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 May, 2023

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)


 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)


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

 

Form 20-F ____X____                                                         Form 40-F ________

 

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

 

Yes ________                                                                       No ____X____

 

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

 

Yes ________                                                                       No ____X____

 


Ultrapar Participações S.A. and Subsidiaries Graphics


Table of Contents


Statements of financial position 6
Statements of income 8
Statements of comprehensive income 9
Statements of changes in equity 10
Statements of cash flows - indirect method 11
Statements of value added #
1 Operations 14
2 Basis of preparation and presentation of the parent's individual and consolidated interim financial information 16
3 New accounting policies and changes in accounting policies adopted 17
4 Cash and cash equivalents, financial investments and derivative financial instruments 18
5 Trade receivables, reseller financing and other receivables (Consolidated) 19
6 Inventories (Consolidated) 22
7 Recoverable taxes (Consolidated) 22
8 Related parties 24
9 Income and social contribution taxes 29
10 Prepaid expenses (Consolidated) 33
11 Contractual assets with customers - exclusivity rights (Consolidated) 33
12 Investments in subsidiaries, joint ventures and associates 34
13 Right-of-use assets and leases payable (Consolidated) 38
14 Property, plant, and equipment (Consolidated) 41
15 Intangible assets (consolidated) 43
16 Loans, financing, debentures and derivative financial instruments 44
17 Trade payables (consolidated) 48
18 Salaries and related charges (Consolidated) 49
19 Taxes payable (Consolidated) 49
20 Employee benefits and private pension plan (Consolidated) 50
21 Provision for asset retirement obligation (Consolidated) 51
22 Provisions and contingent liabilities (Consolidated) 52
23 Subscription warrants – indemnification 56
24 Equity 56
25 Net revenue from sales and services (Consolidated) 57
26 Costs and expenses by nature 58
27 Gain (loss) on disposal of property, plant and equipment and intangible assets (Consolidated) 58
28 Financial result, net 59
29 Earnings per share (Parent and Consolidated) 60
31 Risks and financial instruments (Consolidated) 64
32 Commitments (Consolidated) 81
33 Business combinations 82
34 Discontinued operations 86
35 Events after the reporting period 87




(Convenience Translation into English from the Original

Previously Issued in Portuguese)


Ultrapar Participações S.A.

Report on Review of Interim Financial Information

for the Three-month Period Ended March 31, 2023






 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

 

 



 






Graphics


Deloitte Touche Tohmatsu

Dr. Chucri Zaidan Avenue, 1.240 -

4th to 12th floors - Golden Tower

04711-130 - São Paulo - SP

Brazil

 

Tel.: + 55 (11) 5186-1000

Fax: + 55 (11) 5181-2911

www.deloitte.com.br

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (“ITR”), for the quarter ended March 31, 2023, which comprises the statements of financial position as at March 31, 2023 and the related statements of income, of comprehensive income, of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the individual and consolidated interim financial information

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



Graphics




Other matters

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added (“DVA”) for the three-month period ended March 31, 2023, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.

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

São Paulo, May 3, 2023


DELOITTE TOUCHE TOHMATSU Daniel Corrêa de Sá
Auditores Independentes Ltda

Engagement Partner


            

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


 

 

Parent

 

Consolidated

 

Note

03/31/2023

 

12/31/2022

 

03/31/2023

 

12/31/2022

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

124,262

 

605,461

 

4,361,814

 

5,621,769

Financial investments and derivative financial instruments

4.b

 

 

258,251

 

520,352

Trade receivables

5.a

 

 

3,749,542

 

4,149,111

Reseller financing

5.b

 

 

516,545

 

559,825

Trade receivables - sale of subsidiaries

5.c

189,423

 

184,754

 

189,423

 

184,754

Inventories

6

 

 

3,782,549

 

4,906,083

Recoverable taxes

7.a

2,012

 

2,012

 

1,498,407

 

1,610,312

Recoverable income and social contribution taxes

7.b

48,372

 

43,080

 

110,945

 

96,134

Dividends receivable

-

4,296

 

147,299

 

4,296

 

4,296

Other receivables

-

66,584

 

101,955

 

162,432

 

174,153

Prepaid expenses

10

5,623

 

5,969

 

173,055

 

123,699

Contract assets with customers - exclusive rights

11

 

 

672,586

 

614,112

Total current assets

 

440,572

 

1,090,530

 

15,479,845

 

18,564,600

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments and derivative financial instruments

4.b

 

 

505,415

 

442,841

Trade receivables

5.a

 

 

57,854

 

61,463

Reseller financing

5.b

 

 

523,012

 

501,522

Trade receivables - sale of subsidiaries

5.c

189,423

 

184,754

 

908,175

 

911,811

Related parties

8.a

4,987

 

 

348

 

Deferred income and social contribution taxes

9.a

157,961

 

150,451

 

947,141

 

898,235

Recoverable taxes

7.a

74

 

74

 

2,234,400

 

2,172,959

Recoverable income and social contribution taxes

7.b

4,456

 

4,321

 

373,861

 

403,383

Escrow deposits

22.a

18

 

18

 

967,716

 

946,383

Indemnification asset - business combination

22.c

 

 

115,734

 

126,558

Other receivables

-

 

 

66,050

 

61,433

Prepaid expenses

10

11,644

 

13,047

 

73,629

 

74,813

Contractual assets with customers - exclusivity rights

11

 

 

1,582,826

 

1,591,479

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

12

11,190,174

 

12,247,087

 

118,315

 

111,384

Right-of-use assets, net

13

6,363

 

6,943

 

1,830,322

 

1,791,377

Property, plant and equipment, net

14

8,505

 

8,373

 

5,955,117

 

5,862,413

Intangible assets, net

15

260,767

 

253,840

 

2,068,275

 

1,918,349

Total non-current assets

 

11,834,372

 

12,868,908

 

18,328,190

 

17,876,403

Total assets

 

12,274,944

 

13,959,438

 

33,808,035

 

36,441,003



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


 

 

Parent

 

Consolidated

 

Note

03/31/2023

 

12/31/2022

 

03/31/2023

 

12/31/2022

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

17.a

27,756

 

46,535

 

2,861,011

 

4,710,952

Trade payables - reverse factoring

17.b

 

 

1,769,651

 

2,666,894

Loans, financing and derivative financial instruments

16

-

 

-

 

1,011,732

 

869,067

Debentures

16

 

1,800,213

 

724,968

 

2,491,610

Salaries and related charges

18

49,201

 

76,357

 

330,689

 

460,906

Taxes payable

19

860

 

1,444

 

201,293

 

192,430

Dividends payable

24

8,259

 

38,936

 

17,967

 

48,525

Income and social contribution taxes payable

 

 

 

162,895

 

315,053

Post-employment benefits

20.b

1,396

 

1,396

 

21,861

 

21,809

Provision for asset retirement obligation

21

 

 

4,881

 

5,063

Provisions for tax, civil and labor risks

22.a

-

 

-

 

66,332

 

22,837

Leases payable

13

1,624

 

1,839

 

281,943

 

225,034

Financial liabilities of customers

 

 

 

193,233

 

154,405

Other payables

 

457

 

274

 

622,501

 

581,667

Total current liabilities

 

89,553

 

1,966,994

 

8,270,957

 

12,766,252

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

16

 

 

6,379,388

 

4,845,393

Debentures

16

 

 

3,684,770

 

3,544,291

Related parties

8.a

2,875

 

2,875

 

3,492

 

3,492

Deferred income and social contribution taxes

9.a

 

 

718

 

299

Post-employment benefits

20.b

1,367

 

1,283

 

194,978

 

193,747

Provision for asset retirement obligation

21

 

 

47,355

 

46,695

Provisions for tax, civil and labor risks

22.a; 22.c

153,706

 

142,283

 

1,066,935

 

1,017,335

Leases payable

13

5,685

 

6,035

 

1,301,217

 

1,298,735

Financial liabilities of customers

 

 

229,937

 

296,181

Subscription warrants - indemnification

23

46,780

 

42,776

 

46,780

 

42,776

Provision for unsecured liabilities of subsidiaries, joint ventures and associates

12

70,582

 

76,646

 

186

 

157

Other payables

12,532

 

11,805

 

211,775

 

210,682

Total non-current liabilities

 

293,527

 

283,703

 

13,167,531

 

11,499,783

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

24.a

5,171,752

 

5,171,752

 

5,171,752

 

5,171,752

Equity instrument granted

24.b

49,079

 

43,987

 

49,079

 

43,987

Capital reserve

600,219

 

599,461

 

600,219

 

599,461

Treasury shares

24.c

(479,674)

 

(479,674)

 

(479,674)

 

(479,674)

Revaluation reserve of subsidiaries

3,931

 

3,975

 

3,931

 

3,975

Profit reserves

6,111,138

 

6,111,136

 

6,111,138

 

6,111,136

Retained earnings

261,970

 

 

261,970

 

Accumulated other comprehensive income

173,449

 

179,974

 

173,449

 

179,974

Additional dividends to the minimum mandatory dividends

 

78,130

 

 

78,130

Equity attributable to:

 

 

 

 

 

 

 

Shareholders of Ultrapar

11,891,864

 

11,708,741

 

11,891,864

 

11,708,741

Non-controlling interests in subsidiaries

 

 

477,683

 

466,227

Total equity

11,891,864

 

11,708,741

 

12,369,547

 

12,174,968

Total liabilities and equity

12,274,944

 

13,959,438

 

33,808,035

 

36,441,003


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



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of income
For the periods ended March 31, 2023 and 2022
(In thousands of Brazilian Reais, except dividends per share)

 

 

 

 

Parent

 

Consolidated

 

Note

 

03/31/2023

 

03/31/2022

 

03/31/2023

 

03/31/2022

Continuing operations

 

 

 

 

 

 

 

 

 

Net revenues from sales and services

25

 

 

 

30,551,753

 

31,503,291

Cost of products sold and services provided

26

 

 

 

(28,839,034)

 

(30,033,612)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

1,712,719

 

1,469,679

 

 

 

 

 

 

 

 

 

 

Operating revenues (expenses)

 

 

 

 

 

 

 

 

 

Selling and marketing

26

 

 

 

(510,968)

 

(502,788)

General and administrative

26

 

(6,087)

 

(6,442)

 

(453,927)

 

(338,202)

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

27

 

 

(20)

 

52,777

 

25,074

Other operating income (expenses), net

26

 

(172)

 

8

 

(133,210)

 

(102,320)

 

 

 

 

 

 

 

 

 

 

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

 

 

(6,259)

 

(6,454)

 

667,391

 

551,443

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

12

 

287,229

 

129,977

 

10,448

 

13,500

Income before financial result and income and social contribution taxes

 

 

280,970

 

123,523

 

677,839

 

564,943

Financial income

28

 

35,092

 

18,062

 

190,447

 

81,344

Financial expenses

28

 

(51,711)

 

(47,091)

 

(502,041)

 

(506,197)

Financial result, net

28

 

(16,619)

 

(29,029)

 

(311,594)

 

(424,853)

Income before income and social contribution taxes

 

 

264,351

 

94,494

 

366,245

 

140,090

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

(9,796)

 

8,814

 

(139,676)

 

(78,474)

Deferred

9.b

 

7,510

 

4,597

 

47,256

 

55,217

 

 

 

(2,286)

 

13,411

 

(92,420)

 

(23,257)

Net income from continuing operations

 

 

262,065

 

107,905

 

273,825

 

116,833

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

344,347

 

 

344,347

Net income for the period

 

 

262,065

 

452,252

 

273,825

 

461,180

Income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

 

 

262,065

 

452,252

 

262,065

 

452,252

Non-controlling interests in subsidiaries

 

 

 

 

11,760

 

8,928

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

29

 

0.2393

 

0.0989

 

0.2393

 

0.0989

Diluted

29

 

0.2372

 

0.0984

 

0.2372

 

0.0984

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

 

 

 

 

 

 

 

 

 

Basic

29

 

 

0.3156

 

 

0.3156

Diluted

29

 

 

0.3139

 

 

0.3139

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

 

 

 

 

 

 

 

 

 

Basic

29

 

0.2393

 

0.4145

 

0.2393

 

0.4145

Diluted

29

 

0.2372

 

0.4123

 

0.2372

 

0.4123

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of comprehensive income
For the periods ended March 31, 2023 and 2022
(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

03/31/2023

 

03/31/2022

 

03/31/2023

 

03/31/2022

Net income for the period, attributable to shareholders of Ultrapar

 

262,065

 

452,252

 

262,065

 

452,252

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

 

 

 

11,760

 

8,928

Net income for the period

 

262,065

 

452,252

 

273,825

 

461,180

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

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

 

(6,525)

 

234,393

 

(6,525)

 

234,497

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

 

 

(216,644)

 

 

(216,644)

Total comprehensive income for the period

 

255,540

 

470,001

 

267,300

 

479,033

Total comprehensive income for the period attributable to shareholders of Ultrapar

 

255,540

 

470,001

 

255,540

 

470,001

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

 

 

 

11,760

 

9,032

 

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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity
For the periods ended March 31, 2023 and 2022

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


 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Cumulative translation adjustments

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interest in subsidiaries

 

Total equity

Balance as of December 31, 2022

 

5,171,752

 

43,987

 

599,461

 

(479,674)

 

3,975

 

882,575

 

5,228,561

 

179,974

 

 

 

78,130

 

11,708,741

 

466,227

 

12,174,968

Net income for the period

 

 

 

 

 

 

 

 

 

 

262,065

 

 

262,065

 

11,760

 

273,825

Other comprehensive income

 

 

 

 

 

 

 

 

(6,525)

 

 

 

 

(6,525)

 

 

(6,525)

Total comprehensive income for the period

-

 

 

 

 

 

 

 

(6,525)

 

 

262,065

 

 

255,540

 

11,760

 

267,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

758

 

 

 

 

 

 

 

 

 

758

 

 

758

Equity instrument granted

8.c; 24.b

 

5,092

 

 

 

 

 

 

 

 

 

 

5,092

 

 

5,092

Purchase of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realization of revaluation reserve of subsidiaries

 

 

 

 

(44)

 

 

 

 

 

(95)

 

 

(139)

 

 

(139)

Shareholder transaction - changes of investments

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

2

Loss due to change in ownership interest

 

 

 

 

 

 

 

 

 

 

 

 

(112)

 

(112)

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends attributable to non-controlling interests

-

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(192)

 

(192)

Approval of additional dividends by the Ordinary General Meeting

 

 

 

 

 

 

 

 

 

 

(78,130)

 

(78,130)

 

 

(78,130)

Balance as of March 31, 2023

 

5,171,752

 

49,079

 

600,219

 

(479,674)

 

3,931

 

882,577

 

5,228,561

 

173,449

 

 

261,970

 

 

11,891,864

 

477,683

 

12,369,547

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Cumulative translation adjustments

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interest in subsidiaries

 

Total equity

Balance as of December 31, 2021

 

5,171,752

 

34,043

 

596,481

 

(488,425)

 

4,154

 

792,533

 

4,073,876

 

(422,138)

 

304,645

 

 

 

10,066,921

 

402,319

 

10,469,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

 

 

 

 

 

452,252

 

 

452,252

 

8,928

 

461,180

Other comprehensive income

 

 

 

 

 

 

 

 

234,393

 

(216,644)

 

 

 

17,749

 

104

 

17,853

Total comprehensive income for the period

12

 

 

 

 

 

 

 

234,393

 

(216,644)

 

452,252

 

 

470,001

 

9,032

 

479,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

651

 

 

 

 

 

 

 

 

 

651

 

 

651

Equity instrument granted

8.c; 24.b

 

4,787

 

 

 

 

 

 

 

 

 

 

4,787

 

 

4,787

Purchase of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(46)

 

 

 

 

 

46

 

 

 

 

Shareholder transaction - changes of investments

 

 

 

 

 

 

 

 

 

 

(121)

 

 

(121)

 

121

 

Capital increase attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

35,046

 

35,046

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,438)

 

(1,438)

Balance as of March 31, 2022

 

5,171,752

 

38,830

 

597,132

 

(488,425)

 

4,108

 

792,533

 

4,073,876

 

(187,745)

 

88,001

 

452,177

 

 

10,542,239

 

445,080

 

10,987,319

  

(i)

Cumulative translation adjustment from discontinued operations. The accumulated effects were reclassified to income as a result of the sale of Oxiteno.

(ii)
Are substantially represented by non-controlling shareholders of Iconic.


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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended March 31, 2023 and 2022
(In thousands of Brazilian Reais)

 

 

 

    Parent   

 

Consolidated

 

Note

03/31/2023

 

03/31/2022

 

03/31/2023

 

03/31/2022

Cash flows from operating activities from continuing operations

 

 

 

 

 

 

 

 

Net income from continuing operations

 

262,065

 

107,905

 

273,825

 

116,833

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

 

 

 

 

 

 

 

 

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

12

(287,229)

 

(129,977)

 

(10,448)

 

(13,500)

Amortization of contractual assets with customers - exclusivity rights

11

-

 

-

 

132,138

 

88,751

Amortization of right-of-use assets

13

588

 

1,696

 

75,290

 

69,428

Depreciation and amortization

14; 15

2,291

 

461

 

196,119

 

177,459

Interest and foreign exchange rate variations

 

42,775

 

28,160

 

337,694

 

181,909

Current and deferred income and social contribution taxes

9.b

2,286

 

(13,411)

 

92,420

 

23,257

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

27

 

20

 

(52,777)

 

(25,074)

Equity instrument granted

 

1,261

 

1,306

 

5,092

 

3,917

Provision for decarbonization - CBIO

26

 

 

152,815

 

126,306

Other provisions and others

 

11,858

 

2,620

 

83,642

 

(10,983)

 

 

35,895

 

(1,220)

 

1,285,810

 

738,303

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

403,105

 

(513,131)

Inventories

6

 

 

1,130,592

 

(324,268)

Recoverable taxes

7

(15,223)

 

2,119

 

(187,308)

 

(60,672)

Dividends received from subsidiaries, joint ventures and associates

 

906,402

 

206,277

 

377

 

Other assets

 

27,783

 

11,811

 

4,030

 

(14,441)

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

17

(18,780)

 

(1,676)

 

(2,764,262)

 

(519,589)

Salaries and related charges

18

(27,156)

 

(17,142)

 

(131,184)

 

(62,524)

Taxes payable

19

(584)

 

(362)

 

7,708

 

22,654

Other liabilities

 

4,911

 

(10,418)

 

(128,476)

 

(39,709)

Acquisition of CBIO

15

 

 

(167,527)

 

(201,853)

Payments of contractual assets with customers - exclusivity rights

11

 

 

(132,442)

 

(124,747)

Income and social contribution taxes paid

22.a

 

 

(31,675)

 

(85,789)

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

 

913,248

 

189,389

 

(711,252)

 

(1,185,766)

Net cash provided by operating activities from discontinued operations

 

 

 

 

2,693

Net cash provided (consumed) by operating activities

 

913,248

 

189,389

 

(711,252)

 

(1,183,073)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

 

77,301

 

302,552

 

888,623

Acquisitions of property, plant and equipment and intangible assets

14; 15

(9,352)

 

(60)

 

(221,017)

 

(210,491)

Cash provided by disposal of investments and assets

 

 

 

149,609

 

33,005

Transactions with discontinued operations

 

 

 

 

996,296

Capital increase in joint ventures

 

 

(15,708)

 

 

(3,000)

Net cash consumed in subsidiaries acquisition

33.b

 

 

(47,456)

 

Net effect of capital decrease and increase in subsidiaries

12

572,004

 

 

 

Net effect of investment purchase and sale transactions and other assets

 

 

 

(38,143)

 

Net cash provided by investing activities from continuing operations

 

562,652

 

61,533

 

145,545

 

1,704,433

Net cash provided by investing activities from discontinued operations

 

 

 

 

231,524

Net cash provided by investing activities

 

562,652

 

61,533

 

145,545

 

1,935,957

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended March 31, 2023 and 2022
(In thousands of Brazilian Reais)


Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

16

 

 

1,708,600

 

Repayments

16

(1,725,000)

 

 

(1,851,741)

 

(4,653)

Interest and derivatives paid

16

(118,181)

 

(70,758)

 

(292,319)

 

(233,102)

Payments of lease

 

 

 

 

 

 

 

 

Principal

13

(727)

 

(2,272)

 

(82,089)

 

(104,623)

Interest paid

13

 

(32)

 

(2,000)

 

(2,246)

Dividends paid

 

(108,615)

 

(184,991)

 

(108,714)

 

(185,423)

Proceeds from financial liabilities of customers

 

 

 

6,782

 

Payments of financial liabilities of customers

 

 

 

(47,417)

 

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

 

 

 

 

21,527

Capital decrease

 

 

 

(26)

 

Related parties

 

(4,576)

 

2,875

 

411

 

24

Net cash consumed by financing activities from

continuing operations

 

(1,957,099)

 

(255,178)

 

(668,513)

 

(508,496)

Net cash consumed by financing activities from

discontinued operations

 

 

 

 

(153,908)

Net cash consumed by financing activities

 

(1,957,099)

 

(255,178)

 

(668,513)

 

(662,404)

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

 

 

 

 

(25,735)

 

(37,720)

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

 

 

 

 

 

(19,315)

Decrease in cash and cash equivalents - continuing operations

 

(481,199)

 

(4,256)

 

(1,259,955)

 

(27,549)

Increase in cash and cash equivalents - discontinued operations

 

 

 

 

60,994

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

4.a

605,461

 

21,533

 

5,621,769

 

2,280,075

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

 

 

 

 

 

387,980

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

4.a

124,262

 

17,277

 

4,361,814

 

2,252,526

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

 

 

 

 

 

448,974

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

134,825

 

187,848

Addition on contractual assets with customers - exclusivity rights

 

 

 

49,821

 

53,826

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

 

411

 

651

 

411

 

651

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

 

 

 

8,514

 


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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of value added
For the periods ended March 31, 2023 and 2022
(In thousands of Brazilian Reais)

 

 

 

Parent

Consolidated

 

Note

03/31/2023

 

03/31/2022

 

03/31/2023

 

03/31/2022

 

Revenues

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

 

 

31,359,944

 

