ultracargo

43,781

 

43,781

DNP

Ipiranga

24,736

 

24,736

Repsol

Ultragaz

13,403

 

13,403

TEAS

Ultracargo

797

 

797

 

 

818,096

 

818,096

 

(i) For further information, see Note 4.a

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

 

The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets.  In the six-month period ended June 30, 2022, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

17 Loans, financing, debentures and derivative financial instruments

 

a. Composition

 

  • Parent:

 

Description

06/30/2022

 

12/31/2021

 

Index/Currency

Weighted average financial charges 06/30/2022

Maturity

Brazilian Reais:

 

 

 

 

 

 

 

Debentures - 6th issuance

1,791,547

 

1,764,199

 

DI

105.3%

2023

Total

1,791,547

 

1,764,199

 

 

 

 

Current

1,791,547

 

39,333

 

 

 

 

Non-current

 

1,724,866

 

 

 

 

 

  •                   Consolidated:

 

 

06/30/2022

 

12/31/2021

 

Index/Currency

Weighted average financial charges 06/30/2022

Maturity

Foreign currency:

 

 

 

 

 

 

 

Notes in the foreign market (d)

4,199,752

 

7,821,441

 

USD

5.3 % p.a.

2026 to 2029

Foreign loan

666,701

 

735,438

 

USD

4.0 % p.a.

2023

Foreign loan

 

275,936

 

US$ + LIBOR (1)

-

Total in foreign currency

4,866,453

 

8,832,815

 

 

 

 

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – CRA

1,403,056

 

2,063,788

 

DI

96.2%

2022 to 2023

Debentures - 6th issuance

1,791,547

 

1,764,199

 

DI

105.3%

2023

Debentures – CRA

3,026,428

 

1,940,237

 

R$ + IPCA

4.7 % p.a.

2024 to 2032

Debentures – Ipiranga

815,513

 

771,538

 

DI

105.0%

2022

Debentures - Ultracargo Logística e Tequimar Vila do Conde

488,228

 

466,061

 

R$ + IPCA

4.1 % p.a.

2028

Banco do Brasil floating rate

 

204,813

 

DI

 

2022

Debentures – Ultracargo Logística

79,362

 

80,946

 

R$

6.5 % p.a.

2024

Bank Credit Bill

51,711

 

51,179

 

R$ + DI

2.0 % p.a.

2022

Financial institutions

 

4,564

 

R$

-

2022

FINEP

149

 

326

 

R$ + TJLP (2)

-1.5 % p.a.

2022 to 2023

Total in Brazilian Reais

7,655,994

 

7,347,651

 

 

 

 

Total in foreign currency and Brazilian Reais

12,522,447

 

16,180,466

 

 

 

 

Currency and interest rate hedging instruments (*)

584,334

 

197,177

 

 

 

 

Total

13,106,781

 

16,377,643

 

 

 

 

Current

3,707,060

 

2,866,051

 

 

 

 

Non-current

9,399,721

 

13,511,592

 

 

 

 

 

(*) Accumulated losses (see Note32.i).

 

1)     LIBOR = London Interbank Offered Rate.

2)     TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On June 30, 2022, TJLP was fixed at 6.82% p.a.

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2021

1,764,199

 

16,377,643

New loans and debentures with cash effect

 

969,580

Interest accrued

98,106

 

510,067

Principal payment (d)

 

(4,104,533)

Interest payment

(70,758)

 

(417,947)

Monetary and exchange rate variation

 

(587,174)

Change in fair value

 

(28,012)

Hedge result

 

387,157

Balance as of June 30, 2022

1,791,547

 

13,106,781

 

 

(i) For further details, see Note 4.c.1

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

 

 

Parent

 

Consolidated

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

From 1 to 2 years

 

1,724,866

 

1,760,113

 

3,092,734

From 2 to 3 years

 

 

347,102

 

774,904

From 3 to 4 years

 

 

280,387

 

270,401

From 4 to 5 years

 

 

2,269,858

 

3,056,499

More than 5 years

 

 

4,742,261

 

6,317,054

 

 

1,724,866

 

9,399,721

 

13,511,592

 

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

 

The Company’s Management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 32.h).

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Transaction costs

 

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

 

 

Effective rate of transaction costs

(% p.a.)

 

Balance as of December 31, 2021

 

Transaction costs

 

Payments

 

Balance as of June 30, 2022

Debentures

0.3

 

54,490

 

30,420

 

(8,230)

 

76,680

Notes in the foreign market

0.1

 

28,018

 

 

(13,968)

 

14,050

Banco do Brasil

0.1

 

76

 

 

(76)

 

Total

 

 

82,584

 

30,420

 

(22,274)

 

90,730

 

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

15,854

 

12,544

 

9,674

 

9,357

 

9,291

 

19,960

 

76,680

Notes in the foreign market

2,359

 

2,368

 

2,363

 

2,366

 

1,720

 

2,874

 

14,050

Total

18,213

 

14,912

 

12,037

 

11,723

 

11,011

 

22,834

 

90,730

 

c. Guarantees

 

The financing does not have collateral as of June 30, 2022 and December 31, 2021 and has guarantees and promissory notes in the amount of R$ 10,679,189 as of June 30, 2022 (R$ 14,151,506 as of December 31, 2021).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 117,704 as of June 30, 2022 (R$ 118,231 as of December 31, 2021).              

 

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

 

 

IPP

 

06/30/2022

 

12/31/2021

Maximum amount of future payments related to such collateral:

808,265

 

690,347

Maturity up to

49 months

 

49 months

Fair value of collateral

10,152

 

9,923

 

If the subsidiary IPP is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until June 30, 2022, the subsidiary IPP did not have losses in connection with these collateral arrangements. The fair value of collateral is recognized in current liabilities as “Other payables”, which is recognized in the statement of income as customers settle their obligations with the financial institutions.

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

d. Principal payment

 

d.1 Result of tender offers to repurchase notes

 

On April 7, 2022, the subsidiary Ultrapar International commenced cash tender offers to repurchase bonds in the international market (“Repurchase Offers”) of up to US$ 550,003,000.00 (“Initial Aggregate Repurchase Amount”), involving (i) up to the totality of the 5.250% Senior Notes due in 2026 (“Notes 2026”); and (ii) up to the repurchase limit of Notes 2029 of the 5.250% Senior Notes due in 2029 (“Notes 2029”), both issued by Ultrapar International S.A.  (“Ultrapar International”) and outstanding in the international market.

 

The Repurchase Offers together were limited to the Initial Repurchase Value Added, and Ultrapar International had the option to increase the Initial Repurchase Value Added to up to US$ 600,000,000.00 in aggregate principal amount, as described in the Repurchase Offer documents.   On April 14 and 18, 2022, the subsidiary repurchased US$ 114,129 (equivalent to R$ 538,210) and US$ 200 (equivalent to R$ 935), respectively, of notes in the foreign market, maturing in October 2026 and on April 27, 2022, it repurchased US$ 485,667 (equivalent to R$ 2,436,446) of notes in the foreign market, maturing in June 2029.

 

(1) As of the closing date of the transaction, the amount converted into Reais using the exchange rate (US$ 1.00 to R$ 4.7158 on April 14, 2022; US$ 1.00 to R$ 4.6746 on April 18, 2022; US$ 1.00 to R$ 5.0167 on April 27, 2022).

 

d.2 Debentures

 

On April 18, 2022, the subsidiary Ipiranga settled the first series of the 5th issue of simple, nominative, book-entry and unsecured debentures, linked to the issuance of agribusiness receivables certificates (CRA) in the amount of R$ 660,139.

 

e. Debentures

 

In June 2022, the subsidiary IPP carried out its eleventh issue of debentures in the total amount of R$ 1,000,000, in a single series of 1,000,000 simple, nonconvertible into shares, registered, book-entry and unsecured debentures, privately placed by Vert Companhia Securitizadora. The funds were used exclusively for the purchase of ethanol by the subsidiary IPP.

 

The debentures were subscribed for the purpose to bind the issuance of Agribusiness Receivables Certificates (CRA). The financial settlement occurred on June 27, 2022. The debentures have an additional guarantee from Ultrapar and the main characteristics are as follows:

 

Quantity:

1,000,000

Unit face value:

R$ 1,000,000.00

Final maturity:

06/11/2032

Payment of the face value: 

Annual from the 8th year

Interest:

IPCA + 6.0053%

Payment of interest: 

Semiannually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 104.8% of DI. IPP designated the hedging instrument as a fair value hedge, therefore, both the debentures and the hedging instrument are presented at their fair value calculated from the beginning of their contracting, with changes in fair value recognized in profit or loss.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


18 Trade payables (consolidated)

 

a. Trade payables

 

 

06/30/2022

 

12/31/2021

Domestic suppliers

2,464,899

 

3,010,912

Foreign suppliers

1,554,733

 

445,805

Trade payables - related parties (see Note 9.a.2)

136,333

 

214,178

 

4,155,965

 

3,670,895

 

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


b. Trade payables - reverse factoring

 

 

06/30/2022

 

12/31/2021

Domestic suppliers - reverse factoring

2,409,933

 

1,948,033

Trade payables - reverse factoring - related parties (see Note 9.a.2)

 

89,339

Foreign suppliers - reverse factoring

114,895

 

81,687

 

2,524,828

 

2,119,059

 

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

 

19 Salaries and related charges (Consolidated)


 

06/30/2022

 

12/31/2021

Provisions on salaries

165,141

 

136,938

Profit sharing, bonus and premium

108,745

 

132,390

Social charges

45,805

 

52,739

Others

1,747

 

8,036

 

321,438

 

330,103


20 Taxes payable (Consolidated)

 

 

06/30/2022

 

12/31/2021

ICMS

129,581

 

146,598

IPI

4,850

 

4,163

PIS and COFINS

9,728

 

13,667

ISS

47,047

 

45,533

Others

20,373

 

19,215

 

211,579

 

229,176


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


21 Employee benefits and private pension plan (Consolidated)             

 

a. ULTRAPREV - Associação de Previdência Complementar

 

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. Each participating employee chooses his or her basic contribution to the plan, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.3% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount, which will exhaust their respective accumulated fund over a period of 5 to 35 years. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.

 

The balance of R$ 19,523 (R$ 19,831 as of December 31, 2021) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 108 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.

 

In the six-month period ended June 30, 2022, the subsidiaries contributed R$ 7,774 to Ultraprev (R$ 6,856 in the six-period ended June 30, 2021).

 

The total number of participating employees as of June 30, 2022 was 4,098 active participants and 279 retired participants (4,381 active participants and 254 retired participants as of December 31, 2021). In addition, Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b. Post-employment benefits (Consolidated)

 

The subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.

 

The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of December 31, 2021.

 

 

06/30/2022

 

12/31/2021

Health and dental care plan (1)

164,874

 

159,867

Indemnification of FGTS

37,939

 

38,617

Seniority bonus

3,231

 

5,570

Life insurance (1)

12,143

 

11,665

Total

218,187

 

215,719

Current

21,170

 

21,082

Non-current

197,017

 

194,637

 

(1)  Only IPP, Tropical and Iconic.

 

22 Provision for asset retirement obligation (Consolidated)

 

This provision corresponds to the legal obligation to remove the subsidiary IPP’s underground fuel tanks located at Ipiranga-branded service stations after a certain period of use.

 

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

 

Balance as of December 31, 2021

56,711

Additions (new tanks)

101

Expenditure with tanks removed

(946)

Accretion expense

3,129

Balance as of June 30, 2022

58,995

Current

5,774

Non-current

53,221

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


23 Provisions and contingent liabilities (Consolidated)

 

a. Provision for tax, civil and labor risks

 

The Company and its subsidiaries are parties 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 shows the breakdown of provisions by nature and its movement:

 

Provisions

Balance as of December 31, 2021

 

Purchases

 

Reversals

 

Payments

 

Interest

 

Balance as of June 30, 2022

IRPJ and CSLL (a.1)

552,172

 

6,422

 

 

 

23,262

 

581,856

ICMS (c)

84,155

 

654

 

(20,042)

 

(26,816)

 

962

 

38,913

Civil, environmental and regulatory claims (a.2)

108,761

 

4,002

 

(5,585)

 

(11,138)

 

5

 

96,045

Labor litigation (a.3)

95,460

 

10,116

 

(16,098)

 

(15,243)

 

263

 

74,498

Provision for indemnities (a.4)

 

136,103

 

 

 

 

136,103

Others

91,637

 

1,706

 

(28)

 

 

4,503

 

97,818

Total

932,185

 

159,003

 

(41,753)

 

(53,197)

 

28,995

 

1,025,233

Current

119,942

 

 

 

 

 

 

 

 

 

37,518

Non-current

812,243

 

 

 

 

 

 

 

 

 

987,715

 

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

             

Balances of escrow deposits are as follows:

 

 

06/30/2022

 

12/31/2021

Tax

772,007

 

731,326

Labor

33,736

 

48,147

Civil and others

65,622

 

91,788

 

871,365

 

871,261

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


a.1 Provision for tax matters

 

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction the subsidiaries made escrow deposits for these debits which amounted to R$ 549,659 as of June 30, 2022 (R$ 534,830 as of December 31, 2021). On July 18, 2014 a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.

 

a.2  Provision for civil, environmental and regulatory risks

 

The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 96,045 as of June 30, 2022 (R$ 108,761 as of December 31, 2021).

