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 November 2022

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

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

 

Form 20-F ____X____                                                         Form 40-F ________

 

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

 

Yes ________                                                                       No ____X____

 

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

 

Yes ________                                                                       No ____X____


 


 

(Convenience Translation into English

from the Original Previously Issued in Portuguese)

 

 


Ultrapar Participações S.A.

 

Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2022, and Report on Review of Interim Financial Information


 

 

 Deloitte Touche Tohmatsu Auditores Independentes Ltda. 

 




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

Ultrapar Participações S.A.

 

 

 

 

 

 

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 September 30, 2022, which comprises the statements of financial position as at September 30, 2022 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the individual and consolidated interim financial information

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

 


Other matters

Statements of value added

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

Corresponding Figures

The corresponding figures for the periods ended September 30, 2021, presented for purposes of comparison, were previously reviewed by other independent auditors, who issued an unmodified report, dated November 9, 2022. The corresponding figures as of December 31, 2021, presented for purposes of comparison, were previously audited by other independent auditors, who issued an unmodified report, dated February 23, 2022.

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

São Paulo, November 9, 2022

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


Ultrapar Participações S.A. and Subsidiaries

As of September 30, 2022 and December 31, 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

5.a

585,982

 

21,533

 

4,626,652

 

2,280,074

Financial investments and hedge derivative financial instruments

5.b

319,881

 

142,065

 

1,264,043

 

1,804,122

Trade receivables

6.a

 

 

4,013,730

 

3,375,246

Reseller financing

6.b

 

 

543,516

 

582,562

Trade receivables - sale of subsidiaries

6.c

 

 

186,108

 

Inventories

7

 

 

4,333,688

 

3,918,772

Recoverable taxes

8.a

1,987

 

862

 

1,132,448

 

1,061,227

Recoverable income and social contribution taxes

8.b

35,206

 

56,499

 

226,229

 

291,833

Dividends receivable

 

48

 

146,490

 

49

 

147

Other receivables

9.a.1

60,866

 

105,513

 

88,036

 

56,205

Prepaid expenses

11

9,276

 

7,548

 

123,752

 

98,024

Contractual assets with customers - exclusivity rights

12

 

 

599,573

 

555,052

 

 

1,013,246

 

480,510

 

17,137,824

 

14,023,264

Assets of subsidiaries held for sale

4

 

2,681,730

 

 

11,000,917

Total current assets

 

1,013,246

 

3,162,240

 

17,137,824

 

25,024,181










Non-current assets

 

 

 

 

 

 

 

 

Financial investments and hedge derivative financial instruments

5.b

 

 

427,636

 

379,277

Trade receivables

6.a

 

 

64,480

 

63,749

Reseller financing

6.b

 

 

484,826

 

415,472

Trade receivables - sale of subsidiaries

6.c

 

 

927,964

 

Related parties

9.a

510,277

 

406,787

 

 

490

Deferred income and social contribution taxes

10.a

140,393

 

72,402

 

1,021,352

 

571,755

Recoverable taxes

8.a

75

 

 

1,466,982

 

1,046,798

Recoverable income and social contribution taxes

8.b

4,187

 

23,483

 

155,584

 

155,358

Escrow deposits

23.a

18

 

18

 

880,113

 

871,261

Indemnification asset - business combination

23.c

 

 

120,223

 

120,991

Other receivables

9.a.1

 

 

34,829

 

29,748

Prepaid expenses

11

8,641

 

1,748

 

79,816

 

71,368

Contractual assets with customers - exclusivity rights

12

 

 

1,691,590

 

1,524,174

Total long-term assets

 

663,591

 

504,438

 

7,355,395

 

5,250,441

Investments in subsidiaries, joint ventures and associates

13

11,679,535

 

8,266,396

 

119,065

 

78,593

Right-of-use assets, net

14

6,716

 

35,304

 

1,804,716

 

1,651,295

Property, plant and equipment, net

15

9,106

 

16,006

 

5,775,197

 

5,534,591

Intangible assets, net

16

252,082

 

252,585

 

1,874,969

 

1,471,256

Total non-current assets

 

12,611,030

 

9,074,729

 

16,929,342

 

13,986,176

Total assets

 

13,624,276

 

12,236,969

 

34,067,166

 

39,010,357

 

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



Ultrapar Participações S.A. and Subsidiaries

Statements of financial position

As of September 30, 2022 and December 31, 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated


Note

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Liabilities







Current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

17

 

 

889,540

 

618,327

Debentures

17

1,741,351

 

39,333

 

2,573,456

 

2,247,724

Trade payables

18.a

32,539

 

26,882

 

3,536,366

 

3,670,895

Trade payables - reverse factoring

18.b

 

 

2,561,417

 

2,119,059

Salaries and related charges

19

64,261

 

55,477

 

416,196

 

330,103

Taxes payable

20

1,360

 

1,096

 

187,510

 

229,176

Dividends payable

25

11,217

 

193,564

 

20,115

 

202,860

Income and social contribution taxes payable

 

248

 

 

128,591

 

196,348

Post-employment benefits

21.b

237

 

237

 

21,214

 

21,082

Provision for asset retirement obligation

22

 

 

5,325

 

4,632

Provision for tax, civil and labor risks

23.a

 

 

21,580

 

119,942

Leases payable

14

1,812

 

6,129

 

218,395

 

188,832

Other payables

 

571,850

 

8,612

 

615,507

 

149,829

 

 

2,424,875

 

331,330

 

11,195,212

 

10,098,809

Liabilities directly associated with subsidiaries held for sale

4

 

 

 

2,541,421

   Total current liabilities

 

2,424,875

 

331,330

 

11,195,212

 

12,640,230










Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

17

 

 

4,572,591

 

8,672,547

Debentures

17

 

1,724,866

 

4,200,209

 

4,839,045

Related parties

9.a

2,875

 

4,674

 

3,492

 

3,534

Deferred income and social contribution taxes

10.a

 

 

1,945

 

282

Post-employment benefits

21.b

2,243

 

2,000

 

199,755

 

194,637

Provision for asset retirement obligation

22

 

 

48,806

 

52,079

Provision for tax, civil and labor risks

23.a; 23.c

136,103

 

250

 

1,011,513

 

812,243

Leases payable

14

5,804

 

32,893

 

1,310,550

 

1,159,479

Subscription warrants - indemnification

24

40,298

 

51,296

 

40,298

 

51,296

Provision for liabilities of subsidiaries and joint ventures

13

90,411

 

14,199

 

135

 

Other payables

 

10,262

 

8,540

 

111,301

 

115,745

   Total non-current liabilities

 

287,996

 

1,838,718

 

11,500,595

 

15,900,887

Equity

 

 

 

 

 

 

 

 

Share capital

25.a

5,171,752

 

5,171,752

 

5,171,752

 

5,171,752

Equity instrument granted

25.b

50,833

 

34,043

 

50,833

 

34,043

Capital reserve

 

596,946

 

596,481

 

596,946

 

596,481

Treasury shares

25.c

(489,039)

 

(488,425)

 

(489,039)

 

(488,425)

Revaluation reserve of subsidiaries

 

4,019

 

4,154

 

4,019

 

4,154

Profit reserves

 

4,866,409

 

4,866,409

 

4,866,409

 

4,866,409

Retained earnings

 

529,303

 

 

529,303

 

Other comprehensive income

 

181,182

 

(117,493)

 

181,182

 

(117,493)

Equity attributable to:

 

 

 

 

 

 

 

 

  Shareholders of the Company

 

10,911,405

 

10,066,921

 

10,911,405

 

10,066,921

  Non-controlling interests in subsidiaries

 

 

 

459,954

 

402,319

Total equity

 

10,911,405

 

10,066,921

 

11,371,359

 

10,469,240

   Total liabilities and equity

 

13,624,276

 

12,236,969

 

34,067,166

 

39,010,357

 

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


 

Ultrapar Participações S.A. and Subsidiaries 

Periods ended September 30, 2022 and 2021

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

 

 

 

 

Parent

 

Consolidated

 

Note

 

07/01/2022 to

 

01/01/2022 to

 

07/01/2021 to

 

01/01/2021 to

 

07/01/2022

to

 

01/01/2022

to

 

07/01/2021

to

 

01/01/2021

to

 

 

 

09/30/2022

 

09/30/2022

 

09/30/2021

 

09/30/2021

 

09/30/2022

 

09/30/2022

 

09/30/2021

 

09/30/2021

Continuing operations

 

 

 

 

 

 

Re-presented

 

Re-presented

 

 

 

 

 

Re-

presented

 

Re-

presented

Net revenue from sales and services

26

 

 

 

 

 

39,294,732

 

107,677,400

 

29,452,457

 

77,828,499

Cost of products and services sold

27

 

 

 

 

 

(37,708,655)

 

(102,769,780)

 

(28,270,201)

 

(74,453,769)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

1,586,077

 

4,907,620

 

1,182,256

 

3,374,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

27

 

 

 

 

 

(508,816)

 

(1,558,203)

 

(504,788)

 

(1,364,170)

General and administrative

27

 

(13,250)

 

(17,508)

 

(7,721)

 

(19,840)

 

(388,622)

 

(1,135,042)

 

(343,973)

 

(983,080)

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

28

 

(45)

 

2,845

 

30

 

32

 

49,153

 

129,809

 

17,452

 

57,893

Other operating income (expenses), net

27

 

(515)

 

(1,761)

 

971

 

952

 

(174,877)

 

(414,075)

 

10,916

 

77,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(13,810)

 

(16,424)

 

(6,720)

 

(18,856)

 

562,915

 

1,930,109

 

361,863

 

1,163,096

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

13

 

172,067

 

447,674

 

168,785

 

487,314

 

(11,141)

 

10,083

 

(11,282)

 

(22,156)

Income before financial result and income and social contribution taxes

 

 

158,257

 

431,250

 

162,065

 

468,458

 

551,774

 

1,940,192

 

350,581

 

1,140,940

Financial income

29

 

62,629

 

183,897

 

21,242

 

55,800

 

176,409

 

467,451

 

114,658

 

310,683

Financial expenses

29

 

(68,696)

 

(119,306)

 

(24,148)

 

(65,186)

 

(501,150)

 

(1,715,675)

 

(368,426)

 

(857,585)

    Financial result, net

29

 

(6,067)

 

64,591

 

(2,906)

 

(9,386)

 

(324,741)

 

(1,248,224)

 

(253,768)

 

(546,902)

Income before income and social contribution taxes

 

 

152,190

 

495,841

 

159,159

 

459,072

 

227,033

 

691,968

 

96,813

 

594,038

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current 

10.b; 10.c

 

(12,344)

 

151,129

 

 

 

(250,549)

 

(414,186)

 

(26,888)

 

(281,585)

Deferred

10.b

 

30,993

 

21,744

 

(2,727)

 

(5,362)

 

203,825

 

416,398

 

91,561

 

164,415

 

 

 

18,649

 

172,873

 

(2,727)

 

(5,362)

 

(46,724)

 

2,212

 

64,673

 

(117,170)

Net income from continuing operations

 

 

170,839

 

668,714

 

156,432

 

453,710

 

180,309

 

694,180

 

161,486

 

476,868

Discontinued operations

4

 

(97,738)

 

309,506

 

212,771

 

16,576

 

(97,738)

 

309,506

 

212,771

 

16,576

Net income for the period

 

 

73,101

 

978,220

 

369,203

 

470,286

 

82,571

 

1,003,686

 

374,257

 

493,444

Income (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Shareholders of the Company

 

 

73,101

 

978,220

 

369,203

 

470,286

 

73,101

 

978,220

 

369,203

 

470,286

  Non-controlling interests in subsidiaries

 

 

 

 

 

 

9,470

 

25,466

 

5,054

 

23,158

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

0.1566

 

0.6128

 

0.1435

 

0.4161

 

0.1566

 

0.6128

 

0.1435

 

0.4161

Diluted

30

 

0.1557

 

0.6094

 

0.1426

 

0.4137

 

0.1557

 

0.6094

 

0.1426

 

0.4137

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

(0.0896)

 

0.2836

 

0.1951

 

0.0152

 

(0.0896)

 

0.2836

 

0.1951

 

0.0152

Diluted

30

 

(0.0891)

 

0.2821

 

0.1940

 

0.0151

 

(0.0891)

 

0.2821

 

0.1940

 

0.0151

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

30

 

0.0670

 

0.8964

 

0.3386

 

0.4313

 

0.0670

 

0.8964

 

0.3386

 

0.4313

Diluted

30

 

0.0666

 

0.8915

 

0.3366

 

0.4288

 

0.0666

 

0.8915

 

0.3366

 

0.4288

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

 

07/01/2022 to

 

01/01/2022 to

 

07/01/2021 to

 

01/01/2021 to

 

07/01/2022 to

 

01/01/2022 to

 

07/01/2021 to

 

01/01/2021 to

 

Note

09/30/2022

 

09/30/2022

 

09/30/2021

 

09/30/2021

 

09/30/2022

 

09/30/2022

 

09/30/2021

 

09/30/2021

 

 

 

 

 

 

Re-presented

 

Re-presented

 

 

 

 

 

Re-presented

 

Re-presented

Net income for the period

 

73,101

 

978,220

 

369,203

 

470,286

 

82,571

 

1,003,686

 

374,257

 

493,444

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net of taxes

 

(7,594)

 

604,109

 

(91,207)

 

14,699

 

(7,611)

 

604,138

 

(91,190)

 

14,723

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

13.a

 

(304,645)

 

69,676

 

32,237

 

 

(304,645)

 

69,676

 

32,237

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(345)

 

(789)

 

 

 

(345)

 

(789)

 

 

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

 

 

 

118

 

679

 

 

 

118

 

679

Total comprehensive income for the period

 

65,162

 

1,276,895

 

347,790

 

517,901

 

74,615

 

1,302,390

 

352,861

 

541,083

    Total comprehensive income for the period attributable to shareholders of Ultrapar

 

65,162

 

1,276,895

 

347,790

 

517,901

 

65,162

 

1,276,895

 

347,790

 

517,901

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

 

 

 

 

 

9,453

 

25,495

 

5,071

 

23,182

 

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



Ultrapar Participações S.A. and Subsidiaries

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Other comprehensive income (i)

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Total equity

Balance as of December 31, 2021

 

5,171,752

 

34,043

 

596,481

 

(488,425)

 

4,154

 

792,533

 

4,073,876

 

(117,493)

 

 

 

10,066,921

 

402,319

 

10,469,240

Net income for the period

 

 

 

 

 

 

 

 

 

978,220

 

 

978,220

 

25,466

 

1,003,686

Other comprehensive income

 

 

 

 

 

 

 

 

298,675

 

 

 

298,675

 

29

 

298,704

Total comprehensive income for the period

 

 

 

 

 

 

 

 

298,675

 

978,220

 

 

1,276,895

 

25,495

 

1,302,390

Issuance of shares related to the subscription warrants - indemnification

 

 

 

941

 

 

 

 

 

 

 

 

941

 

 

941

Equity instrument granted

9.c; 25.b

 

16,790

 

-

 

 

 

 

 

 

 

 

16,790

 

 

16,790

Purchase of treasury shares

 

-

 

-

 

(476)

 

(614)

 

-

 

-

 

-

 

 

-

 

-

 

(1,090)

 

-

 

(1,090)

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(135)

 

 

 

 

135

 

 

 

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

(31)

 

 

(31)

 

31

 

Gain due to change in ownership interest

 

 

 

 

 

 

 

 

 

983

 

 

983

 

(1,635)

 

(652)

Capital increase attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

35,182

 

35,182

Interest on capital

25.d

 

 

 

 

 

 

 

 

(450,004)

 

 

(450,004)

 

 

(450,004)

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(1,438)

 

(1,438)

Balance as of September 30, 2022

 

5,171,752

 

50,833

 

596,946

 

(489,039)

 

4,019

 

792,533

 

4,073,876

 

181,182

 

529,303

 

 

10,911,405

 

459,954

 

11,371,359



Ultrapar Participações S.A. and Subsidiaries

Statements of changes in equity

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais)


 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Other comprehensive income (i)

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Total equity

Balance as of December 31, 2020

 

5,171,752

 

22,404

 

594,049

 

(489,068)

 

4,337

 

750,010

 

3,658,265

 

(233,394)

 

 

55,391

 

9,533,746

 

376,519

 

9,910,265

Net income for the period

 

 

 

 

 

 

 

 

 

470,286

 

 

470,286

 

23,158

 

493,444

Other comprehensive income

 

 

 

 

 

 

 

 

47,615

 

 

 

47,615

 

24

 

47,639

Total comprehensive income for the period

 

 

 

 

 

 

 

 

47,615

 

470,286

 

 

517,901

 

23,182

 

541,083

Issuance of shares related to the subscription warrants - indemnification

 

 

 

1,819

 

 

 

 

 

 

 

 

1,819

 

 

1,819

Equity instrument granted

9.c; 25.b

 

8,546

 

 

 

 

 

 

 

 

 

8,546

 

 

8,546

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(135)

 

 

 

 

135

 

 

 

 

Prescribed dividends

 

 

 

 

 

 

 

 

 

7,137

 

 

7,137

 

 

7,137

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

 

 

 

 

 

 

 

 

 

138

 

 

138

 

(138)

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

79

 

 

79

 

(79)

 

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(10,415)

 

(10,415)

Approval of additional dividends by the Ordinary General Meeting

 

 

 

 

 

 

 

 

 

 

(55,391)

 

(55,391)

 

 

(55,391)

Interim dividends (R$ 0.20 per share)

 

 

 

 

 

 

 

 

 

(218,074)

 

 

(218,074)

 

 

(218,074)

Balance as of September 30, 2021

 

5,171,752

 

30,950

 

595,868

 

(489,068)

 

4,202

 

750,010

 

3,658,265

 

(185,779)

 

259,701

 

 

9,795,901

 

389,069

 

10,184,970

 

(i)

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

 

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



Ultrapar Participações S.A. and Subsidiaries

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

    Parent   

 

Consolidated

 

Note

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

 

Re-presented

 

 

 

Re-presented

Cash flows from operating activities from continuing operations

 

 

 

 

 

 

 

 

Net income from continuing operations

 

668,714

 

453,710

 

694,180

 

476,868

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

 

 

 

 

 

 

 

 

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

13

(447,674)

 

(487,314)

 

(10,083)

 

22,156

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

12; 14

2,746

 

4,501

 

543,778

 

392,469

Depreciation and amortization

15; 16

1,390

 

6,046

 

550,361

 

488,845

Interest and foreign exchange rate variations

 

64,788

 

10,522

 

1,208,417

 

861,836

Current and deferred income and social contribution taxes

10.b

(172,873)

 

5,362

 

(2,212)

 

117,170

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

28

(2,845)

 

(32)

 

(129,809)

 

(57,893)

Equity instrument granted 

 

5,011

 

5,214

 

16,790

 

6,917

Provision for decarbonization - CBIO

27

 

 

497,077

 

111,220

Other provisions and others

 

(1,534)

 

2,143

 

12,183

 

(79,495)

 

 

117,723

 

152

 

3,380,682

 

2,340,093

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

6

 

 

(637,704)

 

(621,601)

Inventories

7

 

 

(420,260)

 

(1,329,061)

Recoverable taxes

8

(39,081)

 

4,424

 

(736,159)

 

(571,898)

Dividends received from subsidiaries, joint ventures and associates

 

206,442

 

697,758

 

97

 

142

Other assets

 

17,608

 

(69,571)

 

(176,120)

 

(11,270)

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

18

5,657

 

5,031

 

270,778

 

1,680,055

Salaries and related charges

19

8,784

 

2,434

 

86,093

 

59,612

Taxes payable

20

264

 

(106)

 

(41,665)

 

(12,238)

Other liabilities

 

(5,141)

 

835

 

67,899

 

(79,942)

Acquisition of CBIO

16

 

 

(542,453)

 

(121,908)

Payments of contractual assets with customers - exclusivity rights

12

 

 

(512,262)

 

(222,623)

Income and social contribution taxes paid

 

(15,630)

 

 

(283,331)

 

(164,823)

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

 

296,626

 

640,957

 

455,595

 

944,538

Net cash provided by operating activities from discontinued operations

 

 

 

30,550

 

937,905

Net cash provided by (used in) operating activities

 

296,626

 

640,957

 

486,145

 

1,882,443


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


 

Ultrapar Participações S.A. and Subsidiaries

Statements of cash flows - indirect method

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais)

 

 

 

    Parent   

 

Consolidated

 

 

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

 

Re-presented

 

 

 

Re-presented

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

5.b

(223,234)

 

(33,192)

 

902,088

 

2,151,571

Acquisition of property, plant and equipment and intangible assets

15; 16

(951)

 

(11,853)

 

(850,960)

 

(844,642)

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

1.b.2

 

 

3,980,699

 

-

Cash provided by disposal of investments and assets

1.b.2; 1.b.3

2,212,299

 

 

2,734,428

 

97,053

Capital increase in subsidiaries, associates and joint ventures

13

(325,928)

 

(89,236)

 

(28,000)

 

(25,699)

Net effect of investment purchase and sale transactions

 

(579,018)

 

-

 

 

-

Transactions with discontinued operations

 

 

 

987,895

 

Capital decrease in associates

13

-

 

-

 

-

 

1,500

Initial direct costs of right-of-use assets

 

-

 

-

 

-

 

(14,905)

Related parties

9.a

 

353,459

 

 

(21,589)

Net cash provided by investing activities from continuing operations

 

1,083,168

 

219,178

 

7,726,150

 

1,343,289

Net cash used by investing activities from discontinued operations

 

 

 

(220,190)

 

(129,244)

Net cash provided by investing activities

 

1,083,168

 

219,178

 

7,505,960

 

1,214,045

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans and debentures

 

 

 

 

 

 

 

 

Proceeds

17

 

 

1,019,580

 

1,379,047

Repayments

17

 

(1,000,000)

 

(4,966,715)

 

(2,426,133)

Interest and derivatives paid

17

(182,552)

 

(102,871)

 

(961,858)

 

(451,060)

Payments of lease

 

 

 

 

 

 

 

 

Principal

14

(3,557)

 

(5,999)

 

(266,028)

 

(241,354)

Interest paid

14

(52)

 

(215)

 

(6,868)

 

(9,780)

Dividends/ interest on capital paid

 

(632,060)

 

(694,366)

 

(634,675)

 

(705,637)

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

 

 

 

21,667

 

Related parties

 

2,875

 

(636)

 

(18,926)

 

(153)

Net cash used in financing activities from continuing operations

 

(815,346)

 

(1,804,087)

 

(5,813,823)

 

(2,455,070)

Net cash used in financing activities from discontinued operations

 

 

 

(179,025)

 

(514,823)

Net cash used in financing activities

 

(815,346)

 

(1,804,087)

 

(5,992,848)

 

(2,969,893)

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

 

 

 

(21,347)

 

(10,707)

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

 

 

 

(19,315)

 

48,918

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

 

564,448

 

(943,952)

 

2,346,575

 

164,806

Decrease in cash and cash equivalents - discontinued operations

 

 

 

(387,979)

 

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

5.a

21,533

 

948,649

 

2,280,074

 

2,661,494

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

 

 

 

387,980

 

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

5.a

585,981

 

4,697

 

4,626,649

 

2,826,300

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

 

 

 

-

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

14.a

 

2,618

 

420,812

 

204,517

Addition on contractual assets with customers - exclusivity rights

12

 

 

38,796

 

197,915

Reversal fund - private pension

21.a

 

 

3,107

 

3,706

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

24

942

 

1,819

 