32,767,046

 

Rebates, discounts and returns

 

 

 

(232,384)

 

(340,866)

 

Reversal (loss) allowance for expected credit losses

5

 

 

12,327

 

(14,517)

 

Amortization of contractual assets with customers - exclusivity rights

11

 

 

(132,138)

 

(88,751)

 

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

26; 27

(172)

 

(12)

 

(80,433)

 

(77,246)

 

 

 

(172)

 

(12)

 

30,927,316

 

32,245,666

 

Materials purchased from third parties

 

 

 

 

 

 

 

 

 

Raw materials used

 

 

 

(358,458)

 

(398,630)

 

Cost of products and services sold

 

 

 

(28,534,673)

 

(29,609,206)

 

Materials, energy, third-party services and others

 

48,238

 

51,391

 

(353,584)

 

(572,105)

 

Provision for assets losses

 

 

18

 

7,537

 

2,280

 

 

 

48,238

 

51,409

 

(29,239,178)

 

(30,577,661)

 

Gross value added

 

48,066

 

51,397

 

1,688,138

 

1,668,005

 

Retentions

 

 

 

 

 

 

 

 

 

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

13.a; 14; 15

(2,879)

 

(7,592)

 

(271,409)

 

(246,887)

 

Net value added produced by the Company

 

45,187

 

43,805

 

1,416,729

 

1,421,118

 

Value added received in transfer

 

 

 

 

 

 

 

 

 

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

12

287,229

 

129,977

 

10,448

 

13,500

 

Rents and royalties

 

 

 

76,995

 

68,373

 

Financial income

28

35,092

 

18,062

 

190,447

 

81,344

 

 

 

322,321

 

148,039

 

277,890

 

163,217

 

Value added from continuing operations available for distribution

 

367,508

 

191,844

 

1,694,619

 

1,584,335

 

Value added from discontinued operations available for distribution

 

 

279,356

 

 

689,894

 

Total value added available for distribution

 

367,508

 

471,200

 

1,694,619

 

2,274,229

 

Distribution of value added

 

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

 

Salaries and wages

 

35,729

 

31,780

 

330,697

 

249,424

 

Benefits

 

6,067

 

4,872

 

99,512

 

69,174

 

Government Severance Indemnity Fund for Employees (FGTS)

 

2,357

 

1,823

 

23,754

 

21,076

 

Others

 

925

 

1,623

 

21,075

 

18,316

 

 

 

45,078

 

40,098

 

475,038

 

357,990

 

Taxes, fees, and contributions

 

 

 

 

 

 

 

 

 

Federal

 

11,325

 

(6,070)

 

341,607

 

405,222

 

State

 

 

 

89,825

 

133,619

 

Municipal

 

6

 

688

 

34,704

 

40,188

 

 

 

11,331

 

(5,382)

 

466,136

 

579,029

 

Financial expenses and rents

 

 

 

 

 

 

 

 

 

Interest, exchange variations and financial instruments

 

45,534

 

45,392

 

389,351

 

358,606

 

Rents

 

979

 

2,968

 

33,041

 

10,125

 

Others

 

2,521

 

863

 

57,228

 

161,752

 

 

 

49,034

 

49,223

 

479,620

 

530,483

 

Remuneration of own capital

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

192

 

1,438

 

Interest on capital

 

 

 

 

 

Retained earnings

 

262,065

 

107,905

 

273,633

 

115,395

 

 

 

262,065

 

107,905

 

273,825

 

116,833

 

Value added from continuing operations distributed

 

367,508

 

191,844

 

1,694,619

 

1,584,335

 

Value added from discontinued operations distributed

 

 

279,356

 

 

689,894

 

Value added distributed

 

367,508

 

471,200

 

1,694,619

 

2,274,229

 

 

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

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information

For the periods ended March 31, 2023 and 2022

(In thousands of Brazilian Reais)

 

 

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

 

The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 30.

 

This interim financial information was authorized for issuance by the Board of Directors on May 3, 2023.

 

a. Principles of consolidation and interest in subsidiaries

 

a.1 Principles of consolidation

 

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

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information

For the periods ended March 31, 2023 and 2022

(In thousands of Brazilian Reais)


a.2. Interest in subsidiaries
 

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

 

 

 

 

 

 

% interest in the share capital

 

 

 

 

 

03/31/2023

 

12/31/2022

 

 

 

 

 

Control

 

Control

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ipiranga Produtos de Petróleo S.A.

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Icorban - Correspondente Bancário Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Limited

 

British Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Tropical Transportes Ipiranga Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Imobiliária Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Iconic Lubrificantes S.A.

 

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Imaven Imóveis Ltda.

 

Brazil

Others

 

-

 

100

 

-

 

100

Ultragaz Participações Ltda. (5)

 

Brazil

Ultragaz

 

100

 

-

 

100

 

-

Ultragaz Energia Ltda. (6)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Stella GD Intermediação de Geração Distribuída de Energia Ltda. (5)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A. (4)

 

Brazil

Ultragaz

 

-

 

99

 

-

 

99

   Nova Paraná Distribuidora de Gás Ltda. (1)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

   Bahiana Distribuidora de Gás Ltda. (3)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   LPG International Inc. (3)

 

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

   NEOgás do Brasil Gás Natural Comprimido S.A. (7)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

-

UVC Investimentos Ltda

 

Brazil

Others

 

100

 

-

 

100

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultracargo - Operações Logísticas e Participações Ltda.

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultracargo Vila do Conde Logística Portuária S.A. (2)

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

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

 

Brazil

Others

 

-

 

100

 

-

 

100

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

 

Brazil

Others

 

100

 

-

 

100

 

-

Eaí Clube Automobilista S.A.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultrapar Empreendimentos Ltda.(8)

 

Brazil

Others

 

100

 

-

 

-

 

-


The percentages in the table above are rounded.


(1) Non-operating company in closing phase.
(2) 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.
(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 August 1, 2022, the subsidiary Companhia Ultragaz S.A. (“Ultragaz”) became directly controlled by Ultrapar. In November 2022, Ultragaz became an investee of Ultragaz Participações Ltda.
(5) On September 12, 2022, the Company through its subsidiary Ultragaz Energia Ltda. signed an agreement for the acquisition of all quotas of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”). The closing of the acquisition occurred on October 1, 2022.


Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information

For the periods ended March 31, 2023 and 2022

(In thousands of Brazilian Reais)

  

(6) On November 18, 2022, the name of subsidiary Ultragaz Comercial Ltda. was changed to Ultragaz Energia Ltda.
(7) On November 21, 2022, Ultrapar through its subsidiary Companhia Ultragaz S.A, signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. The transaction was closed on February 1, 2023.
(8) Company established on February 28, 2023 with the purpose of holding interests in other companies.

 

b.Main events that occurred in the period


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

 

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


 

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

 

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

 

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

 

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

 

The Company reviews its judgments, estimates and assumptions on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2022. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2022.

 

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


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



Ultrapar Participações S.A. and Subsidiaries Graphics
Notes to the interim financial information

For the periods ended March 31, 2023 and 2022

(In thousands of Brazilian Reais)


This interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices. This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2022, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements.

 

Therefore, this interim financial information focuses on new activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.


 

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

 

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

 

  1.                New accounting policies and changes in accounting policies adopted

 

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

 

a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/or after January 1, 2023 had no significant impact on the interim financial information for the period ended March 31, 2023:

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

    a.2 Accounting policies not adopted

    The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/or after January 1, 2023 were not adopted on the interim financial information for the period ended March 31, 2023:

    • CPC 50/IFRS 17 – Insurance contracts


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

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

     

    The financial assets were classified based on business model of the Company and its subsidiaries and are disclosed in Note 31.i.

     

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


    a.              Cash and cash equivalents

     

    Cash and cash equivalents are presented as follows:

     

     

    Parent

     

    Consolidated

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

    Cash and banks

     

     

     

     

     

     

     

    In local currency

    703

     

    1,919

     

    121,226

     

    105,986

    In foreign currency

     

     

    5,622

     

    5,811

    Financial investments considered cash equivalents

     

     

     

     

     

     

     

    In local currency

     

     

     

     

     

     

     

    Fixed-income securities

    123,559

     

    603,542

     

    4,136,463

     

    5,204,766

    In foreign currency

     

     

     

     

     

     

     

    Fixed-income securities

     

     

    98,503

     

    305,206

    Total cash and cash equivalents

    124,262

     

    605,461

     

    4,361,814

     

    5,621,769

     

    b. Financial investments and derivative financial instruments
     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    Parent

     

    Consolidated

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

    Financial investments

     

     

     

     

     

     

     

    In local currency

     

     

     

     

     

     

     

    Fixed-income securities and funds

     

    -

     

    110,195

     

    406,683

    Currency and interest rate hedging instruments (a)

     

     

    653,471

     

    556,510

    Total financial investments and derivative financial instruments

     

    -

     

    763,666

     

    963,193

    Current

     

    -

     

    258,251

     

    520,352

    Non-current

     

     

    505,415

     

    442,841

     

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


     

    a. Trade receivables

     

    The breakdown of trade receivables is as follows:

     

     

    03/31/2023

     

    12/31/2022

    Domestic customers

    3,890,615

     

    4,527,167

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

    125

     

    64

    Foreign customers

    249,656

     

    3,401

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

    2,866

     

    2,695

     

    4,143,262

     

    4,533,327

    (-) Allowance for expected credit losses

    (335,866)

     

    (322,753)

    Total

    3,807,396

     

    4,210,574

    Current

    3,749,542

     

    4,149,111

    Non-current

    57,854

     

    61,463

     

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

     

     


     


     


    Past due

     


    Total


    Current


    less than 30 days


    31-60 days


    61-90 days


    91-180 days


    more than 180 days

    03/31/2023


    4,143,262


    3,467,060


    37,510


    28,302


    20,244


    36,551


    553,595

    12/31/2022


    4,533,327


    3,930,178


    20,873


    18,741


    21,482


    46,586


    495,467

     

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

     

     


     


     


    Past due

     


    Total


    Current


    less than 30 days


    31-60 days


    61-90 days


    91-180 days


    more than 180 days

    03/31/2023


    335,866


    18,622


    1,815


    2,388


    1,408


    14,392


    297,241

    12/31/2022


    322,753


    21,425


    1,747


    1,384


    4,913


    15,222


    278,062

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

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

     

    Balance as of December 31, 2022

    322,753

    Additions

    55,766

    Reversals

    (26,806)

    Write-offs

    (15,847)

    Balance as of March 31, 2023

    335,866

     

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

     

    b. Reseller financing

     

    The breakdown of reseller financing is comprised as follows:

     

     

    03/31/2023

     

    12/31/2022

    Reseller financing – Ipiranga

    1,187,404

     

    1,234,634

    (-) Allowance for expected credit losses

    (147,847)

     

    (173,287)

     

    1,039,557

     

    1,061,347

    Current

    516,545

     

    559,825

    Non-current

    523,012

     

    501,522

     

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

     

     


     


     


    Past due



    Total


    Current


    less than 30 days


    31-60 days


    61-90 days


    91-180 days


    more than 180 days

    03/31/2023


    1,187,404


    839,729


    11,705


    5,231


    2,828


    16,628


    311,283

    12/31/2022


    1,234,634


    826,210


    8,944


    3,892


    11,040


    11,943


    372,605

     

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

     

     


     


     


    Past due

     


    Total


    Current


    less than 30 days


    31-60 days


    61-90 days


    91-180 days


    more than 180 days

    03/31/2023


    147,847


    1,202


    1,028


    657


    376


    7,488


    137,096

    12/31/2022


    173,287


    1,327


    483


    1,132


    3,704


    4,937


    161,704



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

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

    Balance as of December 31, 2022

    173,287

    Additions

    5,710

    Reversals

    (30,679)

    Write-offs

    (471)

    Balance as of March 31, 2023

    147,847

     

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

     

    c. Trade receivables - sale of subsidiaries

     

    The breakdown of other receivables is comprised as follows:

     

     

    Parent

     

    Consolidated

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

    Sale of subsidiary Oxiteno:

     

     

     

     

     

     

     

    Receivables from sale of investments (i)

     

     

    762,060

     

    782,655

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

     

     

    (43,308)

     

    (55,598)

    Sale of subsidiary Extrafarma:

     

     

     

     

     

     

     

    Receivables from sale of investments (iii)

    378,846

     

    369,508

     

    378,846

     

    369,508

     

    378,846

     

    369,508

     

    1,097,598

     

    1,096,565

    Current

    189,423

     

    184,754

     

    189,423

     

    184,754

    Non-current

    189,423

     

    184,754

     

    908,175

     

    911,811

     

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

     

    (ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.1741%. The amount as of March 31 includes present value realization and exchange variation of the transaction closing date until March 31, 2023.

     

    (iii) Refers to part of the payment of the Extrafarma sale transaction, which will be paid in two installments of R$ 184,754, maturing in August 2023 and August 2024, monetarily adjusted by the CDI rate + 0.5% p.a. In December 2022, the subsidiary IPP made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Extrafarma to parent Ultrapar.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

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

     

     

    03/31/2023

     

    12/31/2022

    Fuels, lubricants and greases

    2,860,549

     

    3,782,522

    Raw materials

    360,379

     

    380,993

    Liquified petroleum gas - LPG

    105,661

     

    143,516

    Consumable materials and other items for resale

    146,363

     

    125,239

    Purchase for future delivery (1)

    289,774

     

    453,817

    Properties for resale

    19,823

     

    19,996

     

    3,782,549

     

    4,906,083

     

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

     

    Movements in the provision for losses are as follows:

     

    Balance as of December 31, 2022

    21,926

    Reversal of provision for obsolescence and other losses

    (240)

    Reversal of provision for adjustment to realizable value

    (925)

    Balance as of March 31, 2023

    20,761


     

    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”).

     

     

    03/31/2023

     

    12/31/2022

    ICMS - State VAT (a.1)

    1,431,601

     

    1,312,990

    PIS and COFINS - Federal VAT (a.2)

    2,221,313

     

    2,410,736

    Others

    79,893

     

    59,545

    Total

    3,732,807

     

    3,783,271

    Current

    1,498,407

     

    1,610,312

    Non-current

    2,234,400

     

    2,172,959

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

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

     

    The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AM/PM, Tropical and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 1,431,601 (R$ 1,312,990 as of December 31, 2022) 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:

     

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


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


    On May 18, 2022, Provisional Act 1,118/22 amended Supplementary Law 192/22 to eliminate the right to take PIS and Cofins credits on purchases of diesel, LPG and biodiesel by end consumers. With the enactment of said Provisional act, on June 2, 2022, a Direct Unconstitutionality Action 7181 was filed to challenge the provision in MP 1,118/22. On June 21, 2022, the Federal Supreme Court unanimously ratified the decision that considered MP 1,118/22 unconstitutional due to violation of the 90-day principle.


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


    The Company, through its subsidiaries Ipiranga and Ultragaz, has credits in the amount of R$ 776,247 (R$971,373 as of December 31, 2022) from the LC 192/22. The Management estimates the realization of these credits within up to 5 years.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

    b. Recoverable income and social contribution taxes

     

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

     

     

    Consolidated

     

    03/31/2023

     

    12/31/2022

    IRPJ and CSLL

    484,806

     

    499,517

    Current

    110,945

     

    96,134

    Non-current

    373,861

     

    403,383

     


    a. Related parties

     

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

     

    a.1 Parent

     

     

    03/31/2023

     

    Assets

     

    Liabilities

     

    Related parties

     

    Other receivables

     

    Related parties

     

    Other payables

    Ipiranga Produtos de Petróleo S.A.

    -

     

    50,258

     

     

    35

    Cia Ultragaz S.A.

    4,987

     

    9,467

     

    -

     

    133

    Ultracargo Logística S.A.

    -

     

    2,680

     

     

    Eaí Clube Automobilista S.A.

    -

     

    487

     

     

    UVC Investimentos Ltda

    -

     

    30

     

     

    6

    am/pm Comestíveis Ltda.

    -

     

    2,513

     

     

    225

    Iconic Lubrificantes S.A.

    -

     

     

     

    18

    Química da Bahia Indústria e Comércio S.A.

    -

     

     

    2,875

     

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

    -

     

    227

     

     

    8,514

    Other

    -

     

    59

     

     

    591

    Total

    4,987

     

    65,721

     

    2,875

     

    9,522



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

    12/31/2022

     

    03/31/2022

     

    Assets

     

    Liabilities

     

     

     

    Other receivables

     

    Related parties

     

    Other payables

     

    Financial result

    Ipiranga Produtos de Petróleo S.A.

    79,070

     

     

    111

     

    11,410

    Cia Ultragaz S.A.

    15,198

     

     

    28

     

    -

    Ultracargo Logística S.A.

    3,940

     

     

     

    Eaí Clube Automobilista S.A.

    487

     

     

     

    UVC Investimentos Ltda

    21

     

     

     

    am/pm Comestíveis Ltda.

    57

     

     

     

    Iconic Lubrificantes S.A.

    12

     

     

     

    Química da Bahia Indústria e Comércio S.A.

     

    2,875

     

     

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

    4

     

     

    30

     

    Other

    89

     

     

    431

     

    Total

    98,878

     

    2,875

     

    600

     

    11,410

















    a.2 Consolidated


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

     

     

    03/31/2023

     

    03/31/2023

     

    Loan (1)

     

    Commercial transactions

     

    Trading transactions

     

    Liabilities

     

    Receivables

     

    Trade payables

     

    Sales and services provided

     

    Purchases

    Química da Bahia Indústria e Comércio S.A.

    2,875

     

     

     

     

    Refinaria de Petróleo Riograndense S.A.

     

     

    3,740

     

     

    118,194

    União Vopak Armazéns Gerais Ltda.

     

    125

     

     

    200

     

    Latitude Logística Portuária S.A.      

     

     

    29

     

     

    Nordeste Logística I S.A.

     

     

    19

     

     

    Nordeste Logística III S.A.

     

     

    17

     

     

    Navegantes Logistica Portuária S.A.

     

    77

     

     

     

    Chevron (Thailand) Limited (2)

     

     

    10

     

    197

     

    Chevron Latin America Marketing LLC (2)

     

    34

     

     

     

    Chevron Lubricants Oils S.A. (2)

     

     

    51

     

     

    Chevron Marine Products (2)

     

    2,535

     

     

    2,715

     

    Chevron Oronite Brasil Ltda. (2)

     

     

    55,366

     

     

    47,987

    Chevron Products Company  (2)

     

     

    64,327

     

     

    78,377

    Chevron Belgium NV  (2)

     

     

    1,842

     

     

    9,591

    Chevron Petroleum CO Colombia (2)

     

    220

     

     

     

    Chevron Brasil Óleos Básicos Ltda. (2)

     

     

    6

     

     

    Others (1)

    617

     

     

    3

     

     

    Total

    3,492

     

    2,991

     

    125,410

     

    3,112

     

    254,149


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

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

    12/31/2022

    03/31/2022

     

    Loans

     

    Commercial transactions

     

    Trading transactions

     

    Liabilities

     

    Receivables


    Trade payables

     

    Sales and services provided


    Purchases

    Química da Bahia Indústria e Comércio S.A.

    2,875

     

     

     

     

    Refinaria de Petróleo Riograndense S.A.

     

     

    26,062

     

     

    53,888

    União Vopak Armazéns Gerais Ltda.

     

    61

     

     

    196

     

    Latitude Logística Portuária S.A.

     

    3

     

    346

     

     

    Nordeste Logística I S.A.

     

     

    22

     

     

    Nordeste Logística III S.A.

     

     

    17

     

     

    Chevron (Thailand) Limited (2)

     

     

    113

     

     

    776

    Chevron Latin America Marketing LLC (2)

     

    34

     

     

     

    Chevron Lubricants Oils S.A. (2)

     

    403

     

     

    282

     

    Chevron Marine Products (2)

     

    1,950

     

     

    4,193

     

    Chevron Oronite Brasil Ltda. (2)

     

     

    53,912

     

     

    42,202

    Chevron Products Company (2)

     

     

    178,846

     

     

    207,629

    Chevron Belgium NV (2)

     

     

    326

     

     

    931

    Chevron Petroleum CO Colombia (2)

     

    220

     

     

    -

     

    Chevron Brasil Óleos Básicos Ltda. (2)

     

     

     

     

    Chevron Lubricants Lanka PLC (2)

     

    88

     

     

    -

     

    Others (1)

    617

     

     

     

     

    Total

    3,492

     

    2,759

     

    259,644

     

    4,671

     

    305,426


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

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

     

    Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance. In the opinion of the Company’s and its subsidiaries’ Management, transactions with related parties are not subject to settlement risk, therefore, no provision for expected losses on accounts receivable or guarantees are recorded. Guarantees provided by the Company in loans of subsidiaries and associates are mentioned in Note 16.

     

    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.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

    Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. For further details about post-employment benefits see Note 20.b.

     

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

     

     

    03/31/2023

     

    03/31/2022

    Short-term compensation

    13,532

     

    13,748

    Stock compensation

    5,833

     

    3,481

    Post-employment benefits

    794

     

    686

    Total

    20,159

     

    17,915


    c. Deferred stock plan (Consolidated)

     

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

     

    The 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 04, 2016


    2023


    32.72


    9,732

     

    (9,732)

     

    Balance as of March 31, 2023


     


     


    9,732

     

    (9,732)

     

     

    For the three-month period ended March 31, 2023, the amortization of R$ 88 (reversal of R$ 192 in the period ended March 31, 2022) was recognized as general and administrative expense.