 

a.3 Provision for labor matters

 

The Company and its subsidiaries maintain provisions of R$ 74,501 as of June 30, 2022 (R$ 95,460 as of December 31, 2021) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.

 

a.4 Provision for indemnities

 

On April 1, 2022, Ultrapar concluded the transaction for the sale of Oxiteno, for which it was agreed that the former shareholder, Ultrapar, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from of acts, facts or omissions that occurred prior to the closing of the transaction. The amount of R$136,103 referring to the provision for indemnification was constituted, R$86,363 of which related to labor claims, R$17,575 to civil claims and R$32,165 to tax claims, which may be reimbursed to Indorama, in the event of such losses.

 

b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the Company and its subsidiaries’ legal departments as possible, 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$ 3,470,882 as of June 30, 2022 (R$ 3,310,603 as of December 31, 2021).


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b.1 Contingent liabilities for tax and social security matters

 

The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 2,404,783 as of June 30, 2022 (R$ 2,292,465 as of December 31, 2021), mainly represented by:

 

b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 183,030 as of June 30, 2022 (R$ 178,422 as of December 31, 2021).

 

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,369,466 as of June 30, 2022 (R$ 1,303,383 as of December 31, 2021). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 185,964 as of June 30, 2022 (R$ 209,611 as of December 31, 2021), of which R$ 601 (R$ 15,532 as of December 31, 2021) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 176,073 as of June 30, 2022 (R$ 106,590 as of December 31, 2021); of conditioned fruition of tax incentive in the amount of R$ 190,611 as of June 30, 2022 (R$ 174,039 as of December 31, 2021); of inventory differences in the amount of R$336,824 as of June 30, 2022 (R$ 295,163 as of December 31, 2021); and of fiscal equilibrium fund required by States to fruition tax benefits in the amount of R$ 190,611 in June 2022 (R$ 174,039 as of December 31, 2021) and a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 232,645 (R$ 219,218 as of December 31, 2021).

 

b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total amount is R$ 582,207 as of June 30, 2022 (R$ 578,097 as of December 31, 2021), mainly represented by:

 

b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 224,727 as of June 30, 2022 (R$ 218,589 as of December 31, 2021), 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$ 809,992 as of June 30, 2022 (R$ 771,695 as of December 31, 2021), mainly represented by:

 

b.2.1 The subsidiary Cia.  Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 34,928 as of June 30, 2022 (R$ 34,162 as of December 31, 2021). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b.2.2 The subsidiary Cia.  Ultragaz has lawsuits totaling the amount of R$ 235,463 as of June 30, 2022 (R$ 233,426 as of December 31, 2021) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.

 

b.3 Contingent liabilities for labor matters
 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 256,107 as of June 30, 2022 (R$ 246,443 as of December 31, 2021).

 

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 3.c to the financial statements filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability in the amount of R$ 19,651 (R$ 19,724 as of December 31, 2021) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017, related to contingent liabilities, with a balance of R$ 101,267 as of June 30, 2022 (R$ 101,267 as of December 31, 2021). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.

The provision of the Chevron indemnification in the amount of R$ 19,651 refers to: (i) R$ 16,967 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,392 labor claims; and (iii) R$ 292 civil, regulatory and environmental claims.


24 Subscription warrants – indemnification

 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company. The subscription warrants – indemnification could be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends while they are not converted into shares.

 

On February 24, 2021, August 11, 2021 and February 23, 2022, the Company’s Board of Directors approved the issuance of 70,939, 31,032 and 45,925, respectively, common shares within the authorized capital limit provided by the article 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Extraordinary General Meeting (“EGM”) of the Company held on January 31, 2014.


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 578,538 shares linked to the subscription warrants – indemnification were canceled and not issued. On June 30, 2022, 3,472,173 shares were retained linked to subscription warrants – indemnification which will be issued or canceled as the final decisions on the lawsuits are determined, the maximum number of shares that can be issued in the future, total R$ 42,742 (R$ 51,296 as of December 31, 2021).


25 Equity

 

a. Share capital

 

As of June 30, 2022, the subscribed and paid-up capital stock consists of 1,115,151,608 (1,115,107,683 as of December 31, 2021) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

The price of the outstanding shares on B3 as of June 30, 2022 was R$ 12.31 (R$ 14.54 as of December 31, 2021).

 

As of June 30, 2022 there were 50,438,275 common shares outstanding abroad in the form of ADRs (50,374,275 shares as of December 31, 2021).

 

b. Equity instrument granted

 

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

 

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 June 30, 2022 and December 31, 2021, the amount was R$ 488,425 and 24,153,447 common shares (23,756,393 as of December 31, 2021) were held in the Company's treasury, acquired at an average cost of R$ 20.22.

 

d. Destination of income for the period

 

On May 11, 2022 the Shareholders meeting approved, in terms of article 28, “k”, and in article 54, paragraph 2.º, of the Bylaws, the early payment of interest on equity in the amount of R$ 450,000, corresponding to R$ 0.41247 per share, already excluded of treasury shares. The total amount, net of taxes withheld at source, will be deducted from the amount of the minimum mandatory dividend referring to the year of 2022.

 

The payment will be made as of August 10, 2022, without remuneration or monetary adjustment, proportionally to shareholding position of each investor, with retain of income taxes, except for corporate shareholders that are already proven to be immune or exempt, each shareholder having the net value of R$ 0.35060 per share.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


26 Net revenue from sales and services (Consolidated)

 

 

06/30/2022

 

06/30/2021

 

 

 

Re-presented

Gross revenue from sales:

 

 

 

Merchandise

70,433,609

 

50,254,725

Services rendered and others

597,158

 

494,037

Sales returns and discounts

(717,949)

 

(643,115)

Amortization of contractual assets (see Note 12)

(205,028)

 

(128,879)

Deferred revenue

314

 

16,382

 

70,108,104

 

49,993,150

Value-Added Tax

(1,725,436)

 

(1,617,108)

Net revenue

68,382,668

 

48,376,042

 

27 Costs and expenses by nature

 

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

 

 

Parent Company

 

Consolidated

 

06/30/2022

 

06/30/2021

 

06/30/2022

 

06/30/2021

 

 

 

 

 

 

 

Re-presented

Raw materials and materials for use and consumption

 

 

(64,593,512)

 

(45,879,535)

Personnel expenses

(100,350)

 

(76,413)

 

(859,260)

 

(729,988)

Freight and storage

 

 

(618,275)

 

(418,262)

Decarbonization obligation (1)

 

 

(306,361)

 

(64,920)

Services provided by third parties

(42,885)

 

(53,163)

 

(218,591)

 

(181,457)

Depreciation and amortization

(909)

 

(3,030)

 

(359,056)

 

(318,302)

Amortization of right-of-use assets

(2,203)

 

(2,984)

 

(141,149)

 

(128,522)

Advertising and marketing

 

(16)

 

(39,781)

 

(37,406)

Extemporaneous tax credits (2)

 

 

34,247

 

132,696

Other expenses, net

(20,397)

 

(14,543)

 

5,608

 

10,446

SSC/Holding expenses

161,240

 

138,011

 

 

Total

(5,504)

 

(12,138)

 

(67,096,130)

 

(47,615,250)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(65,061,125)

 

(46,183,568)

Selling and marketing

 

 

(1,049,387)

 

(859,382)

General and administrative expenses

(4,258)

 

(12,119)

 

(746,420)

 

(639,107)

Other operating income (expenses), net

(1,246)

 

(19)

 

(239,198)

 

66,807

Total

(5,504)

 

(12,138)

 

(67,096,130)

 

(47,615,250)

 

(1) Refers to the obligation adopted by RenovaBio to set decarbonization targets for gas and oil sector.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


(2) Refers substantially to PIS and COFINS credits recorded in calendar years 2021 and 2022. On March 15, 2017, due to general repercussions, the STF decided that ICMS does not compose the PIS and COFINS calculation basis. After filing of the Federal Government's Motion for Clarification, the STF definitively ruled about the thesis on May 13, 2021, reaffirming the exclusion of the 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 arising from favorable decisions on the exclusion of ICMS from the PIS and COFINS calculation basis, and the respective subsidies for proving the amounts to be refunded were duly confirmed by Management and recorded in profit or loss.

 

28 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 the accumulated amount until June 30, 2022, the result was a gain of R$ 80,656 (gain of R$ 40,441 as of June 30, 2021 - restated).

 

29 Financial result, net

 

 

Parent

 

Consolidated

 

06/30/2022

 

06/30/2021

 

06/30/2022

 

06/30/2021

 

 

 

 

 

 

 

Re-presented

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

98,180

 

15,188

 

158,321

 

42,561

Interest from customers

 

 

69,399

 

58,434

Changes in subscription warrants (see Note 24)

7,863

 

19,256

 

7,863

 

19,256

Selic interest on PIS/COFINS credits

 

 

31,308

 

73,574

Update of provisions and other income

15,225

 

114

 

24,151

 

2,200

 

121,268

 

34,558

 

291,042

 

196,025

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

 

(14,801)

 

(213,278)

 

(274,815)

Interest on debentures

(98,749)

 

(23,765)

 

(509,455)

 

(97,786)

Interest on leases payable

(962)

 

(1,634)

 

(59,463)

 

(70,675)

Bank charges, financial transactions tax, and other taxes

(9,302)

 

(838)

 

(67,986)

 

(29,416)

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

58,403

 

 

(342,465)

 

(1,014)

Update of provisions, net, and other expenses

 

 

(21,878)

 

(15,453)

 

(50,610)

 

(41,038)

 

(1,214,525)

 

(489,159)

Total

70,658

 

(6,480)

 

(923,483)

 

(293,134)

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

30 Earnings per share (Parent and Consolidated)

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants – indemnification, as mentioned in Notes 9.c and 24, respectively.

 

04/01/2022 to 06/30/2022

01/01/2022 to 06/30/2022

04/01/2021 to 06/30/2021 – Re-presented (ii)

01/01/2021 to 06/30/2021 – Re-presented (ii)

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations(i)

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations(i)

 

Total

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

389,970

 

62,897

 

452,867

 

497,875

 

407,244

 

905,119

 

112,334

 

(143,414)

 

(31,080)

 

297,278

 

(196,195)

 

101,083

Weighted average number of shares outstanding (in thousands)

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

 

1,090,920

 

1,088,123

 

1,088,123

 

1,088,123

 

1,088,123

 

1,088,123

 

1,088,123

Basic earnings per share - R$

0.3575

 

0.0576

 

0.4151

 

0.4564

 

0.3733

 

0.8297

 

0.1032

 

(0.1318)

 

(0.0286)

 

0.2732

 

(0.1803)

 

0.0929

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

389,970

 

62,897

 

452,867

 

497,875

 

407,244

 

905,119

 

112,334

 

(143,414)

 

(31,080)

 

297,278

 

(196,195)

 

101,083

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

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

 

1,096,839

 

1,093,905

 

1,093,905

 

1,093,905

 

1,093,905

 

1,093,905

 

1,093,905

Diluted earnings per share - R$

0.3555

 

0.0573

 

0.4129

 

0.4539

 

0.3713

 

0.8252

 

0.1027

 

(0.1311)

 

(0.0284)

 

0.2718

 

(0.1794)

 

0.0924

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average of number of shares for basic earnings per share

 

 

 

 

1,090,920

 

 

 

 

 

1,090,920

 

 

 

 

 

1,088,123

 

 

 

 

 

1,088,123

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

 

 

 

 

3,472

 

 

 

 

 

3,472

 

 

 

 

 

3,568

 

 

 

 

 

3,568

Stock plan

 

 

 

 

2,447

 

 

 

 

 

2,447

 

 

 

 

 

2,214

 

 

 

 

 

2,214

Weighted average of number of shares for diluted earnings per share

 

 

 

 

1,096,839

 

 

 

 

 

1,096,839

 

 

 

 

 

1,093,905

 

 

 

 

 

1,093,905

 

(i)  For further details, see Note 4.c.2
(ii)  For further details, see Note 4.c.3

 

Earnings per share were adjusted retrospectively by the issuance of 2,341,416 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 24.