942

 

1,819

 

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

 

Ultrapar Participações S.A. and Subsidiaries

Periods ended September 30, 2022 and 2021

(In thousands of Brazilian Reais, except percentages) 

 

 

 

Parent

 

Consolidated

 

Note

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

 

Re-presented

 

 

 

Re-presented

Revenue

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

26

 

 

110,888,998

 

81,362,338

Rebates, discounts and returns

26

 

 

(706,554)

 

(976,616)

Reversal (loss) allowance for expected credit losses

6

 

 

26,170

 

10,745

Amortization of contractual assets with customers - exclusivity rights

12

 

 

(333,281)

 

(199,757)

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

27; 28

1,084

 

984

 

(284,266)

 

135,616

 

 

1,084

 

984

 

109,591,067

 

80,332,326

Materials purchased from third parties

 

 

 

 

 

 

 

 

Raw materials used

 

 

 

(3,414,605)

 

(1,216,012)

Cost of products and services sold

 

 

 

(99,389,666)

 

(74,276,224)

Materials, energy, third-party services and others

 

148,520

 

112,966

 

(1,852,940)

 

(1,220,157)

Provision for assets losses

 

 

 

12,096

 

7,911

 

 

148,520

 

112,966

 

(104,645,115)

 

(76,704,482)

Gross value added

 

149,604

 

113,950

 

4,945,952

 

3,627,844

Retentions

 

 

 

 

 

 

 

 

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

14.a; 15; 16

(4,136)

 

(10,547)

 

(760,858)

 

(681,557)

Net value added produced by the Company

 

145,468

 

103,403

 

4,185,094

 

2,946,287

Value added received in transfer

 

 

 

 

 

 

 

 

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

13

447,674

 

487,314

 

10,083

 

(22,156)

Rents and royalties

26

 

 

212,717

 

208,004

Financial income

29

183,897

 

55,800

 

467,451

 

310,683

 

 

631,571

 

543,114

 

690,251

 

496,531

Value added from continuing operations available for distribution

 

777,039

 

646,517

 

4,875,345

 

3,442,818

Value added from discontinued operations available for distribution

 

106,516

 

16,576

 

547,144

 

1,253,521

Total added value available for distribution

 

883,555

 

663,093

 

5,422,489

 

4,696,339

Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

109,929

 

84,046

 

762,025

 

971,070

Benefits

 

15,346

 

12,254

 

222,524

 

254,148

Government Severance Indemnity Fund for Employees (FGTS)

 

5,564

 

3,825

 

54,639

 

64,224

Others

 

4,491

 

3,247

 

67,489

 

45,988

 

 

135,330

 

103,372

 

1,106,677

 

1,335,430

Taxes, fees, and contributions 

 

 

 

 

 

 

 

 

Federal

 

(142,642)

 

21,039

 

891,356

 

731,600

State

 

-

 

-

 

358,868

 

(65,113)

Municipal

 

1,306

 

2,202

 

91,836

 

98,834

 

 

(141,336)

 

23,241

 

1,342,060

 

765,321

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, exchange variations and financial instruments

 

107,079

 

63,595

 

1,602,232

 

786,417

Rents

 

6,762

 

(286)

 

8,672

 

36,775

Others

 

490

 

2,885

 

121,524

 

42,007

 

 

114,331

 

66,194

 

1,732,428

 

865,199

Remuneration of own capital


 

 

 

 

 


 

Dividends

 

-

 

218,074

 

1,635

 

228,489

Interest on capital

 

450,004

 

-

 

450,004

 

-

Retained earnings

 

218,710

 

235,636

 

242,541

 

248,379

 

 

668,714

 

453,710

 

694,180

 

476,868

Value added from continuing operations distributed

 

777,039

 

646,517

 

4,875,345

 

3,442,818

Value added from discontinued operations distributed

 

106,516

 

16,576

 

547,144

 

1,253,521

Value added distributed

 

883,555

 

663,093

 

5,422,489

 

4,696,339

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


Ultrapar Participações S.A. and Subsidiaries 

(In thousands of Brazilian Reais, unless otherwise stated)

1 Operations

 

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

 

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

 

This interim financial information was authorized for issuance by the Board of Directors on November 9, 2022.

 

a. Principles of consolidation and investments in subsidiaries

 

a.1 Principles of consolidation

 

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

 

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

 

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

 


Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


a.2. Investments in subsidiaries
 

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

 

 

 

 

 

 

% interest in the share capital

 

 

 

 

 

09/30/2022

 

12/31/2021

 

 

 

 

 

Control

 

Control

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ipiranga Produtos de Petróleo S.A.

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Icorban - Correspondente Bancário Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Limited

 

British Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Tropical Transportes Ipiranga Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Imobiliária Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Iconic Lubrificantes S.A.

 

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Imaven Imóveis Ltda.

 

Brazil

Others

 

-

 

100

 

-

 

100

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

 

Brazil

Extrafarma

 

-

 

-

 

-

 

100

Companhia Ultragaz S.A. (1)

 

Brazil

Ultragaz

 

99

 

-

 

-

 

99

Ultragaz Comercial Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda. (2)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Utingás Armazenadora S.A

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

Bahiana Distribuidora de Gás Ltda. (3)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

LPG International Inc. (3)

 

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

UVC Investimentos Ltda

 

Brazil

Others

 

100

 

-

 

-

 

99

Centro de Conveniências Millennium Ltda. and subsidiaries

 

Brazil

Others

 

100

 

-

 

100

 

-

Oxiteno S.A. Indústria e Comércio (5)

 

Brazil

Oxiteno

 

-

 

-

 

100

 

-

Oxiteno Argentina Sociedad de Responsabilidad Ltda.

 

Argentina

Oxiteno

 

-

 

-

 

-

 

100

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

 

Brazil

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Uruguay S.A.

 

Uruguay

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno México S.A. de C.V.

 

Mexico

Oxiteno

 

-

 

-

 

-

 

100

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

 

Mexico

Oxiteno

 

-

 

-

 

-

 

100

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

 

Mexico

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno USA LLC

 

United States

Oxiteno

 

-

 

-

 

-

 

100

Global Petroleum Products Trading Corp. (6)

 

British Virgin Islands

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Europe SPRL

 

Belgium

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Colombia S.A.S.

 

Colombia

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Shanghai LTD.

 

China

Oxiteno

 

-

 

-

 

-

 

100

Empresa Carioca de Produtos Químicos S.A.

 

Brazil

Oxiteno

 

-

 

-

 

-

 

100

Ultracargo - Operações Logísticas e Participações Ltda.

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A. (7)

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

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

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

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

 

Brazil

Others

 

-

 

100

 

-

 

100

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

 

Brazil

Others

 

100

 

-

 

100

 

-

Eaí Clube Automobilista S.A.

 

Brazil

Others

 

100

 

-

 

100

 

-

 

 

Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


The percentages in the table above are rounded 

(1) On August 1, 2022, the subsidiary Companhia Ultragaz S.A. (“Ultragaz”), became directly controlled by Ultrapar.
(2) Non-operating company in closing phase.
(3) On July 1, 2022, the indirect subsidiaries Bahiana Distribuidora de Gás Ltda. (“Bahiana”) and LPG International Inc. (“LPG”) became controlled by Ultragaz.
(4) On May 18, 2021, the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”, being the transaction closed on August 01, 2022 after the fulfillment of all precedent condictions. For more details, see note 4.c.1.
(5) On August 16, 2021, the Company announced the signing of an agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary’s balances to “assets and liabilities held for sale”. On April 1, 2022, the transaction was completed.
(6) On January 27, 2022, the subsidiary Global Petroleum Products Trading Corp (“GPPT”) was dissolved. 
(7) In April 2021, the name of subsidiary Terminal Químico de Aratu S.A - Tequimar was changed to Ultracargo Logística S.A. (“Ultracargo Logística”).
(8) On April 29, 2022, the name of subsidiary Tequimar Vila do Conde Logística Portuária S.A was changed to Ultracargo Vila do Conde Logística Portuária S.A.

 

  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. For more information, see note 4.b. The Company held a 100% interest in Oxiteno S.A.

 

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



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b.3 Conclusion (“closing”) of Extrafarma sale agreement

 

On May 18, 2021 the Company signed the agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). On June 22, 2022, CADE approved the transaction, through the execution of a Merger Control Agreement (“Acordo em Controle de Concentrações - ACC”), providing for the divestment of 8 Extrafarma stores, which did not result in change in the enterprise value. On August 1, 2022, the transaction was closed, after the fulfillment of all precedent conditions. The amount of R$ 700 million was adjusted by the variations in working capital and net debt position of R$ 37.7 million resulting in the total amount of R$ 737.7 million. This amount is still subject to final working capital and net debt adjustments. Of the first installment of R$ 372.3 million, R$ 365.4 million was paid by Pague Menos on August 1, 2022 and R$ 6.9 million was paid in cash by shareholders who exercised their preemptive rights. The payment of the two remaining installments of R$ 182.7 million each will be made in August, 2023 and August, 2024 by Pague Menos. The Company held a 100% interest in Extrafarma, through subsidiary Ipiranga.  


2 Basis of preparation and presentation of the interim financial information

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

3. Summary of significant accounting policies

 

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

 

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

 

  1. New accounting policies and changes in accounting policies adopted

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

 

a.1 Accounting policies adopted

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

 

  • 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 September 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 September 30, 2022, and the Company does not expect to have significant impact on 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 September 30, 2022, the Company and its subsidiaries do not have any operations linked to LIBOR. Therefore, the Company understands that there are not relevant currently impacts from the LIBOR change on its operations.

 

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

 

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

 

On December 31, 2021, the Company recognized deferred taxes related to Extrafarma's impairment accounting and allocated it to discontinued operations.

 

a. Sale of Extrafarma’s shares

 

On August 1, 2022, the transaction was closed, including the fulfillment of all precedent conditions. For more information, see Note 1.b.3.



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

Amount

Total operation amount (EV – enterprise value)

700,000

Cash/net debt on December 31, 2020

(99,897)

Operation sale price

600,103

Estimated working capital and net debt adjustments

134,279

Cost of write-off of investment

(1,115,102)

Reversal of impairment

427,529

Provision for indemnities

(11,165)

Transaction costs

(13,282)

Gain on disposal of investments before the effect of cessation of depreciation

22,362

    Cessation of depreciation

(27,084)

Loss with disposal of investments after the effect of cessation of depreciation

(4,722)

    Current income and social contribution taxes

133,961

    Deferred income and social contribution taxes

(141,564)

Loss on disposal of investments, net

(12,325)

 

b. Sale of shares of Oxiteno S.A.

 

On August 16, 2021, the Company announced the signing of an agreement for the sale of all shares of Oxiteno S.A. to Indorama. On April 1, 2022, the Company announced the conclusion of the transaction after approval by CADE without restrictions. For more information, see Note 1.b.2.



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

Amount

Total value of Oxiteno’s purchase and sale agreement

6,994,191

Working capital and net debt adjustments

(13,146)

Proceeds from settlement of intercompany loan held by Oxiteno

(3,980,702)

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

(81,397)

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

2,918,946 

    Cost of write-off of investment

(2,118,949)

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

(277,045)

    Transaction costs

(77,843)

    Provision for indemnities

(136,103)

Gain on disposal of investments before the effect of cessation of depreciation

309,006 

    Cessation of depreciation

(51,372)

Gain with disposal of investments after the effect of cessation of depreciation

257,634 

    Current income and social contribution taxes

(245,478)

    Deferred income and social contribution taxes

46,247 

Gain on disposal of investments, net

58,403

 

For more information, see Note 1.b.2.

 

c. Disclosure of the impacts of IFRS 5 (CPC 31) - discontinued operations

 

The tables of discontinued operation are detailed below and include the profit or loss incurred throughout 2022 and 2021, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, among others.



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c.1 The results for the period and cash flows from discontinued operations for the nine-month period ended September 30, 2022 are shown below:

 

 

 

Oxiteno

 

Extrafarma

 

Eliminations (*)

 

Ultrapar

 

09/30/2022

Net revenue from sales and services

 

2,039,287

 

1,235,487

 

(7,241)

 

 

3,267,533

Cost of products and services sold

 

(1,580,000)

 

(912,310)

 

7,241

 

 

(2,485,069)

Gross profit

 

459,287

 

323,177

 

 

 

782,464

Selling, marketing and administrative

 

(201,365)

 

(438,601)

 

 

 

(639,966)

Other operating income (expenses), net

 

10,736

 

(5,951)

 

 

252,913

 

257,698

Operating income (loss)

 

268,658

 

(121,375)

 

 

252,913

 

400,196

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

 

(231)

 

 

 

 

(231)

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

 

268,427

 

(121,375)

 

 

252,913

 

399,965

    Financial result, net

 

23,153

 

(25,059)

 

54,431

 

-

 

52,525

Income (loss) before income and social contribution taxes

 

291,580

 

(146,434)

 

54,431

 

252,913

 

452,490

Income and social contribution taxes

 

(16,924)

 

20,826

 

(18,507)

 

(206,835)

 

(221,440)

Net effect of cessation of depreciation (i)

 

51,372

 

27,084

 

 

 

78,456

Net income (loss) for the period

 

326,028

 

(98,524)

 

35,924

 

46,078

 

309,506

 

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

 

(i) As of January 1, 2022, the depreciation and amortization of assets classified as held for sale ceased, in compliance with item 25 of CPC 31/IFRS 5.

 

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

 

 

Oxiteno

 

Extrafarma

 

Eliminations

 

09/30/2022

Net cash (used in) provided by operating activities

(81,558)

 

(68,370)

 

180,478

 

30,550

Net cash (used in) provided by investing activities

1,011,736

 

(25,323)

 

(1,206,603)

 

(220,190)

Net cash (used in) provided by financing activities

(1,245,754)

 

40,585

 

1,026,144

 

(179,025)

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

(19,315)

 

 

 

(19,315)

Increase (decrease) in cash and cash equivalents

(334,891)

 

(53,108)

 

19

 

(387,980)

 


Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c.1.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 309,506, classified as income from discontinued operations in the consolidated financial statements. The income (loss) from consolidated discontinued operations was R$ 309,506 in the statement of income for the nine-month period ended September 30, 2022.

 

c.2 The results and cash flows for the nine-month period ended September 30, 2021, which were re-presented, are shown below:

 

 

 

09/30/2021

 

Discontinued operations

 

 

 

09/30/2021

 

 

Originally presented

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

 

Re-presented

 

 

A

 

 

 

 

 

 

 

B

 

(A-B)

Net revenue from sales and services

 

84,387,464

 

5,090,252

 

1,487,107

 

(18,394)

 

6,558,965

 

77,828,499

Cost of products and services sold

 

(79,376,849)

 

(3,909,391)

 

(1,032,083)

 

18,394

 

(4,923,080)

 

(74,453,769)

Gross profit

 

5,010,615

 

1,180,861

 

455,024

 

 

1,635,885

 

3,374,730

Selling, marketing and administrative

 

(3,579,810)

 

(710,009)

 

(522,551)

 

 

(1,232,560)

 

(2,347,250)

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

 

58,185

 

144

 

148

 

 

292

 

57,893

Impairment of assets

 

(394,675)

 

 

(394,675)

 

 

(394,675)

 

Other operating income, net

 

101,485

 

23,751

 

11

 

 

23,762

 

77,723

Operating income (loss)

 

1,195,800

 

494,747

 

(462,043)

 

 

32,704

 

1,163,096

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

 

(22,023)

 

119

 

 

14

 

133

 

(22,156)

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

 

1,173,777

 

494,866

 

(462,043)

 

14

 

32,837

 

1,140,940

    Financial result, net

 

(632,449)

 

(298,785)

 

(33,126)

 

246,364

 

(85,547)

 

(546,902)

Income (loss) before income and social contribution taxes

 

541,328

 

196,081

 

(495,169)

 

246,378

 

(52,710)

 

594,038

Income and social contribution taxes

 

(47,884)

 

56,284

 

96,766

 

(83,764)

 

69,286

 

(117,170)

Net income (loss) from continuing operations

 

 

 

 

 

 

476,868

Net income (loss) from discontinued operations

 

 

 

 

 

16,576

 

16,576

Net income (loss) for the period

 

493,444

 

252,365

 

(398,403)

 

162,614

 

16,576

 

493,444

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

 

1,014,539

 

222,146

 

115,041

 

 

337,187

 

677,352

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

 

 

09/30/2021

 

Discontinued operations

 

09/30/2021

 

Originally presented

 

Oxiteno

 

Extrafarma

 

Eliminations

 

Total

 

Re-presented

 

A

 

 

 

 

 

 

 

B

 

(A-B)

Net cash (used in) provided by operating activities

1,882,443

 

941,316

 

(1,078)

 

(2,333)

 

937,905

 

944,538

Net cash (used in) provided by investing activities

1,214,045

 

(102,821)

 

(26,423)

 

 

(129,244)

 

1,343,289

Net cash (used in) provided by financing activities

(2,969,893)

 

(878,335)

 

(12,031)

 

375,543

 

(514,823)

 

(2,455,070)

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

38,211

 

48,918

 

 

 

48,918

 

(10,707)

Increase (decrease) in cash and cash equivalents

164,806

 

9,078

 

(39,532)

 

373,210

 

342,756

 

(177,950)

 


Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


c.2.1 In the parent company, the share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, was re-presented as discontinued operations in the total amount of R$ 16,576 in the statement of income for 2021.


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

 

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

 

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

 

Cash, cash equivalents and financial investments (consolidated) amounted to R$ 6,318,331 as of September 30, 2022 (R$ 4,463,473 as of December 31, 2021) and are as follows:

 

a.              Cash and cash equivalents

 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Cash and bank deposits

 

 

 

 

 

 

 

In local currency

2,588

 

2,554

 

209,954

 

317,907

In foreign currency

 

 

4,901

 

16,640

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities

583,394

 

18,979

 

4,018,600

 

1,943,164

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

 

 

393,197

 

2,363

Total cash and cash equivalents

585,982

 

21,533

 

4,626,652

 

2,280,074

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Financial investments and derivative financial instruments
 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities and funds

319,881

 

142,065

 

1,049,779

 

1,607,608

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities and funds

 

 

 

103,239

Currency and interest rate hedging instruments (a)

 

 

641,900

 

472,552

Total financial investments and derivative financial instruments

319,881

 

142,065

 

1,691,679

 

2,183,399

Current

319,881

 

142,065

 

1,264,043

 

1,804,122

Non-current

 

 

427,636

 

379,277

 

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

  

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

 

a. Trade receivables

 

The breakdown of trade receivables is as follows:

 

 

09/30/2022

 

12/31/2021

Domestic customers

4,404,902

 

3,805,756

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

 

57

Foreign customers

12,413

 

3,137

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

2,785

 

4,400

 

4,420,100

 

3,813,350

(-) Allowance for expected credit losses

(341,890)

 

(374,355)

Total

4,078,210

 

3,438,995

Current

4,013,730

 

3,375,246

Non-current

64,480

 

63,749

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2022

4,420,100

3,755,096

47,845

29,963

18,905

61,731

506,560

12/31/2021

3,813,350

3,131,528

90,024

33,255

24,804

23,903

509,836

 

 

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

 

 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2022

341,890

19,915

1,936

2,062

2,269

12,680

303,028

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

121,307

Reversals

(106,768)

Write-offs

(47,004)

Balance as of September 30, 2022

341,890

 

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

 

b. Reseller financing

 

The breakdown of reseller financing is comprised as follows:

 

 

09/30/2022

 

12/31/2021

Reseller financing – Ipiranga

1,208,594

 

1,183,312

(-) Allowance for expected credit losses

(180,252)

 

(185,278)

 

1,028,342

 

998,034

Current

543,516

 

582,562

Non-current

484,826

 

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

09/30/2022

1,208,594

796,094

6,803

5,624

3,750

29,494

366,829

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

09/30/2022

180,252

1,738

1,708

1,173

510

12,096

163,027

12/31/2021

185,278

1,514

6,410

8,697

6,255

9,892

152,510

 

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

Balance as of December 31, 2021

185,278

Additions

30,943

Reversals

(31,222)

Write-offs

(4,747)

Balance as of September 30, 2022

180,252

  

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

 

c. Trade receivables - sale of subsidiaries (Consolidated)

 

The breakdown of other receivables is comprised as follows:

 

 

09/30/2022

 

12/31/2021

Sale of subsidiary Oxiteno:

 

 

 

Receivables from sale of investments (i)

810,990

 

-

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

(69,133)

 

Sale of subsidiary Extrafarma:

 

 

 

Receivables from sale of investments (iii)

372,215

 

 

1,114,072

 

-

Current

186,108

 

-

Non-current

927,964

 

-

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


(i) Refers to the final installment of the sale of Oxiteno, in amount of USD 150 million, due in 2024. In May 2022, the parent Ultrapar made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Oxiteno to Ultrapar International.

 

(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.1741%. The amount on September 30 includes present value realization and exchange variation of the transaction closing date until September 30, 2022.

 

(iii) Refer to the sale of Extrafarma, which will be paid in two installments of R$ 186,108, maturing in August 2023 and August 2024, monetarily adjusted by the CDI rate + 0.5% p.a.

 

7 Inventories (Consolidated)

 

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

 

 

09/30/2022

 

12/31/2021

Fuels, lubricants and greases

3,467,151

 

3,038,061

Raw materials

301,721

 

293,242

Liquified petroleum gas (LPG)

148,814

 

146,070

Consumable materials and other items for resale

175,138

 

115,275

Purchase for future delivery (1)

220,858

 

301,992

Properties for resale

20,006

 

24,132

 

4,333,688

 

3,918,772

 

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

 

Movements in the provision for losses are as follows:

 

Balance as of December 31, 2021

13,078

Reversal of provision for adjustment to realizable value

(404)

Provision for obsolescence and other losses

3,981

Balance as of September 30, 2022

16,655



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


8 Recoverable taxes (Consolidated)

 

a. Recoverable taxes

 

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

 

 

09/30/2022

 

12/31/2021

ICMS (a.1)

1,187,751

 

893,206

PIS and COFINS (a.2)

1,344,733

 

1,177,513

Valued-added tax (VAT) of foreign subsidiaries

 

179

Others

66,946

 

37,127

Total

2,599,430

 

2,108,025

Current

1,132,448

 

1,061,227

Non-current

1,466,982

 

1,046,798

 

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

 

(i)The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 1,187,751 (R$ 893,206 as of December 31, 2021) recognized, mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz; and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than that of the actual operation performed by the subsidiary IPP.

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

 

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

 

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


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


The credit balance of PIS and COFINS is realized through the settlement of own debts in subsequent months or with other debts managed by the Receita Federal and social security when allowed by law. Management estimates the realization of these credits within up to 5 years.


b. Recoverable income and social contribution taxes

 

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

 

 

Consolidated

 

09/30/2022

 

12/31/2021

IRPJ and CSLL

381,813

 

447,191

Current

226,229

 

291,833

Non-current

155,584

 

155,358

 

9 Related parties


a. Related parties

 

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

 

a.1 Parent

 

 

09/30/2022

 

Assets 

 

Liabilities  

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income (expenses)

Ipiranga Produtos de Petróleo S.A.

-

 

46,162

 

 

556,487(2)

 

29,495(1)

Cia Ultragaz S.A.

510,277(3)

 

7,992

 

 

 

13,260(3)

Ultracargo Logística S.A.

 

1,908

 

 

 

Eaí Clube Automobilista S.A.

 

404

 

 

 

UVC Investimentos Ltda

 

45

 

 

 

am/pm Comestíveis Ltda.