     

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

     

    Balance as of December 31, 2022

     

    66,664

    Shares transferred to executives

     

    (66,664)

    Balance as of March 31, 2023

     

     

    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 Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

    The table below summarizes the restricted and performance stock programs:


    Program


    Grant date


    Number of shares granted (Quantity)


    Vesting period


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


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

     

    Accumulated recognized exercisable grant costs (in R$ thousands)

     

    Unrecognized exercisable grant costs (in R$ thousands)

    Restricted


    April 4, 2018


    5,574


    2023


    34.35


    424

     

    (424)

     

    Restricted


    September 19, 2018


    80,000


    2024


    19.58


    2,675

     

    (2,007)

     

    668

    Restricted


    September 24, 2018


    80,000


    2024


    18.40


    2,528

     

    (1,896)

     

    632

    Restricted


    April 3, 2019


    71,096


    2023 and 2024


    23.25


    3,239

     

    (2,931)

     

    308

    Performance


    April 3, 2019


    35,548


    2024


    23.25


    1,599

     

    (1,291)

     

    308

    Restricted


    September 2, 2019


    240,000


    2025


    16.42


    8,010

     

    (5,289)

     

    2,721

    Restricted


    April 1, 2020


    174,090


    2023 to 2025


    12.53


    4,210

     

    (3,330)

     

    880

    Performance


    April 1, 2020


    277,177


    2023 to 2025


    12.53


    6,354

     

    (5,201)

     

    1,153

    Restricted


    September 16, 2020


    300,000


    2026


    23.03


    11,793

     

    (5,078)

     

    6,715

    Restricted


    April 7, 2021


    409,577


    2024


    21.00


    16,382

     

    (10,995)

     

    5,387

    Performance


    April 7, 2021


    452,376


    2024


    21.00


    17,598

     

    (12,210)

     

    5,388

    Restricted


    September 22, 2021


    1,000,000


    2027


    14.17


    24,363

     

    (6,552)

     

    17,811

    Restricted


    April 6, 2022


    785,011


    2025


    14.16


    21,731

     

    (7,325)

     

    14,406

    Performance


    April 6, 2022


    791,730


    2025


    14.16


    21,789

     

    (7,383)

     

    14,406

    Restricted


    September 21, 2022


    2,640,000


    2032


    12.98


    64,048

     

    (3,736)

     

    60,312

    Restricted


    December 7, 2022


    1,500,000


    2032


    13.47


    38,125

     

    (1,271)

     

    36,854

     


    8,842,179


     


     


    244,868

     

    (76,919)

     

    167,949

     

    Balance as of December 31, 2022

     

    8,934,704

    Shares granted during the period

     

    75,356

    Cancellation of granted shares due to termination of executive employment

     

    (158,497)

    Shares transferred (vesting)

     

    (9,384)

    Balance as of March 31, 2023

     

    8,842,179

     

    The Company do not have shares that were not transferred after the period for transfer of ownership of the shares. For the quarter ended March 31, 2023, a general and administrative expense in the amount of R$ 9,735 was recognized in relation to the Plan (R$ 5,208 for the quarter ended March 31, 2022).


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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

     

    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

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

    Assets - deferred income and social contribution taxes on:

     

     

     

     

     

     

     

    Provision for losses with assets

     

     

    47,524

     

    47,436

    Provision for tax, civil and labor risks

    52,260

     

    48,376

     

    249,968

     

    225,585

    Provision for post-employment benefits

    939

     

    911

     

    75,082

     

    74,644

    Provision for differences between cash and accrual basis (i)

     

     

    48,373

     

    63,330

    Goodwill

     

     

    2,974

     

    3,561

    Business combination – tax basis vs. accounting basis of goodwill

     

     

    17,589

     

    17,575

    Provision for asset retirement obligation

     

     

    15,935

     

    15,737

    Provision for suppliers

    3,641

     

    6,090

     

    155,702

     

    132,657

    Provision for profit sharing and bonus

    2,865

     

    14,453

     

    19,101

     

    69,588

    Leases payable

    322

     

    317

     

    63,845

     

    60,484

    Change in fair value of subscription warrants

    10,725

     

    9,224

     

    10,725

     

    9,224

    Provision for deferred revenue

     

     

    7,772

     

    8,121

    Other temporary differences

    6,392

     

    5,575

     

    34,687

     

    43,715

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

    80,817

     

    65,505

     

    325,538

     

    283,238

    Total

    157,961

     

    150,451

     

    1,074,815

     

    1,054,895

    Offset liability balance

     

     

    (127,674)

     

    (156,660)

    Net balances of deferred tax assets

    157,961

     

    150,451

     

    947,141

     

    898,235

    Liabilities - deferred income and social contribution taxes on:

     

     

     

     

     

     

     

    Revaluation of property, plant and equipment

     

     

    382

     

    387

    Leases payable

     

     

     

    171

    Provision for differences between cash and accrual basis (i)

     

     

    17,096

     

    9,389

    Goodwill

     

     

    27,691

     

    27,691

    Business combination - fair value of assets

     

     

    60,739

     

    61,521

    Provision for deferred revenue

     

     

    1

     

    Provision for post-employment benefits

    -

     

    -

     

    2

     

    -

    Other temporary differences

     

     

    22,481

     

    57,800

    Total

     

     

    128,392

     

    156,959

    Offset asset balance

     

     

    (127,674)

     

    (156,660)

    Net balance of deferred tax liabilities

     

     

    718

     

    299

     

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


     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

     

    Parent

     

    Consolidated

    Balance as of Saturdays of December 31, 2022

    150,451

     

    897,936

    Deferred IRPJ and CSLL recognized in income for the year

    7,510

     

    47,256

    Deferred IRPJ and CSLL recognized in other comprehensive income

     

    1,231

    Balance as of March 31, 2023

    157,961

     

    946,423

     

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

     

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

     

     

    Parent

     

    Consolidated

     

    03/31/2023

     

    03/31/2022

     

    03/31/2023

     

    03/31/2022

    Income before taxes

    264,351

     

    94,494

     

    366,245

     

    140,090

    Statutory tax rates - %

    34

     

    34

     

    34

     

    34

    Income and social contribution taxes at the statutory tax rates

    (89,879)

     

    (32,128)

     

    (124,523)

     

    (47,632)

    Adjustment to the statutory income and social contribution taxes:

     

     

     

     

     

     

     

    Nondeductible expenses (i)

    (515)

     

    (7,939)

     

    (2,050)

     

    (8,472)

    Nontaxable revenues (ii)

    65

     

    9,286

     

    23,306

     

    11,344

    Adjustment to estimated income (iii)

     

     

    2,047

     

    2,733

    Unrecorded deferred income and social contribution tax carryforwards (iv)

     

     

    (2,889)

     

    (1,348)

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

    97,658

     

    44,192

     

    3,552

     

    4,592

    Interest on capital

     

     

     

    1

    Other adjustments

    (9,615)

     

     

    (12,640)

     

    (467)

    Income and social contribution taxes before tax incentives

    (2,286)

     

    13,411

     

    (113,197)

     

    (39,249)

    Tax incentives – SUDENE (9.c)

    -

     

     

    20,777

     

    15,992

    Income and social contribution taxes in the statement of income

    (2,286)

     

    13,411

     

    (92,420)

     

    (23,257)

    Current

    (9,796)

     

    8,814

     

    (139,676)

     

    (78,474)

    Deferred

    7,510

     

    4,597

     

    47,256

     

    55,217

    Effective IRPJ and CSLL rates - %

    0.9

     

    (14.2)

     

    25.2

     

    16.6

     

    (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.


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    (iii) Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution losses are calculated on a basis equal to 32% of the operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries.
    (iv) See Note 9.d.


    c. Tax incentives – SUDENE

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

     

    Subsidiary

    Units

    Incentive - %

    Expiration

    Bahiana Distribuidora de Gás Ltda.

    Mataripe base

    75

    2024

     

    Caucaia base

    75

    2025

     

    Juazeiro base

    75

    2026

     

    Aracaju base

    75

    2027

     

    Suape base

    75

    2027

    Ultracargo Logística S.A.

    Aratu Terminal(1)

    75

    2022

     

    Suape Terminal

    75

    2030

     

    Itaqui Terminal

    75

    2030

     

    (1)  In December 2022, an application for renewal of Aratu Terminal concession term for an additional 10 years was filed with SUDENE, once approved, the respective benefit will be retroactive to January 1, 2023.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    d. Taxes losses and negative basis for social contribution carryforwards

     

    As of March 31, 2023, 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:

     

     

    03/31/2023

     

    12/31/2022

    Oil Trading

    95,164

     

    93,627

    Ultrapar (i)

    80,816

     

    65,505

    Abastece aí

    72,810

     

    66,347

    Ipiranga

    40,249

     

    28,894

    Ultracargo Vila do Conde

    31,092

     

    22,313

    Others

    5,407

     

    6,552

     

    325,538

     

    283,238

     

    (i) Include the amount of R$ 30,576 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of March 31, 2023 (R$ 33,663 as of December 31, 2022).

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

     

     

    03/31/2023

     

    12/31/2022

    Integra Frotas

    12,956

     

    12,394

    Millennium

    6,990

     

    6,154

    Others

    2,468

     

    997

     

    22,414

     

    19,545

     

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

     

    The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the levy of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered R$ 133,162 as of March 31, 2023 (R$ 128,420 as of December 31, 2022).


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

     

    03/31/2023

     

    12/31/2022

    Rents

    30,903

     

    26,888

    Advertising and publicity

    50,493

     

    49,426

    Insurance premiums

    46,335

     

    48,584

    Software maintenance

    41,078

     

    26,114

    Employee benefits

    14,487

     

    6,923

    IPVA and IPTU

    8,907

     

    1,195

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

    21,783

     

    18,204

    Other prepaid expenses

    32,698

     

    21,178

     

    246,684

     

    198,512

    Current

    173,055

     

    123,699

    Non-current

    73,629

     

    74,813

     

     

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

     

    Changes are shown below:

     

    Balance as of December 31, 2022

    2,205,591

    Additions

    181,959

    Amortization

    (132,138)

    Balance as of March 31, 2023

    2,255,412

    Current

    672,586

    Non-current

    1,582,826

     



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information
    As of March 31, 2023 and December 31, 2022
    (In thousands of Brazilian Reais)


     

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

     

     

     

     

     

     

    Parent

     

    Equity

    Income (loss) for the period

    Interest in share capital - %

     

    Investments

     

    Share of profit (loss) of subsidiaries and joint ventures

     

     

    03/31/2023

    12/31/2022

     

    03/31/2023

    03/31/2022

    Subsidiaries

     

     

     

     

     

     

     

     

     

    Ultracargo - Operações Logísticas e Participações Ltda.

    1,446,631

    63,768

    100

     

    1,446,631

    1,651,115

     

    63,768

    47,110

    Ipiranga Produtos de Petróleo S.A.

    8,061,555

    28,715

    100

     

    8,061,555

    8,142,013

     

    28,714

    111,825

    Ultrapar International S.A.

    (70,582)

    6,064

    100

     

    (70,582)

    (76,646)

     

    6,064

    (21,773)

    UVC

    37,738

    (2,585)

    100

     

    37,738

    39,123

     

    (2,585)

    (1,966)

    Centro de Conveniências Millennium Ltda.

    9,424

    (2,458)

    100

     

    9,424

    11,883

     

    (2,458)

    (1,647)

    Eaí Clube Automobilista S.A.

    141,126

    (9,710)

    100

     

    141,126

    110,836

     

    (9,710)

    (16,406)

    Ultragaz Participações Ltda.(i)

    1,455,991

    190,738

    100

     

    1,455,991

    2,263,339

     

    190,738

    UVC Investimentos Ltda (iii)

    81

    8

    100

     

    81

    73

     

    8

    Joint ventures

     

     

     

     

     

     

     

     

     

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

    7,019

    (21)

    50

     

    3,510

    3,520

     

    (10)

    Refinaria de Petróleo Riograndense S.A. (iv)

    102,739

    38,248

    33

     

    34,118

    25,185

     

    12,700

    12,834

     

     

     

     

     

     

     

     

     

     

    Total (A)

     

     

     

     

    11,119,592

    12,170,441

     

    287,229

    129,977

    Total provision for equity deficit (B)

     

     

     

     

    (70,582)

    (76,646)

     

     

     

    Total investments (A - B)

     

     

     

     

    11,190,174

    12,247,087

     

     

     

     

    The percentages in the table above are rounded.


    (i) Until July 31, 2022, Ultragaz was a subsidiary of Ipiranga Produtos de Petróleo S.A. On August 1, 2022, the Company acquired a 99% interest in CiaUltragaz. On November 1, 2022, Ultragaz Participações S.A., which became the direct parent of Companhia Ultragaz S.A. and subsidiaries, was established. For further information, see Note 1.a.2
    (ii) The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.
    (iii) On August 1, 2022, Ultrapar acquired the total shares of UVC Investimentos Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
    (iv) Investment considers capital loss balances of R$ 11,176 on March 31, 2023 (R$ 11,356 on December 31, 2022).



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information
    As of March 31, 2023 and December 31, 2022
    (In thousands of Brazilian Reais)


     

     

     

     

     

    Consolidated

     

    Equity

    Profit (loss) for the period

    Interest in share capital - %

     

    Investments

     

    Share of profit (loss) of joint ventures and associates

     

     

    03/31/2023

    12/31/2022

     

    03/31/2023

    03/31/2022

    Joint ventures

     

     

     

     

     

     

     

     

     

    União Vopak – Armazéns Gerais Ltda (1)

    8,960

    (648)

    50

     

    4,480

    4,456

     

    (324)

    (518)

    Refinaria de Petróleo Riograndense S.A. (2)

    102,739

    38,248

    33

     

    34,118

    25,186

     

    12,700

    12,834

    Latitude Logística Portuária S.A. (3)

    15,807

    (265)

    50

     

    7,903

    7,638

     

    266

    354

    Navegantes Logística Portuária S.A. (3)

    65,737

    (4,592)

    33

     

    21,912

    23,250

     

    (1,338)

    (894)

    Nordeste Logística I S.A. (3)

    16,672

    1,765

    33

     

    5,557

    6,340

     

    (783)

    767

    Nordeste Logística II S.A. (3)

    56,795

    (408)

    33

     

    18,932

    19,415

     

    (484)

    (143)

    Nordeste Logística III S.A. (3)

    51,231

    1,151

    33

     

    17,077

    17,038

     

    40

    (13)

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

    7,019

    (21)

    50

     

    3,510

    3,520

     

    (11)

    Associates

     

     

     

     

     

     

     

     

     

    Transportadora Sulbrasileira de Gás S.A.  (4)

    17,156

    1,644

    25

     

    4,289

    3,898

     

    391

    1,121

    Metalúrgica Plus S.A. (5)

    (558)

    (87)

    33

     

    (186)

    (157)

     

    (29)

    (27)

    Plenogás Distribuidora de Gás S.A. (5)

    1,527

    60

    33

     

    509

    615

     

    20

    19

    Other investments

     

    28

    28

     

     

     

     

     

     

     

     

     

     

     

    Total (A)

     

     

     

     

    118,129

    111,227

     

    10,448

    13,500

    Total provision for equity deficit (B)

     

     

     

     

    (186)

    (157)

     

     

     

    Total investments (A - B)

     

     

     

     

    118,315

    111,384

     

     

     

     

    The percentages in the table above are rounded.


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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information
    As of March 31, 2023 and December 31, 2022
    (In thousands of Brazilian Reais)


    (1) The subsidiary Ultracargo Logística holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage at the port of Paranaguá.
    (2) The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
    (3) The subsidiary IPP participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), it participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), it holds an interest in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).
    (4) The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
    (5) The subsidiary CiaUltragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended.


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

     

     

    Parent

     

    Consolidated

     

    Subsidiaries

     

    Joint ventures

     

    Total

     

    Joint ventures

     

    Associates

     

    Total

    Balance as of December 31, 2022 (i)

    12,141,736

     

    28,705

     

    12,170,441

     

    106,843

     

    4,384

     

    111,227

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

    274,539

     

    12,690

     

    287,229

     

    10,066

     

    382

     

    10,448

    Dividends

    (763,590)

     

     

    (763,590)

     

     

    (126)

     

    (126)

    Equity instrument granted

    3,831

     

     

    3,831

     

     

     

    Valuation adjustments

    (2,600)

     

    (3,767)

     

    (6,367)

     

    (3,767)

     

     

    (3,767)

    Capital increase in cash

    41,200

     

     

    41,200

     

     

     

    Shareholder transactions - changes of interest

    52

     

     

    52

     

     

     

    Capital decrease

    (613,204)

     

     

    (613,204)

     

     

     

    Other movements

    -

     

    -

     

    -

     

    347

     

    -

     

    347

    Balance as of March 31, 2023 (i)

    11,081,964

     

    37,628

     

    11,119,592

     

    113,489

     

    4,640

     

    118,129

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information
    As of March 31, 2023 and December 31, 2022
    (In thousands of Brazilian Reais)


     

    Parent

     

    Consolidated

     

    Subsidiaries

     

    Joint ventures

     

    Total

     

    Joint ventures

     

    Associates

     

    Total

    Balance as of December 31, 2021 (i)

    8,247,649

     

    4,548

     

    8,252,197

     

    71,389

     

    7,204

     

    78,593

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

    1,286,253

     

    26,098

     

    1,312,351

     

    9,397

     

    2,784

     

    12,181

    Dividends

    (352,993)

     

    (4,296)

     

    (357,289)

     

    (4,298)

     

    (2,076)

     

    (6,374)

    Equity instrument granted

    14,195

     

     

    14,195

     

     

     

    Valuation adjustments

    1,798

     

    267

     

    2,065

     

    267

     

     

    267

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

    288

     

    (1,440)

     

    (1,152)

     

    (1,440)

     

     

    (1,440)

    Capital increase in cash

    369,021

     

     

    369,021

     

    28,000

     

     

    28,000

    Shareholder transactions - changes of interest

    910

     

    3,528

     

    4,438

     

    3,528

     

    (3,528)

     

    Redemption of shares Ultragaz

    (23,065)

     

     

    (23,065)

     

     

     

    Acquisition of Cia Ultragaz

    1,823,105

     

     

    1,823,105

     

     

     

    Acquisition of UVC Investimentos

    (129)

     

     

    (129)

     

     

     

    Movements in discontinued operations

    774,704

     

     

    774,704

     

     

     

    Balance as of December 31, 2022 (i)

    12,141,736

     

    28,705

     

    12,170,441

     

    106,843

     

    4,384

     

    111,227

     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

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

     

    1. Right-of-use assets
    • Consolidated

     

    Weighted average useful life (years)

    Balance as of 12/31/2022

     

    Additions and remeasurement

     

    Write-offs

     

    Transfers (i)

     

    Amortization

     

    Acquisition of subsidiary

     

    Balance as of 3/31/2023

    Cost:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Real estate

    10

    2,019,898

     

    76,978

     

    (37,421)

     

     

     

    4,274

     

    2,063,729

    Port areas

    29

    311,174

     

     

     

     

     

     

    311,174

    Vehicles

    4

    186,455

     

    47,144

     

    (22,239)

     

     

     

    614

     

    211,974

    Equipment

    5

    26,345

     

    168

     

     

     

     

    996

     

    27,509

    Others

    20

    27,846

     

     

     

     

     

     

    27,846

     

     

    2,571,718

     

    124,290

     

    (59,660)

     

     

     

    5,884

     

    2,642,232

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Accumulated amortization:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Real estate

     

    (634,688)

     

     

    23,611

     

    (1,042)

     

    (56,483)

     

    (393)

     

    (668,995)

    Port areas

     

    (36,773)

     

     

     

     

    (1,912)

     

     

    (38,685)

    Vehicles

     

    (83,902)

     

     

    21,919

     

     

    (15,759)

     

    (217)

     

    (77,959)

    Equipment

     

    (2,850)

     

     

     

     

    (251)

     

    (157)

     

    (3,258)

    Others

     

    (22,128)

     

     

     

     

    (885)

     

     

    (23,013)

     

     

    (780,341)

     

     

    45,530

     

    (1,042)

     

    (75,290)

     

    (767)

     

    (811,910)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net amount

     

    1,791,377

     

    124,290

     

    (14,130)

     

    (1,042)

     

    (75,290)

     

    5,117

     

    1,830,322

     

    (i) Refers to R$ 1,042 transferred to property, plant and equipment.


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    b. Leases payable

     

    The changes in leases payable are shown below:

     

    Balance as of December 31, 2022

    1,523,769

    Interest accrued

    35,838

    Payments of leases

    (82,089)

    Interest payment

    (2,000)

    Additions and remeasurement

    134,825

    Write-offs

    (32,374)

    Acquisition of subsidiary

    5,191

    Balance as of March 31, 2023

    1,583,160

     

     

    Current

    281,943

    Non-current

    1,301,217

     

    The undiscounted future cash outflows are presented below:

     

     

    03/31/2023

     

    12/31/2022

    Up to 1 year

    402,974

     

    343,792

    1 to 2 years

    338,309

     

    319,284

    2 to 3 years

    256,063

     

    277,318

    3 to 4 years

    207,685

     

    201,227

    4 to 5 years

    174,222

     

    173,229

    More than 5 years

    1,077,947

     

    1,089,255

    Total

    2,457,200

     

    2,404,105

     

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

     

    b.1. Discount rates

     

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

     

    Contracts by maturity date and discount rate

    Maturity dates of the contracts

    Discount rate (% p.a.)