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


31 Segment information

 

The Company has three relevant business segments: gas distribution, fuel distribution and storage. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The segments shown in the financial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.


a. Financial information related to segments

 

The main financial information of each of the continuing operations of the Company’s segments is as follows. For information on the discontinued operations, see Note 4.c.2:

 

06/30/2022

Income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

62,375,982

5,583,420

414,206

107,663

68,481,271

(98,603)

68,382,668

Transactions with third parties

62,374,740

5,581,782

319,655

106,491

68,382,668

68,382,668

Intersegment transactions

1,242

1,638

94,551

1,172

98,603

(98,603)

Cost of products and services sold

(60,021,319)

(4,873,777)

(171,399)

(91,455)

(65,157,950)

96,825

(65,061,125)

Gross profit

2,354,663

709,643

242,807

16,208

3,323,321

(1,778)

3,321,543

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(772,259)

(267,947)

(6,689)

(2,492)

(1,049,387)

(1,049,387)

General and administrative

(426,590)

(115,841)

(58,413)

(147,354)

(748,198)

1,778

(746,420)

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

78,894

(816)

(192)

2,770

80,656

80,656

Other operating income, net

(240,279)

4,584

(1,306)

(2,197)

(239,198)

(239,198)

Operating income (loss)

994,429

329,623

176,207

(133,065)

1,367,194

1,367,194

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

1,959

23

(835)

20,077

21,224

21,224

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

996,388

329,646

175,372

(112,988)

1,388,418

1,388,418

Depreciation of PP&E and amortization of intangible assets

168,755

116,587

46,729

23,524

355,595

355,595

Amortization of contractual assets with customers - exclusivity rights

204,305

723

205,028

205,028

Amortization of right-of-use assets

90,069

27,194

21,399

2,487

141,149

141,149

Total of depreciation and amortization

463,129

144,504

68,128

26,011

701,772

701,772

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

06/30/2021- Re-presented

Results

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

43,708,767

4,383,420

347,867

49,889

48,489,943

(113,901)

48,376,042

Transactions with third parties

43,708,725

4,381,024

250,440

35,853

48,376,042

48,376,042

Intersegment transactions

42

2,396

97,427

14,036

113,901

(113,901)

Cost of products and services sold

(42,215,002)

(3,927,252)

(138,572)

42

(46,280,784)

97,216

(46,183,568)

Gross profit

1,493,765

456,168

209,295

49,931

2,209,159

(16,685)

2,192,474

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(620,232)

(208,385)

(4,050)

(26,715)

(859,382)

(859,382)

General and administrative

(359,845)

(97,609)

(63,428)

(134,910)

(655,792)

16,685

(639,107)

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

37,498

2,922

18

3

40,441

40,441

Other operating income, net

53,912

7,408

3,239

2,248

66,807

66,807

Operating income

605,098

160,504

145,074

(109,443)

801,233

801,233

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

(1,820)

39

577

(9,670)

(10,874)

(10,874)

Operating income before financial result and income and social contribution taxes

603,278

160,543

145,651

(119,113)

790,359

790,359

Depreciation of PP&E and amortization of intangible assets

160,885

102,928

36,790

17,699

318,302

318,302

Amortization of contractual assets with customers - exclusivity rights

128,056

823

128,879

128,879

Amortization of right-of-use assets

92,581

22,493

10,283

3,165

128,522

128,522

Total of depreciation and amortization

381,522

126,244

47,073

20,864

575,703

575,703

 

(1) Includes in the line “General and administrative” the amount of R$ 79,516 in 2022 (R$ 63,534 in 2021 - re-presented) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board.
(2) The “Others” column consists of financial income and expenses, income and social contribution taxes of the segments, the parent company Ultrapar and the subsidiaries Abastece aí, Millenium, Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint ventures of ConectCar, until June 30, 2021, and RPR.

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

06/30/2022

Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

191,504

146,558

47,106

2,759

387,927

387,927

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

11,098

11,098

11,098

Acquisition of intangible assets

60,347

12,393

2,773

15,883

91,396

91,396

Payments of contractual assets with customers - exclusivity rights

310,972

310,972

310,972

Decarbonization credits (note 16)

449,270

449,270

449,270

 

06/30/2021- Re-presented

Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

109,981

174,580

177,916

1,401

463,878

463,878

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

2,684

130

2,814

2,814

Acquisition of intangible assets

45,470

11,170

5,954

16,061

78,655

78,655

Payments of contractual assets with customers - exclusivity rights

83,632

83,632

83,632

Decarbonization credits (note 16)

59,019

59,019

59,019

 

06/30/2022

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Discontinued operations

Total

Total assets (excluding intersegment transactions)

24,509,961

3,495,473

2,822,710

3,870,609

34,698,753

1,595,446

36,294,199

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

12/31/2021

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Discontinued operations

Total

 

 

 

 

 

 

 

 

Total assets (excluding intersegment transactions)

21,050,793

3,233,736

2,675,453

1,049,458

28,009,440

11,000,917

39,010,357

 

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

 

b. Geographic area information

 

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

 

 

06/30/2022

 

06/30/2021

 

 

 

Re-presented

Net revenue from sales and services:

 

 

 

Brazil

68,318,158

 

48,312,123

Other Latin American countries

35,447

 

33,408

United States of America and Canada

20,076

 

16,066

Europe

5,021

 

11,218

Others

3,966

 

3,227

Total

68,382,668

 

48,376,042

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

32 Risks and financial instruments (Consolidated)

 

a. Risk management and financial instruments - governance

 

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

 

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

 

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




Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

The Audit and Risk Committee (“CAR”) advises the Board of Directors in the assessment of controls, management and exposure of financial risks and revision of Policy. The Risk, Compliance and Audit board monitors standards compliance of the Policy and reports to the Audit and Risk Committee the risks exposure and compliance or noncompliance of the Policy to the Board of Directors.

 

b. Currency risk

 

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

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b.1 Assets and liabilities in foreign currencies

 

06/30/2022

 

12/31/2021

Assets in foreign currency

 

 

 

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

439,241

 

122,242

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

6,234

 

1,324

Other receivables

785,700

 

-

Other assets of foreign subsidiaries

1,053,009

 

186,548

Asset exposure from subsidiaries held for sale

-

 

3,839,194

 

2,284,184

 

4,149,308

 

 

 

 

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and discount

(4,892,877)

 

(8,860,833)

Payables arising from imports, net of advances to foreign suppliers

(1,658,336)

 

(649,107)

Liabilities exposure of subsidiaries held for sale

 

(884,402)

 

(6,551,213)

 

(10,394,342)

 

 

 

 

Foreign currency hedging instruments

3,749,062

 

2,933,572

Foreign currency hedging instruments from subsidiaries held for sale

 

1,786,471

Net liability position - total

(517,967)

 

(1,524,991)

 

 

 

 

Net (liability) asset position - income statement effect

(517,967)

 

(498,604)

Net liability position - equity effect from subsidiaries held for sale

 

(1,026,387)

 

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

 

For the base scenario, the future market curves as of June 30, 2022 were used on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement, impacted by the average U.S. dollar of R$ 5.4720 on June 30, 2022.

 

The table below shows the effects of the exchange rate changes on the net liability position of R$ 517,967 in foreign currency as of June 30, 2022:

 

 

Risk


Base Scenario

Income statement effect

Real devaluation


(23,134)

 

Net effect


(23,134)

 

 


 

Income statement effect

Real appreciation


23,134

 

Net effect


23,134

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c. Interest rate risk

 

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

 

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

 

c.1 Assets and liabilities exposed to floating interest rates

 

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

 

 

Note

06/30/2022

 

12/31/2021

DI

 

 

 

 

Cash equivalents

5.a

4,411,337

 

1,943,164

Financial investments

5.b

784,812

 

1,607,608

Loans and debentures

17

(4,061,827)

 

(4,855,517)

Liability position of foreign exchange hedging instruments - DI

32.g

(1,691,576)

 

(2,283,625)

Liability position of fixed interest instruments + IPCA - DI

32.g

(3,407,321)

 

(2,364,583)

Net liability position in DI

 

(3,964,576)

 

(5,952,953)

TJLP

 

 

 

 

Loans – TJLP

17

(149)

 

(326)

Net liability position in TJLP

 

(149)

 

(326)

LIBOR

 

 

 

 

Asset position of foreign exchange hedging instruments - LIBOR

32.g

 

279,047

Loans – LIBOR

17

 

(275,936)

Net liability position in LIBOR

 

 

3,111

Total net liability position exposed to floating interest

 

(3,964,724)

 

(5,950,168)

 

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c.2 Sensitivity analysis of floating interest rate risk

 

For the sensitivity analysis of floating interest risks, on June 30, 2022, the Company used the market curves of the benchmark indexes (DI, TJLP, LIBOR and SELIC) as a base scenario.

 

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

 

 

 


06/30/2022

Exposure to interest rate risk

Risk


Base Scenario

Interest effect on cash equivalents and financial investments

Increase in DI


27,513

Interest effect on debt in DI

Increase in DI


(58,489)

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

Increase in DI


(437,998)

Incremental expenses

 


(468,974)

Interest effect on debt in TJLP

Increase in TJLP


(8)

Incremental expenses

 


(8)


d. Credit risks

 

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

 

d.1 Credit risk from financial institutions

 

Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit analysis of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.

 

d.2 Government credit risk

 

The Company's policy allows investments in government securities from countries classified as investment grade AAA or aaa by specialized credit rating agencies (S&P, Moody’s and Fitch) and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

 

Fair value

Counterparty credit rating

 

06/30/2022

 

12/31/2021

AAA

 

5,218,559

 

3,606,000

AA

 

1,298,183

 

740,879

A

 

38,803

 

116,594

BBB

 

145,852

 

Total

 

6,701,397

 

4,463,473

 

d.3 Customer credit risk

 

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

 

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

 

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

 

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

 

The Company's subsidiaries request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees do not influence in the calculation of risk of loss. The Company's subsidiaries maintained the following loss allowance for expected credit losses balances on trade receivables:

 

 

06/30/2022

 

12/31/2021

Ipiranga

422,914

 

422,542

Ultragaz

145,709

 

135,565

Ultracargo

3,029

 

1,526

Total

571,652

 

559,633

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

06/30/2022

 

12/31/2021

 

Weighted average
rate of losses

 

Accounting
balance

 

Allowance for
expected credit
losses

 

Weighted average
rate of losses

 

Accounting
balance

 

Allowance for
expected credit
losses

Current

0.7%

 

4,377,490

 

29,535

 

0.6%

 

3,901,536

 

23,476

less than 30 days

3.7%

 

110,616

 

4,147

 

7.3%

 

109,284

 

8,005

31-60 days

6.6%

 

37,204

 

2,446

 

20.4%

 

57,545

 

11,746

61-90 days

13.5%

 

32,861

 

4,432

 

23.0%

 

39,177

 

9,016

91-180 days

35.0%

 

65,894

 

23,094

 

49.1%

 

50,588

 

24,818

more than 180 days

57.4%

 

885,378

 

507,998

 

57.5%

 

838,532

 

482,572

 

 

 

5,509,443

 

571,652

 

 

 

4,996,662

 

559,633

 

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

 

 

06/30/2022

 

12/31/2021

Brazil

571,013

 

559,532

United States of America and Canada

55

 

3

Other Latin American countries

80

 

15

Europe

346

 

66

Others

158

 

17

 

571,652

 

559,633

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

d.4 Price risk

 

The Company and its subsidiaries are exposed to commodity price risk, due to the fluctuation in prices for diesel and gasoline, among others. These products are traded on the stock exchange and are subjected to the impacts of macroeconomic and geopolitical factors outside the control of the Company and its subsidiaries.

 

To mitigate the risk of the fluctuation of diesel and gasoline prices, the Company and its subsidiaries permanently monitor the market, seeking the protection of price movements through hedge transactions for cargo purchased in the international market, used contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.

 

The table below shows the positions of hedging financial instruments to hedge commodity price risk as of June 30, 2022 and December 31, 2021:

 

Derivative

 

Contract

 

Notional amount (m3)

 

Notional amount (USD thousands)

 

Fair value (R$ thousands)

 

 

Position

 

Product

 

Maturity

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Term

 

Sold

 

Heating Oil

 

Aug-22

 

132,277

 

167,255

 

148,217

 

103,148

 

76,219

 

2,269

Term

 

Sold

 

RBOB

 

Jul-22

 

14,309

 

29,413

 

14,080

 

17,112

 

3,732

 

(967)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

79,951

 

1,302




Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

e. Liquidity risk

 

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

 

The Company and its subsidiaries believe to have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 4,121,764 (for quantitative information, see Note 17). As of June 30, 2022, the Company and its subsidiaries had R$ 6,080,080 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 5).

 

The table below presents a summary of financial liabilities and leases payable as of June 30, 2022 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.

 

 

Total

Less than 1 year

Between
1 and 3 years

Between
3 and 5 years

More than 5 years

Loans including future contractual interest (1) (2)

15,793,080

4,121,764

3,071,849

3,421,992

5,177,475

Derivative instruments (3)

2,482,148

696,876

845,391

543,751

396,130

Trade payables

6,680,793

6,680,793

Leases payable

2,085,386

282,916

482,477

341,723

978,270

 

(1) To calculate the estimated interest on loans, it was estimated based on the US dollar futures contracts and on the future curves of the DI x prefixed rate and DI x IPCA contracts, quoted on B3 on June 30, 2022.
(2) Includes estimated interest payments on short-term and long-term loans until the payment date.
(3) The hedging instruments were estimated based on the US dollar futures contracts and the future curves of the DI x prefixed rate and DI x IPCA contracts, quoted on B3 on June 30, 2022. In the table above, only the hedging instruments with negative results at the time of settlement were considered.


f. Capital management

 

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


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

g. Selection and use of financial instruments

 

In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.

 

The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.