 

83

 

 

 

Iconic Lubrificantes S.A.

 

2

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

 

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

 

 

 

194

 

Others

 

177

 

 

 

Total

510,277

 

56,773

 

2,875

 

556,681

 

42,755

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


 

12/31/2021

 

09/30/2021

 

Assets 

 

Liabilities  

 

 

 

Debentures

 

Other receivables

 

Related parties

 

Other payables

 

Financial income (expenses)

Ipiranga Produtos de Petróleo S.A.

406,787(1)

 

71,585

 

 

1,085

 

13,470(1)

Cia Ultragaz S.A.

 

11,060

 

 

6,798

 

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

7,025

 

4,674

 

404

 

Oxiteno S.A. Indústria e Comércio

 

3,787

 

 

2

 

Ultracargo Logística S.A.

 

2,798

 

 

 

Eaí Clube Automobilista S.A.

 

200

 

 

 

UVC Investimentos Ltda

 

21

 

 

 

am/pm Comestíveis Ltda.

 

146

 

 

 

Iconic Lubrificantes S.A.

 

11

 

 

 

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

 

293

 

 

322

 

Others

 

 

 

1

 

Total

406,787

 

96,926

 

4,674

 

8,612

 

13,470

 

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

 

(2) Substantially composed of the final installment payable to Ipiranga in the amount of R$ 556,455 referring to the agreement for the acquisition of Ultragaz. The referred transaction of sale and purchase was conducted between companies under common control, through which the Parent company obtained the direct control of Ultragaz; accordingly IFRS 3 – Business Combinations was not applied. The amount was settled in October, 31, 2022.

 

(3) In June 2022, the subsidiary Cia Ultragaz carried out its first private offering in one single series of 500,000 debentures at face value of R$ 1,000.00 each, nonconvertible into shares, unsecured, with maturity on July 28, 2027 and semiannual interest linked to DI, fully subscribed by the Company.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


a.2 Consolidated

 

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

 

 

09/30/2022

 

 Loans (1)

 

Commercial transactions

 

Trading transactions

 

Assets


Liabilities

 

Receivables

 

Trade payables

 

Sales and services provided

 

Purchases

Química da Bahia Indústria e Comércio S.A.


2,875

 

 

 

 

Refinaria de Petróleo Riograndense S.A.


 

 

2,549

 

 

197,743

União Vopak Armazéns Gerais Ltda.


 

 

 

588

 

Latitude Logística Portuária S.A.      


 

 

343

 

 

Nordeste Logistica I S.A.


 

 

23

 

 

Nordeste Logistica III S.A.


 

 

17

 

 

Chevron (Thailand) Limited (2)


 

 

10

 

 

799

Chevron Latin America Marketing LLC (2)


 

34

 

 

 

Chevron Lubricants Oils S.A. (2)


 

 

51

 

475

 

Chevron Marine Products (2)


 

2,443

 

 

10,670

 

Chevron Oronite Brasil Ltda. (2)


 

 

50,189

 

 

114,529

Chevron Products Company (2)


 

 

184,045

 

 

501,960

Chevron Belgium NV  (2)


 

 

1,751

 

 

9,913

Chevron Petroleum CO Colombia  (2)


 

220

 

 

220

 

Chevron Brasil Oleos Basicos Ltda. (2)


 

 

6

 

 

Chevron Lubricants Lanka PLC (2)


 

88

 

 

88

 

Others (1)


617

 

 

 

 

Total


3,492

 

2,785

 

238,984

 

12,041

 

824,944

 

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

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

12/31/2021

 

09/30/2021

 

 Loans (1)

 

Commercial transactions

 

Trading transactions

 

Assets


Liabilities

 

Receivables

 

Trade payables

 

Sales and services provided

 

Purchases

Química da Bahia Indústria e Comércio S.A.


2,875

 

 

 

 

Refinaria de Petróleo Riograndense S.A.


 

 

90,761

 

 

513,382

ConectCar Soluções de Mobilidade Eletrônica S.A.


 

 

 

1,469

 

112

União Vopak Armazéns Gerais Ltda.


 

57

 

 

52

 

Chevron (Thailand) Limited (2)


 

204

 

 

462

 

1,072

Chevron Lubricants Lanka PLC (2)


 

 

 

164

 

Chevron Lubricants Oils S.A. (2)


 

319

 

 

415

 

Chevron Marine Products (2)


 

3,663

 

 

9,581

 

Chevron Oronite Brasil Ltda. (2)


 

 

53,378

 

302

 

113,081

Chevron Products Company (2)


 

 

158,557

 

 

550,367

Chevron Belgium NV (2)


 

 

821

 

 

6,353

Chevron Petroleum CO Colombia  (2)


 

214

 

 

392

 

Others (1)

490


659

 

 

 

 

Total

490


3,534

 

4,457

 

303,517

 

12,837

 

1,184,367

 

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

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

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Key executives (Consolidated)

 

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

 

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

 

The expenses for compensation of its key executives (Members of the Board of Directors and executive officers) are shown below:

 

 

09/30/2022

 

09/30/2021

Short-term compensation

45,208

 

33,201

Stock compensation

12,670

 

10,839

Post-employment benefits

2,622

 

2,002

Total

60,500

 

46,042

 

c. Stock plan (Consolidated)

 

Since 2003 Ultrapar has adopted a stock plan in which the executive has the benefit from shares held in treasury until the transfer of the full ownership of the shares to those eligible members of management after five to seven years from the initial grant of the rights subject to uninterrupted employment of the participant during the period. The volume of shares and the executives eligible are determined by the Board of Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors members are not eligible to participate in the stock plan. The fair value of the grants was determined on the grant date based on the market value of the shares on B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

Grant date

Number of shares granted

Vesting period

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

Total grant costs, including taxes

 

Accumulated recognized grant costs

 

Accumulated unrecognized grant costs

March 4, 2016

66,664

2023

32.72

9,025

 

(8,846)

 

179

Balance as of September 30, 2022

66,664

 

 

9,025

 

(8,846)

 

179

 

For the nine-month period ended September 30, 2022, the amortization of R$ 406 (reversal of R$ 1,689 in the nine-month period ended September 30, 2021 – re-presented) was recognized as a general and administrative expense.

 

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

 

Balance as of December 31, 2021

 

133,332

Shares transferred to executives

 

(66,668)

Balance as of September 30, 2022

 

66,664

 

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

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The table below summarizes the restricted and performance stock programs:

Program

Grant date

Number of shares granted

Vesting period

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

Total exercisable grant costs, including taxes

 

Accumulated recognized exercisable grant costs

 

Accumulated unrecognized exercisable grant costs

Restricted

November 8, 2017

2,860

2022

38.19

185

 

(182)

 

3

Restricted

April 4, 2018

6,658

2023

34.35

427

 

(385)

 

42

Restricted

September 19, 2018

80,000

2024

19.58

2,161

 

(1,440)

 

721

Restricted

September 24, 2018

80,000

2024

18.40

2,528

 

(1,686)

 

842

Restricted

April 3, 2019

79,864

2023 and 2024

23.25

3,489

 

(2,755)

 

734

Performance

April 3, 2019

39,932

2024

23.25

1,716

 

(1,198)

 

518

Restricted

September 2, 2019

320,000

2025

16.42

8,581

 

(4,410)

 

4,171

Restricted

April 1, 2020

193,827

2023 to 2025

12.53

4,584

 

(3,012)

 

1,572

Performance

April 1, 2020

277,225

2023 to 2025

12.53

5,786

 

(3,715)

 

2,071

Restricted

September 16, 2020

300,000

2026

23.03

11,793

 

(4,095)

 

7,698

Restricted

April 7, 2021

440,623

2024

21.00

17,302

 

(8,292)

 

9,010

Performance

April 7, 2021

467,724

2024

21.00

18,375

 

(9,366)

 

9,009

Restricted

September 22, 2021

1,000,000

2027

14.17

22,520

 

(4,066)

 

18,454

Restricted

April 6, 2022

797,872

2025

14.16

21,119

 

(3,520)

 

17,599

Performance

April 6, 2022

800,039

2025

14.16

21,177

 

(3,578)

 

17,599

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

 

(534)

 

63,514

 

7,526,624

 

 

205,791

 

(52,234)

 

153,557

 

For the nine-month period ended September 30, 2022, a general and administrative expense in the amount of R$ 26,361 was recognized in relation to the Plan (R$ 16,145 for the nine-month period ended September 30, 2021 – re-presented).

 

Balance as of December 31, 2021

 

4,415,294

Shares granted during the year

 

4,191,698

Cancellation of granted shares due to termination of executive employment

 

(836,030)

Shares transferred (vesting)

 

(480,682)

Reclassification from assets held for sale

 

236,344

Balance as of September 30, 2022

 

7,526,624



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

10 Income and social contribution taxes

 

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

 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

42,411

 

57,924

Provision for tax, civil and labor risks

52,558

 

 

226,298

 

188,236

Provision for post-employment benefits

843

 

760

 

75,120

 

73,335

Provision for differences between cash and accrual basis (i)

 

 

182,909

 

24,754

Goodwill

 

 

3,608

 

4,825

Business combination – tax basis vs. accounting basis of goodwill

 

 

17,698

 

18,699

Provision for asset retirement obligation

 

 

16,386

 

16,991

Provision for suppliers

7,278

 

6,354

 

149,250

 

39,364

Provision for profit sharing and bonus

10,922

 

9,541

 

55,670

 

44,876

Leases payable

306

 

1,264

 

54,638

 

41,463

Change in fair value of subscription warrants

8,381

 

10,957

 

8,381

 

10,957

Provision for deferred revenue

 

 

8,402

 

15,643

Other provisions

8,591

 

85

 

20,757

 

2,769

Tax loss carryforwards (10.d)

51,514

 

43,441

 

286,121

 

148,345

Total

140,393

 

72,402

 

1,147,649

 

688,181

Offset liability balance

-

 

 

(126,297)

 

(116,426)

Net balances of deferred tax assets

140,393

 

72,402

 

1,021,352

 

571,755

Liabilities - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of PP&E

 

 

392

 

408

Leases payable

 

 

125

 

138

Provision for differences between cash and accrual basis (i)

 

 

17,405

 

19,664

Goodwill

 

 

27,691

 

28,676

Business combination - fair value of assets

 

 

61,956

 

66,079

Temporary differences from foreign subsidiaries

 

 

1

 

Other provisions

 

 

20,672

 

1,743

Total

 

 

128,242

 

116,708

Offset asset balance

 

 

(126,297)

 

(116,426)

Net balance of deferred tax liabilities

 

 

1,945

 

282

 

(i) Refers, mainly, to IRPJ and CSLL on the exchange variation of the hedge derivative instruments.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2021

72,402

 

571,473

Deferred IRPJ and CSLL recognized in income for the year

21,744

 

416,398

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

46,247

 

31,622

Deferred IRPJ and CSLL recognized in other comprehensive income

 

(86)

Balance as of September 30, 2022

140,393

 

1,019,407


b. Reconciliation of income and social contribution taxes

 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

Re-presented

 

 

 

Re-presented

Income before taxes

495,841

 

459,072

 

691,968

 

594,038

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(168,586)

 

(156,084)

 

(235,269)

 

(201,973)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(3,982)

 

(14,965)

 

(10,135)

 

(40,152)

Nontaxable revenues (ii)

5,345

 

 

20,621

 

(96,419)

Adjustment to estimated income (iii)

 

 

8,538

 

199,221

Unrecorded deferred income and social contribution tax carryforwards (iv)

 

 

(2,387)

 

(5,198)

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

152,209

 

165,687

 

3,428

 

(7,533)

Interest on capital

153,000

 

 

153,003

 

26,046

Other adjustments

34,887

 

 

12,253

 

(23,240)

Income and social contribution taxes before tax incentives

172,873

 

(5,362)

 

(49,948)

 

(149,248)

Tax incentives – SUDENE (10.c)

 

 

52,160

 

32,078

Income and social contribution taxes in the statement of income

172,873

 

(5,362)

 

2,212

 

(117,170)

Current

151,129

 

 

(414,186)

 

(281,585)

Deferred

21,744

 

(5,362)

 

416,398

 

164,415

Effective IRPJ and CSLL rates - %

(34.9)

 

1.2

 

(0.3)

 

19.7



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

(i) Consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative results of foreign subsidiaries and certain provisions.

(ii)Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary adjustment (SELIC) in the repetition of undue tax lawsuits.

(iii)Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of the operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries.

(iv)  See Note 10.d.


40


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Tax incentives – SUDENE

 

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

 

Subsidiary

Units

Incentive - %

Expiration

Bahiana Distribuidora de Gás Ltda.

Mataripe base

75

2024

 

Caucaia base

75

2025

 

Juazeiro base

75

2026

 

Aracaju base

75

2027

 

Suape base

75

2027

Ultracargo Logística S.A.

Aratu Terminal

75

2022

 

Suape Terminal

75

2030

 

Itaqui Terminal

75

2030

 

d. Tax loss carryforwards

 

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

 

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

 

 

09/30/2022

 

12/31/2021

Oil Trading

101,501

 

53,839

Ultrapar (i)

51,513

 

43,441

Abastece aí

61,983

 

41,065

Ipiranga

49,509

 

-

Ultracargo Vila do Conde

19,073

 

9,861

Others

2,542

 

139

 

286,121

 

148,345


(i) Include the amount of R$ 29,700 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of September 30, 2022 (R$ 8,510 as of December 31, 2021).

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

 

 

09/30/2022

 

12/31/2021

Integra Frotas

12,482

 

11,769

Millennium

4,849

 

3,174

 

17,331

 

14,943

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


11 Prepaid expenses (Consolidated)

 

 

09/30/2022

 

12/31/2021

Rents

42,844

 

54,327

Advertising and publicity

42,622

 

28,410

Insurance premiums

48,538

 

26,917

Software maintenance

23,846

 

19,863

Employee benefits

7,646

 

8,362

IPVA and IPTU

2,989

 

1,553

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

18,645

 

19,831

Other prepaid expenses

16,438

 

10,129

 

203,568

 

169,392

Current

123,752

 

98,024

Non-current

79,816

 

71,368

  

12 Contractual assets with customers - exclusivity rights (Consolidated)

 

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

 

Changes are shown below:

 

Balance as of December 31, 2021

2,079,226

Additions

551,058

Amortizations

(333,281)

Transfers

(5,840)

Balance as of September 30, 2022

2,291,163

Current

599,573

Non-current

1,691,590

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

13 Investments in subsidiaries, joint ventures and associates

 

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

 

 

 

 

 

 

Parent

 

Equity

Profit (loss) for the period

Interest in share capital - %

 

Investment

 

Share of profit (loss) of subsidiaries and joint ventures

 

 

09/30/2022


12/31/2021

 

09/30/2022


09/30/2021

Subsidiaries

 

 

 

 

 


 

 

 


Re-presented

Ultracargo - Operações Logísticas e Participações Ltda.

1,582,367

165,536

100

 

1,582,367


1,474,889

 

165,536


130,151

Ipiranga Produtos de Petróleo S.A. (i)

7,959,298

291,167

100

 

7,959,286


6,662,244

 

291,169


552,137

Ultrapar International S.A.

(90,377)

(112,103)

100

 

(90,377)


(14,199)

 

(112,103)


(147,918)

UVC

45,888

(472)

100

 

45,888


36,491

 

(472)


(3,213)

Centro de Conveniências Millennium Ltda. (ii)

13,727

(4,960)

100

 

13,727


9,328

 

(4,960)


(2,278)

Eaí Clube Automobilista S.A.

93,839

(41,560)

100

 

93,839


78,896

 

(41,560)


(38,050)

Companhia Ultragaz S.A. (iii)

1,958,749

128,784

99

 

1,951,864


 

128,331


UVC Investimentos Ltda

(34)

(105)

100

 

(34)


 

(105)


Joint ventures

 


 


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

7,055

50

 

3,527


 


Refinaria de Petróleo Riograndense S.A.

122,141

64,099

33

 

40,572


16,622

 

21,299


(4,054)

Negative equity from joint ventures

 


 


Refinaria de Petróleo Riograndense S.A.

(34,741)

1,623

33

 

(11,535)


(12,074)

 

539


539

Total investments in the parent

 

 

 

 

11,679,535


8,266,396

 

447,674


487,314

Total provision for equity deficit of the Parent

 

 

 

 

(90,411)


(14,199)

 

 


 

Total

 

 

 

 

11,589,124


8,252,197

 

 


 

 

The percentages in the table above are rounded.

 

(i)Balances are presented net of the effects of discontinued operations. For more details, see note 4.

(ii)Balances are accounted for under the equity method of accounting based on information as of May 31, 2022.

(iii)On August 1, 2022, the Company acquired an interest of 99% in Cia. Ultragaz. Until July 31, 2022, Ultragaz was a subsidiary of IPP. For further information, see Note 1.a.2

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

 

 

 

Consolidated

 

Equity

Profit (loss) for the period

Interest in share capital - %

 

Investment

 

Share of profit (loss) of joint ventures and associates

 

 

Consolidated


12/31/2021

 

09/30/2022


09/30/2021

Joint ventures

 

 

 

 

 


 

 

 


Re-presented

União Vopak – Armazéns Gerais Ltda (1)

13,932

(2,738)

50

 

6,966


8,336

 

(1,369)


683

Refinaria de Petróleo Riograndense S.A. (2)

122,141

64,099

33

 

40,572


16,622

 

21,299


(4,054)

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

 


 


(18,081)

Latitude Logística Portuária S.A (4)

14,075

(2,282)

50

 

7,038


9,978

 

(2,939)


(900)

Navegantes Logística Portuária S.A (4)

74,918

(14,599)

33

 

24,973


22,289

 

(9,315)


(2,283)

Nordeste Logística I S.A. (4)

16,014

6,289

33

 

5,338


2,416

 

1,588


821

Nordeste Logística II S.A. (4)

59,525

(3,950)

33

 

19,842


13,256

 

(1,581)


(674)

Nordeste Logística III S.A (4)

49,289

(428)

33

 

16,430


10,566

 

(638)


234

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

7,055

50

 

3,527


3,528

 


Associates

 

 

 

 

 


 

 

 


 

Transportadora Sulbrasileira de Gás S.A. (5)

21,181

9,551

25

 

5,295


3,204

 

2,476


1,533

Metalúrgica Plus S.A. (6)

(375)

(217)

33

 

(135)


(53)

 

(72)


(68)

Plenogás Distribuidora de Gás S.A. (6)

1,774

284

33

 

591


497

 

95


108

Other investments

 

28


28

 


(14)

Negative equity from joint ventures

 

 

 

 

 


 

 

 


 

Refinaria de Petróleo Riograndense S.A. (2)

(34,741)

1,623

33

 

(11,535)


(12,074)

 

539


539

Total investments in Consolidated

 

 

 

 

119,065


78,593

 

10,083


(22,156)

Total provision for equity deficit of the Parent

 

 

 

 

(135)


 

 


 

Total

 

 

 

 

118,930


78,593

 

 


 

 

The percentages in the table above are rounded.

 

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




Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

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

(3)The subsidiary IPP held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking. On June 25, 2021, the sale of ConectCar to Porto Seguro S.A., through its subsidiary Portoseg S.A. – Crédito, Financiamento e Investimento, was announced. The transactions were completed on October 1, 2021. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million.

(4)The subsidiary IPP participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), it participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), it holds an interest in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).

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

(6)The subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended.


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

 

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2021 (ii)

8,247,649

 

4,548

 

8,252,197

 

71,389

 

7,204

 

78,593

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

425,836

 

21,838

 

447,674

 

7,584

 

2,499

 

10,083

Dividends

(60,000)

 

 

(60,000)

 

 

(396)

 

(396)

Equity instrument granted

10,928

 

 

10,928

 

 

 

Other comprehensive income

(59)

 

2,650

 

2,591

 

2,650

 

 

2,650

Translation adjustments of foreign subsidiaries

 

 

 

 

 

Capital increase in cash

325,928

 

 

325,928

 

28,000

 

 

28,000

Shareholder transaction - changes of interest

951

 

3,528

 

4,479

 

3,528

 

(3,528)

 

Acquisition of Cia Ultragaz

1,823,105

 

 

1,823,105

 

 

 

Acquisition of UVC Investimentos

(129)

 

 

(129)

 

 

 

Transfer to provision for negative equity

 

 

 

 

 

Changes in discontinued operations

782,351

 

 

782,351

 

 

 

Balance as of September 30, 2022 (ii)

11,556,560

 

32,564

 

11,589,124

 

113,151

 

5,779

 

118,930

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2020 (ii)

10,496,479

 

(2,096)

 

10,494,383

 

137,004

 

25,616

 

162,620

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

828,150

 

822

 

828,972

 

(18,068)

 

434

 

(17,634)

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

65,264

 

 

65,264

 

 

48

 

48

Dividends

(692,976)

 

 

(692,976)

 

 

(998)

 

(998)

Equity instrument granted

3,631

 

 

3,631

 

 

 

Other comprehensive income

7,352

 

99

 

7,451

 

99

 

 

99

Translation adjustments of foreign subsidiaries

73,049

 

 

73,049

 

 

 

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

29,273

 

5,723

 

34,996

 

5,723

 

 

5,723

Capital increase in cash

119,156

 

 

119,156

 

30,697

 

 

30,697

Capital decrease

 

 

 

(5,001)

 

(1,500)

 

(6,501)

Shareholder transactions - changes of interest

 

 

 

(966)

 

 

(966)

Write-off of investment

 

 

 

(78,099)

 

 

(78,099)

Reclassification to assets held for sale (i)

(2,681,729)

 

 

(2,681,729)

 

 

(16,396)

 

(16,396)

Balance as of December 31, 2021 (ii)

8,247,649

 

4,548

 

8,252,197

 

71,389

 

7,204

 

78,593

 

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

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

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

 

  1. Right-of-use assets

 

  • Consolidated

 

Weighted average useful life (years)

Balance as of December 31, 2021

 

Additions and remeasurement

 

Write-offs

 

Transfers (i)

 

Amortization

 

Balance as of September 30, 2022

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

10

1,793,473

 

292,209

 

(114,307)

 

-

 

 

1,971,375

Port areas

29

299,630

 

11,544

 

(324)

 

-

 

 

310,850

Vehicles

4

146,173

 

107,190

 

(46,162)

 

-

 

 

207,201

Equipment

5

16,740

 

8,930

 

(353)

 

-

 

 

25,317

Others

20

27,846

 

 

 

-

 

 

27,846

 

 

2,283,862

 

419,873

 

(161,146)

 

-

 

 

2,542,589

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

(489,470)

 

 

68,623

 

(2,272)

 

(159,330)

 

(582,449)

Port areas

 

(23,526)

 

 

 

-

 

(9,388)

 

(32,914)

Vehicles

 

(98,867)

 

 

38,441

 

-

 

(38,344)

 

(98,770)

Equipment

 

(1,834)

 

 

399

 

-

 

(1,063)

 

(2,498)

Others

 

(18,870)

 

 

 

-

 

(2,372)

 

(21,242)

 

 

(632,567)

 

 

107,463

 

(2,272)

 

(210,497)

 

(737,873)

Net amount

 

1,651,295

 

419,873

 

(53,683)

 

(2,272)

 

(210,497)

 

1,804,716

 

(i) Refers to R$ 1,696 transferred to property, plant and equipment and R$ 578 transferred to intangible assets.


b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2021

1,348,311

Interest accrued

92,269

Payments

(272,896)

Additions and remeasurement

420,812

Write-offs

(59,477)

Monetary and exchange rate variation

(74)

Balance as of September 30, 2022

1,528,945

Current

218,395

Non-current

1,310,550



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

09/30/2022

Up to 1 year

305,516

1 to 2 years

280,992

2 to 3 years

243,781

3 to 4 years

198,089

4 to 5 years

173,536

More than 5 years

1,124,346

Total

2,326,260

 

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

 

b.1. Discount rates

 

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

 

Contracts for maturity date and discount rate

Maturity date of the contracts

Discount rate (% p.a.)