    From 1 to 5 years

    8.89%

    From 6 to 10 years

    8.04%

    From 11 to 15 years

    9.75%

    More than 15 years

    10.03%



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

    The effects of inflation for the period ended March 31, 2023 are as follows:

     

    Right-of-use asset, net

     

    Nominal base

    1,830,322

    Inflated base

    2,157,279

     

    17.9%

     

     

    Leases payable

     

    Nominal base

    1,583,160

    Inflated base

    1,910,115

     

    20.7%

     

     

    Finance expenses

     

    Nominal base

    35,838

    Inflated base

    42,070

     

    17.4%

     

     

    Amortization expense

     

    Nominal base

    75,290

    Inflated base

    86,219

     

    14.5%

     

    The possible rights of PIS and COFINS on payments of leases, calculated with basis on 9.25% tax according to the Brazilian tax legislation for the period ended March 31, 2023 are presented below:

     

     

    Potential right of recoverable PIS and COFINS

    Cash flow at present value

    146,442

    Nominal cash flow

    227,291


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

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

     

     

    Weighted average useful life (years)

    Balance as of 12/31/2022

     

    Additions

     

    Depreciation

     

    Transfers (i)

     

    Write-offs

     

    Acquisition of subsidiaries

     

    Balance as of 03/31/2023

     

    Cost:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Land

     

    619,116

     

    1,171

     

     

    -

     

    (10,087)

     

    36

     

    610,236

     

    Buildings

    32

    1,532,506

     

    14,874

     

     

    25,736

     

    (9,296)

     

    891

     

    1,564,711

     

    Leasehold improvements

    11

    1,169,326

     

    5,543

     

     

    22,499

     

    (4,108)

     

    4,551

     

    1,197,811

     

    Machinery and equipment

    11

    3,186,759

     

    27,331

     

     

    19,628

     

    (783)

     

    103,156

     

    3,336,091

     

    Automotive fuel/lubricant distribution equipment and facilities

    13

    3,213,123

     

    25,687

     

     

    23,594

     

    (17,380)

     

     

    3,245,024

     

    LPG tanks and bottles

    9

    920,287

     

    39,224

     

     

    -

     

    (8,589)

     

     

    950,922

     

    Vehicles

    8

    325,094

     

    1,952

     

     

    702

     

    (163)

     

    1,062

     

    328,647

     

    Furniture and fixtures

    8

    201,708

     

    2,296

     

     

    337

     

    (170)

     

    1,004

     

    205,175

     

    IT equipment

    4

    303,023

     

    3,377

     

     

    (406)

     

    (7,339)

     

    1,486

     

    300,141

     

    Construction in progress

     

    694,726

     

    68,890

     

     

    (93,937)

     

    -

     

    5,054

     

    674,733

     

    Advances to suppliers

     

    18,139

     

    988

     

     

    157

     

    -

     

    180

     

    19,464

     

    Imports in progress

     

    902

     

    -

     

     

    -

     

    -

     

     

    902

     

     

     

    12,184,709

     

    191,333

     

     

    (1,690)

     

    (57,915)

     

    117,420

     

    12,433,857

     

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    Balance as of 12/31/2022

     

    Additions

     

    Depreciation

     

    Transfers (i)

     

    Write-offs

     

    Acquisition of subsidiaries

     

    Balance as of 3/31/2023

     

    Accumulated depreciation:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Buildings

    (591,812)

     

     

    (10,972)

     

    -

     

    6,139

     

    (438)

     

    (597,083)

     

    Leasehold improvements

    (618,256)

     

     

    (17,382)

     

    -

     

    3,293

     

    (1,047)

     

    (633,392)

     

    Machinery and equipment

    (1,926,954)

     

     

    (45,944)

     

    -

     

    307

     

    (39,612)

     

    (2,012,203)

     

    Automotive fuel/lubricant distribution equipment and facilities

    (2,113,657)

     

     

    (41,003)

     

    (1)

     

    13,795

     

     

    (2,140,866)

     

    LPG tanks and bottles

    (557,260)

     

     

    (19,357)

     

    -

     

    7,241

     

     

    (569,376)

     

    Vehicles

    (154,177)

     

     

    (6,603)

     

    -

     

    73

     

    (254)

     

    (160,961)

     

    Furniture and fixtures

    (118,438)

     

     

    (3,358)

     

    1

     

    37

     

    (633)

     

    (122,391)

     

    IT equipment

    (239,978)

     

     

    (5,896)

     

    -

     

    6,279

     

    (1,109)

     

    (240,704)

     

     

    (6,320,532)

     

     

    (150,515)

     

     

    37,164

     

    (43,093)

     

    (6,476,976)

     

    Provision for impairment losses:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Land

    (146)

     

     

     

     

    -

     

     

    (146)

     

    Leasehold improvements

    (30)

     

     

     

     

    -

     

     

    (30)

     

    Machinery and equipment

    (1,566)

     

     

     

     

    -

     

     

    (1,566)

     

    Automotive fuel/lubricant distribution equipment and facilities

    (22)

     

     

     

     

    -

     

     

    (22)

     

     

    (1,764)

     

     

     

     

     

     

    (1,764)

     

    Net amount

    5,862,413

     

    191,333

     

    (150,515)

     

    (1,690)

     

    (20,751)

     

    74,327

     

    5,955,117

     

     

    (i) Refers to R$ 2,732 transferred to intangible assets and R$ 1,042 transferred from right-of-use assets.

     

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

     

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


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    Balances and changes in intangible assets are as follows:

     

     

    Weighted average useful life (years)

    Balance as of 12/31/2022

     

    Additions

     

    Amortizations

     

    Transfers

     

    Write-offs

     

    Exchange rate variation

     

    Acquisition of subsidiary

     

    Balance as of 3/31/2023

    Cost:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Goodwill (a)

     

    917,775

     

    78,091

     

     

     

     

     

     

     

    995,866

    Software (b)

    5

    1,299,088

     

    49,104

     

     

    2,732

     

    (114,200)

     

    -

     

    1,709

     

    1,238,433

    Distribution rights

    12

    114,593

     

     

     

     

     

     

     

    114,593

    Brands (c)

     

    65,647

     

     

     

     

     

    (1,703)

     

    -

     

    63,944

    Trademark rights (c)

    39

    114,792

     

     

     

     

     

     

    -

     

    114,792

    Others (d)

    10

    177

     

     

     

     

     

    -

     

    6,973

     

    7,150

    Decarbonization credits (CBIO) (e)

     

    232,305

     

    167,527

     

     

     

    (96,395)

     

     

    -

     

    303,437

     

     

    2,744,377

     

    294,722

     

     

    2,732

     

    (210,595)

     

    (1,703)

     

    8,682

     

    2,838,215

    Accumulated amortization:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Software

     

    (708,659)

     

     

    (44,642)

     

     

    106,662

     

    -

     

    (3,443)

     

    (650,082)

    Distribution rights

     

    (102,037)

     

     

    (219)

     

     

     

     

     

    (102,256)

    Trademark rights

     

    (14,930)

     

     

    (734)

     

     

     

     

     

    (15,664)

    Others

     

    (402)

     

     

    (8)

     

     

     

    -

     

    (1,528)

     

    (1,938)

     

     

    (826,028)

     

     

    (45,603)

     

     

    106,662

     

    -

     

    (4,971)

     

    (769,940)

    Net amount

     

    1,918,349

     

    294,722

     

    (45,603)

     

    2,732

     

    (103,933)

     

    (1,703)

     

    3,711

     

    2,068,275

     

    (i) Refers to R$ 2,732 transferred from property, plant and equipment.

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    a. Goodwill

     

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

     

     

    Segment

    03/31/2023

     

    12/31/2022

    Goodwill on the acquisition of:

     

     

     

     

    Ipiranga (i)

    Ipiranga

    276,724

     

    276,724

    União Terminais

    Ultracargo

    211,089

     

    211,089

    Texaco

    Ipiranga

    177,759

     

    177,759

    Iconic (CBLSA)

    Ipiranga

    69,807

     

    69,807

    Temmar

    Ultracargo

    43,781

     

    43,781

    DNP

    Ipiranga

    24,736

     

    24,736

    Repsol

    Ultragaz

    13,403

     

    13,403

    Neogás (ii)

    Ultragaz

    78,091

     

    Stella (ii)

    Ultragaz

    99,679

     

    99,679

    TEAS

    Ultracargo

    797

     

    797

     

     

    995,866

     

    917,775

     

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

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

     

    The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the three-month period ended March 31, 2023, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible assets.


     

    a. Composition

    • Parent

    Description

    03/31/2023

     

    12/31/2022

     

    Index/Currency

    Weighted average financial charges 2023

    Maturity

    Brazilian Reais:

     

     

     

     

     

     

     

    Debentures - 6th issuance

     

    1,800,213

     

    DI

    105.3%

    2023

    Total

     

    1,800,213

     

     

     

     

    Current

     

    1,800,213

     

     

     

     

    Non-current

     

     

     

     

     



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)
    •                   Consolidated:

     

    03/31/2023

     

    12/31/2022

     

    Index/Currency

    Weighted average financial charges 2023

    Maturity

    Foreign currency:

     

     

     

     

     

     

     

    Notes in the foreign market

    3,923,886

     

    3,973,816

     

    USD

    5.3%

    2026 and 2029

    Foreign loan

    1,664,701

     

    1,161,798

     

    USD

    4.4%

    2023 and 2025

    Foreign loan

    126,476

     

    54,542

     

    EUR

    4.4%

    2024

    Foreign loan

    487,727

     

     

    JPY

    1.3%

    2025

    Total in foreign currency

    6,202,790

     

    5,190,156

     

     

     

     

    Brazilian Reais:

     

     

     

     

     

     

     

    Debentures – CRA

    681,972

     

    660,485

     

    DI

    97.5%

    2023

    Debentures - 6th issuance

     

    1,800,213

     

    DI

    105.3%

    2023

    Debentures – CRA

    3,143,514

     

    3,011,462

     

    IPCA

    5.1%

    2024 and 2032

    Debentures – Ipiranga

     

     

    DI

    -

    -

    Debentures - Ultracargo Logística and Tequimar Vila do Conde

    499,450

     

    482,185

     

    IPCA

    4.1%

    2028

    FINAME

    1,109

     

     

    DI

    3.2%

    2027

    Debentures – Ultracargo Logística

    84,801

     

    81,548

     

    R$

    6.5%

    2024

    CCB (e)

    500,278

     

     

    DI

    109.4%

    2025

    CCB (e)

    5,378

     

     

    CDI

    6.4%

    2023 and 2025

    FINEP

    1,749

     

     

    TLP (1)

    1.0%

    2026

    Total in Brazilian Reais

    4,918,251

     

    6,035,893

     

     

     

     

    Total in foreign currency and Brazilian Reais

    11,121,041

     

    11,226,049

     

     

     

     

    Currency and interest rate hedging instruments (*)

    679,817

     

    524,312

     

     

     

     

    Total

    11,800,858

     

    11,750,361

     

     

     

     

    Current

    1,736,700

     

    3,360,677

     

     

     

     

    Non-current

    10,064,158

     

    8,389,684

     

     

     

     

     

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


    1)  TJLP (Long-term Interest Rate) = set by the National Monetary Council, the TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On March 31, 2023, TJLP was fixed at 7.20% p.a.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

     

    Parent

     

    Consolidated

    Balance as of December 31, 2022

    1,800,213

     

    11,750,361

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

     

    1,708,600

    Interest accrued

    42,968

     

    189,253

    Principal payment (d)

    (1,725,000)

     

    (1,851,741)

    Interest payment

    (118,181)

     

    (192,313)

    Acquired company balance

     

    93,991

    Monetary and exchange rate variation

     

    (100,431)

    Change in fair value

     

    47,633

    Hedge result

     

    155,505

    Balance as of March 31, 2023

     

    11,800,858

     

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

     

     

     

    Consolidated

     

     

    03/31/2023

     

    12/31/2022

    From 1 to 2 years

     

    1,938,076

     

    817,898

    From 2 to 3 years

     

    1,302,845

     

    782,965

    From 3 to 4 years

     

    2,263,813

     

    2,268,647

    From 4 to 5 years

     

    495,300

     

    More than 5 years

     

    4,064,124

     

    4,520,174

     

     

    10,064,158

     

    8,389,684

     

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

     

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

    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 12/31/2022

     

    Payments

     

    Balance as of 3/31/2023

    Debentures

    0.2

     

    68,168

     

    (3,731)

     

    64,437

    Notes in the foreign market

    0.1

     

    12,405

     

    (564)

     

    11,841

    Banco do Brasil

     

     

     

    Total

     

     

    80,573

     

    (4,295)

     

    76,278

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    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

    13,586

     

    9,886

     

    9,404

     

    9,281

     

    9,277

     

    13,003

     

    64,437

    Notes in the foreign market

    2,296

     

    2,292

     

    2,294

     

    1,869

     

    1,416

     

    1,674

     

    11,841

    Total

    15,882

     

    12,178

     

    11,698

     

    11,150

     

    10,693

     

    14,677

     

    76,278

    c. Guarantees

     

    The financing does not have collateral as of March 31, 2023 and December 31, 2022 and has guarantees and promissory notes in the amount of R$ 10,938,903 as of March 31, 2023 (R$ 9,371,295 as of December 31, 2022).

     

    The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 116,853 as of March 31, 2023 (R$ 115,451 as of December 31, 2022).              

     

    d. Foreign loans

     

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

     

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

     

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

     

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

     

    The companies designated these hedging instruments as a fair value hedge (see Note 31.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss. The foreign loans are secured by the Company.

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    The foreign loans have the maturity distributed as follows:

     

    Maturity

    EUR

     

    USD

     

    JPY

     

     

    R$

     

    Cost in % of DI

    Charges (1)

    259

     

    285

     

    5,759

     

     

    3,100

     

     

    Sept/2023

     

    59,023

     

    -

     

     

    299,858

     

    105.0%

    Sept/2023

     

    63,936

     

    -

     

     

    324,821

     

    104.8%

    Apr/2024

     

    9,679

     

    -

     

     

    49,175

     

    116.0%

    Jul/2024

     

    98,708

     

    -

     

     

    501,478

     

    110.0%

    Jan/2024

    22,635

     

     

    -

     

     

    125,045

     

    111.9%

    Mar/2025

     

     

    12,738,610

     

     

    487,507

     

    109.4%

    Sept/2025

     

    96,040

     

    -

     

     

    487,920

     

    108.5%

    Total / weighted average cost

    22,894

     

    327,671

     

    12,744,369

     

     

    2,278,904

     

    108.6%

     

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

    e. Bank credit notes

     

    On March 30, 2023, the parent IPP raised a bank credit note backed by importing operations in the amount of R$ 500,000, with financial charges of 109.40% of the DI and due date on April 2, 2025.


     

    a. Trade payables

     

     

    03/31/2023

     

    12/31/2022

    Domestic suppliers

    1,877,311

     

    2,777,021

    Foreign suppliers

    858,290

     

    1,674,287

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

    125,410

     

    259,644

     

    2,861,011

     

    4,710,952

     

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

     

    b. Trade payables - reverse factoring

     

     

    03/31/2023

     

    12/31/2022

    Domestic suppliers - reverse factoring

    1,769,651

     

    2,429,497

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

     

    Foreign suppliers - reverse factoring

     

    237,397

     

    1,769,651

     

    2,666,894

     

    Some subsidiaries of the Company entered into agreements with financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier and receives, on the maturity date, the amount payable by the subsidiaries of the Company without incidence of interest. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. The transactions are presented in operating activities in the statement of cash flows.




    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

     

    03/31/2023

     

    12/31/2022

     

    Provisions on salaries

    165,896

     

    181,755

     

    Profit sharing, bonus and premium

    56,628

     

    205,273

     

    Social charges

    104,433

     

    70,785

     

    Others

    3,732

     

    3,093

     

     

    330,689

     

    460,906

     

     

     

     

    3/31/2023

     

    12/31/2022

    ICMS (State VAT)

    147,556

     

    131,587

    IPI (Federal VAT)

    2,069

     

    4,553

    PIS and COFINS (State VAT)

    8,336

     

    14,470

    ISS (Municipal VAT)

    24,591

     

    23,610

    Others

    18,741

     

    18,210

     

    201,293

     

    192,430


    49


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)



    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$ 21,783 (R$ 18,204 as of December 31, 2022) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 89 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 three-month period ended March 31, 2023, the subsidiaries contributed R$ 5,554 to Ultraprev (R$ 3,864 in the three-month period ended March 31, 2022).

     

    The total number of participating employees as of March 31, 2023 was 4,097 active participants and 284 retired participants (4,097 active participants and 286 retired participants as of December 31, 2022). In addition, Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.

     

    b. Post-employment benefits (Consolidated)

     

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

     

    The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of March 31, 2023.

     

     

    03/31/2023

     

    12/31/2022

     

     

     

     

    Health and dental care plan (1)

    165,115

     

    164,428

    Indemnification of FGTS

    36,893

     

    36,357

    Seniority bonus

    1,930

     

    2,156

    Life insurance (1)

    12,901

     

    12,615

    Total

    216,839

     

    215,556

     

     

     

     

    Current

    21,861

     

    21,809

    Non-current

    194,978

     

    193,747

     

    (1)     Applicable to IPP, Tropical and Iconic.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

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

     

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

     

    Balance as of December 31, 2022

    51,758

    Additions (new tanks)

    108

    Expenditure with tanks removed

    (660)

    Accretion expense

    1,030

    Balance as of March 31, 2023

    52,236

    Current

    4,881

    Non-current

    47,355

     

    51


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

    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.

     

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

     

    Provisions

    Balance as of 12/31/2022

     

    Additions

     

    Reversals

     

    Payments

     

    Interest

     

    Acquisition of investment

     

    Balance as of 3/31/2023

    IRPJ and CSLL (a.1)

    559,217

     

    2,714

     

    (1,842)

     

     

    18,276

     

     

    578,365

    Tax (c)

    68,434

     

    950

     

    (16,859)

     

    (65)

     

    4,289

     

    979

     

    57,728

    Civil, environmental and regulatory claims (a.2)

    93,416

     

    59,222

     

    (9,481)

     

    (2,334)

     

     

    458

     

    141,281

    Labor litigation (a.3)

    73,172

     

    6,870

     

    (365)

     

    (3,772)

     

    130

     

     

    76,035

    Provision for indemnities (a.4)

    150,820

     

    12,723

     

     

     

     

     

    163,543

    Others

    95,113

     

    12,912

     

     

     

    8,290

     

     

    116,315

    Total

    1,040,172

     

    95,391

     

    (28,547)

     

    (6,171)

     

    30,985

     

    1,437

     

    1,133,267

    Current

    22,837

     

     

     

     

     

     

     

     

     

     

     

    66,332

    Non-current

    1,017,335

     

     

     

     

     

     

     

     

     

     

     

    1,066,935

     

    Balances of escrow deposits are as follows:

     

     

    03/31/2023

     

    12/31/2022

    Tax

    807,003

     

    790,979

    Labor

    43,312

     

    42,624

    Civil and others

    117,401

     

    112,780

     

    967,716

     

    946,383

     

    In the three-month period ended March 31, 2023, the monetary adjustment on escrow deposits amounted to R$ 19,445, recorded with a corresponding entry to financial income in the statement of income.

     



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    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$ 577,372 as of March 31, 2023 (R$ 569,415 as of December 31, 2022). On July 18, 2014, a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention, which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts - Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trials are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.

     

    a.2 Provisions for civil, environmental and regulatory risks

     

    The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former service providers, and indemnities, as well as proceedings related to environmental and regulatory issues in the amount of R$ 141,740 as of March 31, 2023 (R$ 93,416 as of December 31, 2022).

     

    a.3 Provision for labor matters

     

    The Company and its subsidiaries maintain provisions of R$ 76,035 as of March 31, 2023 (R$ 73,358 as of December 31, 2022) 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$ 151,117 was recorded, R$ 89,649 of which related to labor claims, R$ 17,575 to civil claims and R$ 43,892 to tax claims, which may be reimbursed to Indorama, in the event of materialization of such losses.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary IPP, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 12,425 was recorded, R$ 7,054 of which related to labor claims, R$ 508 to civil claims and R$ 4,863 to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.

     

    b. Contingent liabilities (possible)

     

    The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of its external legal advisors and based on these assessments, these claims were not provided for in the interim financial information. The estimated amount of this contingency is R$ 3,854,063 as of March 31, 2023 (R$ 3,601,865 as of December 31, 2022).

     

    b.1 Contingent liabilities for tax and social security matters

     

    The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 2,851,412 as of March 31, 2023 (R$ 2,656,479 as of December 31, 2022), mainly represented by:

     

    b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products, which are subsequently sold, are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 181,723 as of March 31, 2023 (R$ 182,446 as of December 31, 2022).

     

    b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,424,854 as of March 31, 2023 (R$ 1,376,199 as of December 31, 2022). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 218,905 as of March 31, 2023 (R$ 201,408 as of December 31, 2022), of which R$ 186,106 as of March 31, 2023 (R$ 178,825 as of December 31, 2022) refer to alleged non-payment of the tax; from conditioned fruition of tax incentive in the amount of R$ 196,893 as of March 31, 2023 (R$ 193,785 as of December 31, 2022); of inventory differences in the amount of R$ 309,411 as of March 31, 2023 (R$ 302,143 as of December 31, 2022); and of a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 253,169 (R$ 246,336 as of December 31, 2022).

     

    b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 950,330 as of March 31, 2023 (R$ 759,469 as of December 31, 2022), mainly represented by:

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    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$ 238,337 as of March 31, 2023 (R$ 233,805 as of December 31, 2022), which includes the amount of the income taxes, interest and penalty.

     

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

     

    The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 746,745 as of March 31, 2023 (R$ 690,052 as of December 31, 2022), mainly represented by:

     

    b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE issued a decision against Cia. Ultragaz and imposed a penalty of R$ 35,960 as of March 31, 2023 (R$ 35,617 as of December 31, 2022). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

     

    b.2.2 The subsidiary Cia. Ultragaz has lawsuits totaling R$ 255,383 as of March 31, 2023 (R$ 255,290 as of December 31, 2022) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.

     

    b.3 Contingent liabilities for labor matters
     

    The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 255,906 as of March 31, 2023 (R$ 255,334 as of December 31, 2022).

     

    b.4 Action for damages
     

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

     

    c. Lubricants operation between IPP and Chevron

     

    In the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the interim financial information filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability of R$ 16,500 (R$ 26,010 as of December 31, 2022) are reflected in the consolidation of these interim financial information. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017, related to contingent liabilities, with a balance of R$ 99,234 as of March 31, 2023 (R$ 100,548 as of December 31, 2022). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.

    The amount of the provision of Chevron’s liability of R$ 16,500 refers to: (i) R$ 13,825 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,411 labor claims; and (iii) R$ 264 civil, regulatory and environmental claims.




    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)

     

     

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

     

    On February 23, 2022, August 3, 2022 and February 15, 2023, the Company’s Board of Directors approved the issuance of 43,925, 21,472 and 31,211, respectively, common shares within the authorized capital limit provided by article 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Extraordinary General Meeting (“EGM”) of the Company held on January 31, 2014.

     

    As set out in the association agreement between the Company and Extrafarma of January 31, 2014, and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 666,134 shares linked to the subscription warrants – indemnification were canceled and not issued. On March 31, 2023, 3,351,010 shares remain retained linked to subscription warrants – indemnification, which will be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 46,780 (R$ 42,776 as of December 31, 2022).