 

The table below summarizes the gross balance of the position of hedging instruments entered by the Company and its subsidiaries: As of June 30, 2022, the Company and its subsidiaries had a provision for income tax for derivative instruments of R$ 102,568 (R$ 87,606 as of December 31, 2021):

 

Derivatives designated as hedge accounting

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value

 

 

 

 

Assets


Liabilities

 

 

 

 

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Foreign exchange swap

 

Financing

 

4.65%


104.85% of DI

 

Sept-23

 

32.h.1

 

USD 125,000

 

USD 125,000

 

137,116

 

212,510

Foreign exchange swap

 

Financing

 

USD + LIBOR-3M + 1.1368%


105.00% of DI

 

-

 

32.h.1

 

-

 

USD 50,000

 

 

109,332

Interest rate swap

 

Financing

 

5.02% + IPCA


102.88% of DI

 

Jun-32

 

32.h.1

 

R$ 3,226,054

 

R$ 2,226,054

 

203,962

 

166,468

Interest rate swap

 

Financing

 

6.47%


99.94% of DI

 

Nov-24

 

32.h.1

 

R$ 90,000

 

R$ 90,000

 

(11,549)

 

(9,044)

Term

 

Firm commitments

 

BRL


Heating Oil/ RBOB

 

Jul-22

 

32.h.1

 

USD 162,296

 

USD 120,260

 

79,951

 

1,302

NDF

 

Firm commitments

 

BRL


USD

 

Aug-22

 

32.h.1

 

USD 187,033

 

USD 68,361

 

(8,001)

 

5,702

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

401,479

 

486,270

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

Derivatives not designated as hedge accounting

 

 


 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value

 

 

 

 

Assets


Liabilities

 

 

 

06/30/2022

 

12/31/2021

 

06/30/2022

 

12/31/2021

Foreign exchange swap

 

Financing

 

USD + 0.00%


52.5% CDI

 

Jun-29

 

USD 300,000

 

-

 

305,992

 

-

NDF

 

Firm commitments

 

USD


BRL

 

Nov-22

 

USD 1,252,227

 

USD 681,846

 

(96,542)

 

3,463

Interest rate swap

 

Financing

 

5.25%


CDI - 1.36%

 

Jun-29

 

USD 300,000

 

USD 300,000

 

(300,784)

 

(126,752)

 

 

 

 

 


 

 

 

 

 

 

 

 

(91,334)

 

(123,289)

¹ Currency as indicated.

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

h. Hedge accounting

 

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

 

h.1 Fair value hedge

 

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

 

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

 

In thousands, except the DI %

06/30/2022

 

12/31/2021

Notional amount – US$

125,000

 

175,000

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

(105,069)

 

21,812

Fair value adjustment of debt - R$

22,272

 

47,064

Finance expense of the debt - R$

44,817

 

(105,059)

Average effective cost - DI %

104.9

 

104.9

 

For more information, see Note 17.

 

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

 

In thousands, except the DI %

06/30/2022

 

12/31/2021

Notional amount – R$

3,226,054

 

2,226,054

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

10,501

 

(17,922)

Fair value adjustment of debt - R$

(604)

 

166,374

Finance expense of the debt - R$

(198,317)

 

(245,710)

Average effective cost - DI %

102.9

 

102.0

 

For more information, see Note 17.

 

In thousands, except the DI %

06/30/2022

 

12/31/2021

Notional amount – R$

90,000

 

90,000

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

(4,124)

 

(10,088)

Fair value adjustment of debt - R$

1,630

 

11,756

Financial expense of the debt - R$

1,257

 

(5,914)

Average effective cost - DI %

99.9

 

99.9

 

For more information, see Note 17.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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. IPP carries out these operations with over-the-counter derivatives that are designated in a hedge accounting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.

 

In thousands

06/30/2022

 

12/31/2021

Notional amount – US$

349,329

 

188,621

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

(807,070)

 

(129,670)

Fair value adjustment of inventories - R$

48,898

 

(4,352)

 

h.2              Cash flow hedge

 

Until March 31, 2022, the Company and its subsidiaries had designated, as cash flow hedge for protection against variations arising from exchange rate changes, derivative financial instruments to hedge firm commitments and non-derivative financial instruments to hedge highly probable future transactions.

 

Since April 1, 2022, the exchange rate hedging instruments for highly probable future transactions designated as cash flow hedges, referring to notes in the foreign market, no longer impact the Company and its subsidiaries due to the sale of Oxiteno (totaled US$ 386,787 as of December 31, 2021), and a realized loss was recognized in the income statement in the amount of R$ 506,375 as of June 30, 2022 (unrealized gain in the amount of R$ 107,807 as of June 30, 2021), net of deferred IRPJ and CSLL. The impacts and balances of cash flow hedge are recognized at Oxiteno and presented as “Held for sale” and “Discontinued operation”.

 

h.3 Net investment hedge in foreign entities

 

Until March 31, 2022, the Company and its subsidiaries had designated, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.

 

As of April 1, 2022, the balance of notes in the foreign market designated as net investment hedge in foreign entities, referring to part of the investments made in entities that have a functional currency other than the Brazilian Real, no longer impact the Company and its subsidiaries due to the sale of Oxiteno (totaled US$ 95,000 as of December 31, 2021), and a gain was recognized in “Other comprehensive income” in the amount of R$ 52,837 as of June 30, 2022 (loss of R$ 12,195 as of June 30, 2021), net of deferred IRPJ and CSLL. The effects of exchange rate variation on investments and notes in the foreign market were offset in equity. The impacts and balances of net investments hedge in foreign entities are recognized at Oxiteno, and presented as “Held for sale” and “Discontinued operation”.


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

i. Gains (losses) on hedging instruments

 

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

 

 

06/30/2022

 

06/30/2021

 

12/31/2021

 

Income or loss

 

Equity

 

Income or loss

 

Equity

a - Currency swap receivable in U.S. dollars (i) and (ii) and commodities

(508,996)

 

 

(147,187)

 

b - Interest rate swaps in R$ (iii)

(189,658)

 

 

(26,901)

 

c - Non-derivative financial instruments (iv)

(487,081)

 

-

 

78,178

 

(617,469)

Total

(1,185,735)

 

-

 

(95,910)

 

(617,469)

 

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


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

j. Fair value of financial instruments

 

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

 

 

 

 

06/30/2022

 

12/31/2021

 

Category

 

Carrying

 

Fair

 

Carrying

 

Fair 

 

 

Note

value

 

value

 

value

 

value

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash and banks

Measured at amortized cost

5.a

293,749

 

293,749

 

334,547

 

334,547

Fixed-income securities in local currency

Measured at amortized cost

5.a

4,411,337

 

4,411,337

 

1,943,164

 

1,943,164

Fixed-income securities in foreign currency

Measured at amortized cost

5.a

2,217

 

2,217

 

2,363

 

2,363

Financial investments

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

784,812

 

784,812

 

1,607,608

 

1,607,608

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

417,371

 

417,371

 

103,239

 

103,239

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

5.b

791,911

 

791,911

 

472,552

 

472,552

Trade receivables

Measured at amortized cost

6.a

4,339,672

 

4,314,600

 

3,813,350

 

3,367,012

Reseller financing

Measured at amortized cost

6.b

1,169,771

 

1,169,754

 

1,183,312

 

1,176,582

Other receivables

Measured at amortized cost

6.c

843,086

 

843,086

 

85,953

 

85,953

Total

 

 

13,053,926

 

13,028,837

 

9,546,088

 

9,093,020

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17

666,701

 

666,701

 

1,011,374

 

1,011,374

Financing

Measured at amortized cost

17

4,251,612

 

4,063,044

 

8,082,323

 

8,380,088

Debentures

Measured at amortized cost

17

4,010,116

 

3,914,487

 

4,599,525

 

4,529,439

Debentures

Measured at fair value through profit or loss

17

3,594,018

 

3,594,019

 

2,487,244

 

2,487,244

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

17

584,334

 

584,334

 

197,177

 

197,177

Trade payables

Measured at amortized cost

18

6,680,793

 

6,616,459

 

5,789,954

 

5,727,724

Subscription warrants - indemnification

Measured at fair value through profit or loss

25

42,742

 

42,742

 

51,296

 

51,296

Total

 

 

19,830,316

 

19,481,786

 

22,218,893

 

22,384,342

 

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

  • The fair value of 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 market.
  • The fair values of trade receivables and trade payables approximate their carrying amounts and the Company calculates their 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 from 2020 onwards and they are not entitled to dividends until then. The number of shares of subscription warrants – indemnification was also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 24).
  • The fair value calculation of notes in the foreign market is based on the quoted price in an active market (see Note 17).

 

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.

 

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), (iii) guarantees to customers that have vendor arrangements (see Note 17), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 24). Cash, banks, trade receivables and reseller financing are classified as financial assets measured at amortized cost. Trade payables and other payables are classified as financial liabilities measured at amortized cost.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

j.1 Fair value hierarchy of financial instruments

 

The financial instruments are classified in the following categories:

 

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

 

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

 

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

 

 

Category

Note

06/30/2022

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and banks

Measured at amortized cost

5.a

293,749

 

 

Fixed-income securities in local currency

Measured at amortized cost

5.a

4,411,337

 

 

-

Fixed-income securities in foreign currency

Measured at amortized cost

5.a

2,217

 

-

 

Financial investments

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

784,812

 

784,812

 

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

417,371

 

417,371

 

Foreign exchange, interest rate and commodity hedging instruments

Measured at fair value through profit or loss

5.b

791,911

 

 

791,911

Trade receivables

Measured at amortized cost

6.a

4,314,600

 

 

Reseller financing

Measured at amortized cost

6.b

1,169,754

 

 

Other receivables

Measured at amortized cost

6.c

843,086

 

 

 

 

Total

 

 

13,028,837

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17.a

666,701

 

 

666,701

Financing

Measured at amortized cost

17.a

4,063,044

 

 

Debentures

Measured at amortized cost

17.a

3,914,487

 

 

Debentures

Measured at fair value through profit or loss

17.a

3,594,019

 

 

3,594,019

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

17.a

584,334

 

 

584,334

Trade payables

Measured at amortized cost

18

6,616,459

 

 

Stock warrant – indemnification(1)

Measured at fair value through profit or loss

25

42,742

 

 

42,742

Total

 

 

19,481,786

 

 

 

 

 

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


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(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 June 30, 2022, Management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 9.16 (R$ 10.25 as of December 31, 2021) in the base scenario.

 

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

 

06/30/2022

Risk

Base Scenario

Currency swaps receivable in U.S. dollars

 

 

(1) U.S. Dollar/Real swaps

Dollar appreciation

1,248,853

(2) Debts/Firm commitments in U.S. dollars

(1,248,853)

(1)+(2)

Net effect in result

 

 

 

Currency swaps payable in U.S. dollars

 

 

(3) Real/US Dollar Swaps

Dollar devaluation

32,045

(4) Gross margin of Ipiranga

(32,045)

(3)+(4)

Net effect in result

 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais as of June 30, 2022, the Company used the futures curve of the DI x Prefixed rate contract quoted on B3 as of June 30, 2022 for each of the swap and debt (hedged item) maturities, to determine the base scenario.

 

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

 

06/30/2022

Risk

Base Scenario

Interest rate swap (Real) - Debentures - CRA

 

 

   (1) Fixed rate swap - DI

Fixed rate reduction

4,549,880

   (2) Fixed rate debt

(4,549,880)

   (1)+(2)

Net effect in result

 

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

33 Commitments (Consolidated)

 

a. Contracts

 

Subsidiary Ultracargo Logística has agreements with CODEBA, with Complexo Industrial Portuário Governador Eraldo Gueiros and with Empresa Maranhense de Administração Portuária, in connection with its port facilities in Aratu, Suape and Itaqui, respectively. Such agreements establish a minimum cargo movement 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 June 30, 2022, these rates were R$ 8.37 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.85 per m³ for Itaqui. According to contractual conditions and tolerances, as of June 30, 2022, there were no material pending issues regarding the minimum purchase limits of the contract.


b. Area port lease

 

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

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

34 Events after the reporting period

 

  1. Conclusion of Extrafarma sale agreement

 

On May 18, 2021 the Company announced the signing of an agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). On June 22, 2022, CADE approved the transaction, through the execution of a Merger Concentration Agreement (“ACC”), providing for the divestment of 8 Extrafarma stores, which did not result in change in the enterprise value. On August 1, 2022, the transaction was closed, including the fulfillment of all precedent conditions indicated by CADE. The amount of R$ 700 million was adjusted by the variations in working capital variations and net debt position of R$ 37,7 million resulting in the total amount of R$ 737,7 million. This amount is still subject to final working capital and net debt adjustments. Out of the first installment of R$ 372,3 million, R$ 365,4 were paid by Pague Menos on the present date and R$ 6,9 million were paid in cash by shareholders who exercised the preemptive rights. The payment of the two remaining installments of R$ 182,7 million each will be realized in August, 2023 and August, 2024 by Pague Menos. The Company held 100% of Extrafarma participation, through subsidiary Ipiranga.

 

  1. Consortium between Ultragaz and Supergasbrás for sharing of operating assets

 

On July 12, 2022, Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Ultrapar”), pursuant to CVM Resolution 44/21, announced that it has submitted for approval of the Administrative Council for Economic Defense (“CADE”) a consortium agreement between Ultragaz and Supergasbrás Energia Ltda. (“Supergasbrás”) for the sharing of part of its operations and infrastructure of LPG storage and bottling bases (“Agreement”).

 

Once approved, the Agreement will allow Ultragaz to expand its presence from 19 to 25 bottling bases, providing safer supply in the regions served and better service levels, benefiting customers and resellers There will be no changes in the commercial operation of the companies.

 

Until the approval by CADE, the companies will operate independently in the ordinary course of business. 


 

Graphics


São Paulo, August 3, 2022Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and infrastructure through Ipiranga, Ultragaz and Ultracargo, today announces its results for the second quarter of 2022.   