From 1 to 5 years

6.39

From 6 to 10 years

7.91

From 11 to 15 years

9.73

More than 15 years

9.41


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

 

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

 

Right-of-use assets, net

 

Nominal base

1,804,716

Inflated base

2,128,494

 

17.9%

Lease liability

 

Nominal base

1,528,945

Inflated base

1,852,831

 

21.2%

Financial expenses

 

Nominal base

92,269

Inflated base

118,396

 

28.3%

Amortization expenses

 

Nominal base

210,497

Inflated base

244,214

 

16.0%

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


15 Property, plant, and equipment (Consolidated)

 

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

 

 

Weighted average useful life (years)

Balance as of December 31, 2021

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs and disposals

 

Balance as of September 30, 2022

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

610,294

 

 

-

 

23,539

 

(9,939)

 

623,894

Buildings

32

1,486,721

 

15,940

 

-

 

37,928

 

(21,638)

 

1,518,951

Leasehold improvements

12

1,056,179

 

32,309

 

-

 

71,364

 

(6,295)

 

1,153,557

Machinery and equipment

12

3,024,577

 

71,764

 

-

 

45,437

 

(5,311)

 

3,136,467

Automotive fuel/lubricant distribution equipment and facilities

13

3,245,586

 

77,999

 

-

 

3,853

 

(88,984)

 

3,238,454

LPG tanks and bottles

9

840,931

 

69,358

 

-

 

-

 

(11,047)

 

899,242

Vehicles

8

288,239

 

17,861

 

-

 

2,258

 

(1,237)

 

307,121

Furniture and fixtures

7

168,092

 

23,846

 

-

 

4,477

 

(2,016)

 

194,399

IT equipment

5

330,375

 

16,064

 

-

 

1,341

 

(17,737)

 

330,043

Construction in progress

 

452,248

 

356,776

 

-

 

(160,643)

 

(33)

 

648,348

Advances to suppliers

 

14,281

 

28,632

 

-

 

(27,677)

 

-

 

15,236

Imports in progress

 

181

 

 

-

 

(181)

 

-

 

 

 

11,517,704

 

710,549

 

 

1,696

 

(164,237)

 

12,065,712

 

 

 

Balance as of December 31, 2021

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs and disposals

 

Balance as of September 30, 2022

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(585,846)

 

-

 

(31,594)

 

-

 

12,858

 

(604,582)

 

Leasehold improvements

 

(573,553)

 

-

 

(41,991)

 

607

 

5,232

 

(609,705)

 

Machinery and equipment

 

(1,758,401)

 

-

 

(130,734)

 

-

 

5,050

 

(1,884,085)

 

Automotive fuel/lubricant distribution equipment and facilities

 

(2,050,533)

 

-

 

(134,388)

 

-

 

75,339

 

(2,109,582)

 

LPG tanks and bottles

 

(498,310)

 

-

 

(51,621)

 

-

 

7,934

 

(541,997)

 

Vehicles

 

(133,149)

 

-

 

(17,533)

 

-

 

636

 

(150,046)

 

Furniture and fixtures

 

(112,288)

 

-

 

(8,449)

 

(606)

 

1,966

 

(119,377)

 

IT equipment

 

(269,534)

 

-

 

(17,692)

 

(3)

 

17,569

 

(269,660)

 

 

 

(5,981,614)

 

 

(434,002)

 

(2)

 

126,584

 

(6,289,034)

 

Provision for impairment losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

(146)

 

-

 

-

 

-

 

-

 

(146)

 

Leasehold improvements

 

(18)

 

-

 

-

 

-

 

-

 

(18)

 

Machinery and equipment

 

(1,289)

 

-

 

-

 

-

 

-

 

(1,289)

 

Automotive fuel/lubricant distribution equipment and facilities

 

(46)

 

-

 

-

 

-

 

18

 

(28)

 

 

 

(1,499)

 

 

 

 

18

 

(1,481)

 

Net amount

 

5,534,591

 

710,549

 

(434,002)

 

1,694

 

(37,635)

 

5,775,197

 

 

(i) Refers to R$ 1,694 transferred from right-of-use assets.

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

16 Intangible assets (consolidated)


Balance and changes in intangible assets are as follows:

 

 

Weighted average useful life (years)

Balance as of December 31, 2021

 

Additions

 

Amortization

 

Transfers (i)

 

Write-offs and disposals

 

Exchange rate variation

 

Balance as of September 30, 2022

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

818,096

 

-

 

-

 

-

 

-

 

-

 

818,096

Software

5

1,146,980

 

161,978

 

-

 

576

 

(3,817)

 

-

 

1,305,717

Distribution rights

16

114,593

 

-

 

-

 

-

 

-

 

-

 

114,593

Brands

 

69,198

 

-

 

-

 

-

 

-

 

(2,156)

 

67,042

Trademark rights

39

114,792

 

-

 

-

 

-

 

-

 

-

 

114,792

Others

10

421

 

 

-

 

-

 

-

 

-

 

421

Decarbonization credits (CBIO)

 

 

542,453

 

-

 

-

 

(182,649)

 

-

 

359,804

 

 

2,264,080

 

704,431

 

 

576

 

(186,466)

 

(2,156)

 

2,780,465

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(679,402)

 

-

 

(113,395)

 

2

 

3,685

 

-

 

(789,110)

Distribution rights

 

(101,027)

 

-

 

(761)

 

-

 

-

 

-

 

(101,788)

Trademark rights

 

(11,993)

 

-

 

(2,203)

 

-

 

-

 

-

 

(14,196)

Others

 

(402)

 

-

 

-

 

-

 

-

 

-

 

(402)

 

 

(792,824)

 

 

(116,359)

 

2

 

3,685

 

 

(905,496)

Net amount

 

1,471,256

 

704,431

 

(116,359)

 

578

 

(182,781)

 

(2,156)

 

1,874,969

 

(i) Refers to R$ 578 transferred from right-of-use assets.


95


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

a. Goodwill

 

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

 

 

Segment

09/30/2022

 

12/31/2021

Goodwill on the acquisition of:

 

 

 

 

Extrafarma

Extrafarma

-

 

661,553

Extrafarma - impairment (i)

Extrafarma

-

 

(661,553)

Extrafarma - net

Extrafarma

 

Ipiranga (ii)

Ipiranga

276,724

 

276,724

União Terminais

Ultracargo

211,089

 

211,089

Texaco

Ipiranga

177,759

 

177,759

Iconic (CBLSA)

Ipiranga

69,807

 

69,807

Temmar

Ultracargo

43,781

 

43,781

DNP

Ipiranga

24,736

 

24,736

Repsol

Ultragaz

13,403

 

13,403

TEAS

Ultracargo

797

 

797

 

 

818,096

 

818,096

 

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

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

 

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


17 Loans, financing, debentures and derivative financial instruments

 

a. Composition

 

  • Parent

 

Description

09/30/2022

 

12/31/2021

 

Index/Currency

Weighted average financial charges 09/30/2022

Maturity

Brazilian Reais:

 

 

 

 

 

 

 

Debentures - 6th issuance

1,741,351

 

1,764,199

 

DI

105.3%

2023

Total

1,741,351

 

1,764,199

 

 

 

 

Current

1,741,351

 

39,333

 

 

 

 

Non-current

 

1,724,866

 

 

 

 

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

  •                   Consolidated:

 

 

09/30/2022

 

12/31/2021

 

Index/Currency

Weighted average financial charges 09/30/2022

Maturity

Foreign currency:

 

 

 

 

 

 

 

Notes in the foreign market (d)

4,330,311

 

7,821,441

 

USD

5.3% p.a.

2026 to 2029

Foreign loan

668,728

 

735,438

 

USD

4% p.a.

2023

Foreign loan

 

275,936

 

USD + LIBOR (1)

-

-

Foreign loan

51,363

 

 

EU$

2.9% p.a.

2023

Total in foreign currency

5,050,402

 

8,832,815

 

 

 

 

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – CRA

1,449,345

 

2,063,788

 

DI

96.2%

2022 to 2023

Debentures - 6th issuance

1,741,351

 

1,764,199

 

DI

105.3%

2023

Debentures – CRA

3,022,737

 

1,940,237

 

R$ + IPCA

5.1% p.a.

2024 to 2032

Debentures – Ipiranga

 

771,538

 

DI

-

-

Debentures - Ultracargo Logística and Tequimar Vila do Conde

476,773

 

466,061

 

R$ + IPCA

4.1% p.a.

2028

Banco do Brasil floating rate

 

204,813

 

DI

-

2022

Debentures – Ultracargo Logística

83,458

 

80,946

 

R$

6.5% p.a.

2024

Bank Credit Bill

 

51,179

 

R$ + DI

-

-

Financial institutions

 

4,564

 

R$

-

2022

FINEP

60

 

326

 

R$ + TJLP (2)

-1.5% p.a.

2022 to 2023

Total in Brazilian Reais

6,773,724

 

7,347,651

 

 

 

 

Total in foreign currency and Brazilian Reais

11,824,126

 

16,180,466

 

 

 

 

Currency and interest rate hedging instruments (*)

411,670

 

197,177

 

 

 

 

Total

12,235,796

 

16,377,643

 

 

 

 

Current

3,462,996

 

2,866,051

 

 

 

 

Non-current

8,772,800

 

13,511,592

 

 

 

 

 

(*) Accumulated losses (see Note 32.i).

 

1) LIBOR = London Interbank Offered Rate.
2) TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On September 30, 2022, TJLP was fixed at 7.01% p.a.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2021

1,764,199

 

16,377,643

New loans and debentures with cash effect

 

1,019,580

Interest accrued

159,704

 

743,733

Principal payment (d)

 

(4,966,715)

Interest payment

(182,552)

 

(660,300)

Monetary and exchange rate variation

 

(455,845)

Change in fair value

 

(36,793)

Hedge result

 

214,493

Balance as of September 30, 2022

1,741,351

 

12,235,796

 

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

 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

From 1 to 2 years

 

1,724,866

 

1,095,965

 

3,092,734

From 2 to 3 years

 

 

347,072

 

774,904

From 3 to 4 years

 

 

275,608

 

270,401

From 4 to 5 years

 

 

2,344,261

 

3,056,499

More than 5 years

 

 

4,709,894

 

6,317,054

 

 

1,724,866

 

8,772,800

 

13,511,592

 

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

 

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

b. Transaction costs

 

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

 

 

Effective rate of transaction costs

(% p.a.)

 

Balance as of December 31, 2021

 

Incurred costs

 

Payments

 

Balance as of June 30, 2022

Debentures

0.25

 

54,490

 

30,420

 

(12,756)

 

72,154

Notes in the foreign market

0.05

 

28,018

 

 

(14,693)

 

13,325

Banco do Brasil

0.05

 

76

 

 

(76)

 

Total

 

 

82,584

 

30,420

 

(27,525)

 

85,479

 

53


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

Up to 1 year

 

1 to 2 years

 

2 to 3 years

 

3 to 4 years

 

4 to 5 years

 

More than 5 years

 

Total

Debentures

14,982

 

11,442

 

9,508

 

9,310

 

9,300

 

17,612

 

72,154

Notes in the foreign market

2,340

 

2,349

 

2,345

 

2,347

 

1,477

 

2,467

 

13,325

Total

17,322

 

13,791

 

11,853

 

11,657

 

10,777

 

20,079

 

85,479

c. Guarantees

 

The financing does not have collateral as of September 30, 2022 and December 31, 2021 and has guarantees and promissory notes in the amount of R$ 10,082,775 as of September 30, 2022 (R$ 14,151,506 as of December 31, 2021).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 117,783 as of September 30, 2022 (R$ 118,231 as of December 31, 2021).              

 

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

 

 

IPP

 

09/30/2022

 

12/31/2021

Maximum amount of future payments related to such collateral:

848,932

 

690,347

Maturity up to

49 months

 

49 months

Fair value of collateral

9,844

 

9,923

 

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

d. Principal payment

 

d.1. Result of tender offers to repurchase notes

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

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

 

d.2. Debentures

 

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


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

 

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

 

Quantity:

1,000,000

Unit face value:

R$ 1,000,000.00

Final maturity:

06/11/2032

Payment of the face value: 

Annual from the 8th year

Interest:

IPCA + 6.0053%

Payment of interest: 

Semiannually

Reprice:

Not applicable

 

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

 

e. Foreign loans

 

In September 2022, the subsidiary Iconic Lubrificantes S.A. issued debt notes under Resolution 4131 with Rabobank maturing in March 2023. The debt is remunerated at EUR + 2.91%.

 

The subsidiary Iconic contracted instruments to hedge against the variations of the EUR+ 2.91%, changing the financial charges to 111.6% of the DI. Iconic designated these hedging instruments as a fair value hedge. Therefore, the debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.


18 Trade payables (consolidated)

 

a. Trade payables

 

 

09/30/2022

 

12/31/2021

Domestic suppliers

2,173,986

 

3,010,912

Foreign suppliers

1,123,396

 

445,805

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

238,984

 

214,178

 

3,536,366

 

3,670,895

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


b. Trade payables - reverse factoring

 

 

09/30/2022

 

12/31/2021

Domestic suppliers - reverse factoring

2,561,417

 

1,948,033

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

 

89,339

Foreign suppliers - reverse factoring

 

81,687

 

2,561,417

 

2,119,059

 

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

 

19 Salaries and related charges (Consolidated)


 

09/30/2022

 

12/31/2021

Provisions on salaries

189,589

 

136,938

Profit sharing, bonus and premium

164,314

 

132,390

Social charges

59,933

 

52,739

Others

2,360

 

8,036

 

416,196

 

330,103


20 Taxes payable (Consolidated)

 

 

09/30/2022

 

12/31/2021

ICMS

108,995

 

146,598

IPI

4,751

 

4,163

PIS and COFINS

7,324

 

13,667

ISS

49,493

 

45,533

Others

16,947

 

19,215

 

187,510

 

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$ 18,645 (R$ 19,831 as of December 31, 2021) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 102 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.

 

In the nine-month period ended September 30, 2022, the subsidiaries contributed R$ 11,896 to Ultraprev (R$ 11,221 in the nine-month period ended September 30, 2021).

 

The total number of participating employees as of September 30, 2022 was 4,137 active participants and 281 retired participants (4,381 active participants and 254 retired participants as of December 31, 2021). In addition, Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Post-employment benefits (Consolidated)

 

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

 

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

 

 

09/30/2022

 

12/31/2021

Health and dental care plan (1)

166,743

 

159,867

Indemnification of FGTS

38,634

 

38,617

Seniority bonus

3,210

 

5,570

Life insurance (1)

12,382

 

11,665

Total

220,969

 

215,719

Current

21,214

 

21,082

Non-current

199,755

 

194,637

 

(1)    Only IPP, Tropical and Iconic.

 

22 Provision for asset retirement obligation (Consolidated)

 

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

 

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

 

Balance as of December 31, 2021

56,711

Additions (new tanks)

158

Expenditure with tanks removed

(6,789)

Accretion expense

4,051

Balance as of September 30, 2022

54,131

Current

5,325

Non-current

48,806


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


23 Provisions and contingent liabilities (Consolidated)

 

a. Provision for tax, civil and labor risks

 

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

 

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

 

Provisions

Balance as of December 31, 2021

 

Additions

 

Reversals

 

Payments

 

Interest

 

Balance as of September 30,
2022

IRPJ and CSLL (a.1)

552,172

 

7,154

 

(692)

 

 

32,367

 

591,001

Tax (c)

84,155

 

785

 

(14,567)

 

(32,511)

 

1,242

 

39,104

Civil, environmental and regulatory claims (a.2)

108,761

 

9,018

 

(9,339)

 

(19,757)

 

6

 

88,689

Labor litigation (a.3)

95,460

 

16,960

 

(21,132)

 

(20,325)

 

371

 

71,334

Provision for indemnities (a.4)

 

147,268

 

 

 

 

147,268

Others

91,637

 

4,812

 

(1,613)

 

 

861

 

95,697

Total

932,185

 

185,997

 

(47,343)

 

(72,593)

 

34,847

 

1,033,093

Current

119,942

 

 

 

 

 

 

 

 

 

21,580

Non-current

812,243

 

 

 

 

 

 

 

 

 

1,011,513

 

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

             

Balances of escrow deposits are as follows:

 

 

09/30/2022

 

12/31/2021

Tax

780,820

 

731,326

Labor

33,102

 

48,147

Civil and others

66,191

 

91,788

 

880,113

 

871,261



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


a.1 Provision for tax matters

 

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits, which amounted to R$ 553,102 as of September 30, 2022 (R$ 534,830 as of December 31, 2021). On July 18, 2014, a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention, which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts - Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.

 

a.2 Provisions for civil, environmental and regulatory risks

 

The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former service providers, and indemnities, as well as proceedings related to environmental and regulatory issues in the amount of R$ 88,689 as of September 30, 2022 (R$ 108,761 as of December 31, 2021).

 

a.3 Provision for labor matters

 

The Company and its subsidiaries maintain provisions of R$ 71,335 as of September 30, 2022 (R$ 95,460 as of December 31, 2021) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.

 

a.4 Provision for indemnities

 

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

 

On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary IPP, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 11,165 was recorded, R$ 5,903 of which related to labor claims, R$ 472 to civil claims and R$ 4,790 to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of its external legal advisors and, based on these assessments, these claims were not provided for in the financial statements. The estimated amount of this contingency is R$ 3,568,221 as of September 30, 2022 (R$ 3,310,603 as of December 31, 2021).

 

b.1 Contingent liabilities for tax and social security matters

 

The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 2,563,075 as of September 30, 2022 (R$ 2,292,465 as of December 31, 2021), mainly represented by:

 

b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products, which are subsequently sold, are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 187,746 as of September 30, 2022 (R$ 178,422 as of December 31, 2021).

 

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,402,066 as of September 30, 2022 (R$ 1,303,383 as of December 31, 2021). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 187,851 as of September 30, 2022 (R$ 209,611 as of December 31, 2021), of which R$ 618 (R$ 15,532 as of December 31, 2021) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 177,253 as of September 30, 2022 (R$ 106,590 as of December 31, 2021); from conditioned fruition of tax incentive in the amount of R$ 193,981 as of September 30, 2022 (R$ 174,039 as of December 31, 2021); of inventory differences in the amount of R$ 354,862 as of September 30, 2022 (R$ 295,163 as of December 31, 2021); and of a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 239,610 (R$ 219,218 as of December 31, 2021).

 

b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 689,270 as of September 30, 2022 (R$ 578,097 as of December 31, 2021), mainly represented by:

 

b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 229,345 as of September 30, 2022 (R$ 218,589 as of December 31, 2021), which includes the amount of the income taxes, interest and penalty.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


b.2 Contingent liabilities for civil, environmental and regulatory claims

 

The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 750,653 as of September 30, 2022 (R$ 771,695 as of December 31, 2021), mainly represented by:

 

b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 35,278 as of September 30, 2022 (R$ 34,162 as of December 31, 2021). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 

b.2.2 The subsidiary Cia. Ultragaz has lawsuits totaling R$ 239,511 as of September 30, 2022 (R$ 233,426 as of December 31, 2021) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.

 

b.3 Contingent liabilities for labor matters
 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 254,493 as of September 30, 2022 (R$ 246,443 as of December 31, 2021).

 

c. Lubricants operation between IPP and Chevron

 

In the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the financial statements filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability in the amount of R$ 19,651 (R$ 19,724 as of December 31, 2021) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017, related to contingent liabilities, with a balance of R$ 100,548 as of September 30, 2022 (R$ 101,267 as of December 31, 2021). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.

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


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)

 

24 Subscription warrants – indemnification

 

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

 

On February 24, 2021, August 11, 2021, February 23, 2022 and August 3, 2022, the Company’s Board of Directors approved the issuance of 70,939, 31,032, 45,925 and 21,472, respectively, common shares within the authorized capital limit provided by the article 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Extraordinary General Meeting (“EGM”) of the Company held on January 31, 2014.

 

As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 612,876 shares linked to the subscription warrants – indemnification were canceled and not issued. On September 30, 2022, 3,435,480 shares were retained linked to subscription warrants – indemnification, which will be issued or canceled as the final decisions on the lawsuits are determined, being the maximum number of shares that can be issued in the future, totaling R$ 40,298 (R$ 51,296 as of December 31, 2021).

 

25 Equity

 

a. Share capital

 

As of September 30, 2022, the subscribed and paid-up capital consists of 1,115,173,080 (1,115,107,683 as of December 31, 2021) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

The price of the outstanding shares on B3 as of September 30, 2022 was R$ 11.73 (R$ 14.54 as of December 31, 2021).

 

As of September 30, 2022, there were 54,162,561 common shares outstanding abroad in the form of ADRs (50,374,275 shares as of December 31, 2021).

 

b. Equity instrument granted

 

The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 9.c). As of September 30, 2022, the balance of treasury shares granted with right of use was 4,687,287 common shares (3,178,383 as of December 31, 2021).

 



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Treasury shares

 

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

 

As of September 30, 2022, the balance was R$ 489,039 (R$ 488,425 as of December 31, 2021) and 21,475,665 common shares (23,756,393 as of December 31, 2021) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 22.77.

 

 

 

09/30/2022

Balance of unrestricted shares held in treasury

 

21,475,665

Balance of treasury shares granted with right of use (see note 25.b)

 

4,687,287

Total balance of treasury shares as of September 30, 2022

 

26,162,952

 

d. Destination of income for the period

 

On May 11, 2022, the Ordinary General Meeting approved, pursuant to article 28, “k”, and article 54, paragraph 2, of the Bylaws, the proposal for early payment of interest on capital in the gross amount of R$ 450,000, corresponding to R$ 0.41247 per share, already excluding treasury shares. The total amount, net of taxes withheld at source, will be deducted from the minimum mandatory dividend referring to 2022.

 

The payment started to be made on August 10, 2022, without remuneration or monetary adjustment, proportionally to the ownership interest of each shareholder, with Withholding Income Tax, except for corporate shareholders that are already proven to be immune or exempt; each shareholder is entitled to a net amount of R$ 0.35060 per share.