     

    a. Share capital

     

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

     

    The price of the outstanding shares on B3 as of March 31, 2023 was R$ 13.96 (R$ 12.61 as of December 31, 2022).

     

    As of March 31, 2023, there were 60,509,161 common shares outstanding abroad in the form of ADRs (58,895,761 shares as of December 31, 2022).


    b. Equity instrument granted

     

    The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 8.c). As of March 31, 2023, the balance of treasury shares granted with right of use was 6,090,760 common shares (6,184,427 as of December 31, 2022).



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    c. Treasury shares

     

    The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.

     

    As of March 31, 2023 and December 31, 2022, the balance was R$ 479,674 and 20,056,904 common shares (19,974,556 as of December 31, 2022) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 23.92.

     

     

     

    03/31/2023

    Balance of unrestricted shares held in treasury

     

    20,056,904

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

     

    6,090,760

     

     

     

    Total balance of treasury shares as of March 31, 2023

     

    26,147,664


    d. Capital reserve

     

    The capital reserve reflects the gain on the disposal of shares at market price for concession of usufruct to executives of the Company's subsidiaries, as mentioned in note 9.c. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributable to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 23, 2022, August 3, 2022 and February 15, 2023, there was an increase in the reserve in the amounts of R$ 651, R$ 651, R$ 291 and R$ 411, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 23).


     

     

    03/31/2023

     

    03/31/2022

    Sales revenues:

     

     

     

    Merchandise

    30,994,500

     

    32,510,382

    Services rendered and others

    378,402

     

    284,431

    Sales returns and discounts

    (232,384)

     

    (340,866)

    Amortization of contractual assets

    (115,289)

     

    (88,751)

    Deferred revenue

    623

     

    1,879

     

    31,025,852

     

    32,367,075

    Taxes on sales

    (474,099)

     

    (863,784)

    Net revenues

    30,551,753

     

    31,503,291

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

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

     

     

    Parent

     

    Consolidated

     

    03/31/2023

     

    03/31/2022

     

    03/31/2023

     

    03/31/2022

    Raw materials and materials for use and consumption

     

     

    (28,368,871)

     

    (29,800,522)

    Personnel expenses

    (50,728)

     

    (46,999)

     

    (531,949)

     

    (402,401)

    Freight and storage

     

     

    (318,881)

     

    (288,703)

    Decarbonization obligation (1)

     

     

    (152,815)

     

    (126,306)

    Services provided by third parties

    (18,313)

     

    (21,960)

     

    (146,247)

     

    (108,537)

    Depreciation and amortization

    (2,879)

     

    (5,896)

     

    (196,118)

     

    (176,979)

    Amortization of right-of-use assets

     

    (1,696)

     

    (75,290)

     

    (69,428)

    Advertising and marketing

    (93)

     

     

    (36,413)

     

    (20,238)

    Other expenses and income, net

    (9,140)

     

    (7,245)

     

    (110,555)

     

    16,192

    SSC/Holding expenses

    74,894

     

    77,362

     

     

    Total

    (6,259)

     

    (6,434)

     

    (29,937,139)

     

    (30,976,922)

    Classified as:

     

     

     

     

     

     

     

    Cost of products and services sold

     

     

    (28,839,034)

     

    (30,033,612)

    Selling and marketing

     

     

    (510,968)

     

    (502,788)

    General and administrative expenses

    (6,087)

     

    (6,442)

     

    (453,927)

     

    (338,202)

    Other operating income (expenses), net

    (172)

     

    8

     

    (133,210)

     

    (102,320)

    Total

    (6,259)

     

    (6,434)

     

    (29,937,139)

     

    (30,976,922)

     

    (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.


     

    The gain or loss is determined as the difference between the selling price and residual book value of the investment, property, plant and equipment, and intangible asset. For the period ended March 31, 2023, the result was a gain of R$ 52,777 (gain of R$ 25,074 as of March 31, 2022).



    Ultrapar Participações S.A. and Subsidiaries
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

     

    Parent

     

    Consolidated

     

    03/31/2023

     

    03/31/2022

     

    03/31/2023

     

    03/31/2022

     

     

     

     

     

     

     

     

    Financial income:

     

     

     

     

     

     

     

    Interest on financial investments

    22,864

     

    15,162

     

    114,012

     

    41,568

    Interest from customers

     

     

    39,028

     

    35,172

    Changes in subscription warrants (see Note 23)

     

    1,492

     

    -

     

    1,492

    Selic interest on PIS/COFINS credits

     

    1,368

     

    10,847

     

    1,368

    Update of provisions and other income

    12,228

     

    40

     

    26,560

     

    1,744

     

     

     

     

     

     

     

     

     

    35,092

     

    18,062

     

    190,447

     

    81,344

     

     

     

     

     

     

     

     

    Financial expenses:

     

     

     

     

     

     

     

    Interest on loans

    (43,387)

     

    (45,245)

     

    (331,533)

     

    (292,983)

    Interest on leases payable

    (154)

     

    (817)

     

    (35,838)

     

    (29,129)

    Update of subscription warrants (see Note 23)

    (4,415)

     

     

    (4,415)

     

    Bank charges, financial transactions tax, and other taxes

    (1,993)

     

    (1,029)

     

    (21,980)

     

    (36,082)

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

    51

     

     

    (65,891)

     

    (181,160)

    Update of provisions, net, and other expenses

    (1,813)

     

     

    (42,384)

     

    33,157

     

     

     

     

     

     

     

     

     

    (51,711)

     

    (47,091)

     

    (502,041)

     

    (506,197)

     

     

     

     

     

     

     

     

    Total

    (16,619)

     

    (29,029)

     

    (311,594)

     

    (424,853)

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.c and 23, respectively.

     

     

     

     

     

    03/31/2022

     

     

    03/31/2023

     

    Continuing operations

     

    Discontinued operations

     

    Total

    Basic earnings per share 

     

     

     

     

     

     

     

     

    Net income for the year of the Company

     

    262,065

     

    107,905

     

    344,347

     

    452,252

    Weighted average number of shares outstanding (in thousands)

     

    1,095,175

     

    1,090,945

     

    1,090,945

     

    1,090,945

    Basic earnings per share - R$

     

    0.2393

     

    0.0989

     

    0.3156

     

    0.4146

    Diluted earnings per share

     

     

     

     

     

     

     

     

    Net income for the year of the Company

     

    262,065

     

    107,905

     

    344,347

     

    452,252

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

     

    1,104,648

     

    1,096,945

     

    1,096,945

     

    1,096,945

    Diluted earnings per share - R$

     

    0.2372

     

    0.0984

     

    0.3139

     

    0.4123

    Weighted average number of shares (in thousands)

     

     

     

     

     

     

     

     

    Weighted average number of shares for basic earnings per share

     

    1,095,175

     

     

     

     

     

    1,090,945

    Dilution effect

     

     

     

     

     

     

     

     

    Subscription warrants

     

    3,351

     

     

     

     

     

    3,474

    Stock plan

     

    6,122

     

     

     

     

     

    2,526

    Weighted average number of shares for diluted earnings per share

     

    1,104,648

     

     

     

     

     

    1,096,945

     

    Earnings per share were adjusted retrospectively by the issuance of 2,503,421 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 23.


     

    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    30 Segment information

     

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


    a. Financial information related to segments

     

    The main financial information of each of the continuing operations of the Company’s segments is as follows.

     

    03/31/2023

    Results

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Net revenues from sales and services

    27,693,280

    2,640,669

    236,492

    50,682

    30,621,123

    (69,370)

    30,551,753

    Transactions with third parties

    27,670,875

    2,640,392

    189,893

    50,593

    30,551,753

    30,551,753

    Intersegment transactions

    22,405

    277

    46,599

    89

    69,370

    (69,370)

    Cost of products and services sold

    (26,642,110)

    (2,128,607)

    (87,705)

    (42,398)

    (28,900,820)

    61,786

    (28,839,034)

    Gross profit

    1,051,170

    512,062

    148,787

    8,284

    1,720,303

    (7,584)

    1,712,719

    Operating income (expenses)

     

     

     

     

     

     

     

    Selling and marketing

    (365,983)

    (141,312)

    (3,587)

    (86)

    (510,968)

    (510,968)

    General and administrative

    (282,717)

    (72,327)

    (35,981)

    (70,486)

    (461,511)

    7,584

    (453,927)

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

    52,974

    (179)

    (88)

    70

    52,777

    52,777

    Other operating income (expenses), net

    (138,905)

    6,096

    (157)

    (244)

    (133,210)

    (133,210)

    Operating income (loss)

    316,539

    304,340

    108,974

    (62,462)

    667,391

    667,391

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

    (1,908)

    (9)

    (324)

    12,689

    10,448

    10,448

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

    314,631

    304,331

    108,650

    (49,773)

    677,839

    677,839

    Depreciation of PP&E and amortization of intangible assets

    95,027

    65,328

    24,879

    8,551

    193,785

    193,785

    Amortization of contractual assets with customers - exclusivity rights

    131,799

    339

    -

    132,138

    132,138

    Amortization of right-of-use assets

    51,758

    13,998

    8,867

    667

    75,290

    75,290

    Total depreciation and amortization

    278,584

    79,665

    33,746

    9,218

    401,213

    401,213

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)



    03/31/2022

    Results

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Net revenues from sales and services

    28,669,956

    2,639,259

    197,426

    46,699

    31,553,340

    (50,049)

    31,503,291

    Transactions with third parties

    28,669,942

    2,638,564

    148,072

    46,713

    31,503,291

    31,503,291

    Intersegment transactions

    14

    695

    49,354

    (14)

    50,049

    (50,049)

    Cost of products and services sold

    (27,629,839)

    (2,323,001)

    (83,718)

    (47,103)

    (30,083,661)

    50,049

    (30,033,612)

    Gross profit

    1,040,117

    316,258

    113,708

    (404)

    1,469,679

    1,469,679

    Selling and marketing

    (374,016)

    (123,111)

    (3,870)

    (1,791)

    (502,788)

    (502,788)

    General and administrative

    (178,931)

    (54,716)

    (26,592)

    (77,963)

    (338,202)

    (338,202)

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

    25,907

    (732)

    (96)

    (5)

    25,074

    25,074

    Other operating income (expenses), net

    (110,330)

    4,309

    (1,252)

    4,953

    (102,320)

    (102,320)

    Operating income

    402,747

    142,008

    81,898

    (75,210)

    551,443

    551,443

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

    1,191

    (2)

    (518)

    12,829

    13,500

    13,500

    Income before financial result and income and social contribution taxes

    403,938

    142,006

    81,380

    (62,381)

    564,943

    564,943

    Depreciation of PP&E and amortization of intangible assets

    82,416

    57,341

    23,102

    12,873

    175,732

    175,732

    Amortization of contractual assets with customers - exclusivity rights

    88,389

    362

    88,751

    88,751

    Amortization of right-of-use assets

    44,788

    13,412

    9,445

    1,783

    69,428

    69,428

    Total depreciation and amortization

    215,593

    71,115

    32,547

    14,656

    333,911

    333,911


    (1)

    Includes in the line “General and administrative” and “Revenue from sale of goods” the amount of R$ 35,427 in 2023 (R$ 33,479 in 2022) 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 finance 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 ConectCar, until June 30, 2021, and RPR. In 2022 the Company has ceased to present Abastece Aí as a separate segment and presented such amounts as “Others”.

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    03/31/2023

    Main indicators - Cash flows

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Acquisition of property, plant and equipment

    66,249

    100,809

    11,407

    945

    179,410

    179,410

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

    10,906

    10,906

    10,906

    Acquisition of intangible assets

    24,935

    8,891

    (512)

    8,293

    41,607

    41,607

    Payments of contractual assets with customers - exclusivity rights

    132,442

    132,442

    132,442

    Decarbonization credits (note 15)

    167,527

    167,527

    167,527

     

    3/31/2022

    Main indicators - Cash flows

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Eliminations

    Total

    Acquisition of property, plant and equipment

    85,873

    76,109

    13,141

    849

    175,972

    175,972

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

    4,233

    4,233

    4,233

    Acquisition of intangible assets

    19,961

    4,630

    1,077

    8,853

    34,521

    34,521

    Payments of contractual assets with customers - exclusivity rights

    124,747

    124,747

    124,747

    Decarbonization credits (note 15)

    201,853

    201,853

    201,853

     

    03/31/2023

    Assets

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Total

    Total assets (excluding intersegment transactions)

    21,369,745

    4,431,164

    2,810,945

    5,196,181

    33,808,035

    33,808,035

     

    12/31/2022

    Assets

    Ipiranga

    Ultragaz

    Ultracargo

    Others (1) (2)

    Subtotal

    Segments

    Total

    Total assets (excluding intersegment transactions)

    23,342,826

    4,281,857

    3,045,407

    5,770,913

    36,441,003

    36,441,003

     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    b. Geographic area information

     

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

     

     

    03/31/2023

     

    03/31/2022

    Net revenue from sales and services:

     

     

     

    Brazil

    30,043,666

     

    31,469,606

    Europe

    122,362

     

    2,285

    Singapore

    556

     

    United States of America and Canada

    358,331

     

    11,369

    Other Latin America countries

    20,643

     

    17,291

    Others

    6,195

     

    2,740

    Total

    30,551,753

     

    31,503,291

     

     

    a. Risk management and financial instruments - governance

     

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

     

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

     

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

     

    The monitoring of compliance of the Policy and possible issues is the responsibility of the Financial Risk Committee (“Committee”), which is composed of the CFO, Administration and Control Director, 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.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

    The Audit and Risks Committee (“CAR”) advises the Board of Directors in the assessment of controls, management and exposure of financial risks and revision of the Policy. The Risk, Integrity and Audit Board monitors compliance of the Policy and reports any non-compliance with the Policy to the Board of Directors.

     

    b. Currency risk

     

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

     

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

     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    b.1 Assets and liabilities in foreign currencies

     

    03/31/2023

     

    12/31/2022

    Assets in foreign currency

     

     

     

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

    104,125

     

    311,017

    Foreign trade receivables, net of allowance for expected credit losses

    276,171

     

    6,131

    Other receivables

    718,752

     

    727,057

    Other assets of foreign subsidiaries

    91,940

     

    280,738

     

    1,190,988

     

    1,324,943

     

     

     

     

    Liabilities in foreign currency

     

     

     

    Financing in foreign currency, gross of transaction costs and discount

    (6,175,462)

     

    (5,213,100)

    Payables arising from imports

    (922,852)

     

    (1,939,984)

     

    (7,098,314)

     

    (7,153,084)

     

     

     

     

    Balance (gross) of foreign currency hedging instruments

    5,528,134

     

    5,274,302

    Net liability position - total

    (379,192)

     

    (553,839)

     

     

     

     

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

    (379,188)

     

    (553,839)

    Net liability position - effect on equity

    (4)

     

     

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

     

    For the base scenario, the average U.S. dollar rate of R$ 5.2372 (*) was used, based on future market curves as of March 31, 2023 on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement. As of March 31, 2023 the closing rate considered was R$ 5.0804.

     

    The table below shows the effects of the exchange rate changes on the net liability position of R$ 378,188 in foreign currency as of March 31, 2023:

     

     

    Risk

    Base Scenario

    Effect on statement of income

    Real devaluation

    (11,687)

     

    Net effect

    (11,687)

     

     

     

    Effect on statement of income

    Real appreciation

    11,687

     

    Net effect

    11,687

     

    (*) Average US dollar on March 31, 2023, according to benchmark rates as published by B3.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    c. Interest rate risk

     

    The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 4. Fundraising primarily relates to debentures and borrowings in foreign currency, as disclosed in Note 16.

     

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

     

    c.1 Assets and liabilities exposed to floating interest rates

     

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

     

     

    Note

    03/31/2023

     

    12/31/2022

    DI

     

     

     

     

    Cash equivalents

    5.a

    4,136,463

     

    5,204,766

    Financial investments

    5.b

    110,195

     

    406,683

    Loans and debentures

    17

    (1,183,359)

     

    (2,460,698)

    Liability position of foreign exchange hedging instruments - DI

    32.g

    (5,090,827)

     

    (2,651,609)

    Liability position of fixed interest instruments + IPCA - DI

    32.g

    (3,432,837)

     

    (3,416,868)

    Net liability position in DI

     

    (5,460,365)

     

    (2,917,726)

    TLP

     

     

     

     

    Loans – TLP

    17

    (1,749)

     

    Net liability position in TLP

     

    (1,749)

     

    Total net liability position exposed to floating interest

     

    (5,462,114)

     

    (2,917,726)

     

    c.2 Sensitivity analysis of floating interest rate risk

     

    For the sensitivity analysis of floating rate risks on March 31, 2023, the Company used the market curves of the benchmark indexes (DI and TLP) as a base scenario.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    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.

     

     

     

    03/31/2023

    Exposure to floating interest

    Risk

    Probable Scenario

    Interest effect on cash equivalents and financial investments

    Increase in DI (i)

    (8,312)

    Effect in interest on debt in DI

    Increase in DI (i)

    1,162

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

    Increase in DI (i)

    16,681

    Incremental expenses

     

    9,531

     

    (i) Base rate used was 3.25% and sensitivity rate was 3.08% according to reference rates made available by B3.

     

    d. Credit risks

     

    The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 4), and trade receivables (see Note 5).

     

    d.1 Credit risk from financial institutions

     

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

     

    d.2 Government credit risk

     

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

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    The credit risk of financial institutions and governments related to cash, cash equivalents, financial investments and hedging instruments based on polls as of March 31, 2023 is summarized below:

     

     

     

    Fair value

    Counterparty credit rating

     

    03/31/2023

     

    12/31/2022

    AAA

     

    4,746,130

     

    5,720,996

    AA

     

    339,644

     

    809,583

    A

     

    2,115

     

    3,457

    Others (*)

     

    37,591

     

    50,926

    Total

     

    5,125,480

     

    6,584,962

     

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

     

    d.3 Customer credit risk

     

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

     

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

     

    The expected credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on data considered to be capable of foreseeing the risk of loss, with addition of the credit assessment based on experience.

     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

     

    03/31/2023

     

    12/31/2022

    Ipiranga

    360,906

     

    373,514

    Ultragaz

    120,385

     

    120,076

    Ultracargo

    2,422

     

    2,450

    Total

    483,713

     

    496,040

     

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

     

     

    03/31/2023

     

    12/31/2022

     

    Weighted average rate of losses

     

    Accounting balance

     

    Allowance for expected credit losses

     

    Weighted average rate of losses

     

    Accounting balance

     

    Allowance for expected credit losses

    Current

    0.5%

     

    4,306,789

     

    19,824

     

    0.5%

     

    4,756,388

     

    22,752

    Less than 30 days

    5.8%

     

    49,215

     

    2,843

     

    7.5%

     

    29,817

     

    2,230

    31-60 days

    9.1%

     

    33,533

     

    3,045

     

    11.1%

     

    22,633

     

    2,516

    61-90 days

    7.7%

     

    23,072

     

    1,784

     

    26.5%

     

    32,522

     

    8,617

    91-180 days

    41.1%

     

    53,179

     

    21,880

     

    34.4%

     

    58,529

     

    20,159

    More than 180 days

    50.2%

     

    864,878

     

    434,337

     

    50.7%

     

    868,072

     

    439,766

     

     

     

    5,330,666

     

    483,713

     

     

     

    5,767,961

     

    496,040

     

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

     

     

    03/31/2023

     

    12/31/2022

    Brazil

    483,663

     

    495,929

    United States of America and Canada

    42

     

    61

    Other Latin American countries

     

    31

    Europe

    2

     

    5

    Others

    6

     

    14

     

    483,713

     

    496,040

     

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



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    d.4 Price risk

     

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

     

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

     

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

     

    Derivative

     

    Contract

     

    Notional amount (m3)

     

    Notional amount (USD thousand)

     

    Fair value (R$ thousand)

     

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

     

     

    Position

     

    Product

     

    Maturity

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

     

    03/31/2023

     

    12/31/2022

    Term

     

    Sold

     

    Heating Oil

     

    Oct-23

     

    20,223

     

    158,828

     

    14,393

     

    150,498

     

    2,325

     

    (52,214)

     

    (4,755)

     

    (124,293)

    Term

     

    Sold

     

    RBOB

     

    Apr-23

     

    24,007

     

    52,466

     

    16,506

     

    31,382

     

    (2,582)

     

    (15,481)

     

    (11,226)

     

    (33,404)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (257)

     

    (67,695)

     

    (15,981)

     

    (157,697)




    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    e. Liquidity risk

     

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

     

    The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 1,971,994 (for quantitative information, see Note 16). As of March 31, 2023, the Company and its subsidiaries had R$ 4,620,065 in cash, cash equivalents, and short-term investments (for quantitative information, see Note 4).

     

    The table below presents a summary of financial liabilities and leases payable as of March 31, 2023 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.

     

     

    Total

    Less than 1 year

    Between 1 and 3 years

    Between 3 and 5 years

    More than 5 years

    Loans, including future contractual interest (1) (2)

    13,662,090

    1,971,994

    4,069,825

    3,375,951

    4,244,320

    Derivative financial instruments (3)

    2,680,736

    752,287

    831,665

    742,719

    354,065

    Trade payables

    4,630,662

    4,630,662

    Leases payable

    2,457,200

    402,974

    594,372

    381,907

    1,077,947

    Financial liabilities of customers

    512,122

    185,119

    271,213

    55,790

    Contingent consideration

    89,640

    89,640

     

    (1) The interest on loans was estimated based on the US dollar futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on March 31, 2023.
    (2) Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.
    (3)  The derivative financial instruments were estimated based on the US dollar futures contracts and the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of March 31, 2023. In the table above, only the hedging instruments with negative results at the time of settlement were considered.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    f. Capital management

     

    The Company manages its capital structure based on indicators and benchmarks to ensure business continuity while maximizing return to shareholders by optimizing its debt and capital structure.

     

    Capital structure is comprised of net debt (borrowings and financing, including debentures, according to note 16 and leases payable according to Note 13.b, after deduction of cash, cash equivalents and financial investments, according to note 4) and equity. The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.