  Continuing operations

Net revenues

Recurring Adjusted EBITDA²

Investments

R$ 37

billion

R$ 1,103
million

R$ 407
million


Pro forma

view¹

Net revenues

Recurring Adjusted EBITDA²

Net income

R$ 37

billion

R$ 1,119
million

R$ 460
million

¹ Considers the sum of continuing and discontinued operations

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


Highlights


  • EBTIDA growth in all of the main businesses of the Group.
  • Conclusion of the sale of Extrafarma in August. Subsequent cash entrance related to the sale will be reflected in the balance sheet of the 3Q22. 
  • Issuance of Agribusiness Receivables Certificate (tax incentive bonds CRA) by Ipiranga in June 2022, in the total amount of R$ 1 billion and at a cost of 104.80% of the CDI. 
  • Financial leverage reduced to 2.2x, the lowest level of the last 4 years, due to the sale of Oxiteno in April 2022.
  • Signing of the consortium agreement between Ultragaz and Supergasbrás to share operating assets, still subject to the approval by CADE.

Graphics
Graphics
 

Considerations on the financial and operational information

Ultrapar 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 greater efficiency and value generation potential. The management’s greater focus and the reduction of financial 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. On December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. The sale of Oxiteno was closed on April 1st, 2022, and thus ceased to be part of discontinued operations and Ultrapar's results as of 2Q22. The sale of Extrafarma was closed on August 1st, 2022, and its results are shown within discontinued operations. In this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continuing and discontinued operations unless otherwise indicated.

The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on June 30, 2022, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information (pro forma). Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. Information denominated EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:

 Quarter     Accumulated 
       
R$ million  2Q22     2Q21     1Q22    1H22   1H21
       
Net income           459.9           (18.2)           461.2             921.1           119.2
(+) Income and social contribution taxes           133.2            54.9              58.9             192.1           155.9
(+) Net financial (income) expenses           509.6              2.8             358.0             867.6           336.4
(+) Depreciation and amortization           288.9           335.7             363.1             651.9           668.4
(+) Net effect of the cessation of depreciation           (13.5) -               (65.0)             (78.5) -  
                 
EBITDA        1,378.1             375.1          1,176.1        2,554.3          1,279.9
     
Accounting adjustments      
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga)           115.9            80.3              88.4           204.3           128.1
(+) Amortization of contractual assets with customers - exclusive rights (Ultragaz)              0.4              0.4                0.4              0.7              0.8
(+) Cash flow hedge from bonds (Oxiteno) -              47.7            48.1            48.1            91.0
   
Adjusted EBITDA        1,494.4             503.5          1,312.9        2,807.3          1,499.8
   
Adjusted EBITDA from continuing operations        1,189.0           605.4             898.9        2,087.9        1,366.0
Ultragaz            261.0           136.5             213.1           474.2           286.8
Ultracargo           129.6           100.2             113.9           243.5           192.7
Ipiranga           840.0           421.8             619.5        1,459.5           984.8
Holding, abastece aí and other companies           (42.4)           (55.9)             (50.5)           (92.9)         (103.7)
Eliminations              0.9              2.7                2.8              3.6              5.4
        
Adjusted EBITDA from discontinued operations           305.4         (102.0)             414.1           719.5           133.8
Oxiteno -             273.8             396.2           396.2           500.7
Extrafarma            17.0         (373.0)              20.6            37.6         (361.5)
Capital gain from the sale of Oxiteno           289.2 -     -             289.2 -  
Eliminations             (0.9)             (2.7)               (2.8)             (3.6)             (5.4)
   
Non-recurring items that affected EBITDA    
(-) Results from disposal of assets (Ipiranga)           (53.0)           (31.7)           (25.9)           (78.9)           (37.5)
(-) Extemporaneous tax credits (Ipiranga)           (32.7)           (96.9) -             (32.7)           (96.9)
(-) Extemporaneous tax credits (Oxiteno) -   -             (62.4)           (62.4) -  
(-) Capital gain from the sale of Oxiteno         (289.2) -   -           (289.2) -  
(+) Impairment (Extrafarma) -             394.7 -   -             394.7
     
Recurring Adjusted EBITDA        1,119.5             769.5          1,224.6        2,344.1          1,760.0
     
Recurring Adjusted EBITDA from continuing operations        1,103.3           476.8           872.9        1,976.3        1,231.6
Ultragaz           261.0           136.5           213.1           474.2           286.8
Ultracargo           129.6           100.2           113.9           243.5           192.7
Ipiranga           754.3           293.2           593.6        1,347.9           850.4
Holding, abastece aí and other companies           (42.4)           (55.9)           (50.5)           (92.9)         (103.7)
Eliminations              0.9              2.7              2.8              3.6              5.4
Recurring Adjusted EBITDA from discontinued operations            16.1           292.7             351.7           367.8           528.5
Oxiteno -             273.8           333.9           333.9           500.7
Extrafarma            17.0            21.6            20.6            37.6            33.2
Eliminations             (0.9)             (2.7)             (2.8)             (3.6)             (5.4)
Graphics
Graphics

 

Ultrapar

 

Amounts in R$ million

2Q22

2Q21

1Q22

Δ

Δ

1H22

1H21

Δ

2Q22 v 2Q21

2Q22 v 1Q22

1H22 v 1H21

Net revenues

37,425

  28,526

  34,036

31%

10%

71,461

52,476

36%

Adjusted EBITDA

1,494

503

1,313

197%

14%

2,807

1,500

87%

Recurring Adjusted EBITDA1

1,119

769

1,225

45%

(9%)

2,344

1,760

33%

Recurring Adjusted EBITDA - Continuing operations

1,103

477

873

131%

26%

1,976

1,232

60%

Recurring Adjusted EBITDA - Discontinued operations

16

293

352

(94%)

(95%)

368

528

(30%)

Depreciation and amortization²

405

416

452

(3%)

(10%)

857

797

7%

Financial result3

(510)

(50)

(406)

n/a

(26%)

(916)

(427)

(114%)

Net income4

460

(18)

461

n/a

0%

921

119

n/a

Investments5

412

398

382

4%

8%

794

691

15%

Cash flow from operations

376

1,150

(1,183)

(67%)

n/a

(807)

1,278

n/a

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

2 Includes amortization of contractual assets with customers exclusive rights   

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

As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5

Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively, and R$ 16 million related to the grant of Ipiranga's terminal in Belém in 2Q2

 

Net revenues Total of R$ 37,425 million (+31% YoY and +10% QoQ), due to the increase in net revenues in all businesses, especially Ipiranga, partially offset by the closing of the sale of Oxiteno and its respective deconsolidation from the results in 2Q22. 

Recurring Adjusted EBITDA - Continuing operations Total of R$ 1,103 million (+131% YoY and +26% QoQ), due to higher EBITDA of Ipiranga, Ultragaz and Ultracargo.

Recurring Adjusted EBITDA - Discontinued operationsTotal of R$ 16 million (-94% YoY and -95% QoQ). Excluding Oxiteno’s results in 2Q21, the reduction was 23% YoY and 18% QoQ, mainly due to lower EBITDA of Extrafarma, as a result of higher expenses, offset by higher revenues on the back of the annual readjustment in the price of medicines.

Depreciation and amortization Total of R$ 405 million (-3% YoY and -10% QoQ), as a result of Oxiteno’s deconsolidation in 2Q22, partially offset by higher investments made during the last 12 months and higher amortization of contractual assets at Ipiranga.

Results from the Holding, abastece aí and other companies Ultrapar recorded a negative result of R$ 42 million in the Holding, abastece aí and other companies, comprised of (i) R$ 41 million of negative EBITDA from the Holding, (ii) R$ 14 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, mainly concerning technology services and fraud prevention, and (iii) R$ 12 million of positive EBITDA from other companies, mainly due to higher results from Refinaria Riograndense.

Financial result Ultrapar reported net financial expenses of R$ 510 million in 2Q22, compared to net financial expenses of R$ 50 million in 2Q21, resulting from (i) the one-off negative result of R$ 272 million of mark-to-market of hedges in 2Q22 compared to the one-off positive result of R$ 65 million in 2Q21 and (ii) the higher CDI rate, despite the lower average balance and cost of the net debt. Compared to 1Q22, a period during which Ultrapar recognized net financial expenses of R$ 406 million, the variation is explained by the same reasons already mentioned.

Net income Total of R$ 460 million, R$ 478 million higher than 2Q21, due to higher EBITDA from continuing operations, the capital gain from the sale of Oxiteno registered in 2Q22 and the impairment of Extrafarma registered in 2Q21, attenuated by the increase in net financial expenses. Compared to 1Q22, net income remained stable.

Cash flow from operations Generation of R$ 376 million in 2Q22, compared to the generation of R$ 1,150 million in 2Q21, mainly due to higher investments in working capital in 2Q22, especially due to significant increases in fuel prices, despite the higher EBITDA.


Graphics
Graphics


Ultragaz

 

 

2Q22

2Q21

1Q22

Δ

Δ

1H22

1H21

Δ

2Q22 v 2Q21

2Q22 v 1Q22

1H22 v 1H21

Total volume (000 tons)

425

439

399

(3%)

7%

824

845

(2%)

Bottled

281

299

265

(6%)

6%

545

573

(5%)

Bulk

144

140

134

3%

8%

279

272

2%

Adjusted EBITDA (R$ million)

261

137

213

91%

22%

474

287

65%

Adjusted EBITDA margin (R$/ton)

614

311

534

97%

15%

575

340

69%

 

Operational performance The volume sold by Ultragaz in 2Q22 decreased 3% in relation to 2Q21, resulting from a 6% sales reduction in the bottled segment, due to lower market demand influenced by the higher LPG costs in the last 12 months. The bulk segment, on the other hand, increased 3%, due to higher sales to the commercial and services segments. Compared to 1Q22, volume sold decreased 7%, due to the typical seasonality between periods.  

Net revenues Total of R$ 2,944 million (+26% YoY), due to the pass throughs of higher LPG costs, attenuated by lower sales volume. Compared to 1Q22, net revenues increased 12%, mainly due to higher sales volume. 

Cost of goods sold Total of R$ 2,551 million (+21% YoY), due to the readjustments of LPG costs carried out by Petrobras, resulting from the increases in the international prices of oil and derivatives, and higher freight expenses, reflecting the higher price of diesel. Compared to 1Q22, cost of goods sold increased 10%, mainly due to the higher sales volume and higher freight costs.

Sales, general and administrative expenses Total of R$ 206 million (+29% YoY), resulting from higher expenses with personnel (mainly collective bargaining agreement and variable compensation, in line with the progression of results), marketing and provisions for doubtful accounts. Compared to 1Q22, SG&A increased 16% for the same reasons already mentioned.

Adjusted EBITDA Total of R$ 261 million, a significant increase compared to the pressured comparison basis of 2Q21, resulting from the consecutive increases of LPG costs in that period, as well as better margins in 2Q22, as a result of efficiency and productivity initiatives, partially offset by higher expenses and lower sales volume. Compared to 1Q22, Adjusted EBITDA increased 22%, mainly due to seasonally higher sales volume.

Investments R$ 78 million were invested this quarter, directed mainly towards the acquisition and replacement of bottles, equipment installed in customers in the bulk segment and maintenance of existing operations.

 


Graphics
Graphics


Ultracargo

 

 

2Q22

2Q21

1Q22

Δ

Δ

1H22

1H21

Δ

2Q22 v 2Q21

2Q22 v 1Q22

1H22 v 1H21

Installed capacity1 (000 m³)

955

859

955

11%

0%

955

851

12%

m³ sold (000 m³)

3,411

3,155

3,220

8%

6%

6,631

6,292

5%

Adjusted EBITDA (R$ million)

130

100

114

29%

14%

243

193

26%

Adjusted EBITDA margin (%)

60%

57%

58%

3 p.p.

2 p.p.

59%

55%

3 p.p.

1 Monthly average


Operational performance Ultracargo's average installed capacity increased 11% YoY, as a result of capacity expansions in Itaqui and the start-up of operations in Vila do Conde terminal. The m³ sold increased 8%, with higher handling in Itaqui and the start-up of operations of Vila do Conde, attenuated by lower handling of ethanol and chemicals in Suape. Compared to 1Q22, m³ sold increased 6%, due to the ramp-up of the operations in Vila do Conde, as well as higher handling of ethanol and fuels in Suape and of chemicals in Santos.  

Net revenues Total of R$ 217 million (+23% YoY), due to contractual readjustments and higher m³ sold mostly at Itaqui and Vila do Conde. Compared to 1Q22, net revenues increased 10%, due to higher m³ sold in Vila do Conde, Suape and Santos terminals.

Cost of services provided Total of R$ 88 million (+26% YoY), of which about half of the increase refers to costs and depreciation of the Vila do Conde terminal (operations started in December 2021), while the remainder comes from higher depreciation, due to capacity expansions in Itaqui and investments made in the last 12 months, along with the effect of inflation over personnel and inputs. Compared to 1Q22, cost of services provided increased 5%, due to higher depreciation and higher costs with inputs and maintenance.

Sales, general and administrative expenses Total of R$ 35 million (+3% YoY), resulting from higher expenses with personnel (mainly provision for variable compensation, in line with the progression of results), attenuated by productivity and efficiency gains. Compared to 1Q22, sales, general and administrative expenses increased 14%, due to higher expenses with personnel.

Adjusted EBITDA Ultracargo reached a record level of EBITDA of R$ 130 million (+29% YoY), as a result of the capacity expansions with profitability gains, contractual readjustments and productivity and efficiency gains. Compared to 1Q22, there was a 14% growth, mainly due to higher m³ sold, driven by higher handling in Vila do Conde.

Investments Investments in the period amounted to R$ 36 million, directed towards efficiency gain projects, maintenance, and operational safety of the terminals.