 

26 Net revenue from sales and services (Consolidated)

 

 

09/30/2022

 

09/30/2021

 

 

 

Re-presented

Gross revenue from sales:

 

 

 

Merchandise

110,053,796

 

80,664,085

Services rendered and others

919,573

 

757,670

Sales returns and discounts

(706,554)

 

(976,616)

Amortization of contractual assets (see Note 12)

(333,281)

 

(199,757)

Deferred revenue

330

 

16,238

 

109,933,864

 

80,261,620

Taxes on sales

(2,256,464)

 

(2,433,121)

Net revenue

107,677,400

 

77,828,499



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

27 Costs and expenses by nature

 

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

 

 

Parent

 

Consolidated

 

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

 

 

 

 

Re-presented

Raw materials and materials for use and consumption

 

 

(101,973,438)

 

(73,989,567)

Personnel expenses

(155,043)

 

(118,532)

 

(1,251,965)

 

(1,122,512)

Freight and storage

 

 

(906,939)

 

(668,794)

Decarbonization obligation (1)

 

-

 

(497,077)

 

(111,220)

Services provided by third parties

(60,289)

 

(80,646)

 

(311,022)

 

(289,022)

Depreciation and amortization

(1,390)

 

(6,046)

 

(550,361)

 

(483,572)

Amortization of right-of-use assets

(2,746)

 

(4,501)

 

(210,497)

 

(192,712)

Advertising and marketing

 

(16)

 

(57,480)

 

(64,519)

Extemporaneous tax credits (2)

 

 

34,247

 

170,943

Other expenses, net

(28,106)

 

(16,808)

 

(152,568)

 

27,679

SSC/Holding expenses

228,305

 

207,661

 

 

Total

(19,269)

 

(18,888)

 

(105,877,100)

 

(76,723,296)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(102,769,780)

 

(74,453,769)

Selling and marketing

 

 

(1,558,203)

 

(1,364,170)

General and administrative expenses

(17,508)

 

(19,840)

 

(1,135,042)

 

(983,080)

Other operating income (expenses), net

(1,761)

 

952

 

(414,075)

 

77,723

Total

(19,269)

 

(18,888)

 

(105,877,100)

 

(76,723,296)

 

(1) Refers to the obligation adopted by RenovaBio to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net.

 

(2) Refers substantially to PIS and COFINS credits recorded in 2021 and 2022. On March 15, 2017, due to general repercussions, the STF decided that ICMS does not compose the PIS and COFINS calculation basis. After filing of the Federal Government's Motion for Clarification, the STF definitively ruled about the thesis on May 13, 2021, reaffirming the exclusion of the ICMS from the PIS and COFINS calculation basis and modulating the effects of the decision for the lawsuits filed after March 15, 2017. Certain subsidiaries have credits arising from favorable decisions on the exclusion of ICMS from the PIS and COFINS calculation basis, and the respective subsidies for proving the amounts to be refunded were duly confirmed by Management and recorded in Other operating income (expenses), net in the statement of income.

 

28 Gain (loss) on disposal of PP&E and intangible assets (Consolidated)

 

The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E, and intangible asset. In the accumulated period until September 30, 2022, the result was a gain of R$ 129,809 (gain of R$ 57,893 as of September 30, 2021 - re-presented).


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


29 Financial result, net

 

 

Parent

 

Consolidated

 

09/30/2022

 

09/30/2021

 

09/30/2022

 

09/30/2021

 

 

 

 

 

 

 

Re-presented

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

160,346

 

23,122

 

295,842

 

63,193

Interest from customers

 

 

96,822

 

80,025

Changes in subscription warrants (see Note 24)

7,577

 

32,490

 

7,577

 

32,490

Selic interest on PIS/COFINS credits

 

 

33,487

 

128,330

Update of provisions and other income

15,974

 

188

 

33,723

 

6,645

 

183,897

 

55,800

 

467,451

 

310,683

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(160,564)

 

(61,170)

 

(1,058,104)

 

(484,150)

Interest on leases payable

(1,115)

 

(2,425)

 

(92,269)

 

(99,116)

Bank charges, financial transactions tax, and other taxes

(12,227)

 

(1,591)

 

(96,890)

 

(54,752)

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

54,600

 

 

(451,859)

 

(203,151)

Update of provisions, net, and other expenses

 

 

(16,553)

 

(16,416)

 

(119,306)

 

(65,186)

 

(1,715,675)

 

(857,585)

Total

64,591

 

(9,386)

 

(1,248,224)

 

(546,902)



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information 

(In thousands of Brazilian Reais, unless otherwise stated)


30 Earnings per share (Parent and Consolidated)

 

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

 

 

07/01/2022 to 09/30/2022

 

01/01/2022 to 09/30/2022

 

07/01/2021 to 09/30/2021 – Re-presented (ii)

 

01/01/2021 to 09/30/2021 – Re-presented (ii)

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations(i)

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations(i)

 

Total

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period of the Company

170,839

 

(97,738)

 

73,101

 

668,714

 

309,506

 

978,220

 

156,434

 

212,769

 

369,203

 

453,710

 

16,576

 

470,286

Weighted average number of shares outstanding (in thousands)

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

 

1,090,340

 

1,090,340

 

1,090,340

 

1,090,340

 

1,090,340

 

1,090,340

Basic earnings per share - R$

0.1566

 

(0.0896)

 

0.0670

 

0.6128

 

0.2836

 

0.8964

 

0.1435

 

0.1951

 

0.3386

 

0.4161

 

0.0152

 

0.4313

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period of the Company

170,839

 

(97,738)

 

73,101

 

668,714

 

309,506

 

978,220

 

156,434

 

212,769

 

369,203

 

453,710

 

16,576

 

470,286

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

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

 

1,096,801

 

1,096,801

 

1,096,801

 

1,096,801

 

1,096,801

 

1,096,801

Diluted earnings per share - R$

0.1557

 

(0.0891)

 

0.0666

 

0.6094

 

0.2821

 

0.8915

 

0.1426

 

0.1940

 

0.3366

 

0.4137

 

0.0151

 

0.4288

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

 

 

 

 

1,091,254

 

 

 

 

 

1,091,254

 

 

 

 

 

1,090,340

 

 

 

 

 

1,090,340

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

 

 

 

 

3,463

 

 

 

 

 

3,463

 

 

 

 

 

3,559

 

 

 

 

 

3,559

Stock plan

 

 

 

 

2,614

 

 

 

 

 

2,614

 

 

 

 

 

2,902

 

 

 

 

 

2,902

Weighted average number of shares for diluted earnings per share

 

 

 

 

1,097,331

 

 

 

 

 

1,097,331

 

 

 

 

 

1,096,801

 

 

 

 

 

1,096,801

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

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

 

Earnings per share were adjusted retrospectively by the issuance of 2,406,813 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 24.



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

31 Segment information

 

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


a. Financial information related to segments

 

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

 

09/30/2022

Results

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

98,375,120

8,650,959

638,755

158,621

107,823,455

(146,055)

107,677,400

Transactions with third parties

98,372,217

8,649,057

498,863

157,263

107,677,400

107,677,400

Intersegment transactions

2,903

1,902

139,892

1,358

146,055

(146,055)

Cost of products and services sold

(95,025,764)

(7,479,019)

(252,333)

(136,126)

(102,893,242)

123,462

(102,769,780)

Gross profit

3,349,356

1,171,940

386,422

22,495

4,930,213

(22,593)

4,907,620

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,131,747)

(414,237)

(9,076)

(3,143)

(1,558,203)

(1,558,203)

General and administrative

(657,091)

(178,218)

(95,181)

(227,145)

(1,157,635)

22,593

(1,135,042)

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

128,186

(926)

(166)

2,715

129,809

129,809

Other operating income (expenses), net

(416,344)

8,220

(1,699)

(4,252)

(414,075)

(414,075)

Operating income (loss)

1,272,360

586,779

280,300

(209,330)

1,930,109

 

1,930,109

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

(10,408)

22

(1,369)

21,838

10,083

10,083

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

1,261,952

586,801

278,931

(187,492)

1,940,192

 

1,940,192

Depreciation of PP&E and amortization of intangible assets

262,747

176,879

70,684

35,188

545,498

545,498

Amortization of contractual assets with customers - exclusivity rights

332,196

1,085

-

333,281

333,281

Amortization of right-of-use assets

135,341

41,789

30,230

3,137

210,497

210,497

Total depreciation and amortization

730,284

219,753

100,914

38,325

1,089,276

1,089,276



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


09/30/2021- Re-presented

Results

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

70,322,561

7,062,956

525,702

77,471

77,988,690

(160,191)

77,828,499

Transactions with third parties

70,322,506

7,059,476

384,220

62,297

77,828,499

77,828,499

Intersegment transactions

55

3,480

141,482

15,174

160,191

(160,191)

Cost of products and services sold

(68,106,819)

(6,279,996)

(207,753)

54

(74,594,514)

140,745

(74,453,769)

Gross profit

2,215,742

782,960

317,949

77,525

3,394,176

(19,446)

3,374,730

Selling and marketing

(981,457)

(329,233)

(6,230)

(47,250)

(1,364,170)

-

(1,364,170)

General and administrative

(544,698)

(150,701)

(93,938)

(213,189)

(1,002,526)

19,446

(983,080)

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

55,416

2,533

2

(58)

57,893

57,893

Other operating income (expenses), net

59,099

10,275

4,038

4,311

77,723

77,723

Operating income

804,102

315,834

221,821

(178,661)

1,163,096

1,163,096

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

(1,269)

40

683

(21,610)

(22,156)

(22,156)

Income before financial result and income and social contribution taxes

802,833

315,874

222,504

(200,271)

1,140,940

1,140,940

Depreciation of PP&E and amortization of intangible assets

244,045

156,079

55,902

27,546

483,572

483,572

Amortization of contractual assets with customers - exclusivity rights

198,572

1,185

199,757

199,757

Amortization of right-of-use assets

137,437

34,113

16,390

4,772

192,712

192,712

Total depreciation and amortization

580,054

191,377

72,292

32,318

876,041

876,041

 

(1)

Includes in the line “General and administrative expenses and revenue from sale of goods” the amount of R$ 118,760 in 2022 (R$ 100,184 in 2021 - re-presented) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board.

(2)

The “Others” column consists of financial income and expenses, income and social contribution taxes of the segments, the parent company Ultrapar and subsidiaries Abastece aí, Millenium, Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint ventures of ConectCar, until June 30, 2021, and RPR.


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


09/30/2022

Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

339,591

228,143

117,537

3,596

688,867

688,867

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

21,680

21,680

21,680

Acquisition of intangible assets

111,377

21,620

4,673

24,423

162,093

162,093

Payments of contractual assets with customers - exclusivity rights

512,262

512,262

512,262

Decarbonization credits (note 16)

542,453

542,453

542,453

 

09/30/2021- Re-presented

Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

210,197

268,300

234,035

2,340

714,872

714,872

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

4,670

1,435

6,105

6,105

Acquisition of intangible assets

78,513

17,231

8,710

25,316

129,770

129,770

Payments of contractual assets with customers - exclusivity rights

222,623

222,623

222,623

Decarbonization credits (note 16)

121,908

121,908

121,908

 

09/30/2022

Assets

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Discontinued operations

Total

Total assets (excluding intersegment transactions)

24,044,649

3,680,459

2,974,494

3,367,564

34,067,166

34,067,166

 

12/31/2021

Assets

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Discontinued operations

Total

Total assets (excluding intersegment transactions)

21,050,793

3,233,736

2,675,453

1,049,458

28,009,440

11,000,917

39,010,357

 

(3)

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Geographic area information

 

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

 

 

09/30/2022

 

09/30/2021

Net revenue from sales and services:

 

 

 

Brazil

106,519,213

 

77,727,931

Europe

377,856

 

15,868

Singapore

359,250

 

United States of America and Canada

356,642

 

25,999

Other Latin American countries

58,377

 

52,521

Others

6,062

 

6,180

Total

107,677,400

 

77,828,499


32 Risks and financial instruments (Consolidated)

 

a. Risk management and financial instruments - governance

 

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

 

The Company has a policy for the management of resources, financial instruments, and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit. The governance of the management of financial risks follows the segregation of duties below.

 

The execution of the Policy is made by corporate financial board, through its treasury department, with the assistance of the controllership, accounting, legal and tax departments.

 

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

 

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

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Currency risk

 

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

 

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


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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

b.1 Assets and liabilities in foreign currencies

 

09/30/2022

 

12/31/2021

Assets in foreign currency

 

 

 

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

398,098

 

122,242

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

3,052

 

1,324

Other receivables

810,990

 

-

Other assets of foreign subsidiaries

177,676

 

186,548

Asset exposure from subsidiaries held for sale

 

3,839,194

 

1,389,816

 

4,149,308

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and discount

(5,075,410)

 

(8,860,833)

Payables arising from imports, net of advances to foreign suppliers

(1,115,067)

 

(649,107)

Liabilities exposure of subsidiaries held for sale

 

(884,402)

 

(6,190,478)

 

(10,394,342)

Foreign currency hedging instruments

4,367,236

 

2,933,572

Foreign currency hedging instruments from subsidiaries held for sale

 

1,786,471

Net liability position - total

(433,425)

 

(1,524,991)





Net (liability) asset position - income statement effect

(433,425)

 

(498,604)

Net liability position - equity effect from subsidiaries held for sale

 

(1,026,387)



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

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

 

The table below shows the effects of the exchange rate changes on the net liability position of R$ 517,668 in foreign currency as of September 30, 2022:

 

 

Risk

Base Scenario

Income statement effect

Real devaluation

(13,080)

 

Net effect

(13,080)

Income statement effect

Real appreciation

13,080

 

Net effect

13,080

 

c. Interest rate risk

 

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

 

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

 

c.1 Assets and liabilities exposed to floating interest rates

 

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

 

 

Note

09/30/2022

 

12/31/2021

DI

 

 

 

 

Cash equivalents

5.a

4,018,600

 

1,943,164

Financial investments

5.b

1,049,779

 

1,607,608

Loans and debentures

17

(3,190,696)

 

(4,855,517)

Liability position of foreign exchange hedging instruments - DI

32.g

(1,793,032)

 

(2,283,625)

Liability position of fixed interest instruments + IPCA - DI

32.g

(3,428,601)

 

(2,364,583)

Net liability position in DI

 

(3,343,950)

 

(5,952,953)

TJLP

 

 

 

 

Loans – TJLP

17

(60)

 

(326)

Net liability position in TJLP

 

(60)

 

(326)

LIBOR

 

 

 

 

Asset position of foreign exchange hedging instruments - LIBOR

32.g

 

279,047

Loans - LIBOR

17

 

(275,936)

Net liability position in LIBOR

 

 

3,111

Total net liability position exposed to floating interest

 

(3,344,010)

 

(5,950,168)



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

c.2 Sensitivity analysis of floating interest rate risk

 

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

 

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

 

 

 

09/30/2022

Exposure to interest rate risk

Risk

Base Scenario

Interest effect on cash equivalents and financial investments

Increase in DI

23,776

Interest effect on debt in DI

Increase in DI

(44,791)

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

Increase in DI

(262,181)

Incremental expenses

 

(283,196)

Interest effect on debt in TJLP

Increase in TJLP

(4)

Incremental expenses

 

(4)


d. Credit risks

 

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

 

d.1 Credit risk from financial institutions

 

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

 

d.2 Government credit risk

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

 

 

Fair value

Counterparty credit rating

 

09/30/2022

 

12/31/2021

AAA

 

5,251,756

 

3,606,000

AA

 

987,636

 

740,879

A

 

2,837

 

116,594

Others

 

76,102

 

Total

 

6,318,331

 

4,463,473

 

d.3 Customer credit risk

 

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

 

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

 

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

 

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

 

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

 

 

09/30/2022

 

12/31/2021

Ipiranga

391,245

 

422,542

Ultragaz

128,422

 

135,565

Ultracargo

2,475

 

1,526

Total

522,142

 

559,633

 

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



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 

09/30/2022

 

12/31/2021

 

Weighted average

rate of losses

 

Accounting balance

 

Allowance for expected credit losses

 

Weighted average

rate of losses

 

Accounting balance

 

Allowance for expected credit losses

Current

0.5%

 

4,551,190

 

21,653

 

0.6%

 

3,901,536

 

23,476

less than 30 days

6.7%

 

54,648

 

3,644

 

7.3%

 

109,284

 

8,005

31-60 days

9.1%

 

35,587

 

3,235

 

20.4%

 

57,545

 

11,746

61-90 days

12.3%

 

22,655

 

2,779

 

23.0%

 

39,177

 

9,016

91-180 days

27.2%

 

91,225

 

24,776

 

49.1%

 

50,588

 

24,818

more than 180 days

53.4%

 

873,389

 

466,055

 

57.5%

 

838,532

 

482,572

 

 

 

5,628,694

 

522,142

 

 

 

4,996,662

 

559,633

 

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

 

 

09/30/2022

 

12/31/2021

 

 

 

 

Brazil

521,983

 

559,532

United States of America and Canada

33

 

3

Other Latin American countries

 

15

Europe

86

 

66

Others

40

 

17

 

522,142

 

559,633

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


d.4 Price risk

 

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

 

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

 

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

 

Derivative

 

Contract

 

Notional amount (m3)

 

Notional amount (USD thousands)

 

Fair value (R$ thousands)

 

 

Position

 

Product

 

Maturity

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Term

 

Sold

 

Heating Oil

 

Oct-22

 

210,340

 

167,255

 

180,931

 

103,148

 

6,323

 

2,269

Term

 

Sold

 

RBOB

 

Oct-22

 

67,888

 

29,413

 

43,660

 

17,112

 

6,153

 

(967)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,476

 

1,302



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

e. Liquidity risk

 

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

 

The Company and its subsidiaries believe to have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 3,943,836 (for quantitative information, see Note 17). As of September 30, 2022, the Company and its subsidiaries had R$ 5,890,695 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 5).

 

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

 

 

Total

Less than 1 year

Between 1 and 3 years

Between 3 and 5 years

More than 5 years

Loans including future contractual interest (1)(2)

15,426,293

3,943,836

3,031,703

3,378,812

5,071,942

Derivative instruments (3)

2,000,278

566,874

526,125

512,677

394,602

Trade payables

6,097,783

6,097,783

Leases payable

2,326,260

305,516

524,773

371,625

1,124,346

 

(1)

To calculate the estimated interest on loans, it was estimated based on the US dollar futures contracts and on the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on September 30, 2022.

(2)

Includes estimated interest payments on short-term and long-term loans until the payment date.

(3)

The hedging instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on September 30, 2022. In the table above, only the hedging instruments with negative results at the time of settlement were considered.

 

f. Capital management

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

g. Selection and use of financial instruments

 

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

 

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

 

The table below summarizes the gross balance of the position of hedging instruments entered by the Company and its subsidiaries: As of September 30, 2022, the Company and its subsidiaries had a provision for income tax for derivative instruments of R$ 109,143 (R$ 87,606 as of December 31, 2021):

 

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

 

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Foreign exchange swap

 

Financing

 

USD + 4.65 %

104.87%

 

Sept-23

 

32.h.1

 

USD 125,000

 

USD 125,000

 

155,383

 

212,510

Foreign exchange swap

 

Financing

 

EUR + 3.42%

111.60%

 

Mar-23

 

32.h.1

 

EUR 9,709

 

-

 

1,236

 

-

Foreign exchange swap

 

Financing

 

USD + LIBOR-3M + 1.1368%

104.75%

 

-

 

32.h.1

 

-

 

USD 50,000

 

 

109,332

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.87%

 

Jun-32

 

32.h.1

 

R$ 3,226,054

 

R$ 2,226,054

 

172,591

 

166,468

Interest rate swap

 

Financing

 

6.47%

99.94%

 

Nov-24

 

32.h.1

 

R$ 90,000

 

R$ 90,000

 

(10,508)

 

(9,044)

Term

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Oct-22

 

32.h.1

 

USD 73,500

 

USD 120,260

 

12,476

 

1,302

NDF

 

Firm commitments

 

BRL

USD

 

Oct-22

 

32.h.1

 

USD 102,865

 

USD 68,361

 

(8,117)

 

5,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

323,061

 

486,270



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

09/30/2022

 

12/31/2021

 

09/30/2022

 

12/31/2021

Foreign exchange swap

 

Financing

 

USD + 0.00%

52.5% of CDI

 

Jun-29

 

USD 300,000

 

-

 

249,335

 

NDF

 

Firm commitments

 

USD

BRL

 

Mar-23

 

USD 745,659

 

USD 681,846

 

44,175

 

3,463

Interest rate swap

 

Financing

 

5.25%

CDI - 1.36%

 

Jun-29

 

USD 300,000

 

USD 300,000

 

(277,200)

 

(126,752)

 

 

 

 

 

 

 

 

 

 

 

 

 

16,310

 

(123,289)

1 Currency as indicated.

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

h. Hedge accounting

 

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

 

h.1 Fair value hedge

 

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

 

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

 

In thousands, except the DI %

09/30/2022

 

12/31/2021

Notional amount – US$

125,000

 

175,000

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

(104,943)

 

21,812

Fair value adjustment of debt - R$

33,614

 

47,064

Financial result of the debt - R$

14,620

 

(105,059)

Average effective cost - DI %

105

 

105

 

 

 

 

Notional amount – EUR

9,709

 

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

1,236

 

Fair value adjustment of debt - R$

(237)

 

Average effective cost - DI %

112

 

For further information, see Note 17.b.1

 

 

 


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

 

In thousands, except the DI %

09/30/2022

 

12/31/2021

Notional amount – R$

3,226,054

 

2,226,054

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

(78,722)

 

(17,922)

Fair value adjustment of debt - R$

(3,165)

 

166,374

Financial result of the debt - R$

(218,196)

 

(245,710)

Average effective cost - DI %

106.7

 

102.0


In thousands, except the DI %

09/30/2022

 

12/31/2021

Notional amount – R$

90,000

 

90,000

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

(3,083)

 

(10,088)

Fair value adjustment of debt - R$

(956)

 

11,756

Financial result of the debt - R$

1,257

 

(5,914)

Average effective cost - DI %

99.9

 

99.9



Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary IPP. The purpose of this relationship is to transform the cost of the imported product from fixed to variable until fuel blending, as occurs with the price adopted in its sales. IPP carries out these operations with over-the-counter derivatives that are designated in a hedge accounting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.

 

In thousands

09/30/2022

 

12/31/2021

Notional amount – US$

176,365

 

188,621

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

(399,190)

 

(129,670)

Notional amount – US$

48,898

 

(4,352)

 

For more information, see Note 17.

 

h.2  Cash flow hedge

 

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

 

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

 

h.3 Net investment hedge in foreign entities

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

i. Gains (losses) on hedging instruments

 

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

 

 

09/30/2022

 

09/30/2021

 

12/31/2021

 

Income or loss

 

Equity

 

Income or loss

 

Equity

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

(571,739)

 

 

 

b - Interest rate swaps in R$ (iii)

(302,865)

 

 

 

c - Non-derivative financial instruments (iv)

(490,256)

 

 

 

(617,469)

Total

(1,364,860)

 

 

 

(617,469)

 

(i)

Does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/firm commitments).

(ii)

Considers the effect of designation of foreign exchange hedging. 

(iii)

Considers the effect of designation of interest rate hedging in Brazilian Reais; and

(iv)

Considers the results of notes in the foreign market (for more information see Note 17) and the impacts of continued and discontinued operation.