     

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

     

    The leverage ratio at the end of the period is the following:

     

     

    Consolidated

     

    03/31/2023

     

    12/31/2022

    Loans, financing, debentures and leases payable

    13,384,018

     

    13,274,130

    (-) Cash, cash equivalents, and short-term investments

    (5,125,480)

     

    (6,584,962)

    (=) Net debt

    8,258,538

     

    6,689,168

    Equity

    12,369,547

     

    12,174,968

    Net debt-to-equity ratio

    66.77%

     

    54.94%



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    g. Selection and use of financial instruments

     

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

     

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

     

    The table below summarizes the gross balance of the position of hedging instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:

     

    Derivatives designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Product

     

    Hedged object

     

    Contracted rates

     

    Maturity

     

    Note

     

    Notional amount 1

     

    Fair value

     

    Gains (losses) 03/31/2023

     

     

     

     

    Assets

    Liabilities

     

     

     

     

     

    03/31/2023

     

    Assets

     

    Liabilities

     

    Results

     

    Equity

    Foreign exchange swap

     

    Financing

     

    USD + 0.00%

    53.60% of DI

     

    Oct-26

     

    32.h.2

     

    USD 234,000

     

     

    (34,768)

     

    (30,302)

     

    (4,466)

    Foreign exchange swap

     

    Financing

     

    USD + 5.17%

    108.37% of DI

     

    Sept-25

     

    32.h.1

     

    USD 331,067

     

    94,512

     

    (61,878)

     

    (96,393)

     

    Foreign exchange swap

     

    Financing

     

    EUR + 5.12%

    111.93% of DI

     

    Jan-24

     

    32.h.1

     

    EUR 22,480

     

     

    (9,322)

     

    (10,097)

     

    Foreign exchange swap

     

    Financing

     

    JPY + 1.50%

    109.40% of DI

     

    Mar-25

     

    32.h.1

     

    JPY 12,564,393

     

     

    (24,409)

     

    (34,389)

     

    Interest rate swap

     

    Financing

     

    IPCA + 5.03%

    102.87% of DI

     

    Jun-32

     

    32.h.1

     

    BRL 3,226,054

     

    247,045

     

    (10,316)

     

    72,981

     

    Interest rate swap

     

    Financing

     

    6.47%

    99.94% of DI

     

    Nov-24

     

    32.h.1

     

    BRL 90,000

     

     

    (9,263)

     

    250

     

    Term

     

    Firm commitments

     

    BRL

    Heating Oil/ RBOB

     

    Apr-23

     

    32.h.1

     

    USD 30,323

     

    2,535

     

    (2,582)

     

    44,613

     

    NDF

     

    Firm commitments

     

    BRL

    USD

     

    Jun-23

     

    32.h.1

     

    USD 60,996

     

    5,104

     

    (2,399)

     

    8,822

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    349,196

     

    (154,937)

     

    (44,515)

     

    (4,466)

     



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    Product

     

    Hedged object

     

    Contracted rates

     

    Maturity

     

    Note

     

    Notional amount 1

     

    Fair value

     

    Gains (losses) 12/31/2022

     

     

     

     

    Assets

    Liabilities

     

     

     

     

     

    12/31/2022

     

    Assets

     

    Liabilities

     

    Results

     

    Equity

    Foreign exchange swap

     

    Financing

     

    USD + 4.95%

    106.67% of DI

     

    Sept-25

     

    32.h.1

     

    221,339

     

    106,550

     

    (9,243)

     

    (121,296)

     

    Foreign exchange swap

     

    Financing

     

    USD + LIBOR-3M + 1.14%

    105.00% of DI

     

    Jun-22

     

    32.h.1

     

    -

     

     

     

    (21,566)

     

    Foreign exchange swap

     

    Financing

     

    EUR + 3.42%

    111.60% of DI

     

    Mar-23

     

    32.h.1

     

    9,709

     

    1,954

     

     

    2,573

     

    Interest rate swap

     

    Financing

     

    IPCA + 5.03%

    102.87% of DI

     

    Jun-32

     

    32.h.1

     

    3,226,054

     

    173,741

     

    (59,789)

     

    (143,762)

     

    Term

     

    Financing

     

    USD + 6.47%

    0.9994

     

    Nov-24

     

    32.h.1

     

    90,000

     

     

    (9,513)

     

    (5,069)

     

    NDF

     

    Firm commitments

     

    BRL

    Heating Oil/ RBOB

     

    Jul-23

     

    32.h.1

     

    181,880

     

    2,936

     

    (70,630)

     

    (944,896)

     

    NDF

     

    Firm commitments

     

    BRL

    USD

     

    Jan-23

     

    32.h.1

     

    127,233

     

    4,712

     

    (3,074)

     

    53,672

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    289,893

     

    (152,249)

     

    (1,180,344)

     

     

    Derivatives not designated as hedge accounting

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Product

     

    Hedged object

     

    Contracted rates

     

    Maturity

     

    Notional amount 1

     

    Fair value

     

    Gains (losses) 03/31/2023

     

     

     

     

    Assets

    Liabilities

     

     

     

    03/31/2023

     

    Assets

     

    Liabilities

     

    Results

     

    Equity

    Foreign exchange swap

     

    Financing

     

    USD + 0.00%

    53.0% of CDI

     

    Jun-29

     

    USD 375,000

     

    220,779

     

    (28,231)

     

    (37,631)

     

    NDF

     

    Firm commitments

     

    USD

    BRL

     

    Aug-23

     

    USD 1,103,776

     

    77,995

     

    (151,080)

     

    (48,894)

     

    Term

     

    Firm commitments

     

    BRL

    Heating Oil/ RBOB

     

    Nov-23

     

    USD 28,318

     

    5,502

     

    (5,712)

     

    1,803

     

    Interest rate swap

     

    Financing

     

    USD + 5.25%

    CDI - 1.36%

     

    Jun-29

     

    USD 300,000

     

     

    (339,855)

     

    (31,034)

     

     

     

     

     

     

     

     

     

     

     

     

    304,276

     

    (524,878)

     

    (115,756)

     

     

    Product

     

    Hedged object

     

    Contracted rates

     

    Maturity

     

    Notional amount 1

     

    Fair value

     

    Gains (losses) 12/31/2022

     

     

     

     

    Assets

    Liabilities

     

     

     

    12/31/2022

     

    Assets

     

    Liabilities

     

    Results

     

    Equity

    NDF

     

    Firm commitments

     

    USD

    BRL

     

    Jul-23

     

    1,116,702

     

    36,472

     

    (54,067)

     

    (440,359)

     

    Interest rate swap

     

    Financing

     

    5.25%

    DI - 1.36%

     

    Jun-29

     

    300,000

     

     

    (308,821)

     

    (266,445)

     

    Foreign exchange swap

     

    Financing

     

    0.00%

    52.99%

     

    Jun-29

     

    375,000

     

    230,145

     

    (9,174)

     

    (85,474)

     

     

     

     

     

     

     

     

     

     

     

     

    266,617

     

    (372,062)

     

    (792,278)

     

     

    ¹ Currency as indicated.

    2 Amounts, net of income tax.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


    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.

     

    As of March 31, 2023, the Company and its subsidiaries adopted IFRS 9 for hedge accounting and did not identify any impact on its interim financial information. The Company and its subsidiaries will discontinue hedge accounting if the hedging instrument is terminated and if the hedged item ceases to exist or the hedge ceases to qualify for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument. The voluntary removal of designation is not permitted.

     

    h.1 Fair value hedge

     

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

     

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

     

    In thousands, except the DI %

    03/31/2023

     

    03/31/2022

    Notional amount – US$

    331,067

     

    175,000

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

    (96,393)

     

    (165,975)

    Fair value adjustment of debt - R$

    16,631

     

    7,835

    Financial result of the debt - R$

    41,526

     

    140,602

    Average effective cost - DI %

    108

     

    104.9

     

     

     

     

    Notional amount – EUR

    22,480

     

    -

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

    (10,097)

     

    -

    Fair value adjustment of debt - R$

    (851)

     

    -

    Financial result of the debt - R$

    (1,003)

     

    -

    Average effective cost - DI %

    112

     

    -

     

     

     

     

    Notional amount – JPY

    12,564,393

     

    -

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

    (34,389)

     

    -

    Fair value adjustment of debt - R$

    (6,667)

     

    -

    Financial result of the debt - R$

    17,687

     

    -

    Average effective cost - DI %

    109

     

    -

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

    In thousands, except the DI %

    03/31/2023

     

    03/31/2022

    Notional amount – R$

    3,226,054

     

    2,226,054

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

    72,981

     

    14,803

    Fair value adjustment of debt - R$

    (54,958)

     

    (90,147)

    Financial result of the debt - R$

    (127,485)

     

    20,245

    Average effective cost - DI %

    102.9

     

    102.0

     

    In thousands, except the DI %

    03/31/2023

     

    03/31/2022

    Notional amount – R$

    90,000

     

    90,000

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

    250

     

    (1,652)

    Fair value adjustment of debt - R$

    (1,788)

     

    389

    Financial result of the debt - R$

    (1,431)

     

    (5,331)

    Average effective cost - DI %

    99.9

     

    99.9

     

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

     

     

    03/31/2023

     

    03/31/2022

    Notional amount – US$

    91,319

     

    421,561

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

    (43,158)

     

    (318,664)

    Notional amount – US$

    49,199

     

    60,216

     

    For further information, see Note 16.

     

    h.2              Cash flow hedge

     

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

    As of March 31, 2023, the derivative instruments for exchange rate protection designated as cash flow hedges, referring to notes in the foreign market, totaled US$ 234,000 (no balance as of December 31, 2022), an unrealized loss of R$ 2,948 as of March 31, 2023 (R$ 0 as of December 31, 2022) was recognized in “Other comprehensive income”, net of deferred income and social contribution losses.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

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

     

     

     

    Carrying value

     

    Fair value

    March 31, 2023

    Note

    Measured at fair value through profit or loss

     

    Measured at fair value through other comprehensive income

     

    Measured at amortized cost

     

    Level 1

     

    Level 2

     

    Level 3

    Financial assets:

     

     

     

     

     

     

     

     

     

     

     

     

    Cash and cash equivalents

     

     

     

     

     

     

     

     

     

     

     

     

    Cash and banks

    4.a

     

     

    126,848

     

     

     

    Fixed-income securities in local currency

    4.a

     

     

    4,136,462

     

     

     

    Fixed-income securities in foreign currency

    4.a

     

     

    98,503

     

     

     

    Financial investments

     

     

     

     

     

     

     

     

     

     

     

     

    Fixed-income securities and funds in local currency

    4.b

     

     

    110,195

     

     

     

    Foreign exchange, interest rate and commodity hedging instruments

    4.b

    653,471

     

     

     

     

    653,471

     

    Trade receivables

    5.a

     

     

    4,143,262

     

     

     

    Reseller financing

    5.b

     

     

    1,187,404

     

     

     

    Trade receivables sale of subsidiaries

    5.c

     

     

    1,097,598

     

     

     

    Other receivables

     

     

     

    228,482

     

     

     

    Total

     

    653,471

     

     

    11,128,754

     

     

    653,471

     

    Financial liabilities:

     

     

     

     

     

     

     

     

     

     

     

     

    Financing

    16.a

    2,278,904

     

     

    4,432,400

     

     

    2,278,904

     

    Debentures

    16.a

    3,727,765

     

     

    681,972

     

     

    3,727,765

     

    Foreign exchange, interest rate and commodity hedging instruments

    16.a

    679,817

     

     

    -

     

     

    679,817

     

    Trade payables

    17.a

    -

     

     

    2,861,011

     

     

     

    Trade payables reverse factoring

    17.b

     

     

    1,769,651

     

     

     

    Stock warrant – indemnification (1)

    23

    46,780

     

    -

     

    -

     

    -

     

    46,780

     

    Financial liabilities of customers

     

    423,170

     

    -

     

    -

     

    -

     

    -

     

    -

    Contingent consideration

    33.a

    89,640

     

     

     

     

     

    89,640

    Total

     

    7,246,076

     

     

    9,745,034

     

     

    6,733,266

     

    89,640

     


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

     

    Carrying amount

     

    Fair value

    December 31, 2022

    Note

    Measured at fair value through profit or loss

     

    Measured at fair value through other comprehensive income

     

    Measured at amortized cost

     

    Level 1

     

    Level 2

     

    Level 3

    Financial assets:

     

     

     

     

     

     

     

     

     

     

     

     

    Cash and cash equivalents

     

     

     

     

     

     

     

     

     

     

     

     

    Cash and banks

    4.a

     

     

    111,797

     

    -

     

     

    Fixed-income securities in local currency

    4.a

     

     

    5,204,766

     

    -

     

     

    Fixed-income securities in foreign currency

    4.a

     

     

    305,206

     

    -

     

     

    Financial investments

    4.b

     

     

     

     

     

     

     

     

     

     

    Fixed-income securities and funds in local currency

    4.b

    406,683

     

     

     

     

    406,683

     

    Foreign exchange, interest rate and commodity hedging instruments

    4.b

    556,510

     

     

     

     

    556,510

     

    Trade receivables

    5.a

     

     

    4,533,327

     

    -

     

     

    Reseller financing

    5.b

     

     

    1,234,634

     

    -

     

     

    Trade receivables sale of subsidiaries

    5.c

     

     

    1,096,565

     

    -

     

     

    Other receivables

     

     

     

    235,586

     

     

     

    Total

     

    963,193

     

     

    12,721,881

     

    -

     

    963,193

     

    -

    Financial liabilities:

     

     

     

     

     

     

     

     

     

     

     

     

    Financing

    16.a

    1,216,341

     

     

    3,973,816

     

    -

     

    1,216,341

     

    Debentures

    16.a

    3,575,195

     

     

    2,460,698

     

     

    5,949,028

     

    Leases payable

    13

     

     

     

     

     

    Foreign exchange, interest rate and commodity hedging instruments

    16.a

    524,312

     

     

    -

     

     

    524,312

     

    Trade payables

    17.a

     

     

    4,710,952

     

    -

     

     

    Trade payables reverse factoring

    17.b

     

     

    2,666,894

     

    -

     

     

    Stock warrant – indemnification (1)

    23

    42,776

     

     

    -

     

     

    42,776

     

    Financial liabilities of customers

     

    450,586

     

     

     

    -

     

     

    Contingent consideration

    33.a

    89,640

     

     

     

     

     

    89,640

    Total

     

    5,898,850

     

     

    13,812,360

     

    -

     

    7,732,457

     

    89,640

     



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes of the financial statements

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

    • The fair value of cash and banks are identical to their carrying values.
    • Financial investments in investment funds are valued at the fund unit value as of the date of the interim financial information, which corresponds to their fair value.
    • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.
    • The fair values of trade receivables and trade payables approximate their carrying amounts and the Company calculates their fair value through methodologies commonly used in the market.
    • The balances of subscription warrants - indemnification were measured based on the share price of Ultrapar (UGPA3) as of the interim financial information date and are adjusted to the Company’s dividend yield, since the exercise is only possible from 2020 onwards and they are not entitled to dividends. The number of shares of subscription warrants – indemnification was also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 23).
    • The fair value calculation of notes in the foreign market of Ultrapar International is based on the quoted price in an active market (see Note 16).

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

     

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

     

    Financial instruments were classified as financial assets or liabilities measured at amortized cost, except for (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments that are classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 4.b), (ii) loans and financing measured at fair value through profit or loss (see Note 16), (iii) guarantees to customers that have vendor arrangements (see Note 16), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 23). Cash, banks, trade receivables and reseller financing are classified as financial assets measured at amortized cost. Trade payables and other payables are classified as financial liabilities measured at amortized cost.

     

    The financial instruments are classified in the following categories:

     

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

     

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

     

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


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    a. Contracts

     

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

     

    Port

    Minimum movement

    per year

    Maturity

    Aratu (*)

    900,000 ton.

    2022

    Suape

    250,000 ton.

    2027

    Suape

    400,000 ton.

    2029

    Aratu

    465,403 ton.

    2031

    Itaqui

    1,468,105 m3

    2049

     

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

     

    If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of March 31, 2023, these rates were R$ 9.22 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.94 per m³ for Itaqui. According to contractual conditions and tolerances, as of March 31, 2023, there were no material pending issues regarding the minimum 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 on August 17, 2021. 

    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    a. Stella GD Intermediação de Geração Distribuída de Energia Ltda

     

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

     

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

     

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

     

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

     

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

     

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


    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

    Assets

     

    Cash and cash equivalents

    1,586

    Receivables

    17

    Other receivables

    119

    Property, plant and equipment

    515

    Intangible assets

    902

     

     

    Liabilities

     

    Trade payables

    14

    Salaries and related charges

    217

    Taxes payable

    9

    Other payables

    5,378

     

     

    Goodwill provisionally allocated in the transaction

    Goodwill based on expected future profitability

    99,679

     

     

    Acquisition value

       97,200

     

     

    Comprising by

     

    Cash

    7,560

    Contingent consideration to be settled in cash

    89,640

    Total consideration

    97,200

     

    Net cash outflow resulting from acquisition

     

    Consideration in cash

    7,560

    Cash and cash equivalents acquired

    (1,586)

    Total

    5,974

     

    The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is considered immaterial, as well as the contribution to the Company's results since then.

     

    Earnout sensitivity analysis

     

    The following table shows information on how the fair value of the contingent consideration was determined considering the basic assumptions used to define earnout. The sensitivity analyses as of March 31, 2023, as shown below, were determined based on possible changes of assumptions, keeping all other assumptions constant.

     

    Goals

    Changes in goals

    Increase in liability

     

    Changes in goals

    Decrease in liabilities

    Accounting net cash flow and net revenue

    increase by 25.0 p.p.

    33,146

     

    decrease by  25.0 p.p.

    26,940



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

     

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

     

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

     

    The total amount of the operation is R$ 165,000, subject to the usual working capital and net debt adjustments. The purchase price comprises the difference between the transaction amount, working capital and net debt adjustments and the primary contribution, made on February 1, 2023, in the amount of R$ 85,290. The initial payment for the operation was made on February 1, 2023 in the amount of R$ 64,263, and the remaining amount of the operation will be settled after compliance with the contractual clauses and recorded under “Other payables” in the amount of R$ 28,096 to be settled until 2029. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill.  The provisional goodwill determined is R$ 78,091. The purchase price allocation (“PPA”) will be completed in 2023.



    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


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

    goodwill calculation

     

    Assets

     

    Cash and cash equivalents

    16,807

    Receivables

    15,328

    Inventories

    5,893

    Recoverable taxes

    8,536

    Judicial deposits

    131

    Other receivables

    5,936

     

     

    Investments

    1,177

    Right-of-use assets, net

    5,117

    Property, plant and equipment, net

    74,327

    Intangible assets, net

    3,711

     

     

    Liabilities

     

    Borrowings

    93,991

    Trade payables

    17,078

    Salaries and related charges

    2,122

    Taxes payable

    860

    Deferred income and social contribution taxes

    456

    Provisions for tax, civil and labor risks

    1,437

    Leases payable

    5,191

    Other payables

    1,560

     

     

    Goodwill based on expected future profitability

    78,091

     

     

    Acquisition value

    92,359

     

     

    Comprising by

     

    Cash

    64,263

    Contingent consideration to be settled in cash

    28,096

    Total consideration

    92,359

     

    Net cash outflow resulting from acquisition

     

    Consideration in cash

    64,263

    Cash and cash equivalents acquired

    (16,807)

    Total

    47,456

     

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

     

    Amount of NEOgás purchase and sale agreement

    165,000

    Working capital and net debt estimated adjustments

    12,649

    Primary contribution

    (85,290)

    Total

    92,359

     

    The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is considered immaterial, as well as the contribution to the Company's results since February 1, 2023.


    85

    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    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 discontinued operations.

     

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

     

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

     

    a.1 The results and cash flows from discontinued operations for the year ended March 31, 2022 are shown below:

     

     

     

    Oxiteno

     

    Extrafarma

     

    Eliminations (*)

     

    3/31/2022

     

     

     

     

     

     

     

     

     

    Net revenue from sales and services

     

    2,039,287

     

    500,692

     

    (7,241)

     

    2,532,738

    Cost of products and services sold

     

    (1,580,000)

     

    (346,315)

     

    7,241

     

    (1,919,074)

     

     

     

     

     

     

     

     

     

    Gross profit

     

    459,287

     

    154,377

     

     

    613,664

     

     

     

     

     

     

     

     

     

    Operating income (expenses)

     

     

     

     

     

     

     

     

    Selling, marketing and administrative

     

    (201,365)

     

    (170,356)

     

     

    (371,721)

    Other operating income (expenses), net

     

    10,736

     

    (4,307)

     

     

    6,429

     

     

     

     

     

     

     

     

     

    Operating income (loss)

     

    268,658

     

    (20,286)

     

     

    248,372

    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

     

    (20,286)

     

     

    248,141

     

     

     

     

     

     

     

     

     

    Financial result, net

     

    23,153

     

    (10,707)

     

    54,431

     

    66,877

    Income (loss) before income and social contribution taxes

     

    291,580

     

    (30,993)

     

    54,431

     

    315,018

     

     

     

     

     

     

     

     

     

    Income and social contribution taxes

     

    (16,924)

     

    (231)

     

    (18,507)

     

    (35,662)

     

     

     

     

     

     

     

     

     

    Net effect of cessation of depreciation (i)

     

    51,372

     

    13,619

     

     

    64,991

    Net income (loss) for the period

     

    326,028

     

    (17,605)

     

    35,924

     

    344,347

     

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


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




    Ultrapar Participações S.A. and Subsidiaries Graphics
    Notes to the interim financial information

    For the periods ended March 31, 2023 and 2022

    (In thousands of Brazilian Reais)


     

    Oxiteno

     

    Extrafarma

     

    Eliminations

     

    03/31/2022

     

     

     

     

     

     

     

     

    Net cash provided by (used in) operating activities

    (81,558)

     

    (96,227)

     

    180,478

     

    2,693

     

     

     

     

     

     

     

     

    Net cash provided by (used in) investing activities

    1,436,922

     

    1,205

     

    (1,206,603)

     

    231,524

     

     

     

     

     

     

     

     

    Net cash provided by (used in) financing activities

    (1,245,754)

     

    65,702

     

    1,026,144

     

    (153,908)

     

     

     

     

     

     

     

     

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

    (19,315)

     

     

     

    (19,315)

     

     

     

     

     

     

     

     

    Increase (decrease) in cash and cash equivalents

    90,295

     

    (29,320)

     

    19

     

    60,994

     

    a.1.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 344,347, classified as income from discontinued operations in the consolidated interim financial information.