Graphics
Graphics

 

Ipiranga

 

 

2Q22

2Q21

1Q22

Δ

Δ

1H22

1H21

Δ

2Q22 v 2Q21

2Q22 v 1Q22

1H22 v 1H21

Total volume (000 m³)

5,629

5,585

5,375

1%

5%

11,004

10,952

0%

Diesel

3,047

3,024

2,804

1%

9%

5,851

5,775

1%

Otto cycle

2,472

2,453

2,463

1%

0%

4,935

4,954

0%

Others¹

111

109

107

2%

4%

218

223

(2%)

Adjusted EBITDA (R$ million)

840

422

620

99%

36%

1,460

985

48%

Adjusted EBITDA margin (R$/m³)

149

76

115

98%

29%

133

90

48%

Results from disposal of assets

53

32

26

67%

105%

79

37

110%

Extemporaneous tax credits

33

97

-

(66%)

n/a

33

97

(66%)

Recurring Adjusted EBITDA (R$ million)

754

293

594

157%

27%

1,348

850

59%

Recurring Adjusted EBITDA margin (R$/m³)

134

52

110

155%

21%

122

78

58%

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

 

Operational performance The volume sold by Ipiranga grew 1% YoY, with an increase of 1% in the Otto cycle and diesel, influenced by a decision to lower sales in the spot market. Compared to 1Q22, volume was 5% higher, due to 9% growth in diesel, resulting mainly from the typical seasonality between the periods.  

Net revenues Total of R$ 33,706 million (+41% YoY), due to the cost pass throughs of higher oil derivatives and ethanol prices. Compared to 1Q22, net revenues increased 18% for the same reasons already mentioned, as well as higher sales volume.

Cost of goods sold Total of R$ 32,391 million (+39% YoY), due to increased costs of oil derivatives and ethanol arising from the increase in international prices. Compared to 1Q22, cost of goods sold increased 17%, due to higher average prices of oil derivatives and higher sales volume.

Sales, general and administrative expenses Total of R$ 646 million (+31% YoY), resulting from higher expenses with personnel (mainly collective bargaining agreement and variable compensation, in line with the progression of results), freight (increased diesel price) and AmPm’s company-operated stores, along with lower reversal of provisions for doubtful accounts. Compared to 1Q22, sales, general and administrative expenses increased 17%, due to higher expenses with personnel, freight and contingencies.

Other operating results Total costs of R$ 130 million, a worsening of R$ 204 million in relation to 2Q21, due to costs with CBios in the amount of R$ 180 million in 2Q22 (R$ 148 million higher than 2Q21) and the constitution of R$ 33 million in extemporaneous tax credits (R$ 64 million lower than 2Q21). Compared to 1Q22, the worsening was of R$ 20 million, due to higher costs with CBios in the amount of R$ 54 million, offset by the constitution of credits of R$ 33 million already mentioned above.

Results from disposal of assets Total of R$ 53 million, an increase of R$ 21 million and R$ 27 million compared to 2Q21 and to 1Q22, respectively, due to higher sales of real estate assets.

Recurring Adjusted EBITDA Total of R$ 754 million (+157% YoY and +27% QoQ), due to better margins and higher sales volume, attenuated by higher expenses and higher costs with CBios.

Investments R$ 285 million were invested, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 108 million refer to additions to fixed and intangible assets and R$ 186 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 10 million of installments from the financing granted to customers, net of releases.


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Indebtedness (R$ million)


Ultrapar consolidated

2Q22

2Q21

1Q22

Gross debt

(13,107)

(16,106)

(15,783)

Cash and cash equivalents

6,739

6,979

4,223

Net debt (ex-IFRS 16)

(6,368)

(9,127)

(11,560)

Leases payable

(1,804)

(1,796)

(1,864)

Net debt

(8,172)

(10,923)

(13,424)

Net debt/LTM Adjusted EBITDA¹

2.2x

2.8x

3.1x

Average cost of debt

96% DI

114% DI

97% DI

DI - 0.5%

DI + 0.5%

DI - 0.3%

Average cash yield (% DI)

79%

76%

71%

Average debt duration (years)

4.2

4.4

4.3

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), capital gain from the sale of ConectCar of R$ 76 million in 4Q21 and capital gain from the sale of Oxiteno of R$ 289 million in 2Q22  

 

Ultrapar ended 2Q22 with net financial debt of R$ 6.4 billion, composed of a gross indebtedness of R$ 13.1 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$ 8.2 billion (2.2x LTM Adjusted EBITDA) compared to R$ 13.4 billion on March 31, 2022 (3.1x LTM Adjusted EBITDA). The reduction in the net debt in comparison to the position at the end of 1Q22 is mainly due to the cash inflow related to the sale of Oxiteno in April 2022, attenuated by the consumption of cash with working capital. A portion of the amount received from the sale of Oxiteno was used to partially repurchase the bonds, also reducing the gross debt and the cost of carrying debt for Ultrapar. The financial leverage reduction reflects the reduction of the net debt and the EBITDA growth from the continuing operations.


Maturity profile and debt breakdown:

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Updates on ESG themes

In April, for the second consecutive year, Ultrapar held its Innovation Event with the theme Energy and Sustainability, aimed at the leaders of the Holding and the businesses, with more than 700 leaders of the Group participating. In June, the Company formally informed its attendance in the second edition of the Inova 2030 Dispara, an initiative of the Global Compact’s Brazil Network that seeks to promote the education of the youth and foster shared value projects as well as to contribute with the Sustainable Development Goals (SDGs). Ultrapar also contributed to develop the industry inventory with IBP, which has the purpose of calculating the greenhouse effect gases emitted by the Brazilian oil and gas industry.

In May, Ultragaz released its 2021 Sustainability Report (click here to access the file – Portuguese only). During the quarter, Ultragaz also organized meetings with its critical suppliers to promote their involvement with the CDP Program for Climate Change and Water Management. The company also took part in several social actions, such as the Carreta Cinema Ultragaz Project, screening movies to more than 10 thousand children and teenagers in 14 Brazilian states.

In May, Ultracargo adhered to the UN Global Compact, strengthening its commitment with the SDGs. The Socio-Emotional Dialogues project, a social action focused on the Education pillar, was developed along with the Ayrton Senna Institute in São Luís (state of Maranhão), reaching 21 schools to train about 160 teachers. The Integrar Arte e Vida project was also initiated in May and was promoted by the Brazilian Sports Association and the Brazilian Development, Sports, and Education Association, sponsored by means of the sports incentive federal law. Located in the Alemoa complex, in Santos, this project offers cultural and sports workshops to about 240 young people, from ages 6 to 17, outside the school hours, and it is a way of reducing the school dropout rates. In June, along with Ultrapar, Ultracargo donated more than a thousand basic food baskets and hygiene kits, 3 thousand liters of drinkable water and mattresses to the communities in Cabo de Santo Agostinho and Ipojuca (state of Pernambuco), impacted by the heavy rains, as well as rubber boots to the SAMU (emergency service) of Pernambuco, which was involved in rescuing the victims.

In May, Ipiranga released its 2021 Sustainability Report (click here to access the file). In June, the Operação Mulher Program was released to provide technical qualification to women so they could work for Ipiranga or the industry market. Ipiranga also won the Maio Amarelo 2022 Award thanks to its partnership with Pró-Frotas in a campaign to promote awareness on traffic safety, reaching more than 10 million people. The Merco Responsabilidade ESG 2021 ranking acknowledged Ipiranga with the first place among the companies of the energy industry, being among the 100 most responsible Brazilian companies in ESG. The companies are ranked based on a reputational questionnaire filled by external stakeholders, based on their perception over such companies.



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Capital markets

Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 125 million/day in 2Q22 (-15% YoY). Ultrapar’s shares ended the quarter quoted at R$ 12.31 on B3, a depreciation of 13% in the quarter, while the Ibovespa stock index fell by 18%. In NYSE, Ultrapar’s shares decreased 22% in 2Q22, while the Dow Jones stock index depreciated 11%. Ultrapar ended 2Q22 with a market cap of R$ 14 billion. 

 Capital markets

2Q22

2Q21

1Q22

1H22

1H21

Final number of shares (000)

1,115,152

1,115,077

1,115,152

1,115,152

1,115,077

Market capitalization¹ (R$ million)

13,728

20,506

15,779

13,728

20,506

B3

 

 

 

 

 

Average daily trading volume (000 shares)

7,891

5,732

7,231

7,276

6,291

Average daily financial volume (R$ 000)

105,168

116,073

102,384

99,379

130,551

Average share price (R$/share)

13.33

20.25

14.16

13.66

20.75

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

50,438

50,363

50,438

50,438

50,363

Average daily trading volume (000 ADRs)

1,480

1,533

1,299

1,388

1,908

Average daily financial volume (US$ 000)

3,938

5,951

3,531

3,730

7,342

Average share price (US$/ADRs)

2.66

3.88

2.72

2.69

3.85

Total

 

 

 

 

 

Average daily trading volume (000 shares)

9,371

7,265

8,531

8,664

8,198

Average daily financial volume (R$ 000) 

124,690

147,500

120,690

118,279

170,290

   ¹ Calculated on the closing share price for the period

   ² 1 ADR = 1 common share


 

UGPA3 x Ibovespa performance2Q22

(Mar 31, 2022 = 100)

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2Q22 Conference call

Ultrapar will host a conference call for analysts and investors on August 4, 2022, to comment on the Company’s performance in the second quarter of 2022 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

The conference call will be transmitted via webcast and held in Portuguese with simultaneous translation into English. The access link is available at ri.ultra.com.br. Please connect 10 minutes in advance. 

 

Conference call in Portuguese with simultaneous translation to English

Time: 11:00 a.m. (BRT) / 10:00 a.m. (EDT)

 

 

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

Code: Ultrapar – in Portuguese
 

Replay: +55 (11) 3193-1012 (available for seven days)

Code: 3167603#

 

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

Code: Ultrapar – in English

 

Replay: +55 (11) 3193-1012 (available for seven days)

Code: 9792937#

 

 

 

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ULTRAPAR
CONSOLIDATED BALANCE SHEET
     
    In million of Reais    JUN 22   Continuing operations¹   Discontinued operations¹     JUN 21     MAR 22   Continuing operations¹   Discontinued operations¹ 
     
ASSETS
     
Cash and cash equivalents 4,745.1 4,707.3 37.8 2,860.3 2,701.5 2,252.5 449.0
Financial investments and hedge derivative financial instruments 1,372.8 1,372.8 (0.0) 3,356.0 964.5 936.6 27.9
Trade receivables and reseller financing 4,547.1 4,423.9 123.2 4,363.1 5,596.7 4,468.6 1,128.1
Inventories 6,573.3 6,010.5 562.8 4,888.8 6,445.9 4,242.3 2,203.6
Recoverable taxes 1,488.9 1,422.1 66.8 1,423.1 2,000.6 1,301.6 699.0
Prepaid expenses 152.3 143.1 9.1 159.8 191.5 149.0 42.5
Contractual assets with customers - exclusive rights 579.4 579.4 - 514.4 573.7 573.7 -
Other receivables 119.1 101.5 17.6 112.9 93.8 51.6 42.2
Total Current Assets   19,578.0 18,760.6 817.3 17,678.5   18,568.1 13,975.8 4,592.3











Financial investments and hedge derivative financial instruments 621.3 621.3 - 762.5 557.3 557.3 -
Trade receivables and reseller financing 513.9 513.9 - 500.8 492.5 492.3 0.2
Deferred income and social contribution taxes 1,016.6 812.1 204.5 1,081.6 1,315.2 608.5 706.7
Recoverable taxes 1,352.2 1,330.6 21.7 1,657.2 1,604.6 1,204.9 399.8
Escrow deposits  875.1 871.4 3.7 862.7 853.5 845.6 7.9
Prepaid expenses 64.9 64.9 0.0 66.8 74.4 66.9 7.5
Contractual assets with customers - exclusive rights 1,646.2 1,646.2 - 1,297.2 1,570.1 1,570.1 -
Other receivables 861.9 861.9 - 171.3 153.5 153.4 0.0
Investments 117.2 117.2 - 175.1 113.3 94.4 18.9
Right to use assets 2,049.9 1,723.2 326.8 2,057.5 2,111.5 1,765.0 346.5
Property, plant and equipment 5,768.7 5,624.6 144.1 8,030.9 8,344.8 5,564.3 2,780.5
Intangible assets 1,828.4 1,751.1 77.3 1,631.2 1,901.6 1,660.8 240.8
Total Non-Current Assets   16,716.2 15,938.1 778.1 18,294.7   19,092.3 14,583.4 4,508.9
 
  
 
 


TOTAL ASSETS   36,294.2 34,698.8 1,595.4 35,973.2   37,660.4 28,559.3 9,101.1
     
LIABILITIES
 








Loans, financing and hedge derivative financial instruments 324.3 324.3 - 1,548.7 1,089.1 985.7 103.3
Debentures 3,382.8 3,382.8 - 1,480.6 4,012.6 4,012.6 -
Trade payables 6,889.7 6,680.8 208.9 5,492.6 6,367.4 5,324.2 1,043.2
Salaries and related charges 376.3 321.4 54.8 434.2 426.4 267.6 158.8
Taxes payable 534.2 515.7 18.5 496.1 537.2 331.4 205.8
Leases payable 278.8 206.6 72.2 286.6 287.1 208.0 79.1
Other payables 889.2 886.4 2.8 314.2 383.4 356.4 26.9
Total Current Liabilities    12,675.3 12,318.1 357.3 10,053.1   13,103.2 11,485.9 1,617.2