Ultrapar Participações S.A. and Subsidiaries 

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

j. Fair value of financial instruments

 

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

 

 

 

 

09/30/2022

 

12/31/2021

 

Category

 

Carrying

 

Fair

 

Carrying

 

Fair

 

 

Note

value

 

value

 

value

 

value

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash and banks

Measured at amortized cost

5.a

214,855

 

214,855

 

334,547

 

334,547

Fixed-income securities in local currency

Measured at amortized cost

5.a

4,018,600

 

4,018,600

 

1,943,164

 

1,943,164

Fixed-income securities in foreign currency

Measured at amortized cost

5.a

393,197

 

393,197

 

2,363

 

2,363

Financial investments

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

1,049,779

 

1,049,779

 

1,607,608

 

1,607,608

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

5.b

 

 

103,239

 

103,239

Foreign exchange, interest rate and commodity hedging instruments

Measured at fair value through profit or loss

5.b

641,900

 

641,900

 

472,552

 

472,552

Trade receivables

Measured at amortized cost

6.a

4,420,100

 

4,396,317

 

3,813,350

 

3,367,012

Reseller financing

Measured at amortized cost

6.b

1,208,594

 

1,206,791

 

1,183,312

 

1,176,582

Other receivables

Measured at amortized cost

6.c

1,114,072

 

1,114,072

 

-

 

-

Total

 

 

13,061,097

 

13,035,511

 

9,460,135

 

9,007,067











Financial liabilities:

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17

668,728

 

668,491

 

1,011,374

 

1,011,374

Financing

Measured at amortized cost

17

4,330,371

 

4,194,341

 

8,082,323

 

8,380,088

Debentures

Measured at amortized cost

17

3,190,696

 

3,215,272

 

4,599,525

 

4,529,439

Debentures

Measured at fair value through profit or loss

17

3,582,968

 

3,582,969

 

2,487,244

 

2,487,244

Foreign exchange, interest rate and commodity hedging instruments

Measured at fair value through profit or loss

17

411,670

 

411,670

 

197,177

 

197,177

Trade payables

Measured at amortized cost

18

6,097,783

 

6,049,422

 

5,789,954

 

5,727,724

Subscription warrants - indemnification

Measured at fair value through profit or loss

25

40,298

 

40,298

 

51,296

 

51,296

Total

 

 

18,322,514

 

18,162,463

 

22,218,893

 

22,384,342


 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


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

 

  • The fair value of cash and banks are identical to their carrying values.
  • Financial investments in investment funds are valued at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
  • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.
  • The fair values of trade receivables 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) as of 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 of Ultrapar International is based on the quoted price in an active market (see Note 17).

 

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

 

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

 

Financial instruments were classified as financial assets or liabilities measured at amortized cost, except for (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 5.b), (ii) loans and financing measured at fair value through profit or loss (see Note 17), (iii) guarantees to customers that have vendor arrangements (see Note 17), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 24). Cash, banks, trade receivables and reseller financing are classified as financial assets measured at amortized cost. Trade payables and other payables are classified as financial liabilities measured at amortized cost.

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


j.1 Fair value hierarchy of financial instruments

 

The financial instruments are classified in the following categories:

 

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

 

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

 

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

 

 

Category

Note

09/30/2022

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and banks

Measured at amortized cost

5.a

214,855

 

 

Fixed-income securities in local currency

Measured at amortized cost

5.a

4,018,600

 

-

 

Fixed-income securities in foreign currency

Measured at amortized cost

5.a

393,197

 

-

 

Financial investments

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

5.b

1,049,779

 

1,049,779

 

Foreign exchange, interest rate and commodity hedging instruments

Measured at fair value through profit or loss

5.b

641,900

 

 

641,900

Trade receivables

Measured at amortized cost

6.a

4,396,317

 

 

Reseller financing

Measured at amortized cost

6.b

1,206,791

 

 

Other receivables

Measured at amortized cost

6.c

1,114,072

 

 

Total

 

 

13,035,511

 

 

 

 









Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

17.a

668,491

 

 

668,491

Financing

Measured at amortized cost

17.a

4,194,341

 

 

Debentures

Measured at amortized cost

17.a

3,215,272

 

 

Debentures

Measured at fair value through profit or loss

17.a

3,582,969

 

 

3,582,969

Foreign exchange, interest rate and commodity hedging instruments

Measured at fair value through profit or loss

17.a

411,670

 

 

411,670

Trade payables

Measured at amortized cost

18

6,049,422

 

 

Subscription warrants – indemnification(1)

Measured at fair value through profit or loss

25

40,298

 

 

40,298

Total

 

 

18,162,463

 

 

 

 

 

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

 

k. Sensitivity analysis of derivative financial instruments

 

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

 


Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


For the sensitivity analysis of foreign exchange hedging instruments as of September 30, 2022, Management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 8.13 (R$ 10.25 as of December 31, 2021) in the base scenario.

 

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

 

09/30/2022

Risk

Base Scenario

Currency swaps receivable in U.S. dollars

 

 

(1) U.S. Dollar/Real swaps

Dollar appreciation

860,627

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

(860,627)

(1)+(2)

Net effect in result




Currency swaps payable in U.S. dollars

 

 

(3) Real/US Dollar Swaps

Dollar devaluation

38,052

(4) Gross margin of Ipiranga

(38,052)

(3)+(4)

Net effect in result

 

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

 

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

 

09/30/2022

Risk

Base Scenario

Interest rate swap (Real) - Debentures - CRA

 

 

   (1) Fixed rate swap - DI

Fixed rate reduction

3,837,793

   (2) Fixed rate debt

(3,837,793)

   (1) + (2)

Net effect in result


 

Ultrapar Participações S.A. and Subsidiaries

Notes to the individual and consolidated interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


33 Commitments (Consolidated)

 

a. Contracts

 

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

 

Port

Minimum movement

per year

Maturity

Aratu

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,468,105 m3

2049

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2022, these rates were R$ 8.71 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.94 per m³ for Itaqui. According to contractual conditions and tolerances, as of September 30, 2022, there were no material pending issues regarding the minimum purchase limits of the contract. 

 

b. Port area lease

 

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

34 Events after the reporting period

 

a. Signing of an agreement for the acquisition of Stella by Ultragaz

 

On September 12, 2022, Ultrapar Participações S.A signed an agreement for the acquisition of all quotas of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”), which was closed on October 1, 2022. The total amount paid for the company totaled R$ 63,000, with an initial payment of R$ 7,560. The remaining acquisition amount proportional to the share held by the sellers will be settled in 2027, and is mainly subject to the acquired company’s performance conditions. Stella was part of UVC’s portfolio (Ultrapar’s Corporate Venture Capital fund) since 2021 


 

Graphics

São Paulo, November 9, 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 third quarter of 2022. 


  Continuing operations

Net revenues

Recurring Adjusted EBITDA²

Investments

R$ 39

billion

R$ 890
million

R$ 524
million


Pro forma

view¹

Recurring Adjusted EBITDA²

Net income

Cash flow from

operations

R$ 893

million

R$ 83
million

R$ 1.3
billion

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.
  • Reduction of the financial leverage to 1.9x, the lowest level of the last 5 years, reflecting the sales of Oxiteno and Extrafarma this year, the EBITDA growth from continuing operations and the working capital release in 3Q22.
  • Review of Ultrapar’s rating perspective from negative to stable by Moody’s, reflecting the improvement of the capital structure with the reduction of net debt, and prospects of profitability recovery with the evolution of results.
  • Approval of additional investments in Ipiranga by the Board of Directors, in the amount of R$ 265 million for 2022, due to greater opportunities for branding new service stations.
  • Acquisition of Stella, a technology platform that connects renewable distributed electricity generators and customers, marking Ultragaz's entry into the electricity segment, in line with its strategy of expanding its offering of energy solutions to customers, leveraging the value generation through its capillarity, commercial strength, brand and extensive base of industrial and residential customers.


Graphics

 

Graphics Graphics


Considerations on the financial and operational information

In May and August 2021, the sale agreements of Extrafarma and Oxiteno were signed, respectively, according to the Material Notices disclosed at the time. On December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. The sale of Oxiteno was concluded on April 1st, 2022, and thus ceased to be part of discontinued operations and Ultrapar's results as of 2Q22. The sale of Extrafarma was concluded on August 1st, 2022, and its results are shown within discontinued operations until this date. In this report the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continuing and discontinued operations unless otherwise indicated.

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

 Quarter     Accumulated 
         
R$ million  3Q22     3Q21     2Q22    9M22   9M21
         
Net income            82.6           374.3           459.9          1,003.7           493.4
(+) Income and social contribution taxes            27.1         (108.0)             133.2             219.2            47.9
(+) Net financial (income) expenses           328.1           296.0             509.6          1,195.7           632.4
(+) Depreciation and amortization           272.3           346.1             288.9             924.3        1,014.5
(+) Net effect of the cessation of depreciation                -                  -               (13.5)             (78.5)                -  
                 
EBITDA           710.2             908.4          1,378.1        3,264.4          2,188.3
     
Accounting adjustments      
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga)           127.9            70.5             115.9           332.2           198.6
(+) Amortization of contractual assets with customers - exclusive rights (Ultragaz)              0.4              0.4                0.4              1.1              1.2
(+) Cash flow hedge from bonds (Oxiteno)                -              38.0                -              48.1           129.0
   
Adjusted EBITDA           838.4          1,017.3          1,494.4        3,645.8          2,517.1
   
Adjusted EBITDA from continuing operations           939.3           651.0          1,189.0        3,027.2        2,017.0
Ultragaz            332.4           220.5             261.0           806.6           507.2
Ultracargo           136.3           102.1             129.6           379.8           294.8
Ipiranga           532.7           398.1             840.0        1,992.2        1,382.9
Holding, abastece aí and other companies           (62.5)           (71.8)             (42.4)         (155.4)         (175.6)
Eliminations              0.3              2.2                0.9              3.9              7.6
                        
Adjusted EBITDA from discontinued operations         (100.9)           366.3             305.4           618.6           500.1
Oxiteno                -             351.5                  -             396.2           852.2
Extrafarma           (64.2)            17.0              17.0           (26.6)         (344.5)
Capital gain from the sale of Oxiteno                -                  -               289.2           289.2                -  
Adjustments from the sale of Oxiteno           (31.6)                -                    -             (31.6)                -  
Adjustments from the sale of Extrafarma             (4.7)                -                  -  
            (4.7)                -  
Eliminations             (0.3)             (2.2)               (0.9)             (3.9)             (7.6)
   
Non-recurring items that affected EBITDA    
(-) Results from disposal of assets (Ipiranga)           (49.3)           (17.9)           (53.0)         (128.2)           (55.4)
(-) Extemporaneous tax credits (Ipiranga)                -             (37.9)           (32.7)           (32.7)         (134.8)
(-) Extemporaneous tax credits (Oxiteno)                -                  -                  -             (62.4)                -  
(-) Capital gain from the sale of Oxiteno                -                  -           (289.2)         (289.2)                -  
(+) Adjustments from the sale of Oxiteno            31.6                -                  -              31.6                -  
(+) Impairment (Extrafarma)                -                  -                  -                  -             394.7
(+) Pre-closing expenses provisions (Extrafarma)            67.4                -                  -              67.4                -  
(+) Adjustments from the sale of Extrafarma              4.7                -                  -  
             4.7                -  
     
Recurring Adjusted EBITDA           892.8             961.5          1,119.5        3,236.9          2,721.5
     
Recurring Adjusted EBITDA from continuing operations           890.0           595.2        1,103.3        2,866.3        1,826.7
Ultragaz           332.4           220.5           261.0           806.6           507.2
Ultracargo           136.3           102.1           129.6           379.8           294.8
Ipiranga           483.4           342.3           754.3        1,831.3        1,192.6
Holding, abastece aí and other companies           (62.5)           (71.8)           (42.4)         (155.4)         (175.6)
Eliminations              0.3              2.2              0.9              3.9              7.6
Recurring Adjusted EBITDA from discontinued operations              2.8           366.3              16.1           370.7           894.8
Oxiteno                -             351.5                -             333.9           852.2
Extrafarma              3.1            17.0            17.0            40.7            50.2
Eliminations             (0.3)             (2.2)             (0.9)             (3.9)             (7.6)


Graphics Graphics

 

Ultrapar


Amounts in R$ million

3Q22

3Q21

2Q22

Δ

Δ

9M22

9M21

Δ

3Q22 v 3Q21

3Q22 v 2Q22

9M22 v 9M21

Net revenues

39,484

  31,911

  37,425

24%

6%

110,945

84,387

31%

Adjusted EBITDA

838

1,017

1,494

(18%)

(44%)

3,646

2,517

45%

Recurring Adjusted EBITDA1

893

962

1,119

(7%)

(20%)

3,237

2,722

19%

Recurring Adjusted EBITDA - Continuing operations

890

595

1,103

50%

(19%)

2,866

1,827

57%

Recurring Adjusted EBITDA - Discontinued operations

3

366

16

(99%)

(83%)

371

895

(59%)

Depreciation and amortization2

401

417

405

(4%)

(1%)

1,258

1,214

4%

Financial result3

(328)

(334)

(510)

2%

36%

(1,244)

(761)

(63%)

Net income

83

374

460

(78%)

(82%)

1,004

493

103%

Investments4

525

491

412

7%

28%

1,319

1,183

12%

Cash flow from operations

1,293

604

376

114%

243%

486

1,882

(74%)


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

2 ncludes amortization of contractual assets with customers – exclusive rights 

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

4 Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively, R$ 16 million related to the grant of Ipiranga’s terminal in Belém in 2Q22 and R$ 12 million related to the grant of Ipiranga’s base in Vitória in 3Q22

 

Net revenues Total of R$ 39,484 million (+24% YoY and +6% QoQ), due to the increase in net revenues in all businesses, especially Ipiranga, partially offset by the divestments of Oxiteno and Extrafarma and subsequent deconsolidation of their results in April and August 2022, respectively.

Recurring Adjusted EBITDA - Continuing operations Total of R$ 890 million (+50% YoY), due to higher EBITDAs of Ultragaz, Ipiranga and Ultracargo. Compared to 2Q22, recurring Adjusted EBITDA from continuing operations decreased 19%, due to the lower EBITDA of Ipiranga, offset by higher EBITDAs of Ultragaz and Ultracargo.

Recurring Adjusted EBITDA - Discontinued operations Total of R$ 3 million (-99% YoY and -83% QoQ), mainly due to the deconsolidation of the results of Oxiteno and Extrafarma.

Depreciation and amortization Total of R$ 401 million (-4% YoY and -1% QoQ), due to the deconsolidation of the results of Oxiteno and Extrafarma, partially offset by higher investments made during the last 12 months and higher amortization of contractual assets at Ipiranga.

Results from the Holding, abastece and other companies Ultrapar recorded a negative result of R$ 62 million in the Holding, abastece aí and other companies, comprised of (i) R$ 45 million of negative EBITDA from the Holding, (ii) R$ 15 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, and (iii) R$ 2 million of negative EBITDA from other companies.

Financial result Ultrapar reported net financial expenses of R$ 328 million in 3Q22, an improvement of R$ 6 million compared to 3Q21, reflecting the negative result of R$ 40 million of mark-to-market of hedges in 3Q22 compared to the negative result of R$ 146 million in 3Q21, attenuated by (i) the effect in 3Q21 of the accrued interest from extraordinary tax credits related to the ICMS exclusion from the PIS/Cofins calculation base in the amount of R$ 60 million; and (ii) the higher CDI rate, despite the lower average balance and lower cost of the net debt. Compared to 2Q22, a period during which Ultrapar recognized net financial expenses of R$ 510 million, the variation is mainly explained by the lower negative effect of mark-to-market of hedges.

Net income Total of R$ 83 million (-78% YoY), explained by the effect of the income tax reversion over monetary adjustment for tax credits of R$ 196 million in 3Q21 and by closing adjustments from the divestments of Oxiteno and Extrafarma in 3Q22, offset by higher EBITDA from continuing operations. Compared to 2Q22, net income decreased 82%, mainly due to the capital gain from the sale of Oxiteno registered in 2Q22 and lower EBITDA of Ipiranga in 3Q22.

Cash flow from operations Generation of R$ 1.3 billion in 3Q22, compared to the generation of R$ 604 million in 3Q21, due to working capital cash release, as a result of fuel prices reductions during the 3Q22 and inventory management, despite the lower EBITDA.

92

 

Graphics Graphics

 

Ultragaz

 

 

3Q22

3Q21

2Q22

Δ

Δ

9M22

9M21

Δ

3Q22 v 3Q21

3Q22 v 2Q22

9M22 v 9M21

Total volume (000 tons)

451

453

425

(1%)

6%

1,275

1,298

(2%)

Bottled

294

304

281

(3%)

5%

839

876

(4%)

Bulk

157

149

144

5%

9%

436

421

3%

Adjusted EBITDA (R$ million)

332

220

261

51%

27%

807

507

59%

Adjusted EBITDA margin (R$/ton)

738

486

614

52%

20%

633

391

62%


Operational performance The volume sold by Ultragaz in 3Q22 decreased 1% in relation to 3Q21, resulting from a 3% reduction in sales in the bottled segment, due to lower market demand. The bulk segment, on the other hand, increased 5%, mainly due to higher sales of special gases and to the commercial and services segments. Compared to 2Q22, volume sold increased 6%, due to the typical seasonality between periods. 

Net revenuesTotal of R$ 3,068 million (+14% YoY), due to the pass throughs of higher LPG costs, attenuated by lower sales volume. Compared to 2Q22, net revenues increased 4%, mainly due to higher sales volume. 

Cost of goods soldTotal of R$ 2,605 million (+11% YoY), due to the readjustments of LPG costs carried out by Petrobras and higher costs with freight and logistics, reflecting the higher price of diesel, and personnel (collective bargaining agreement). Compared to 2Q22, cost of goods sold increased 2%, mainly due to higher sales volume and higher costs with freight and personnel.

Sales, general and administrative expenses Total of R$ 209 million (+20% YoY), resulting from higher personnel expenses (mainly higher variable compensation, aligned with the progression of results, and collective bargaining agreement) and higher sales commissions. Compared to 2Q22, SG&A increased 1%, due to higher personnel and sales commission expenses, attenuated by lower provisions for doubtful accounts.

Adjusted EBITDA Ultragaz reached a record level of EBITDA of R$ 332 million (+51% YoY), due to better margins, as a result of efficiency and productivity initiatives and better sales mix, despite higher expenses. Compared to 2Q22, Adjusted EBITDA increased 27%, due to higher sales volume and better margins.

Investments R$ 90 million were invested in this quarter, directed mainly towards the acquisition and replacement of bottles, equipment installed in customers in the bulk segment and maintenance of existing operations.


Graphics Graphics


Ultracargo


 

3Q22

3Q21

2Q22

Δ

Δ

9M22

9M21

Δ

3Q22 v 3Q21

3Q22 v 2Q22

9M22 v 9M21

Installed capacity¹ (000 m³)

955

878

955

9%

0%

955

860

11%

sold (000 m³)

3,445

3,089

3,411

12%

1%

10,076

9,381

7%

Adjusted EBITDA (R$ million)

136

102

130

34%

5%

380

295

29%

Adjusted EBITDA margin (%)

61%

57%

60%

3 p.p.

1 p.p.

59%

56%

3 p.p.

1 Monthly average


Operational performance Ultracargo's average installed capacity increased 9% YoY, as a result of the start-up of operations in Vila do Conde terminal and the capacity expansion in Itaqui. The m³ sold increased 12%, with higher handling of fuels in Itaqui and the start-up of operations in Vila do Conde. Compared to 2Q22, m³ sold increased 1%, due to higher handling of fuels in Itaqui and the ramp-up of operations in Vila do Conde, offset by lower handling in Santos. 

Net revenuesTotal of R$ 225 million (+26% YoY), due to contractual readjustments and higher m³ sold mostly in Itaqui and Vila do Conde. Compared to 2Q22, net revenues increased 4%, for the same reasons already mentioned. 

Cost of services provided Total of R$ 81 million (+17% YoY), of which about 80% of the increase refers to costs and depreciation of Vila do Conde terminal (operations started in December 2021), while the remainder comes from higher depreciation, due to capacity expansions in Itaqui and investments made in the last 12 months, along with the effect of inflation on personnel and inputs. Compared to 2Q22, cost of services provided decreased 8%, due to lower depreciation and lower costs with personnel and inputs.

Sales, general and administrative expenses Total of R$ 39 million (+20% YoY), resulting from higher expenses with personnel (mainly higher variable compensation, in line with the progression of results, and collective bargaining agreement) and engineering studies, attenuated by productivity and efficiency gains. Compared to 2Q22, SG&A increased 13%, due to higher expenses with personnel and engineering studies.

Adjusted EBITDA Ultracargo reached a record level of EBITDA of R$ 136 million (+34% YoY), as a result of the capacity expansions with profitability gains, contractual readjustments and productivity and efficiency gains. Compared to 2Q22, there was a 5% growth, mainly due to contractual readjustments and lower costs, attenuated by higher expenses.

Investments Investments in the period amounted to R$ 72 million, directed towards efficiency gain projects, maintenance, and operational safety of the terminals.


Graphics Graphics


Ipiranga


 

3Q22

3Q21

2Q22

Δ

Δ

9M22

9M21

Δ

3Q22 v 3Q21

3Q22 v 2Q22

9M22 v 9M21

Total volume (000 m³)

6,020

5,855

5,629

3%

7%

17,024

16,807

1%

Diesel

3,243

3,121

3,047

4%

6%

9,094

8,896

2%

Otto cycle

2,675

2,623

2,472

2%

8%

7,610

7,577

0%

Others¹

103

110

111

(7%)

(8%)

321

334

(4%)

Adjusted EBITDA (R$ million)

533

398

840

34%

(37%)

1,992

1,383

44%

Adjusted EBITDA margin (R$/m³)

88

68

149

30%

(41%)

117

82

42%

Results from disposal of assets

49

18

53

175%

(7%)

128

55

131%

Extemporaneous tax credits

-

38

33

n/a

n/a

33

135

(76%)

Recurring Adjusted EBITDA (R$ million)

483

342

754

41%

(36%)

1,831

1,193

54%

Recurring Adjusted EBITDA margin (R$/m³)

80

58

134

37%

(40%)

108

71

52%

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


Operational performanceThe volume sold by Ipiranga grew 3% YoY, with an increase of 4% in diesel and 2% in the Otto cycle. Compared to 2Q22, volume was 7% higher, due to the 8% growth in the Otto cycle and 6% in diesel, resulting mainly from the typical seasonality between the periods.  

Net revenues Total of R$ 35,999 million (+35% YoY), due to the pass throughs of higher oil derivatives and ethanol costs, and higher sales volume. Compared to 2Q22, net revenues increased 7%, as a result of higher sales volume, despite the reductions of fuel prices during 3Q22.

Cost of goods sold Total of R$ 35,004 million (+35% YoY), due to increased costs of oil derivatives and ethanol arising from the increase in international prices in the last 12 months, in addition to higher sales volume. Compared to 2Q22, cost of goods sold increased 8%, mainly due to higher sales volume, offset by the reduction of fuel prices during 3Q22.

Sales, general and administrative expenses Total of R$ 590 million (+8% YoY), resulting from higher expenses with freight (diesel prices increase and higher sales volume), personnel (mainly higher variable compensation, in line with the progression of results and collective bargaining agreement), and AmPm’s company-operated stores, partially offset by higher reversals of provisions for doubtful accounts. Compared to 2Q22, SG&A decreased 9%, due to higher reversals of provisions for doubtful accounts and lower contingencies.

Other operating results Total of negative R$ 176 million, a worsening of R$ 181 million in relation to 3Q21, due to costs with CBios in the amount of R$ 191 million in 3Q22 (R$ 144 million higher than in 3Q21) and the constitution of extemporaneous tax credits of R$ 38 million in 3Q21. Compared to 2Q22, the worsening was of R$ 46 million, due to the constitution of extemporaneous tax credits of R$ 33 million in 2Q22 and higher costs with CBios.

Results from disposal of assetsTotal of R$ 49 million, an increase of R$ 31 million compared to 3Q21, due to higher sales of real estate assets. Compared to 2Q22, there was a decrease of R$ 4 million.

Share or profit (loss) of subsidiaries, joint ventures and associates Total of negative R$ 12 million, mainly due to retroactive entries of IFRS 16 in SPEs formed together with other distributors to operate in the ports of Vitória, Belém and Cabedelo.