     

    a. Signing of an agreement for the acquisition of a 50% interest in Opla by Ultracargo.

     

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


    b. Increase in share capital through reserves

     

    On April 19, 2023, was approved on the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved by majority votes, without amendments or exceptions, the increase of Company’s share capital on the amount of R$ 1,450,000, without the issuance of new shares, through the incorporation to the share capital of part of the resources recorded in the statutory reserve for investments, in the amount of R$ 567,424 and resources recorded on the legal reserve, in the amount of R$ 882,576.


     

    87


    Graphics

    São Paulo, May 3, 2023Ultrapar 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 first quarter of 2023.


    Net revenues

    Adjusted EBITDA¹

    Investments

    R$ 31

    billion

    R$ 1.1
    billion

    R$ 365
    million


    Net income

    Cash consumption from operations

    Market cap

    R$ 274
    million

    R$ 711
    million

    R$ 16
    billion

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


    Highlights

    • Continuity of the strong operating results of Ultragaz and Ultracargo.
    • Hosting of the Ultra ESG Day, an event focused on disclosing the Company's 2030 ESG plan and goals to the market.
    • Conclusion of the succession plan, with the renewal of the Board of Directors, comprised of nine members who bring relevant and complementary experiences, combining members of the Company's management with four new members.
    • Acquisition of a 50% stake in Opla, the largest independent terminal of ethanol in Brazil, marking Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, aligned with its growth plan.
    • Launch of Ipiranga’s new brand and new purpose “Fueling life on the go”, with a review of the offering of products and services to be gradually implemented in the service station network, bringing a new experience to the consumers.


    Graphics


    Graphics

    Graphics


    Considerations on the financial and operational information

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

    The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on March 31, 2023, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information (pro forma). Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. Information denominated EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Resolution 156, issued by the CVM on June 23, 2022. The calculation of EBITDA based on net income is shown below:

     Quarter 
       
    R$ million  1Q23     1Q22     4Q22 
       
    Net income           273.8           461.2           836.4
    (+) Income and social contribution taxes            92.4            58.9             339.8
    (+) Net financial (income) expenses           311.6           358.0             221.0
    (+) Depreciation and amortization           269.1           363.1             263.9
    (+) Net effect of the cessation of depreciation                -             (65.0)                  -  
             
    EBITDA           946.9          1,176.1          1,661.0
       
    Accounting adjustments    
    (+) Amortization of contractual assets with customers - exclusive rights           132.1            88.8             171.6
    (+) Cash flow hedge from bonds (Oxiteno)                -              48.1                -  
     
    Adjusted EBITDA        1,079.1          1,312.9          1,832.6
     
    Adjusted EBITDA from continuing operations        1,079.1           898.9          1,844.2
    Ultragaz            384.0           213.1             698.8
    Ultracargo           142.4           113.9             129.8
    Ipiranga           596.1           619.5          1,076.5
    Holding, abastece aí and other companies           (43.5)           (50.5)             (60.9)
    Eliminations                -                2.8                  -  
       
    Adjusted EBITDA from discontinued operations               -             414.1             (11.6)
    Oxiteno                -             396.2                  -  
    Extrafarma                -              20.6                  -  
    Adjustments from the sale of Extrafarma                -                  -             (11.6)
    Eliminations                -               (2.8)                  -  
     
    Non-recurring items that affected EBITDA  
    (-) Results from disposal of assets (Ipiranga)           (55.9)           (25.9)           (40.5)
    (-) Credits and provisions¹ (Ipiranga)                -                  -             (82.0)
    (-) Extraordinary tax credits (Ipiranga)                -                  -           (638.0)
    (-) Extraordinary tax credits (Ultragaz)                -                  -           (333.4)
    (-) Extemporaneous tax credits (Oxiteno)                -             (62.4)                -  
    (+) Adjustments from the sale of Extrafarma                -                  -              11.6
       
    Recurring Adjusted EBITDA        1,023.2          1,224.6             750.3
       
    Recurring Adjusted EBITDA from continuing operations        1,023.2           872.9           750.3
    Ultragaz           384.0           213.1           365.5
    Ultracargo           142.4           113.9           129.8
    Ipiranga           540.2           593.6           315.9
    Holding, abastece aí and other companies           (43.5)           (50.5)           (60.9)
    Eliminations                -                2.8                -  
    Recurring Adjusted EBITDA from discontinued operations               -             351.7                 -  
    Oxiteno                -             333.9                -  
    Extrafarma                -              20.6                -  
    Eliminations                -               (2.8)                -  

    1 Includes R$ 69 million of credits and provisions in SG&A and R$ 13 million in Other operating results, both in 4Q22

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    Ultrapar


    Amounts in R$ million

    1Q23

    1Q22

    4Q22

    Δ

    Δ

    1Q23 v 1Q22

    1Q23 v 4Q22

    Net revenues

    30,552

    34,036

    35,957

    (10%)

    (15%)

    Adjusted EBITDA

    1,079

    1,313

    1,833

    (18%)

    (41%)

    Recurring Adjusted EBITDA 1

    1,023

    1,225

    750

    (16%)

    36%

    Recurring Adjusted EBITDA - Continuing operations

    1,023

    873

    750

    17%

    36%

    Recurring Adjusted EBITDA - Discontinued operations

    -

    352

    -

    n/a

    n/a

    Depreciation and amortization²

    401

    452

    435

    (11%)

    (8%)

    Financial result³

    (312)

    (406)

    (221)

    23%

    (41%)

    Net income

    274

    461

    836

    (41%)

    (67%)

    Investments

    365

    382

    521

    (5%)

    (30%)

    Cash flow from operations

    (711)

    (1,183)

    1,519

    40%

    n/a


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

    ² Includes amortization of contractual assets with customers – exclusive rights

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

     

    Net revenues Total of R$ 30,552 million (-10% vs 1Q22), due to the divestments of Oxiteno and Extrafarma and subsequent deconsolidation of their results in April and August 2022, respectively, in addition to lower revenues from Ipiranga. Compared to 4Q22, net revenues decreased by 15%, mainly due to lower revenues from Ipiranga and Ultragaz.

    Recurring Adjusted EBITDA - Continuing operations Total of R$ 1,023 million (+17% vs 1Q22), due to higher EBITDAs at Ultragaz and Ultracargo, partially offset by lower EBITDA at Ipiranga. Compared to 4Q22, recurring Adjusted EBITDA from continuing operations increased by 36%, due to the growth in EBITDA from the main businesses.

    Results from the Holding, abastece and other companies Ultrapar recorded a negative result of R$ 43 million at the Holding, abastece aí and other companies, comprised of (i) R$ 41 million of negative EBITDA from the Holding, (ii) R$ 11 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, and (iii) R$ 9 million of positive EBITDA from other companies, mainly due to a better result from Refinaria Riograndense.

    Depreciation and amortization Total of R$ 401 million (-11% vs 1Q22), due to the deconsolidation of Oxiteno and Extrafarma results, attenuated by higher investments made over the last 12 months and higher amortization of contractual assets at Ipiranga. Compared to 4Q22, total costs and expenses with depreciation and amortization decreased 8%, mainly due to lower amortization of contractual assets at Ipiranga.

    Financial result Ultrapar reported net financial expenses of R$ 312 million in 1Q23, an improvement of R$ 94 million compared to 1Q22, reflecting the lower average balance of net debt, partially offset by the higher CDI rate. Compared to 4Q22, when net financial expenses amounted to R$ 221 million, the difference is mainly explained by the worse mark-to-market result of hedges.

    Net income Total of R$ 274 million (-41% vs 1Q22), due to the lower recurring Adjusted EBITDA of Ultrapar, resulting from the deconsolidation of the results of Oxiteno and Extrafarma, despite lower net financial expenses and lower costs and expenses with depreciation. Compared to 4Q22, net income decreased by 67%, due to extraordinary tax credits registered at Ipiranga and Ultragaz in 4Q22 and higher net financial expenses in 1Q23, despite lower costs and expenses with depreciation and amortization.

    Cash flow from operations Consumption of R$ 711 million in 1Q23, compared to the consumption of R$ 1,183 million in 1Q22, mainly resulting from higher investments in working capital in 1Q22, especially due to relevant increases in fuel prices at the time, partially offset by the reduction of R$ 897 million in the draft discount balance in 1Q23.

     

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    Ultragaz


     

    1Q23

    1Q22

    4Q22

    Δ

    Δ

    1Q23 v 1Q22

    1Q23 v 4Q22

    Total volume (000 tons)

    417

    399

    431

    4%

    (3%)

    Bottled

    269

    265

    288

    2%

    (7%)

    Bulk

    148

    134

    144

    10%

    3%

    Adjusted EBITDA (R$ million)

    384

    213

    699

    80%

    (45%)

    Non-recurring¹

    -

    -

    333

    n/a

    n/a

    Recurring Adjusted EBITDA (R$ million)

    384

    213

    365

    80%

    5%

    Recurring Adjusted EBITDA margin (R$/ton)

    922

    534

    847

    73%

    9%

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

     

    Operational performance The volume sold by Ultragaz in 1Q23 increased 4% compared to 1Q22, as a result of the 2% growth in sales in the bottled segment, due to greater market demand, and the 10% increase in the bulk segment, due to higher sales for industries, commercial and services segments. Compared to 4Q22, the volume sold was 3% lower, reflecting the typical seasonality between periods.

    Net revenues Total of R$ 2,641 million, stable compared to 1Q22, mainly due to the higher sales volume, offset by LPG cost reductions. Compared to 4Q22, there was a 7% decrease, due to lower sales volume and LPG cost reductions over the periods.

    Cost of goods sold Total of R$ 2,129 million (-8% vs 1Q22), due to LPG cost reductions by Petrobras, partially offset by higher costs with freight (greater sales volume and the need to source LPG from more distant supply bases), personnel (collective bargaining agreement) and maintenance. Compared to 4Q22, cost of goods sold increased by 8%, due to the positive effect of extraordinary tax credits in the amount of R$ 333 million registered in the 4Q22 and the greater requalification of bottles in 1Q23, attenuated by LPG cost reductions by Petrobras over the periods.

    Sales, general and administrative expenses Total of R$ 214 million (+20% vs 1Q22), resulting from higher personnel expenses (collective bargaining agreement and increased number of employees, as result of the acquisitions of NEOgás and Stella), higher sales commission and freight (greater sales volume). Compared to 4Q22, sales, general and administrative expenses decreased by 11%, mainly due to lower expenses with personnel and expansion and productivity projects.

    Recurring Adjusted EBITDA Strong result of R$ 384 million (+80% vs 1Q22), due to initiatives to increase efficiency and productivity, better sales mix and inflation pass-through, in addition to higher sales volume, despite higher expenses. Compared to 4Q22, the growth was 5%.

    Investments R$ 109 million were invested in this quarter, directed mainly towards the acquisition and replacement of bottles, equipment installed in new customers in the bulk segment and maintenance of existing operations.


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    Ultracargo


     

    1Q23

    1Q22

    4Q22

    Δ

    Δ

    1Q23 v 1Q22

    1Q23 v 4Q22

    Installed capacity¹ (000 m³)

    955

    955

    955

    0%

    0%

    m³ sold (000 m³)

    3,460

    3,220

    3,513

    7%

    (1%)

    Adjusted EBITDA (R$ million)

    142

    114

    130

    25%

    10%

    Adjusted EBITDA margin (%)

    60%

    58%

    57%

    3 p.p.

    3 p.p.


    1 Monthly average


    Operational performance Ultracargo's average installed capacity remained stable over the periods. The m³ sold increased by 7%, due to increased handling of fuels in Vila do Conde, ethanol in Suape, and chemicals in Santos. Compared to 4Q22, the m³ sold decreased by 1%, mainly due to lower handling of fuels in Suape and Vila do Conde.

    Net revenues Total of R$ 236 million (+20% vs 1Q22), due to contractual readjustments, spot sales and higher m³ sold. Compared to 4Q22, net revenues increased by 4%, mainly due to new contracts and spot sales.

    Cost of services provided Total of R$ 88 million (+5% vs 1Q22), due to higher personnel costs (collective bargaining agreement), IT services and insurance. Compared to 4Q22, cost of services provided decreased by 1%, as a result of lower personnel and maintenance costs, attenuated by higher depreciation costs.

    Sales, general and administrative expenses Total of R$ 40 million (+30% vs 1Q22), due to higher expenses with personnel (collective bargaining agreement) and consulting services (expansion and profitability projects). Compared to 4Q22, sales, general and administrative expenses decreased by 7%, mainly due to lower expenses with advisory and consulting services related to expansion projects.

    Adjusted EBITDA Strong result of R$ 142 million (+25% vs 1Q22), reflecting higher occupancy of capacity with profitability gains, contractual readjustments, spot sales and productivity and efficiency gains, despite higher expenses. Compared to 4Q22, there was an increase of 10%, mainly due to higher revenues, in addition to lower costs and expenses.

    Investments Investments in the period amounted to R$ 49 million, allocated mainly to the payment of the grant of Vila do Conde and to projects for efficiency gain, maintenance, and operational safety of the terminals.


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    Ipiranga


     

    1Q23

    1Q22

    4Q22

    Δ

    Δ

    1Q23 v 1Q22

    1Q23 v 4Q22

    Total volume (000 m³)

    5,484

    5,375

    6,046

    2%

    (9%)

    Diesel

    2,833

    2,804

    3,121

    1%

    (9%)

    Otto cycle

    2,559

    2,463

    2,831

    4%

    (10%)

    Others¹

    92

    107

    93

    (14%)

    (2%)

    Adjusted EBITDA (R$ million)

    596

    620

    1,076

    (4%)

    (45%)

    Adjusted EBITDA margin (R$/m³)

    109

    115

    178

    (6%)

    (39%)

    Non-recurring²

    56

    26

    761

    116%

    (93%)

    Recurring Adjusted EBITDA (R$ million)

    540

    594

    316

    (9%)

    71%

    Recurring Adjusted EBITDA margin (R$/m³)

    99

    110

    52

    (11%)

    89%

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

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

     

    Operational performance Ipiranga's sales volume grew 2% compared to 1Q22, with a 4% increase in the Otto cycle, with a greater share of gasoline to the detriment of ethanol in the product mix, while diesel grew by 1%. Compared to 4Q22, volume was 9% lower, due to the 10% decrease in the Otto cycle and 9% in diesel, resulting mainly from the typical seasonality between the periods.

    Net revenues Total of R$ 27,693 million (-3% vs 1Q22), due to the pass through of fuel cost reductions, despite the higher sales volume. Compared to 4Q22, net revenues decreased by 16%, due to lower sales volume and the pass through of fuel cost reductions.

    Cost of goods sold Total of R$ 26,642 million (-4% vs 1Q22), due to lower fuel costs, despite higher sales volume. Compared to 4Q22, there was a 16% decrease, due to lower fuel costs and lower sales volume, despite the positive effect of extraordinary tax credits in the amount of R$ 638 million registered in 4Q22.

    Sales, general and administrative expenses Total of R$ 649 million (+17% vs 1Q22), mainly due to higher expenses with personnel, provisions for contingencies and depreciation. Compared to 4Q22, sales, general and administrative expenses increased by 9%, due to one-off positive effects from credits and provisions of R$ 69 million in 4Q22 and higher provisions for contingencies in 1Q23, partially offset by lower freight expenses (lower sales volume and lower diesel price).

    Other operating results Total of negative R$ 139 million, a worsening of R$ 29 million compared to 1Q22, due to costs with carbon tax credits in the amount of R$ 153 million in 1Q23 (R$ 27 million higher than in 1Q22). Compared to 4Q22, there was a worsening of R$ 29 million, mainly due to higher costs with carbon tax credits (R$ 11 million higher than in 4Q22) and the constitution of extemporaneous tax credits in 4Q22 in the amount of R$ 13 million.

    Results from disposal of assets Total of R$ 56 million (+116% vs 1Q22 e +38% vs 4Q22), due to higher average value of real estate assets sold.

    Recurring Adjusted EBITDA Total of R$ 540 million (-9% vs 1Q22), due to more pressured margins caused by inventory losses and higher expenses, despite the higher sales volume. Compared to 4Q22, there was an increase of 71%, mainly due to better margins, resulting from a more favorable commercial environment in 1Q23, despite inventory losses as a result of cost reductions, to higher expenses and to lower sales volume.

    Investments R$ 198 million were invested in the quarter, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 20 million refer to additions to fixed and intangible assets, R$ 150 million to contractual assets with customers (exclusive rights), and R$ 28 million to drawdowns of financing to customers and rentals advance payments, net of receipts.

     

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    Indebtedness (R$ million)


    Ultrapar consolidated

    1Q23

    1Q22

    4Q22

    Cash and cash equivalents

    5,125

    4,223

    6,585

    Gross debt

    (11,801)

    (15,783)

    (11,750)

    Leases payable

    (1,583)

    (1,864)

    (1,524)

    Net debt

    (8,259)

    (13,424)

    (6,689)

    Net debt/LTM Adjusted EBITDA¹

    2.0x

    3.1x

    1.7x

    Trade payables – reverse factoring (draft discount)

    (1,770)

    (2,969)

    (2,667)

    Financial liability of customers (vendor)²

    (423)

    (554)

    (451)

    Receivables from divestments (Oxiteno and Extrafarma)

    1,098

    -

    1,097

    Net debt + draft discount + vendor + receivables

    (9,354)

    (16,947)

    (8,710)

    Average cost of gross debt

    104% DI

    97% DI

    105% DI

    DI + 0.5%

    DI - 0.3%

    DI + 0.6%

    Average cash yield (% DI)

    96%

    71%

    93%

    Average gross debt duration (years)

    4.3

    4.3

    4.1

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

    2 Vendor amounts included in the trade payables line in 1Q22

     

    Ultrapar ended 1Q23 with a net debt of R$ 8.3 billion (2.0x LTM Adjusted EBITDA), compared to R$ 6.7 billion on December 31, 2022 (1.7x LTM Adjusted EBITDA). The increase in the net debt compared to the position at the end of 4Q22 is due to the effect of the end-of-year holiday and the consumption of operating cash in working capital, as a result of the R$ 0.9 billion reduction of the draft discount balance in 1Q23, despite the reductions in fuel prices. The increase in the financial leverage is mainly due to the increase in the net debt.

     

    It is worth mentioning that there are receivables not yet included in Ultrapar's net debt related to the sales (i) of Oxiteno (US$ 150 million to be received in April 2024), and (ii) of Extrafarma (R$ 365 million, monetarily adjusted by CDI + 0.5% p.a., to be received in two installments, the first in August 2023 and the second in August 2024).


    Maturity profile and debt breakdown:


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    Updates on ESG themes

    Ultrapar carried out, in March, the Ultra ESG Day, an event to disclose the ESG 2030 Plan to the market. The event was attended by the Company's main executives, who discussed Ultrapar's ESG ambitions and goals for 2030, and how each of the businesses has moved forward on this front, which is an intrinsic part of the Company's strategic planning.

    Also in March, Ultrapar’s 2022 Integrated Report was released, adhering to the GRI, SASB, IIRC and TCFD methodologies, and assured by Deloitte as external auditor (click here to access the file).

    In addition, Ultrapar participated in the 67th Edition of the CSW (Commission on the Status of Women), an event on gender equality promoted by the UN in New York, with the aim of accelerating the innovation, technological change and education in the digital age agenda to achieve gender equality and women empowerment.

    Through Ultra institute, Ultrapar allocated approximately R$ 3 million for social projects through the Culture and Sports Incentive Laws and the Funds for Children/Teenagers and the Elderly, directly impacting around 17 thousand people.

    In February, Ultragaz renewed the partnership with Santo Agostinho Association, to continue the Citizenship and Community Articulation project, which works with children and teenagers on the themes of citizenship, community strengthening, preventive healthcare and the fight against violence in the city of São Paulo (state of São Paulo). Ultragaz also renewed its partnership with NGO Recriarte, which contributes to the education, ethics and citizenship of children and teenagers, children of cooperative members in the neighborhood of Santa Maria in Aracaju (state of Sergipe), improving school performance with music, computer and environment classes after school hours. In February and March, Ultragaz donated more than 16 tons of LPG to support flood victims on the north coast of São Paulo. Additionally, Ultragaz collected goods and products at its bases and at the São Paulo office (in partnership with AmPm and abastece ) and donated them to impacted families.

    In January, Ultracargo organized the Operational Training Program in Aratu (state of Bahia), with the aim of training men and women in the region. The program had 50% of female participants, and four new female employees were hired. In February, Ultracargo donated 100 basic food baskets and 600 liters of water to the Solidarity Social Fund of Santos (state of São Paulo), for transfers to families affected by the heavy rains that hit the north coast of São Paulo. Finally, in March, Ultracargo renewed its partnership with Ayrton Senna Institute, to continue the Socio-Emotional Dialogues project, which seeks to develop socio-emotional skills in elementary school students from municipal schools in São Luis (state of Maranhão).

    In February, Ipiranga launched the Tech Inclusion Program, which aims to train and include people with disabilities in the technology area, with the possibility of being hired by the company. In March, Ipiranga carried out its annual sales convention in the city of São Paulo (state of São Paulo), which lasted for three days and had more than 4 thousand participants, including resellers and franchisees, with lectures involving ESG agenda with external guests and the company's main executives. Still in March, Ipiranga acquired renewable energy certificates (I-RECs) for 100% of its electricity consumed in 2022, zeroing its scope 2 greenhouse gas emissions. In addition, Ipiranga offset all direct emissions (scope 1) through the purchase of carbon credits.