Loans, financing and hedge derivative financial instruments 5,178.4 5,178.4 0.0 7,698.6 7,522.3 7,521.8 0.4
Debentures 4,221.4 4,221.4 - 5,377.7 3,159.1 3,159.1 -
Provisions for tax, civil and labor risks 989.7 987.7 2.0 768.6 893.9 843.8 50.1
Post-employment benefits 197.3 197.0 0.3 260.0 200.4 193.9 6.5
Leases payable 1,525.1 1,215.3 309.8 1,509.1 1,577.3 1,246.5 330.8
Other payables 214.7 212.4 2.2 257.3 216.8 211.6 5.2
Total Non-Current Liabilities   12,326.5 12,012.2 314.3 15,871.3   13,569.9 13,176.8 393.1











TOTAL LIABILITIES   25,001.8 24,330.2 671.6 25,924.4   26,673.1 24,662.7 2,010.4
     
EQUITY











Share capital 5,171.8 5,171.8 - 5,171.8 5,171.8 5,171.8 -
Reserves 5,467.6 5,467.6 - 5,007.9 5,467.7 5,467.7 -
Treasury shares (488.4) (488.4) - (489.1) (488.4) (488.4) -
Other 690.3 690.3 - (25.9) 391.3 391.3 -
Non-controlling interests in subsidiaries 451.2 451.2 - 384.1 445.1 445.1 -
Total Equity   11,292.4 11,292.4 - 10,048.8   10,987.3 10,987.3 -











TOTAL LIABILITIES AND EQUITY   36,294.2 35,622.6 671.6 35,973.2   37,660.4 35,650.0 2,010.4











Cash and financial investments 6,739.2 n/a n/a 6,978.7 4,223.3 n/a n/a
Loans and debentures (13,106.8) n/a n/a (16,105.6) (15,783.0) n/a n/a
Leases payable (1,803.9) n/a n/a (1,795.7) (1,864.4) n/a n/a
Net Cash (debt)   (8,171.5) n/a n/a (10,922.6)   (13,424.2) n/a n/a
                                
Net Cash (debt) ex-IFRS 16   (6,367.6) n/a n/a (9,126.9)   (11,559.8) n/a n/a


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)

 

 

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ULTRAPAR
INCOME STATEMENT
                     
  In million of Reais     2Q22   Continuing operations   Discontinued operations     2Q21   Continuing operations   Discontinued operations     1Q22   Continuing operations   Discontinued operations     1H22     1H21 
         
Net revenues from sales and services   37,425.1 36,879.4 545.8
28,526.1 26,346.3 2,179.8
34,036.0 31,503.3 2,532.7
71,461.2
52,476.3
 



Cost of products and services sold   (35,401.7) (35,027.5) (374.1)
(27,030.3) (25,394.4) (1,635.9)
(31,952.7) (30,033.6) (1,919.1)
(67,354.3)
(49,264.7)
 



Gross profit   2,023.5 1,851.9 171.6
1,495.8 951.9 543.8
2,083.3 1,469.7 613.7
4,106.8
3,211.7
 



Operating expenses



Selling and marketing   (699.0) (546.6) (152.4)
(700.3) (443.4) (256.9)
(755.3) (502.8) (252.5)
(1,454.2)
(1,358.8)
General and administrative   (448.8) (408.2)   (40.6)
(473.1) (321.6) (151.6)
(457.4) (338.2) (119.2)
(906.3)
(941.8)
   



Other operating income, net   (137.7) (136.9) (0.8)
78.3 79.3 (0.9)
  (93.4) (102.3)   8.9
(231.0)
65.9
Results from disposal of assets     343.5 55.6   287.9
32.1 32.0   0.1
22.6 25.1 (2.5)
  366.1
40.1
Impairment      -      -      -  
(394.7)    -   (394.7)
   -      -      -  
   -  
(394.7)
 



Operating income (loss)   1,081.5 815.8 265.8
   38.1 298.2 (260.1)
799.8 551.4 248.4
1,881.3
622.4
 



Financial result  



   Financial income     210.2   209.7   0.5
  150.6   138.1 12.5
  111.7 81.3 30.4
  321.8
  212.1
   Financial expenses   (719.7) (708.3)   (11.4)
(153.3) (241.3) 87.9
(469.7) (506.2) 36.5
(1,189.4)
(548.6)
Share of profit (loss) of subsidiaries, joint ventures and associates     7.7   7.7    -  
  1.3   1.3   0.0
13.3 13.5 (0.2)
21.0
  (10.9)
   



Income before income and social contribution taxes   579.7 324.8 254.8
   36.6 196.4 (159.7)
455.1 140.1 315.0
1,034.8
275.1
 



Income and social contribution taxes















   Current   (357.1) (100.9) (256.2)
(245.5) (157.0)   (88.5)
(290.2)   (94.5) (195.7)
(647.3)
(363.7)
   Deferred     208.2   157.4 50.8
  168.5 80.7 87.7
  187.7 55.2   132.5
  395.9
  173.9
   Tax incentives   15.7 15.7    -  
22.2   5.1 17.1
43.6 16.0 27.6
59.3
34.0
 



Net effect of the cessation of depreciation¹   13.5    -   13.5
   -      -      -  
65.0    -   65.0
78.5
   -  
 



Net income (loss)   459.9 397.0    62.9
(18.2) 125.2 (143.4)
461.2 116.8 344.3
921.1
119.2
 



Net income attributable to:  



    Shareholders of the Company     452.9   390.0 62.9
  (31.1)   112.3 (143.4)
  452.3   107.9   344.3
  905.1
  101.1
    Non-controlling interests in subsidiaries     7.1   7.1    -  
12.8 12.8    -  
  8.9   8.9    -  
16.0
18.1
 



Adjusted EBITDA   1,494.4 1,189.0 305.4
503.5 605.4 (102.0)
1,312.9 898.9 414.1
2,807.3
1,499.8
 



Non-recurring items  



Results from disposal of assets (Ipiranga)     (53.0)   (53.0)    -  
  (31.7)   (31.7)    -  
  (25.9)   (25.9)    -  
  (78.9)
  (37.5)
Extemporaneous tax credits (Ipiranga)     (32.7)   (32.7)    -  
  (96.9)   (96.9)    -  
   -      -      -  
  (32.7)
  (96.9)
Extemporaneous tax credits (Oxiteno)      -      -      -  
   -      -      -  
  (62.4)    -     (62.4)
  (62.4)
   -  
Impairment (Extrafarma)      -      -      -  
  394.7    -     394.7
   -      -      -  
   -  
  394.7
Capital gain from the sale of Oxiteno   (289.2)    -   (289.2)
   -      -      -  
   -      -      -  
(289.2)
   -  
 



Recurring Adjusted EBITDA   1,119.5 1,103.3    16.1
769.5 476.8 292.7
1,224.6 872.9 351.7
2,344.1
1,760.0
 



Depreciation and amortization²     405.2   365.6 39.6
  416.4   305.9   110.4
  451.8   333.9   117.9
  857.0
  797.3
 



Cash flow hedge from bonds      -      -      -  
47.7    -   47.7
48.1    -   48.1
48.1
91.0
 



Total investments³     411.6   406.8   4.7
  397.6   316.0 81.6
  382.5   304.5 78.0
  794.0
  691.4
 



Ratios



 



Earnings per share (R$)   0.42 0.36 0.06
0.26 0.12 0.14
0.41 0.11 0.31
0.84
0.38
Net debt / LTM Adjusted EBITDA4   2.22  n/a   n/a 
2.81  n/a   n/a 
3.07  n/a   n/a 
2.22
2.81
Gross margin (%)   5.4% 5.0% 31.4%
5.2% 3.6% 24.9%
6.1% 4.7% 24.2%
5.7%
6.1%
Operating margin (%)   2.9% 2.2% 48.7%
0.1% 1.1% (11.9%)
2.3% 1.8% 9.8%
2.6%
1.2%
Adjusted EBITDA margin (%)   4.0% 3.2% 56.0%
1.8% 2.3% (4.7%)
3.9% 2.9% 16.3%
3.9%
2.9%
   Recurring Adjusted EBITDA margin (%)   3.0% 3.0% 3.0%
2.7% 1.8% 13.4%
3.6% 2.8% 13.9%
3.3%
3.4%
 


 
Number of employees 14,958 9,350 5,608
16,458 8,548 7,910
16,643 9,033 7,610
14,958
16,458


1 As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5

2 Includes amortization with contractual assets with customers – exclusive rights

3 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of repayments) and acquisition of shareholdings

4 LTM Adjusted EBITDA does not include impairment of Extrafarma of R$ 428 million (R$ 395 million registered in 2Q22 and R$ 33 million in 4Q21), capital gain from the sale of ConectCar of R$ 76 million in 4Q21 and capital gain from the sale of Oxiteno of R$ 289 million in 2Q22


 

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ULTRAPAR
CASH FLOWS
   
    In million of Reais   JAN - JUN
2022
  JAN - JUN
2021
Re-presented
       
Cash flows from operating continuing activities    
Net income - continuing operations
                  513.9 0                 315.4
Adjustments to reconcile net income to cash provided by operating activities    
Share of loss (profit) of subsidiaries, joint ventures and associates                   (21.2) 0                   10.9
Amortization of contractual assets with customers - exclusive rights and right-of-use assets                   346.2 0                 257.4
Depreciation and amortization                   359.1 0                 322.0
Interest and foreign exchange rate variations                   819.8 0                 498.5
Current and deferred income and social contribution taxes                   (48.9) 0                 162.0
Results from disposal of assets                   (80.7) 0                 (40.4)
Equity instrument granted                      9.6 0                    6.8
Provision for decarbonization - CBios                   306.4 0                   64.9
Other provisions and adjustments                     43.6 0                 (85.7)
       
                   2,247.6 0              1,511.7
           
(Increase) decrease in assets    
Trade receivables and reseller financing                  (523.3) 0                (494.9)
Inventories               (2,094.6) 0                (855.0)
Recoverable taxes                  (371.2) 0                (287.0)
Dividends received from subsidiaries, joint ventures and associates                      0.1 0                    0.1
Other assets                  (120.2) 0                 (11.4)
   
Increase (decrease) in liabilities    
Trade payables and trade payables - reverse factoring                   852.0 0                 979.5
Salaries and related charges                     (8.7) 0                   (4.3)
Tax obligations                   (17.6) 0                   (9.9)
Other liabilities                     88.4 0                 (77.8)
   
CBios acquisition                  (449.3) 0                 (59.0)
Payments of contractual assets with customers - exclusive rights                  (311.0) 0                 (83.6)
Income and social contribution taxes paid                  (138.3) 0                (100.3)
   
Net cash provided by (used in) operating activities - continuing operations
                (846.0) 0                 508.0
   
Net cash provided by (used in) operating activities - discontinued operations
                    39.4 0                 770.1
   
Net cash provided by (used in) operating activities
                (806.6) 0              1,278.1
   
Cash flows from investing activities    
Financial investments, net of redemptions                   733.4 0              1,692.6
Acquisition of property, plant and equipment and intangible assets                  (479.3) 0                (542.5)
Receipt of the intercompany loan due by Oxiteno S.A to Ultrapar International                3,980.7 0                      -  
Proceeds from disposal of investments and assets                2,313.1 0                   68.4
Capital increase in subsidiary and joint ventures                   (16.0) 0                 (22.0)
Transactions with discontinued operations                   987.9 0                      -  
Related parties                        -   0                 (19.4)
   
Net cash provided by (used in) investing activities - continuing operations
               7,519.8 0              1,177.1
   
Net cash provided by (used in) investing activities - discontinued operations
                (198.4) 0               (177.0)
   
Net cash provided by (used in) investing activities
               7,321.4 0              1,000.1
   
Cash flows from financing activities    
Loans and debentures    
Proceeds                   969.6 0                 449.5
Amortization               (4,104.5) 0             (1,370.0)
Interest paid                  (678.9) 0                (343.0)
Payments of leases¹                  (194.1) 0                (164.2)
Dividends paid                  (241.1) 0                (488.6)
Capital increase made by non-controlling interests and redemption of shares                     21.6 0                      -  
Related parties                      0.4 0                   (0.1)
   
Net cash provided by (used in) financing activities - continuing operations
              (4,227.0)               (1,916.5)
   
Net cash provided by (used in) financing activities - discontinued operations
                (171.9)                 (167.5)
   
Net cash provided by (used in) financing activities
              (4,398.9)               (2,084.0)
   
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations
                  (19.6)                     11.1
   
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations
                  (19.3)                     (6.4)
   
Effect of exchange rate changes on cash and cash equivalents in foreign currency
                  (38.9)                      4.6
   
Increase (decrease) in cash and cash equivalents - continuing operations
               2,427.2                   198.8
   
Increase (decrease) in cash and cash equivalents - descontinued operations
                (350.2)                        -  
   
Increase (decrease) in cash and cash equivalents
               2,077.0                   198.8
   
Cash and cash equivalents at the beginning of the period - continuing operations
               2,280.1                2,661.5
   
Cash and cash equivalents at the beginning of the period - descontinued operations
                  388.0                        -  
   
Cash and cash equivalents at the beginning of the period
               2,668.1                2,661.5
   
Cash and cash equivalents at the end of the period - continuing operations
               4,707.3                2,860.3
   
Cash and cash equivalents at the end of the period - descontinued operations
                    37.8                        -  
   
Cash and cash equivalents at the end of the period
               4,745.1                2,860.3
   