Recurring Adjusted EBITDA Total of R$ 483 million (+41% YoY), due to better margins and higher sales volume, attenuated by higher expenses and higher costs with CBios. Compared to 2Q22, there was a decrease of 36%, due to more pressured margins, resulting from fuel prices reductions during 3Q22 and greater product availability, despite of higher sales volume and lower expenses.

Investments R$ 352 million were invested, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 144 million refer to additions to fixed and intangible assets, R$ 201 million to contractual assets with customers (exclusive rights), and R$ 7 million to drawdowns of financing to clients and advance payments of rentals, net of receipts.


Graphics Graphics


Indebtedness (R$ million)


Ultrapar consolidated

3Q22

3Q21

2Q22

Gross debt

(12,236)

(16,409)

(13,107)

Cash and cash equivalents

6,318

6,588

6,739

Net debt (ex-IFRS 16)

(5,917)

(9,821)

(6,368)

Leases payable

(1,529)

(1,816)

(1,804)

Net debt

(7,446)

(11,636)

(8,172)

Net debt/LTM Adjusted EBITDA¹

1.9x

3.0x

2.2x

Average cost of debt

106% DI

105% DI

96% DI

DI + 0.7%

DI + 0.2%

DI - 0.5%

Average cash yield (% DI)

96%

61%

79%

Average debt duration (years)

4.3

4.9

4.2

¹ LTM Adjusted EBITDA does not include Extrafarma’s impairments, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma; furthermore, for 2Q22 does not include LTM result from Oxiteno and, for 3Q22, does not include LTM result from Oxiteno and Extrafarma 

 

Ultrapar ended 3Q22 with net financial debt of R$ 5.9 billion, composed of a gross indebtedness of R$ 12.2 billion, and cash position of R$ 6.3 billion. Considering the leases payable (IFRS 16) of R$ 1.5 billion, the total net debt was R$ 7.4 billion (1.9x LTM Adjusted EBITDA) compared to R$ 8.2 billion on June 30, 2022 (2.2x LTM Adjusted EBITDA). The reduction in the net debt in comparison to the position at the end of 2Q22 is mainly due to the conclusion of the sale of Extrafarma in August 2022 (upfront payment and outflows of the respective leases payable) and the release of cash in working capital, resulting from the reductions of fuel prices in 3Q22 and from inventory management. These effects were attenuated by the payment of interest on equity in August 2022. The financial leverage reduction reflects the reduction of the net debt and the growth in EBITDA from continuing operations. It is worth mentioning that there are receivables not yet included in Ultrapar's net debt related to the sales (i) of Oxiteno (US$ 150 million to be received in April 2024), and (ii) of Extrafarma (R$ 365 million, monetarily adjusted by CDI + 0.5% p.a., to be received in two installments, the first in August 2023 and the second in August 2024).  


Maturity profile and debt breakdown:

 

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Updates on ESG themes

In September, Ultrapar participated in Rio Oil & Gas 2022, an event organized by the Brazilian Institute of Oil and Gas (IBP), which brought together the main companies in the sector to discuss several topics, including energy transition and ESG. Ipiranga and Ultracargo were sponsors of the event, and leaders from the Holding, Ipiranga, Ultragaz and Ultracargo participated in discussion panels and parallel events, such as the Arena ESG and Young Summit. In addition, during the quarter, Ultrapar held immersive meetings of its Social Acceleration Program, which had the participation of more than 100 volunteers and supported 13 NGOs in their management challenges, maximizing their social impact. In all, more than 400 solutions were proposed that could positively impact more than 9 thousand people served by the institutions. Ultrapar entered into a partnership, in July, with Amazônia+21 Institute, an organization created by the CNI (National Confederation of Industry), which seeks to promote sustainable and innovative businesses in Amazon, in addition to contributing to the region's sustainable economic development.

In July, Ultragaz donated food baskets, hygiene kits, diapers and water to 1.8 thousand vulnerable families, victims of heavy rains in Jaboatão dos Guararapes (state of Pernambuco). In August, Ultragaz started the Theater in Action project, which will present the play “Missão Natureza” in 15 cities and 11 Brazilian states, promoting children's awareness about the importance of reducing waste generation. In addition, Ultragaz joined the Commitment to the Climate program promoted by the Ekos Institute in partnership with other companies, which aims to encourage the low-carbon economy and facilitate the selection and support of socio-environmental projects to offset GHG emissions.

Ultracargo started, in September, another edition of the Training of Port Operators course, providing 25 positions for residents around the Aratu Terminal (state of Bahia). The program is offered free of charge and seeks to contribute to the professional development of residents and attract talent to operations, fostering diversity. During 3Q22, registrations were opened for the Community in Action Award, promoted by Grupo Tribuna (Santos-SP) sponsored by Ultracargo. The initiative, which is in its 20th edition, values voluntary actions by groups, institutions, or individuals for the benefit of social causes in the region.

In July, Ipiranga launched the 15th edition of the Health on the Road Program, which offers free medical care and services to drivers, truck drivers and communities close to Ipiranga highway service stations, with the expectation of serving 70 cities in 15 states by the end of the year. Furthermore, it launched Programa Construa, an affirmative action for the hiring and development of people with special needs in the commercial area. In September, Ipiranga concluded Projeto Ajudôu, a social project related to the sports incentive law, 100% financed by the company, which promoted the inclusion of 320 children and young people in situations of social vulnerability in Minas Gerais through the practice of judo.

 


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Capital markets

Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 89 million/day in 3Q22 (-42% YoY). Ultrapar’s shares ended the quarter quoted at R$ 11.73 on B3, a depreciation of 5% in the quarter, while the Ibovespa stock index appreciated 12%. In NYSE, Ultrapar’s shares and Dow Jones stock index depreciated 7% in the quarter. Ultrapar ended 3Q22 with a market cap of R$ 13 billion.

Capital markets

3Q22

3Q21

2Q22

9M22

9M21

Final number of shares (000)

1,115,173

1,115,108

1,115,152

1,115,173

1,115,108

Market capitalization¹ (R$ million)

13,081

16,437

13,728

13,081

16,437

B3

 

 

 

 

 

Average daily trading volume (000 shares)

5,741

8,210

7,891

6,748

6,934

Average daily financial volume (R$ 000)

74,580

133,350

105,168

90,850

131,489

Average share price (R$/share)

12.99

16.24

13.33

13.46

18.96

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

54,163

50,374

50,438

54,163

50,374

Average daily trading volume (000 ADRs)

1,122

1,205

1,480

1,298

1,669

Average daily financial volume (US$ 000

2,771

3,744

3,938

3,405

6,118

Average share (US$/ADRs)

2.47

3.11

2.66

2.62

3.67

Total

 

 

 

 

 

Average daily trading volume (000 shares

6,863

9,415

9,371

8,046

8,602

Average daily financial volume (R$ 000)

89,150

152,939

124,690

108,284

164,371

  ¹ Calculated on the closing share price for the period

  ² 1 ADR = 1 common share

 

UGPA3 x Ibovespa performance 3Q22

(Jun 30, 2022 = 100)

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3Q22 Conference call

Ultrapar will host a conference call for analysts and investors on November 10, 2022, to comment on the Company’s performance in the third quarter of 2022 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

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

 

Conference call in Portuguese with simultaneous translation to English

Time: 11:00 a.m. (BRT) / 09:00 a.m. (EST)

  

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

Code: Ultraparin Portuguese
 

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

Code: 3167603#

 

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

Code: Ultraparin English

 

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

Code: 9792937#

 


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ULTRAPAR
CONSOLIDATED BALANCE SHEET
     
    In million of Reais    SEP 22¹     SEP 21     JUN 22   Continuing operations²   Discontinued operations² 
     
ASSETS
     
Cash and cash equivalents 4,626.7 2,826.3 4,745.1 4,707.3 37.8
Financial investments and hedge derivative financial instruments 1,264.0 2,914.9 1,372.8 1,372.8 (0.0)
Trade receivables and reseller financing 4,557.2 4,624.4 4,547.1 4,423.9 123.2
Trade receivables - sale of subsidiaries 186.1 - - - -
Inventories 4,333.7 5,574.2 6,573.3 6,010.5 562.8
Recoverable taxes 1,358.7 1,540.7 1,488.9 1,422.1 66.8
Prepaid expenses 123.8 141.2 152.3 143.1 9.1
Contractual assets with customers - exclusive rights 599.6 533.7 579.4 579.4 -
Other receivables 88.1 106.4 119.1 101.5 17.6
Total Current Assets   17,137.8 18,261.8   19,578.0 18,760.6 817.3
     
Financial investments and hedge derivative financial instruments 427.6 847.3 621.3 621.3 -
Trade receivables and reseller financing 549.3 481.4 513.9 513.9 -
Trade receivables - sale of subsidiaries 928.0 - 707.6 707.6 -
Deferred income and social contribution taxes 1,021.4 1,245.5 1,016.6 812.1 204.5
Recoverable taxes 1,622.6 1,815.2 1,352.2 1,330.6 21.7
Escrow deposits  880.1 868.4 875.1 871.4 3.7
Prepaid expenses 79.8 84.3 64.9 64.9 0.0
Contractual assets with customers - exclusive rights 1,691.6 1,385.2 1,646.2 1,646.2 -
Other receivables 155.1 175.1 154.3 154.3 -
Investments 119.1 172.4 117.2 117.2 -
Right of use assets 1,804.7 2,093.0 2,049.9 1,723.2 326.8
Property, plant and equipment 5,775.2 8,235.0 5,768.7 5,624.6 144.1
Intangible assets 1,875.0 1,707.7 1,828.4 1,751.1 77.3
Total Non-Current Assets   16,929.3 19,110.5   16,716.2 15,938.1 778.1
     
TOTAL ASSETS   34,067.2 37,372.3   36,294.2 34,698.8 1,595.4
     
LIABILITIES
                                           
Loans, financing and hedge derivative financial instruments 889.5 945.6 324.3 324.3 -
Debentures 2,573.5 1,475.4 3,382.8 3,382.8 -
Trade payables 6,097.8 6,364.1 6,889.7 6,680.8 208.9
Salaries and related charges 416.2 549.0 376.3 321.4 54.8
Taxes payable 316.1 396.5 534.2 515.7 18.5
Leases payable 218.4 269.5 278.8 206.6 72.2
Other payables 683.7 345.1 889.2 886.4 2.8
Total Current Liabilities   11,195.2 10,345.2   12,675.3 12,318.1 357.3
     
Loans, financing and hedge derivative financial instruments 4,572.6 8,458.9 5,178.4 5,178.4 0.0
Debentures 4,200.2 5,529.2 4,221.4 4,221.4 -
Provisions for tax, civil and labor risks 1,011.5 797.2 989.7 987.7 2.0
Post-employment benefits 199.8 262.8 197.3 197.0 0.3
Leases payable 1,310.6 1,546.3 1,525.1 1,215.3 309.8
Other payables 206.0 247.8 214.7 212.4 2.2
Total Non-Current Liabilities   11,500.6 16,842.1   12,326.5 12,012.2 314.3
     
TOTAL LIABILITIES   22,695.8 27,187.4   25,001.8 24,330.2 671.6
     
EQUITY
 
                        
Share capital 5,171.8 5,171.8 5,171.8 5,171.8 -
Reserves 5,467.4 5,008.3 5,467.6 5,467.6 -
Treasury shares (489.0) (489.1) (488.4) (488.4) -
Other 761.3 104.9 690.3 690.3 -
Non-controlling interests in subsidiaries 460.0 389.1 451.2 451.2 -
Total Equity   11,371.4 10,185.0   11,292.4 11,292.4 -
     
TOTAL LIABILITIES AND EQUITY   34,067.2 37,372.3   36,294.2 35,622.6 671.6
     
Cash and financial investments 6,318.3 6,588.4 6,739.2 n/a n/a
Loans and debentures (12,235.8) (16,409.1) (13,106.8) n/a n/a
Leases payable (1,528.9) (1,815.8) (1,803.9) n/a n/a
Net cash (debt)   (7,446.4) (11,636.4)   (8,171.5) n/a n/a
     
Net cash (debt) ex-IFRS 16   (5,917.5) (9,820.7)   (6,367.6) n/a n/a
   

¹ Balance sheet of 3Q22 corresponds to continuing operations only

² Since the financial management is unified in the Holding, the individual view of the balance sheet of continuing and discontinued operations does not reflect the reality of the companies (assets and liabilities differ)



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ULTRAPAR
INCOME STATEMENT
                     
  In million of Reais    3Q22¹ Continuing operations Discontinued operations¹   3Q21 Continuing operations Discontinued operations   2Q22 Continuing operations Discontinued operations   9M22   9M21
               
         
Net revenues from sales and services   39,483.8 39,294.7 189.0   31,911.1 29,452.5 2,458.7 37,425.1 36,879.4 545.8 110,944.9 84,387.5
   
Cost of products and services sold   (37,900.5) (37,708.7) (191.8)   (30,112.2) (28,270.2) (1,842.0) (35,401.7) (35,027.5) (374.1) (105,254.8) (79,376.8)
   
Gross profit   1,583.3 1,586.1 (2.8)   1,798.9 1,182.3 616.7 2,023.5 1,851.9 171.6 5,690.1 5,010.6
   
Operating expenses
Selling and marketing   (563.0) (508.8) (54.2)   (781.5) (504.8) (276.7) (699.0) (546.6) (152.4) (2,017.3) (2,140.2)
General and administrative   (409.7) (388.6) (21.1)   (497.7) (344.0) (153.8) (448.8) (408.2) (40.6) (1,315.9) (1,439.6)



Other operating income, net   (174.9) (174.9) (0.0)   35.6 10.9 24.7 (137.7) (136.9) (0.8) (405.9) 101.5
Results from disposal of assets   13.3 49.2 (35.9)   18.0 17.5 0.6 343.5 55.6 287.9 379.4 58.2
Impairment   - - -   - - - - - - - (394.7)
   
Operating income (loss)   449.0 562.9 (114.0)   573.4 361.9 211.5 1,081.5 815.8 265.8 2,330.3 1,195.8
   
Financial result    
   Financial income   176.6 176.4 0.2   127.0 114.7 12.3 210.2 209.7 0.5 498.5 339.1
   Financial expenses   (504.8) (501.1) (3.6)   (423.0) (368.4) (54.5) (719.7) (708.3) (11.4) (1,694.2) (971.6)

Share of profit (loss) of subsidiaries, joint

ventures and associates

  (11.1) (11.1) -   (11.1) (11.3) 0.2 7.7 7.7 - 9.9 (22.0)
     

Income before income and social

contribution taxes

  109.7 227.0 (117.4)   266.3 96.8 169.5 579.7 324.8 254.8 1,144.5 541.3
   
Income and social contribution taxes    
   Current   (126.3) (271.0) 144.7   (20.2) (44.8) 24.6 (357.1) (100.9) (256.2) (773.6) (383.9)
   Deferred   78.7 203.8 (125.1)   95.9 91.6 4.3 208.2 157.4 50.8 474.6 269.8
   Tax incentives   20.4 20.4 -   32.3 17.9 14.4 15.7 15.7 - 79.7 66.3



Net effect of the cessation of depreciation²   - - -   - - - 13.5 - 13.5 78.5 -
   
Net income (loss)   82.6 180.3 (97.7)   374.3 161.5 212.8 459.9 397.0 62.9 1,003.7 493.4
   
Net income attributable to:    
    Shareholders of the Company   73.1 170.8 (97.7) 369.2 156.4 212.8 452.9 390.0 62.9 978.2 470.3
    Non-controlling interests in subsidiaries   9.5 9.5 - 5.1 5.1 - 7.1 7.1 - 25.5 23.2
   
Adjusted EBITDA   838.4 939.3 (100.9)   1,017.3 651.0 366.3 1,494.4 1,189.0 305.4 3,645.8 2,517.1
 
Non-recurring items  
Results from disposal of assets (Ipiranga)   (49.3) (49.3) - (17.9) (17.9) - (53.0) (53.0) - (128.2) (55.4)
Extemporaneous tax credits (Ipiranga)   - - - (37.9) (37.9) - (32.7) (32.7) - (32.7) (134.8)
Extemporaneous tax credits (Oxiteno)   - - - - - - - - - (62.4) -
Capital gain from the sale of Oxiteno   - - - - - - (289.2) - (289.2) (289.2) -
Adjustments from the sale of Oxiteno   31.6 - 31.6 - - - - - - 31.6 -
Impairment (Extrafarma)   - - - - - - - - - - 394.7
Pre-closing expenses provisions (Extrafarma)   67.4 - 67.4 - - - - - - 67.4 -
Adjustments from the sale of Extrafarma   4.7 - 4.7 - - - - - - 4.7 -
 
Recurring Adjusted EBITDA   892.8 890.0 2.8 961.5 595.2 366.3 1,119.5 1,103.3 16.1 3,236.9 2,721.5
 
Depreciation and amortization³   400.6 387.5 13.1   417.0 300.4 116.6 405.2 365.6 39.6 1,257.6 1,214.3
Cash flow hedge from bonds   - - -   38.0 - 38.0 - - - 48.1 129.0
Total investments4   525.2 523.6 1.7 491.4 427.1 64.3 411.6 406.8 4.7 1,319.3 1,182.8
       
   

Ratios
          

 
Earnings per share (R$)   0.07 0.16 (0.09) 0.34 0.14 0.20 0.42 0.36 0.06 0.90 0.43
Net debt / LTM Adjusted EBITDA5   1.9x n/a n/a 3.0x n/a n/a 2.2x n/a n/a 1.9x 3.0x
Gross margin (%)   4.0% 4.0% (1.5%) 5.6% 4.0% 25.1% 5.4% 5.0% 31.4% 5.1% 5.9%
Operating margin (%)   1.1% 1.4% (60.3%) 1.8% 1.2% 8.6% 2.9% 2.2% 48.7% 2.1% 1.4%
Adjusted EBITDA margin (%)   2.1% 2.4% (53.4%) 3.2% 2.2% 14.9% 4.0% 3.2% 56.0% 3.3% 3.0%
   Recurring Adjusted EBITDA margin (%)   2.3% 2.3% 1.5% 3.0% 2.0% 14.9% 3.0% 3.0% 3.0% 2.9% 3.2%
    -     -     -  
Number of employees 9,644 9,644 - 16,218 8,507 7,711 14,958 9,350 5,608 9,644 16,218

¹ Considers Extrafarma's result for July only, due to the conclusion of its sale on August 1st, 2022
² As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5
³ Includes amortization with contractual assets with customers – exclusive rights
4 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of repayments) and acquisition of shareholdings
5 LTM Adjusted EBITDA does not include Extrafarma’s impairments, capital gain and closing adjustments from the sales of ConectCar, Oxiteno and Extrafarma; furthermore, for 2Q22 does not include LTM result from Oxiteno and, for 3Q22, does not include LTM result from Oxiteno and Extrafarma


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ULTRAPAR
CASH FLOWS
 
    In million of Reais   JAN -SEP
2022
JAN - SEP
2021
Re-presented
     
Cash flows from operating continuing activities  
Net income - continuing operations                   694.2                 476.9

Adjustments to reconcile net income to cash provided by operating activities

 

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

                  (10.1)                   22.2

Amortization of contractual assets with customers - exclusive rights and right-of-use assets

                  543.8                 392.5
Depreciation and amortization
                  550.4                 488.8
Interest and foreign exchange rate variations
               1,208.4                 861.8

Current and deferred income and social contribution taxes

                    (2.2)                 117.2
Results from disposal of assets
                 (129.8)                 (57.9)
Equity instrument granted
                    16.8                    6.9
Provision for decarbonization - CBios
                  497.1                 111.2
Other provisions and adjustments
                    12.2                 (79.5)
   
                 3,380.7              2,340.1
       
(Increase) decrease in assets  
Trade receivables and reseller financing
                 (637.7)                (621.6)
Inventories
                 (420.3)             (1,329.1)
Recoverable taxes
                 (736.2)                (571.9)

Dividends received from subsidiaries, joint ventures and associates

                     0.1                    0.1
Other assets
                 (176.1)                 (11.3)
 
Increase (decrease) in liabilities  

Trade payables and trade payables - reverse factoring

                  270.8              1,680.1
Salaries and related charges
                    86.1                   59.6
Tax obligations
                  (41.7)                 (12.2)
Other liabilities
                    67.9                 (79.9)
 
CBios acquisition                  (542.5)                (121.9)

Payments of contractual assets with customers - exclusive rights

                 (512.3)                (222.6)
Income and social contribution taxes paid                  (283.3)                (164.8)
 

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

                  455.6                 944.5
 

Net cash provided by (used in) operating activities - discontinued operations

                    30.6                 937.9
 
Net cash provided by (used in) operating activities                   486.1              1,882.4
 

Cash flows from investing activities 

 

Financial investments, net of redemptions

                  902.1              2,151.6

Acquisition of property, plant and equipment and intangible assets

                 (851.0)                (844.6)

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

               3,980.7 -  

Proceeds from disposal of investments and assets 

               2,734.4                   97.1

Capital increase in subsidiary and joint ventures

                  (28.0)                 (25.7)

Transactions with discontinued operations 

                  987.9 -  

Capital decrease in associates

  -                      1.5

Initial upfront costs of entitlement assets 

  -                   (14.9)

Related parties

  -                   (21.6)
 

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

               7,726.2              1,343.3
 

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

                (220.2)               (129.2)
 

Net cash provided by (used in) investing activities

               7,506.0              1,214.0
 
Cash flows from financing activities  
   Loans and debentures
 
  Proceeds
               1,019.6              1,379.0
  Amortization
              (4,966.7)             (2,426.1)
  Interest paid
                 (961.9)                (451.1)
 Payments of leases¹
                 (272.9)                (251.1)
 Dividends paid
                 (634.7)                (705.6)

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

                    21.7 -  
 Related parties
                  (18.9)                   (0.2)
 
Net cash provided by (used in) financing activities - continuing operations               (5,813.8)             (2,455.1)
 
Net cash provided by (used in) financing activities - discontinued operations                 (179.0)               (514.8)
 
Net cash provided by (used in) financing activities               (5,992.8)             (2,969.9)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations                   (21.3)                 (10.7)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations                   (19.3)                   48.9
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency                   (40.7)                   38.2
 
Increase (decrease) in cash and cash equivalents - continuing operations                2,346.6                 164.8
 
Increase (decrease) in cash and cash equivalents - descontinued operations                 (388.0) -  
 
Increase (decrease) in cash and cash equivalents                1,958.6                 164.8
 
Cash and cash equivalents at the beginning of the period - continuing operations                2,280.1              2,661.5
 
Cash and cash equivalents at the beginning of the period - descontinued operations                   388.0 -  
 
Cash and cash equivalents at the beginning of the period                2,668.1              2,661.5
 

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

               4,626.6              2,826.3
 

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

  -   -  
 

Cash and cash equivalents at the end of the period

               4,626.6              2,826.3
 
Transactions without cash effect:  
 
Addition on right to use assets and leases payable                   420.8                 204.5
Addition on contractual assets with customers - exclusive rights                     38.8                 197.9
Reversal fund - private pension                      3.1                    3.7
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition                      0.9                    1.8


¹ Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively, R$ 16 million related to the grant of Ipiranga's terminal in Belém in 2Q22 and R$ 12 million related to the grant of Ipiranga's terminal in Vitória in 3Q22 


Graphics Graphics

 

ULTRAGAZ
CONSOLIDATED BALANCE SHEET        
               
 In million of Reais      SEP 22   SEP 21     JUN 22         
             
OPERATING ASSETS        
Trade receivables               591.8             472.4             569.6        
Non-current trade receivables                17.1              29.9              18.8        
Inventories               196.9             177.3             199.2    
Taxes               103.8              86.0             100.8    
Escrow deposits               200.6             220.0             207.6    
Other                89.6              79.1              84.5    
Right of use assets               151.8              89.4             124.6    
Property, plant and equipment / Intangibles            1,274.8          1,181.2          1,245.4    
                     
TOTAL OPERATING ASSETS            2,626.3          2,335.2          2,550.4        
                 
OPERATING LIABILITIES        
Trade payables               193.4             119.5             166.0        
Salaries and related charges               120.8              99.0              89.9        
Taxes                13.9              15.8              16.5        
Judicial provisions               126.2             124.2             125.2        
Leases payable               189.5             141.4             162.3        
Other                71.4              53.9              83.7        
                 
TOTAL OPERATING LIABILITIES               715.1             553.8             643.6        
               
               
CONSOLIDATED INCOME STATEMENT
                   
 In million of Reais     3Q22     3Q21     2Q22     9M22     9M21 
           
Net revenues            3,067.5            2,679.5            2,944.2            8,651.0            7,063.0
                                                                                             
Cost of products sold           (2,605.2)           (2,352.7)           (2,550.8)           (7,479.0)           (6,280.0)
           
Gross profit               462.3               326.8               393.4            1,171.9               783.0
           
Operating expenses          
Selling and marketing             (146.3)             (120.8)             (144.8)             (414.2)             (329.2)
General and administrative               (62.4)               (53.1)               (61.1)             (178.2)             (150.7)
           
Other operating income                  3.6                  2.9                  0.3                  8.2                10.3
Results from disposal of assets                 (0.1)                 (0.4)                 (0.1)                 (0.9)                  2.5
           
Operating income (loss)               257.2               155.3               187.6               586.8               315.8
           
Share of profit (loss) of subsidiaries, joint ventures and associates                 (0.0)                 (0.0)                  0.0                  0.0                  0.0
           
Adjusted EBITDA               332.4               220.5               261.0               806.6               507.2
           
Depreciation and amortization¹                75.2                65.1                73.4               219.8               191.4
           
Ratios
                                                                                                   
Gross margin (R$/ton)               1,026                 721                 925                 919                 603
Operating margin (R$/ton)                 571                 343                 441                 460                 243
Adjusted EBITDA margin (R$/ton)                 738                 486                 614                 633                 391
                     
Number of employees             3,496             3,409             3,420             3,496               3,409


1 Includes amortization with contractual assets with customers - exclusive rights

 

 

Graphics Graphics


ULTRACARGO
CONSOLIDATED BALANCE SHEET        
               
 In million of Reais     SEP 22     SEP 21     JUN 22         
           
OPERATING ASSETS        
Trade receivables                17.2              25.3              19.5        
Inventories                10.4                8.7                9.7        
Taxes                  7.7              24.1              13.6        
Other                37.8              23.8              39.2        
Right of use assets               655.6             536.8             580.1        
Property, plant and equipment / Intangibles / Investments            1,759.5          1,659.9          1,710.5        
         
TOTAL OPERATING ASSETS            2,488.3          2,278.7          2,372.7        
         
OPERATING LIABILITIES        
Trade payables                61.8              44.9              48.2        
Salaries and related charges                46.9              44.6              37.6        
Taxes                  4.8                5.2                8.8        
Judicial provisions                  9.7              10.1                9.5        
Leases payable               598.4             481.4             514.4        
Other¹                63.2              61.0              72.1        
         
TOTAL OPERATING LIABILITIES               784.8             647.3             690.5        
           
¹ Includes the long term obligations with clients account        
       
                   
CONSOLIDATED INCOME STATEMENT
             
 In million of Reais     3Q22     3Q21     2Q22     9M22     9M21 
       
Net revenues               224.5               177.8               216.8               638.8               525.7
           
Cost of services provided               (80.9)               (69.2)               (87.7)             (252.3)             (207.8)
         
Gross profit               143.6               108.7               129.1               386.4               317.9
         
Operating expenses          
Selling and marketing                 (2.4)                 (2.2)                 (2.8)                 (9.1)                 (6.2)
General and administrative               (36.8)               (30.5)               (31.8)               (95.2)               (93.9)
                                                                                                    
Other operating income                 (0.4)                  0.8                 (0.1)                 (1.7)                  4.0
Results from disposal of assets                  0.0                 (0.0)                 (0.1)                 (0.2)                  0.0
         
Operating income (loss)               104.1                76.7                94.3               280.3               221.8
         
Share of profit (loss) of subsidiaries, joint ventures and associates                 (0.5)                  0.1                 (0.3)                 (1.4)                  0.7
         
Adjusted EBITDA               136.3               102.1               129.6               379.8               294.8
         
Depreciation and amortization                32.8                25.2                35.6               100.9                72.3
         
Ratios  
   
Gross margin (%)   64.0% 61.1% 59.6%   60.5% 60.5%
Operating margin (%)   46.4% 43.2% 43.5%   43.9% 42.2%
Adjusted EBITDA margin (%)   60.7% 57.4% 59.8%   59.5% 56.1%
   
Number of employees               869               736               864               869                 736



Graphics Graphics


IPIRANGA

CONSOLIDATED BALANCE SHEET

       
       
 In million of Reais     SEP 22   SEP 21     JUN 22     
       
OPERATING ASSETS    
Trade receivables            3,940.6            3,119.6            3,855.9    
Non-current trade receivables               532.2               451.4               495.1    
Inventories            4,125.4            3,436.6            5,800.0    
Taxes            2,485.7            1,820.3            2,214.2    
Contractual assets with customers - exclusive rights            2,288.1            1,914.4            2,222.1    
Other               501.8               481.2               491.6    
Right of use assets               990.3            1,043.8            1,011.6    
Property, plant and equipment / Intangibles / Investments            4,310.4            3,669.5            4,114.7      
             
TOTAL OPERATING ASSETS          19,174.5          15,936.6          20,205.2      
           
OPERATING LIABILITIES        
Trade payables            5,768.5            4,773.3            6,401.7      
Salaries and related charges               177.3               130.9               138.2      
Post-employment benefits               213.0               269.0               210.5      
Taxes               164.6               178.2               176.2      
Judicial provisions               287.0               212.9               305.0      
Leases payable               733.1               730.4               737.5      
Other               654.2               370.3               483.3      
           
TOTAL OPERATING LIABILITIES            7,997.8            6,665.0            8,452.4      
           
           
CONSOLIDATED INCOME STATEMENT
       
 In million of Reais     3Q22     3Q21     2Q22     9M22     9M21 
           
Net revenues          35,999.1          26,613.8          33,706.0          98,375.1          70,322.6
         
Cost of products and services sold         (35,004.4)       (25,891.8)       (32,391.5)       (95,025.8)       (68,106.8)
 
Gross profit               994.7             722.0          1,314.5          3,349.4          2,215.7
 
Operating expenses  
Selling and marketing             (359.5)           (361.2)           (398.2)         (1,131.7)           (981.5)
General and administrative             (230.5)           (184.9)           (247.7)           (657.1)           (544.7)
 
Other operating income             (176.1)                5.2           (129.9)           (416.3)              59.1
Results from disposal of assets                49.3              17.9              53.0             128.2              55.4
 
Operating income (loss)               277.9             199.0             591.7          1,272.4             804.1
 
Share of profit (loss) of subsidiaries, joint ventures and associates               (12.4)                0.6                0.8             (10.4)               (1.3)
 
Adjusted EBITDA               532.7             398.1             840.0          1,992.2          1,382.9
 
Non-recurring items  
Results from disposal of assets               (49.3)             (17.9)             (53.0)           (128.2)             (55.4)
Extemporaneous tax credits                    -               (37.9)             (32.7)             (32.7)           (134.8)
 
Recurring Adjusted EBITDA               483.4             342.3             754.3          1,831.3          1,192.6
 
Depreciation and amortization¹               267.2             198.5             247.5             730.3             580.1
 
Ratios
   
   Gross margin (R$/m³)                 165               123                 234               197               132
   Operating margin (R$/m³)                   46                 34               105                 75                 48
   Adjusted EBITDA margin (R$/m³)                   88                 68               149               117                 82
   Recurring Adjusted EBITDA margin (R$/m³)                   80                 58               134               108                 71
                     
Number of service stations             6,940             7,088             7,010             6,940             7,088
Number of employees             4,587             3,778             4,363             4,587             3,778

¹ Includes amortization with contractual assets with customers - exclusive rights


Graphics Graphics


EXTRAFARMA
BALANCE SHEET        
               
 In million of Reais     SEP 22     SEP 21     JUN 22   
         
OPERATING ASSETS  
Trade receivables                    -                  35.0               123.2  
Inventories                    -                 527.0               562.8  
Taxes                    -                  74.8                86.5  
Other                    -                  33.3                35.1  
Right of use assets                    -                 352.8               313.2  
Property, plant and equipment / Intangibles                    -                 247.4               207.9  
       
TOTAL OPERATING ASSETS                   -              1,270.4            1,328.6  
       
OPERATING LIABILITIES      
Trade payables                    -                 194.2               208.9  
Salaries and related charges                    -                  62.4                54.8  
Taxes                    -                  14.9                18.5  
Judicial provisions                    -                  10.2                  2.5  
Leases payable                    -                 383.9               382.0  
Other                    -                  19.2                10.6  
       
TOTAL OPERATING LIABILITIES                   -                 684.8               677.3  
         
       
       
INCOME STATEMENT
                     
 In million of Reais     3Q22¹     3Q21     2Q22     9M22     9M21 
           
Gross revenues               199.9               509.6               575.8            1,304.7            1,568.6
         
Sales returns, discounts and taxes               (10.9)               (26.2)               (30.0)               (69.2)               (81.5)
         
Net revenues               189.0               483.4               545.8            1,235.5            1,487.1
         
Cost of products and services sold             (191.8)             (333.7)             (374.1)             (912.3)           (1,032.1)
         
Gross profit                 (2.8)               149.7               171.6               323.2               455.0
         
Operating expenses               (75.0)             (175.3)             (192.1)             (436.2)             (520.0)
Other operating income                 (0.0)                  2.7                 (0.8)                 (2.2)                  0.0
Results from disposal of assets                  0.5                  0.8                 (1.3)                 (3.8)                  0.2
Impairment                    -                      -                      -                      -               (394.7)
         
Operating income (loss)               (77.3)               (22.1)               (22.6)             (119.0)             (459.5)
           
Adjusted EBITDA               (64.2)                17.0                17.0               (26.6)             (344.5)
           
Non-recurring items          
Impairment                    -                      -                      -                      -                 394.7
Pre-closing expenses provisions                67.4                    -                      -                  67.4                    -  
           
Recurring Adjusted EBITDA                  3.1                17.0                17.0                40.7                50.2
           
Depreciation and amortization                13.1                39.1                39.7                92.4               115.0
         
Ratios²        
           
   Gross margin (%)   (1.4%) 29.4% 29.8% 24.8% 29.0%
   Operating margin (%)   (38.7%) (4.3%) (3.9%) (9.1%) (29.3%)
   Adjusted EBITDA margin (%)   (32.1%) 3.3% 3.0% (2.0%) (22.0%)
   Recurring Adjusted EBITDA margin (%)   1.6% 3.3% 3.0% 3.1% 3.2%
                     
Number of stores                 -                 399               399                 -                 399
   
Number of employees                 -               5,838             5,608                 -               5,838

21

¹ Considers Extrafarma's result for July only, due to the conclusion of its sale on August 1st, 2022
² Calculated based on gross revenues

106


 

 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A.,

held on November 9, 2022)

 

ULTRAPAR PARTICIPAÇÕES S.A.

 

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:

November 9, 2022, at 2:30 p.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.

 

Members in attendance:

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

 

Matters discussed and resolutions:

 

1.After having analyzed and discussed, the members of the Board of Directors approved the Company's financial statements for the 3rd quarter of 2022.

 

2.The Board of Directors approved the amendments to the Corporate nomination policy for members of the Board of Directors, Advisory Committees and Executive Board, as proposed by the Executive Board endorsed by the People Committee.

 

 


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

 

There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present.

 

Pedro Wongtschowski Chairman

 

Frederico Pinheiro Fleury Curado – Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Alexandre Teixeira de Assumpção Saigh

 

Flávia Buarque de Almeida

 

Jorge Marques de Toledo Camargo

 

José Galló

 

José Luiz Alquéres

 

José Mauricio Pereira Coelho

 

Otávio Lopes Castello Branco Neto

 

André Brickmann Areno – Secretary



 

110

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  1. PURPOSE

Establish the criteria for composition of the Board of Directors (“Board”), its Advisory Committees (“Committees”) and Executive Officers Board of Ultrapar, as well as procedures for appointment and assessment of the respective members.

 

  1. PrincIPLES AND grounds

2.1The Policy is based on the guidelines and provisions set forth in: (i) the Bylaws; (ii) Law 6,404/76; (iii) the Brazilian Corporate Governance Code; (iv) the B3’s Novo Mercado Listing Regulation; and (v) the legislation and regulation in force applicable to the Company.

2.2The Board of Directors and its Committees and Executive Officers Board thereof shall be composed of highly qualified professionals, with proved professional or academic experience, in conformity with the Company’s values and Code of Ethics.

2.3The appointment shall consider complementarity and the time of experience, academic background, available time to perform the duties and diversity. Such criteria shall ensure a wide range of visions, experiences and arguments, in order to undertake the decisions with greater quality and security.

 

  1. PEOPLE Committee

Under the Bylaws, the People Committee shall support the Board of Directors in the nomination process, so that the Company is able to be properly prepared in advance for the succession of these positions and monitor the actions that ensure the adoption of a model for attraction, retention and motivation of the management members with the required qualifications, aligned with the Company’s strategic plans.

 

  1. BOARD OF DIRECTORS

A. Composition Criteria

4.1The Board of Directors shall be composed of, at least, five (5) and, at most, eleven (11) members, elected and subject to removal by the Shareholders’ Meeting, for unified term of office of two (2) years, reelection permitted, under the terms of the Company’s Bylaws.1



1 Pursuant to article 17 of the Bylaws.


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4.2The Board of Directors shall be mandatorily composed of, at least, one third (1/3) or two (2) independent members, whichever is higher, under the terms of the Company’s Bylaws.2

4.2.1When, as a result of compliance with the terms referred to in the caput hereof, the number of directors results in a fraction, such number will be rounded to the immediately higher whole number, as established in the Company’s Bylaws.3

4.2.2The appointment of the independent directors shall comply with the rules and procedures set forth in the Novo Mercado Listing Regulation and the Bylaws, subject to approval at the Shareholders’ Meeting held to elect such independent directors.

4.3The appointment of the Board of Directors’ members shall comply with the following criteria, without prejudice to the legal and regulatory requirements, as well as those set forth in the Bylaws:

(i)comply with the values and culture of the Company and the Company’s Code of Ethics;

(ii)have well-regarded reputation, as set forth in article 147, of Law 6,404/76;

(iii)have educational qualification compatible with the Board of Directors’ duties;

(iv)have professional experience in areas or subjects of interest of the Company;

(v)do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, of Law 6,404/76;

(vi)do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, of Law 6,404/76;

(vii)do not have conflict of interests with the Company and its subsidiaries and associated companies (the conflict of interest with the Company is characterized by the person who, on a cumulative basis: (a) has been elected by any shareholder who has also been elected as a management member of a competitor; and (b) has any subordination relationship with the shareholder who have elected such person), as set forth in article 147, of Law 6,404/76; and

(viii)have available time to properly exercise the position and comply with the assumed responsibility.



2 Pursuant to article 18 of the Bylaws.
3 Pursuant to article 18, paragraph 1, of the Bylaws.


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4.4The proposed reelection of the Board of Directors’ members shall take into account the results from the assessments conducted during the previous terms of office of such members.

 

B. Appointment Procedures

4.5The appointment of the Board of Directors’ slate members to be elected at the Shareholders’ Meeting may be performed by the Board of Directors itself or any other shareholder or group of shareholders, as set forth in Law 6,404/76 and the Bylaws.4

4.6At the date the Shareholders’ Meeting for electing the members of the Board of Directors is called, the Board shall make available at the Company’s headquarters a statement signed by each of the members of the slate of candidates nominated by it, containing: (a) their full identification; (b) a complete description of their professional experience, describing the professional activities previously performed, as well as their professional and academic qualifications; and (c) information about disciplinary and judicial proceedings for which a final judgment was rendered and in which any such members have been convicted, as well as inform, if the case may be, the existence of events of limitations or conflict of interest provided for in Article 147, of Law 6,404/76.5

4.7.Whenever there is a Shareholders’ Meeting for election of directors, the Board shall include, in the respective Management’s proposal, its expression including: (i) confirmation of the adhesion of each candidate to the position of member of the Board to this Policy; and (ii) the reasons, in accordance with the provisions of the Novo Mercado Listing Regulation and the declaration of independence submitted by the candidate, by which the qualification of each applicant as independent director is verified.6

4.8.Pursuant to the Bylaws, the shareholders or group of shareholders desiring to propose another slate of candidates to be elected to the Board of Directors shall, at least five (5) days prior the date of the Shareholders’ Meeting, send to the Board statements individually signed by the candidates nominated by them, containing the information mentioned in item 4.7 above; the Board of Directors shall immediately disclose such information, by notice posted on the Company’s internet website and sent by electronic means to the CVM and the B3 notifying them that the documents with respect to the other slate of candidates are available to the shareholders at the Company’s headquarters.7



4 Pursuant to article 20, paragraph 1, of the Bylaws.
5 Pursuant to article 20, paragraph 2, of the Bylaws.
6 Pursuant to article 15 of the Board of Directors’ Internal Bylaws.
7 As established by article 20, paragraph 3, of the Bylaws.


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4.8.1The Board of Directors shall confirm whether the requirements set forth in items 4.2, 4.3 and 4.8 of this Policy have been complied and, in the case, the names of the candidates shall be voted at the Shareholders’ Meeting.

4.9The other rules on the appointment, election, vacancy and replacements shall comply with the provisions set forth in the Bylaws, Board of Directors’ Internal Bylaws and applicable legislation in force.


  1. Executive OFFICERS board

A. Composition Criteria

5.1Under the terms of the Company’s Bylaws, the Executive Officers Board shall be composed of up to eight Officers, shareholders or not, resident in Brazil, elected by the Board of Directors, without specific designation, except for the Chief Executive Officer and the Investor Relations Officer, whose duties are described in the Bylaws.8

5.2. The Officers’ term of office shall be 2 (two) years, with reelection permitted, and shall continue until each successor is elected.9

5.3The Board of Directors shall appoint for executive positions professionals who are able to combine the interests of the Company, shareholders, managers and employees, in addition to the Company’s social and environmental responsibility, based on the principles of lawfulness and ethics.

5.4The Executive Officers Board’s members shall be appointed in conformity with the following criteria, without prejudice to the legal and regulatory requirements and the provisions set forth in the Bylaws:

(i)comply with the values and culture of the Company and the Company’s Code of Ethics;

(ii)have well-regarded reputation, as set forth in article 147, of Law 6,404/76;

(iii)have educational qualification compatible with the Officer’s duties;



8 Pursuant to article 31 of the Bylaws.
9 Pursuant to article 31, sole paragraph, of the Bylaws.


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(iv)have professional experience compatible with the Officer’s duties;

(v)do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, of Law 6,404/76;

(vi)do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, of Law 6,404/76; and

(vii)do not have any conflict of interest with the Company and its subsidiaries or associated companies, as set forth in article 147, of Law 6,404/76.


5.5The proposed reelection of the Executive Officers Board’s members shall take into account the results from the assessment(s) conducted during the exercise of their activities.

5.6 The positions of Chairman of the Board of Directors and Chief Executive Officer or principal executive of the Company may not be held by the same individual, as provided for on article 138 of Law 6,404/76.

 

B. Nomination Procedure

5.7The appointment of the Executive Board’s members shall be approved by the Board of Directors, supported by the People Committee.

5.8The fulfillment of the requirements set forth in items 5.4 and 5.5 of this Policy shall be verified by the People Committee and, if complied indeed, the name of the candidate shall be voted at the Board of Directors’ meeting and the election shall be conducted as set forth in the applicable legislation in force.

5.9 The contracting of the Company’s and its subsidiaries’ non-statutory Officers shall also comply with the criteria set forth in items 2.3 and 5.4 of this Policy.

 

  1. Advisory Committees

A. Composition Criteria

6.1The Board of Directors shall have mandatorily the following advisory committees:


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a) Audit and Risk Committee;

b) People Committee; and

c) Strategy Committee.

6.1.1. The Board of Directors may establish additional advisory committees10, in conformity with the appointment criteria established in this Policy, including the definition of the guidelines and duties upon installation and indication of the respective members thereof.

6.2The composition of the Committees shall comply with the provisions set forth in the Bylaws, applicable legislation in force and respective Internal Bylaws, in addition to the principles and criteria provided for in items 2.2 and 2.3 of this Policy.

6.3The proposed reelection of the Committees’ members shall consider the results from the assessments conducted during the previous terms of office of such members.

 

B. Nomination Procedure

6.4The members of the Committees and advisory bodies under Ultrapar’s Board of Directors shall be appointed by any director within up to seven days in advance from the meeting held to indicate the composition of the new Committee, when applicable.

6.5The fulfillment of the requirements set forth in items 6.2 and 6.3 of this Policy shall be verified by the Board of Directors and the appointed candidate’s nomination shall be approved by the Board of Directors.

 

  1. aSSESSMENT process

 

A. Board of Directors

7.1In order to ensure the effective dynamics and operation of the Board of Directors and related Committees and advisory bodies thereof, the Company shall conduct a periodical assessment at least once per term of office.

7.2The assessment shall be approved by the Board of Directors and be composed of the assessment of the Board of Directors itself and the related Committees, as well as the individual members, conducted internally or by a specialized company.



10 Pursuant to article 38, paragraph 2, of the Bylaws.

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7.3The purpose of the assessment is to measure the dimensions related to the composition, operation, qualification, dedication and effectiveness, therefore being an essential element in the appointment process set forth in this Policy.

 

B. Executive Officers Board

7.4 The Company’s Chief Executive Officer shall be annually evaluated by the Chairman of the Board of Directors, inclusive with respect to the compliance with the individual and economic goals. The other members of the Statutory Executive Officers Board shall be similarly evaluated by the Chief Executive Officer, which results shall be reported and approved by the People Committee.

7.5The results from the assessments referred to above shall be reported to the Board of Directors.

 

  1. General Provisions

8.1This Policy shall become effective on the date of approval by the Board of Directors and shall solely be modified in conformity with the provisions set forth in the Company’s Bylaws.

8.2This Policy is available for consultation in the Company’s Investor Relations website.

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EXHIBIT I – DEFINITIONS

For the purposes of this Regulation, the terms below shall have the following meanings:

B3: B3 S.A. - Brasil, Bolsa, Balcão

“Company” or “Ultrapar”: Ultrapar Participações S.A.

CVM”: Brazilian Securities and Exchange Commission

Executive Officers Board”: Ultrapar’s Statutory Executive Officers Board

“Bylaws”: Ultrapar’s Bylaws

Novo Mercado Listing Regulation”: is the B3’s Novo Mercado Listing Rules





SIGNATURES

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

Date: November 9, 2022 


ULTRAPAR HOLDING INC.

By: /s/ Rodrigo de Almeida Pizzinatto


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 September 30, 2022 and Report on Review of Interim Financial Information, 3Q22 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 9, 2022 and Corporate Nomination Policy for Members of the Board of Directors, Advisory Committees and Executive Officers Board)