Transactions without cash effect:    
   
Addition on right to use assets and leases payable                   252.2                 103.5
Addition on contractual assets with customers - exclusive rights                     40.6                 158.3
Reversal fund - private pension                      3.1                    3.7
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition                      0.7                    1.4


¹ Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q22 and 1Q21, respectively, and R$ 16 million related to the grant of Ipiranga's terminal in Belém in 2Q22  

 

 

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ULTRAGAZ
CONSOLIDATED BALANCE SHEET
       
 In million of Reais     JUN 22   JUN 21     MAR 22 
     
OPERATING ASSETS
Trade receivables               569.6             449.3 540.0
Non-current trade receivables                18.8              32.8 29.2
Inventories               199.2             154.2 192.3
Taxes               100.8              79.1 97.5
Escrow deposits               207.6             219.9 208.5
Other                84.5              79.2              81.7
Right to use assets               124.6              92.6             114.2
Property, plant and equipment / Intangibles            1,245.4          1,135.9          1,227.4
TOTAL OPERATING ASSETS            2,550.4          2,242.9          2,490.7
         
OPERATING LIABILITIES
Trade payables               166.0             112.2             174.2
Salaries and related charges                89.9              80.4              78.0
Taxes                16.5              14.4              18.5
Judicial provisions               125.2             130.0             122.9
Leases payable               162.3             144.7             152.0
Other                83.7              54.0              55.7
TOTAL OPERATING LIABILITIES               643.6             535.7             601.4

 

CONSOLIDATED INCOME STATEMENT
                   
 In million of Reais     2Q22     2Q21     1Q22     1H22     1H21 
           
Net revenues            2,944.2            2,345.6            2,639.3            5,583.4            4,383.4
Cost of products sold           (2,550.8)           (2,115.3)           (2,323.0)           (4,873.8)           (3,927.3)
Gross profit               393.4               230.3               316.3               709.6               456.2
Operating expenses          
Selling and marketing             (144.8)             (112.2)             (123.1)             (267.9)             (208.4)
General and administrative               (61.1)               (47.1)               (54.7)             (115.8)               (97.6)
Other operating income                  0.3                  1.8                  4.3                  4.6                  7.4
Results from disposal of assets                 (0.1)                  0.3                 (0.7)                 (0.8)                  2.9
Operating income (loss)               187.6                73.1               142.0               329.6               160.5











Share of profit (loss) of subsidiaries, joint ventures and associates                  0.0                  0.0                 (0.0)                  0.0                  0.0











Adjusted EBITDA               261.0               136.5               213.1               474.2               286.8











Depreciation and amortization¹                73.4                63.4                71.1               144.5               126.2











Ratios
Gross margin (R$/ton)                 925                 525                 793                 861                 540
Operating margin (R$/ton)                 441                 166                 356                 400                 190
Adjusted EBITDA margin (R$/ton)                 614                 311                 534                 575                 340
                     
Number of employees             3,420             3,419             3,421             3,420               3,419


1 Includes amortization with contractual assets with customers - exclusive rights

 

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ULTRACARGO
CONSOLIDATED BALANCE SHEET
       
 In million of Reais     JUN 22     JUN 21     MAR 22 
   
OPERATING ASSETS
Trade receivables                19.5              22.3              15.2
Inventories                  9.7                7.9                9.0
Taxes                13.6              29.2              15.3
Other                39.2              27.3              20.3
Right to use assets               580.1             458.5             581.2
Property, plant and equipment / Intangibles / Investments            1,710.5          1,618.0          1,699.8
TOTAL OPERATING ASSETS            2,372.7          2,163.1          2,340.8
 
OPERATING LIABILITIES
Trade payables                48.2              38.7              33.0
Salaries and related charges                37.6              36.8              34.8
Taxes                  8.8                5.3                7.2
Judicial provisions                  9.5              10.3              10.0
Leases payable               514.4             415.2             505.4
Other¹                72.1              68.9              54.1
TOTAL OPERATING LIABILITIES               690.5             575.3             644.5


1 Includes the long term obligations with clients account

 

CONSOLIDATED INCOME STATEMENT
             
 In million of Reais     2Q22     2Q21     1Q22     1H22     1H21 
       
Net revenues               216.8               175.8               197.4               414.2               347.9
Cost of services provided               (87.7)               (69.8)               (83.7)             (171.4)             (138.6)
Gross profit               129.1               106.0               113.7               242.8               209.3
Operating expenses          
Selling and marketing                 (2.8)                 (2.0)                 (3.9)                 (6.7)                 (4.1)
General and administrative               (31.8)               (31.7)               (26.6)               (58.4)               (63.4)
Other operating income                 (0.1)                  4.1                 (1.3)                 (1.3)                  3.2
Results from disposal of assets                 (0.1)                 (0.0)                 (0.1)                 (0.2)                  0.0
Operating income (loss)                94.3                76.3                81.9               176.2               145.1











Share of profit (loss) of subsidiaries, joint ventures and associates                 (0.3)                  0.1                 (0.5)                 (0.8)                  0.6











Adjusted EBITDA               129.6               100.2               113.9               243.5               192.7











Depreciation and amortization                35.6                23.8                32.5                68.1                47.1











Ratios  
   
Gross margin (%)   59.6% 60.3% 57.6%   58.6% 60.2%
Operating margin (%)   43.5% 43.4% 41.5%   42.5% 41.7%
Adjusted EBITDA margin (%)   59.8% 57.0% 57.7%   58.8% 55.4%
   
Number of employees               864               888               853               864                 888

 

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IPIRANGA
CONSOLIDATED BALANCE SHEET
   
 In million of Reais     JUN 22   JUN 21     MAR 22 
   
OPERATING ASSETS
Trade receivables            3,855.9            2,980.6            3,922.1
Non-current trade receivables               495.1               467.8               463.1
Inventories            5,800.0            2,988.6            4,039.4
Taxes            2,214.2            1,644.7            1,979.5
Contractual assets with customers - exclusive rights            2,222.1            1,806.7            2,140.1
Other               491.6               473.0               491.4
Right to use assets            1,011.6            1,086.8            1,035.5
Property, plant and equipment / Intangibles / Investments            4,114.7            3,558.2            3,978.6
TOTAL OPERATING ASSETS          20,205.2          15,006.4          18,049.6
     
OPERATING LIABILITIES
Trade payables            6,401.7            4,037.0            5,031.6
Salaries and related charges               138.2               108.1               111.1
Post-employment benefits               210.5               267.6               207.6
Taxes               176.2               182.6               219.1
Judicial provisions               305.0               212.2               298.9
Leases payable               737.5               766.1               759.0
Other               483.3               281.0               392.9
TOTAL OPERATING LIABILITIES            8,452.4            5,854.6            7,020.2

 

CONSOLIDATED INCOME STATEMENT
       
 In million of Reais     2Q22     2Q21     1Q22     1H22     1H21 
           
Net revenues          33,706.0          23,863.8          28,670.0          62,376.0          43,708.8
Cost of products and services sold         (32,391.5)         (23,267.2)         (27,629.8)         (60,021.3)         (42,215.0)
Gross profit            1,314.5               596.6            1,040.1            2,354.7            1,493.8
Operating expenses          
Selling and marketing             (398.2)             (314.8)             (374.0)             (772.3)             (620.2)
General and administrative             (247.7)             (178.1)             (178.9)             (426.6)             (359.8)
Other operating income             (129.9)                73.7             (110.3)             (240.3)                53.9
Results from disposal of assets                53.0                31.7                25.9                78.9                37.5
Operating income (loss)               591.7               209.1               402.7               994.4               605.1
         
Share of profit (loss) of subsidiaries, joint ventures and associates                  0.8                  4.7                  1.2                  2.0                 (1.8)
         
Adjusted EBITDA               840.0               421.8               619.5            1,459.5               984.8
 








Non-recurring items          
Results from disposal of assets               (53.0)               (31.7)               (25.9)               (78.9)               (37.5)
Extemporaneous tax credits               (32.7)               (96.9)                    -                 (32.7)               (96.9)
         
Recurring Adjusted EBITDA               754.3               293.2               593.6            1,347.9               850.4
         
Depreciation and amortization¹               247.5               208.1               215.6               463.1               381.5
         
Ratios
     
   Gross margin (R$/m³)                 234               107                 194               214               136
   Operating margin (R$/m³)                 105                 37                 75                 90                 55
   Adjusted EBITDA margin (R$/m³)                 149                 76               115               133                 90
   Recurring Adjusted EBITDA margin (R$/m³)                 134                 52               110               122                 78
                     
Number of service stations             7,010             7,110             7,131             7,010             7,110
Number of employees             4,363             3,723             4,064             4,363             3,723


1 Includes amortization with contractual assets with customers - exclusive rights


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EXTRAFARMA
BALANCE SHEET
         
 In million of Reais     JUN 22     JUN 21     MAR 22 
       
OPERATING ASSETS
Trade receivables               123.2                41.4               115.1
Inventories               562.8               510.4               548.6
Taxes                86.5                87.6                89.8
Other                35.1                34.6                38.7
Right to use assets               313.2               348.8               317.1
Property, plant and equipment / Intangibles               207.9               256.0               221.7
TOTAL OPERATING ASSETS            1,328.6            1,278.9            1,330.9
     
OPERATING LIABILITIES
Trade payables               208.9               191.7               180.2
Salaries and related charges                54.8                53.1                46.9
Taxes                18.5                16.4                16.1
Judicial provisions                  2.5                  9.9                  2.9
Leases payable               382.0               389.2               381.4
Other                10.6                17.0                13.1
TOTAL OPERATING LIABILITIES               677.3               677.3               640.6


INCOME STATEMENT
                     
 In million of Reais     2Q22     2Q21     1Q22     1H22     1H21 
           
Gross revenues               575.8               541.8               529.0            1,104.8            1,059.0
         
Sales returns, discounts and taxes               (30.0)               (27.9)               (28.3)               (58.3)               (55.3)
         
Net revenues               545.8               513.9               500.7            1,046.4            1,003.7
         
Cost of products and services sold             (374.1)             (352.4)             (346.3)             (720.5)             (698.4)
         
Gross profit               171.6               161.5               154.4               326.0               305.3
         
Operating expenses             (192.1)             (177.3)             (169.1)             (361.2)             (344.8)
Other operating income                 (0.8)                 (1.2)                 (1.4)                 (2.2)                 (2.6)
Results from disposal of assets                 (1.3)                 (0.0)                 (2.9)                 (4.3)                 (0.7)
Impairment                    -               (394.7)                    -                      -               (394.7)
         
Operating income (loss)               (22.6)             (411.7)               (19.0)               (41.7)             (437.4)
           
Adjusted EBITDA                17.0             (373.0)                20.6                37.6             (361.5)
           
Non-recurring items          
Impairment                    -                 394.7                    -                      -                 394.7
           
Recurring Adjusted EBITDA                17.0                21.6                20.6                37.6                33.2
           
Depreciation and amortization                39.7                38.6                39.6                79.3                75.9
         
Ratios¹        
           
   Gross margin (%)   29.8%   29.8%   29.2%   29.5%   28.8%
   Operating margin (%)   (3.9%)   (76.0%)   (3.6%)   (3.8%)   (41.3%)
   Adjusted EBITDA margin (%)   3.0%   (68.8%)   3.9%   3.4%   (34.1%)
   Recurring Adjusted EBITDA margin (%)   3.0%   4.0%   3.9%   3.4%   3.1%
                     
Number of stores               399                 400                 399                 399                 400
                     
Number of employees              5,608               6,025               5,740               5,608               6,025


1 Calculated based on gross revenues 



ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

 

Date, Hour and Place:

August 3, 2022, at 2:30 p.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.

 

Members in attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; and (v) in relation to item 1 below, other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Marcelo Pereira Malta de Araújo, Leonardo Remião Linden and Tabajara Bertelli Costa; and the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz 

 

Matters discussed and resolutions:

 

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

 

  1. The members of the Board of Directors of the Company confirmed the issuance of 21,472 (twenty-one thousand, four hundred and seventy-two) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to the partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A. by the Company, approved on the Extraordinary General Shareholders’ Meeting held on January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares’ subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company. The Company’s capital stock will therefore be represented by 1,115,173,080 (one billion, one hundred and fifteen million, one hundred and seventy-three thousand and eighty) 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.

 

  1. Finally, considering the resignation of Mr. Marcelo Trindade from the position of Chairman of the Conduct Committee effective as of August 18, 2022, the Board members approved the election of Mr. Luiz Antônio de Sampaio Campos to occupy said position from that date. The Board members expressed their gratitude and recognition to Mr. Trindade for his dedication over the years.

 

Notes: The resolutions were approved, with no amendments or qualifications, by all Board Members.

 

There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present. Signatures: Pedro Wongtschowski Chairman; Frederico Fleury Curado Vice-Chairman; 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, in the capacity of Board members; and André Brickmann Areno, in the capacity of secretary of the Board of Directors.

 

I declare that this is a faithful copy of the minutes drawn up in the proper book.

 


André Brickmann Areno

Secretary of the Board of Directors

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 3, 2022                                                       


ULTRAPAR HOLDING INC.

By: /s/ Rodrigo de Almeida Pizzinatto


Name: Rodrigo de Almeida Pizzinatto


Title: Chief Financial and Investor Relations Officer


(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended June 30, 2022 and Report on Review of Interim Financial Information, 2Q22 Earnings Release and Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on August 3, 2022)