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    Capital markets

    Ultrapar's combined average daily financial volume on B3 and NYSE totaled R$ 112 million/day in 1Q23 (-7% vs 1Q22). Ultrapar's shares ended the quarter quoted at R$ 13.96 on B3, an appreciation of 11% in the quarter, while the Ibovespa stock index fell by 7%. In NYSE, Ultrapar's shares appreciated 13% in the quarter, while the Dow Jones stock index fell by 1%. Ultrapar ended 1Q23 with a market cap of R$ 16 billion.

     Capital markets

    1Q23

    1Q22

    4Q22

    Final number of shares (000)

    1,115,204

    1,115,152

    1,115,173

    Market capitalization¹ (R$ million)

    15,568

    15,779

    14,062

    B3

     

     

     

    Average daily trading volume (000 shares)

    6,959

    7,231

    7,727

    Average daily financial volume (R$ 000)

    90,880

    102,384

    100,925

    Average share price (R$/share)

    13.06

    14.16

    13.06

    NYSE

     

     

     

    Quantity of ADRs² (000 ADRs)

    60,509

    50,438

    58,896

    Average daily trading volume (000 ADRs)

    1,596

    1,299

    1,494

    Average daily financial volume (US$ 000)

    4,043

    3,531

    3,731

    Average share (US$/ADRs)

    2.53

    2.72

    2.50

    Total

     

     

     

    Average daily trading volume (000 shares)

    8,555

    8,531

    9,222

    Average daily financial volume (R$ 000)

    111,871

    120,690

    120,549


                               1 Calculated on the closing share price for the period

                               2 1 ADR = 1 common share



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    1Q23 Conference call

    Ultrapar will host a conference call for analysts and investors on May 4, 2023, to comment on the Company’s performance in the first quarter of 2023 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

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

     

    Conference call in Portuguese with simultaneous translation to English

    Time: 11h00 (BRT) / 10h00 (EDT)

     

     

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

    Code: Ultrapar – in Portuguese
     

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

    Code: 182663#

     

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

    Code: Ultrapar – in English

     

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

    Code: 336031#

     


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    ULTRAPAR

    CONSOLIDATED BALANCE SHEET


        In million of Reais    MAR 231    MAR 22   Continuing
    operations2
     Discontinued operations2    DEC 221
         
    ASSETS
         
    Cash and cash equivalents 4,361.8 2,701.5 2,252.5 449.0 5,621.8
    Financial investments and derivative financial instruments 258.3 964.5 936.6 27.9 520.4
    Trade receivables and reseller financing 4,266.1 5,596.7 4,468.6 1,128.1 4,708.9
    Trade receivables - sale of subsidiaries 189.4 - - - 184.8
    Inventories 3,782.5 6,445.9 4,242.3 2,203.6 4,906.1
    Recoverable taxes 1,609.4 2,000.6 1,301.6 699.0 1,706.4
    Prepaid expenses 173.1 191.5 149.0 42.5 123.7
    Contractual assets with customers - exclusive rights 672.6 573.7 573.7 - 614.1
    Other receivables 166.7 93.8 51.6 42.2 178.4
    Total Current Assets   15,479.8 18,568.1 13,975.8 4,592.3 18,564.6
         
    Financial investments and derivative financial instruments 505.4 557.3 557.3 - 442.8
    Trade receivables and reseller financing 580.9 492.5 492.3 0.2 563.0
    Trade receivables - sale of subsidiaries 908.2 - - - 911.8
    Deferred income and social contribution taxes 947.1 1,315.2 608.5 706.7 898.2
    Recoverable taxes 2,608.3 1,604.6 1,204.9 399.8 2,576.3
    Escrow deposits  967.7 853.5 845.6 7.9 946.4
    Prepaid expenses 73.6 74.4 66.9 7.5 74.8
    Contractual assets with customers - exclusive rights 1,582.8 1,570.1 1,570.1 - 1,591.5
    Other receivables 182.1 153.5 153.4 0.0 188.0
    Investments 118.3 113.3 94.4 18.9 111.4
    Right of use assets 1,830.3 2,111.5 1,765.0 346.5 1,791.4
    Property, plant and equipment 5,955.1 8,344.8 5,564.3 2,780.5 5,862.4
    Intangible assets 2,068.3 1,901.6 1,660.8 240.8 1,918.3
    Total Non-Current Assets   18,328.2 19,092.3 14,583.4 4,508.9 17,876.4
         
    TOTAL ASSETS   33,808.0 37,660.4 28,559.3 9,101.1 36,441.0
         
    LIABILITIES
         
    Loans, financing and derivative financial instruments 1,011.7 1,089.1 985.7 103.3 869.1
    Debentures 725.0 4,012.6 4,012.6 - 2,491.6
    Trade payables 2,861.0 3,398.7 2,876.6 522.1 4,711.0
    Trade payables - reverse factoring 1,769.7 2,968.7 2,447.6 521.1 2,666.9
    Salaries and related charges 330.7 426.4 267.6 158.8 460.9
    Taxes payable 364.2 537.2 331.4 205.8 507.5
    Leases payable 281.9 287.1 208.0 79.1 225.0
    Financial liability of customers  193.2 - - - 154.4
    Other payables 733.5 383.4 356.4 26.9 679.9
    Total Current Liabilities   8,271.0 13,103.2 11,485.9 1,617.2 12,766.3
         
    Loans, financing and derivative financial instruments 6,379.4 7,522.3 7,521.8 0.4 4,845.4
    Debentures 3,684.8 3,159.1 3,159.1 - 3,544.3
    Financial liability of customers  229.9 - - - 296.2
    Provision for tax, civil and labor risks 1,066.9 893.9 843.8 50.1 1,017.3
    Post-employment benefits 195.0 200.4 193.9 6.5 193.7
    Leases payable 1,301.2 1,577.3 1,246.5 330.8 1,298.7
    Other payables 310.3 216.8 211.6 5.2 304.1
    Total Non-Current Liabilities   13,167.5 13,569.9 13,176.8 393.1 11,499.8
         
    TOTAL LIABILITIES   21,438.5 26,673.1 24,662.7 2,010.4 24,266.0
         
    EQUITY
         
    Share capital 5,171.8 5,171.8 5,171.8 - 5,171.8
    Reserves 6,715.3 5,467.7 5,467.7 - 6,714.6
    Treasury shares (479.7) (488.4) (488.4) - (479.7)
    Other 484.5 391.3 391.3 - 302.1
    Non-controlling interests in subsidiaries 477.7 445.1 445.1 - 466.2
    Total Equity   12,369.5 10,987.3 10,987.3 - 12,175.0
         
    TOTAL LIABILITIES AND EQUITY   33,808.0 37,660.4 35,650.0 2,010.4 36,441.0
                                           
    Cash and financial investments 5,125.5 4,223.3 n/a n/a 6,585.0
    Gross debt (11,800.9) (15,783.0) n/a n/a (11,750.4)
    Leases payable (1,583.2) (1,864.4) n/a n/a (1,523.8)
    Net cash (debt)   (8,258.5) (13,424.2) n/a n/a (6,689.2)


    1 Balance sheet of Mar-23 and Dec-22 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     1Q23     1Q22 

     Continuing    operations  

     Discontinued operations  4Q22

     Continuing    operations  

     Discontinued operations 
           
    Net revenues from sales and services   30,551.8   34,036.0 31,503.3 2,532.7 35,957.3 35,957.3 -
    Cost of products sold and services provided   (28,839.0)   (31,952.7) (30,033.6) (1,919.1) (33,506.5) (33,506.5) -
    Gross profit   1,712.7   2,083.3 1,469.7 613.7 2,450.8 2,450.8 -
    Operating revenues (expenses)
    Selling and marketing   (511.0)   (755.3) (502.8) (252.5) (583.8) (583.8) -
    General and administrative   (453.9)   (457.4) (338.2) (119.2) (399.4) (399.4) -
    Other operating income, net   (133.2)   (93.4) (102.3) 8.9 (100.4) (100.4) -
    Results from disposal of assets   52.8   22.6 25.1 (2.5) 27.9 39.5 (11.6)
    Operating income (loss)   667.4   799.8 551.4 248.4 1,395.1 1,406.6 (11.6)
    Financial result    
       Financial income   190.4   111.7 81.3 30.4 142.7 142.7 -
       Financial expenses   (502.0)   (469.7) (506.2) 36.5 (363.7) (363.7) -
    Share of profit (loss) of subsidiaries, joint ventures and associates   10.4   13.3 13.5 (0.2) 2.1 2.1 -
    Income (loss) before income and social contribution taxes   366.2   455.1 140.1 315.0 1,176.2 1,187.8 (11.6)
    Income and social contribution taxes









       Current   (160.5)   (290.2) (94.5) (195.7) (260.7) (265.1) 4.3
       Deferred   47.3   187.7 55.2 132.5 (120.3) (119.9) (0.4)
       Tax incentives   20.8   43.6 16.0 27.6 41.3 41.3 -
    Net effect of the cessation of depreciation1   -   65.0 - 65.0 - - -
    Net income (loss)   273.8   461.2 116.8 344.3 836.4 844.0 (7.6)
    Net income attributable to:    
        Shareholders of the Company   262.1   452.3 107.9 344.3 822.6 830.3 (7.6)
        Non-controlling interests in subsidiaries   11.8   8.9 8.9 - 13.8 13.8 -
    Adjusted EBITDA   1,079.1   1,312.9 898.9 414.1 1,832.6 1,844.2 (11.6)
    Non-recurring2   (55.9)   (88.3) (25.9) (62.4) (1,082.3) (1,093.9) 11.6
    Recurring Adjusted EBITDA   1,023.2   1,224.6 872.9 351.7 750.3 750.3 -
    Depreciation and amortization3   401.2   451.8 333.9 117.9 435.5 435.5 -
    Cash flow hedge from bonds   -   48.1 - 48.1 - - -
    Total investments4   364.7   382.5 304.5 78.0 520.5 520.5 -
    Ratios
    Earnings per share (R$)   0.24 0.41 0.10 0.32 0.75 0.76 (0.01)
    Net debt / LTM Adjusted EBITDA5   2.0x 3.1x n/a n/a 1.7x n/a n/a
    Gross margin (%)   5.6% 6.1% 4.7% 24.2% 6.8% 6.8% n/a
    Operating margin (%)   2.2% 2.3% 1.8% 9.8% 3.9% 3.9% n/a
    Adjusted EBITDA margin (%)   3.5% 3.9% 2.9% 16.3% 5.1% 5.1% n/a
    Recurring Adjusted EBITDA margin (%)   3.3% 3.6% 2.8% 13.9% 2.1% 2.1% n/a
     
    Number of employees 10,139 16,643 9,033 7,610 9,920 9,920 -


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

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

    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 receipts), acquisition of shareholdings and payments of leases

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


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    ULTRAPAR

    CASH FLOWS


        In million of Reais
    JAN - MAR
    2023

    JAN - MAR
    2022

     
     
    Cash flows from operating activities from continuing operations

    Net income - continuing operations
                     273.8
                     116.8
    Adjustments to reconcile net income to cash provided by (consumed in) operating activities

    Share of profit (loss) of subsidiaries, joint ventures and associates
                      (10.4)
                      (13.5)
    Amortization of contractual assets with customers - exclusive rights
                     132.1
                       88.8
    Amortization of right-of-use assets
                       75.3
                       69.4
    Depreciation and amortization
                     196.1
                     177.5
    Interest and foreign exchange rate variations
                     337.7
                     181.9
    Current and deferred income and social contribution taxes
                       92.4
                       23.3
    Gain (loss) on disposal of non-current property, plant and equipment and intangible assets
                      (52.8)
                      (25.1)
    Equity instrument granted
                         5.1
                         3.9
    Provision for decarbonization - CBios
                     152.8
                     126.3
    Other provisions and adjustments
                       83.6
                      (11.0)
     

     
                  1,285.8
                     738.3
     
     
     
    (Increase) decrease in assets

    Trade receivables and reseller financing
                     403.1
                    (513.1)
    Inventories
                  1,130.6
                    (324.3)
    Recoverable taxes
                    (187.3)
                      (60.7)
    Dividends received from subsidiaries, joint ventures and affiliates
                         0.4
                          -  
    Other assets
                         4.0
                      (14.4)


    Increase (decrease) in liabilities

    Trade payables and trade payables - reverse factoring
                 (2,764.3)
                    (519.6)
    Salaries and related charges
                    (131.2)
                      (62.5)
    Taxes payable
                         7.7
                       22.7
    Other liabilities
                    (128.5)
                      (39.7)


    Acquisition of CBios
                    (167.5)
                    (201.9)
    Payments of contractual assets with customers - exclusive rights
                    (132.4)
                    (124.7)
    Income and social contribution taxes paid
                      (31.7)
                      (85.8)


    Net cash provided by (consumed in) operating activities - continuing operations
                   (711.3)
                (1,185.8)


    Net cash provided by (consumed in) operating activities - discontinued operations
                          -  
                         2.7


    Net cash provided by (consumed in) operating activities
                   (711.3)
                (1,183.1)


    Cash flows from investing activities

    Financial investments, net of redemptions
                     302.6
                     888.6
    Acquisition of property, plant and equipment and intangible assets
                    (221.0)
                    (210.5)
    Cash provided by disposal of investments and assets
                     149.6
                       33.0
    Transactions with discontinued operations
                          -  
                     996.3
    Capital increase in joint ventures
                          -  
                       (3.0)
    Net cash consumed in subsidiaries acquisition
                      (47.5)
                          -  
    Net effect of purchase and sale transactions of investments and other assets
                      (38.1)
                          -  


    Net cash provided by (consumed in) investing activities - continuing operations
                     145.5
                  1,704.4


    Net cash provided by (consumed in) investing activities - discontinued operations
                          -  
                     231.5


    Net cash provided by (consumed in) investing activities
                     145.5
                  1,936.0


    Cash flows from financing activities

    Loans and debentures

    Proceeds
                  1,708.6
                          -  
    Repayments
                 (1,851.7)
                       (4.7)
    Interest and derivatives paid
                    (292.3)
                    (233.1)
    Payments of leases
                      (84.1)
                    (106.9)
    Dividends paid
                    (108.7)
                    (185.4)
    Proceeds of financial liabilities of customers
                         6.8
                          -  
    Payments of financial liabilities of customers
                      (47.4)
                          -  
    Capital increase made by non-controlling interests and redemption of shares
                          -  
                       21.5
    Capital decrease
                       (0.0)
                          -  
    Related parties
                         0.4
                         0.0


    Net cash provided by (consumed in) financing activities - continuing operations
                   (668.5)
                   (508.5)


    Net cash provided by (consumed in) financing activities - discontinued operations
                          -  
                   (153.9)


    Net cash provided by (consumed in) financing activities
                   (668.5)
                   (662.4)


    Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations
                     (25.7)
                     (37.7)


    Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations
                          -  
                     (19.3)


    Effect of exchange rate changes on cash and cash equivalents in foreign currency
                     (25.7)
                     (57.0)


    Increase (decrease) in cash and cash equivalents - continuing operations
                (1,260.0)
                     (27.5)


    Increase (decrease) in cash and cash equivalents - discontinued operations
                          -  
                       61.0


    Increase (decrease) in cash and cash equivalents
                (1,260.0)
                       33.4


    Cash and cash equivalents at the beginning of the period - continuing operations
                  5,621.8
                  2,280.1


    Cash and cash equivalents at the beginning of the period - discontinued operations
                          -  
                     388.0


    Cash and cash equivalents at the beginning of the period
                  5,621.8
                  2,668.1


    Cash and cash equivalents at the end of the period - continuing operations
                  4,361.8
                  2,252.5


    Cash and cash equivalents at the end of the period - discontinued operations
                          -  
                     449.0


    Cash and cash equivalents at the end of the period
                  4,361.8
                  2,701.5


    Non-cash transactions:



    Addition on right-to-use assets and leases payable
                     134.8
                     187.8
    Addition on contractual assets with customers - exclusive rights
                       49.8
                       53.8
    Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition
                         0.4
                         0.7
    Acquisition of property, plant and equipment and intangible assets without cash effect
                         8.5
                          -  


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    ULTRAGAZ

    CONSOLIDATED BALANCE SHEET


     In million of Reais     MAR 23   MAR 22     DEC 22 
         
    OPERATING ASSETS
    Trade receivables                547.3              540.0              540.8
    Non-current trade receivables                 13.6               29.2               16.5
    Inventories                164.7              192.3              198.8
    Taxes                271.5               97.5              447.7
    Escrow deposits                250.8              208.5              239.2
    Other                124.2               81.7               98.3
    Right of use assets                164.2              114.2              144.8
    Property, plant and equipment / Intangibles             1,619.4           1,227.4           1,420.0
                 
    TOTAL OPERATING ASSETS             3,155.7           2,490.7           3,105.9
             
    OPERATING LIABILITIES
    Trade payables                217.7              174.2              238.2
    Salaries and related charges                 92.8               78.0              112.8
    Taxes                 14.9               18.5               12.6
    Judicial provisions                136.5              122.9              125.0
    Leases payable                202.3              152.0              182.5
    Other                 82.2               55.7              124.9
             
    TOTAL OPERATING LIABILITIES               746.5             601.4             796.0


    CONSOLIDATED INCOME STATEMENT


     In million of Reais     1Q23     1Q22     4Q22 
           
    Net revenues             2,640.7             2,639.3             2,832.4
    Cost of products sold            (2,128.6)            (2,323.0)            (1,967.3)
    Gross profit               512.1               316.3               865.1
    Operating expenses      
    Selling and marketing              (141.3)              (123.1)              (161.8)
    General and administrative                (72.3)                (54.7)                (79.1)
    Other operating income                   6.1                   4.3                  (2.0)
    Results from disposal of assets                  (0.2)                  (0.7)                  (0.5)
    Operating income (loss)               304.3               142.0               621.7
    Share of profit (loss) of subsidiaries, joint ventures and associates                  (0.0)                  (0.0)                  (0.0)
    Adjusted EBITDA               384.0               213.1               698.8
    Non-recurring1                     -                       -                (333.4)
    Recurring Adjusted EBITDA               384.0               213.1               365.5
    Depreciation and amortization2                 79.7                 71.1                 77.1
    Ratios
    Gross margin (R$/ton)                1,229                  793                2,005
    Operating margin (R$/ton)                  730                  356                1,441
    Adjusted EBITDA margin (R$/ton)                  922                  534                1,620
    Recurring Adjusted EBITDA margin (R$/ton)                  922                  534                  847
                 
    Number of employees             3,821             3,421             3,596


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

    2 Includes amortization with contractual assets with customers - exclusive rights


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    ULTRACARGO

    CONSOLIDATED BALANCE SHEET


     In million of Reais     MAR 23     MAR 22     DEC 22 
       
    OPERATING ASSETS
    Trade receivables                 22.1               15.2               20.8
    Inventories                 10.3                 9.0               10.5
    Taxes                   7.3               15.3               11.0
    Other                 81.7               20.3               46.1
    Right of use assets                649.9              581.2              638.1
    Property, plant and equipment / Intangibles / Investments             1,780.9           1,699.8           1,795.0
     
    TOTAL OPERATING ASSETS             2,552.2           2,340.8           2,521.5
     
    OPERATING LIABILITIES
    Trade payables                 40.4               33.0               63.4
    Salaries and related charges                 38.8               34.8               49.6
    Taxes                   7.7                 7.2               10.5
    Judicial provisions                   9.7               10.0                 9.9
    Leases payable                594.2              505.4              573.8
    Other1                 58.1               54.1               62.1
     
    TOTAL OPERATING LIABILITIES               748.9             644.5             769.3

    1 Includes the long term obligations with clients account


    CONSOLIDATED INCOME STATEMENT


     In million of Reais     1Q23     1Q22     4Q22 
         
    Net revenues               236.5               197.4               228.4
    Cost of services provided                (87.7)                (83.7)                (88.3)
    Gross profit               148.8               113.7               140.1
    Operating expenses      
    Selling and marketing                  (3.6)                  (3.9)                  (3.6)
    General and administrative                (36.0)                (26.6)                (39.0)
    Other operating income                  (0.2)                  (1.3)                   5.0
    Results from disposal of assets                  (0.1)                  (0.1)                  (0.7)
    Operating income (loss)               109.0                 81.9               101.8
    Share of profit (loss) of subsidiaries, joint ventures and associates                  (0.3)                  (0.5)                  (2.5)
    Adjusted EBITDA               142.4               113.9               129.8
    Depreciation and amortization                 33.7                 32.5                 30.5
    Ratios  
    Gross margin (%)   62.9% 57.6% 61.3%
    Operating margin (%)   46.1% 41.5% 44.6%
    Adjusted EBITDA margin (%)   60.2% 57.7% 56.8%
     
    Number of employees                834                853                862



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    IPIRANGA

    CONSOLIDATED BALANCE SHEET


     In million of Reais     MAR 23   MAR 22     DEC 22 
       
    OPERATING ASSETS
    Trade receivables             3,734.1             3,922.1             4,131.8
    Non-current trade receivables                567.3                463.1                546.5
    Inventories             3,605.3             4,039.4             4,695.0
    Taxes             3,451.1             1,979.5             3,322.2
    Contractual assets with customers - exclusive rights             2,203.6             2,140.1             2,202.9
    Other                630.0                491.4                643.5
    Right of use assets             1,009.7             1,035.5             1,001.4
    Property, plant and equipment / Intangibles / Investments             4,308.1             3,978.6             4,251.7
    TOTAL OPERATING ASSETS           19,509.2           18,049.6           20,795.1
         
    OPERATING LIABILITIES  
    Trade payables             4,332.0             5,031.6             6,925.5
    Salaries and related charges                142.2                111.1                211.2
    Post-employment benefits                208.7                207.6                207.7
    Taxes                170.8                219.1                164.6
    Judicial provisions                362.7                298.9                317.9
    Leases payable                779.2                759.0                759.4
    Other             1,063.9                392.9             1,079.4
    TOTAL OPERATING LIABILITIES             7,059.6             7,020.2             9,665.7


    CONSOLIDATED INCOME STATEMENT


     In million of Reais     1Q23     1Q22     4Q22 
           
    Net revenues   27,693.3           28,670.0           32,962.8
    Cost of products sold and services provided          (26,642.1)        (27,629.8)        (31,543.7)
    Gross profit             1,051.2           1,040.1           1,419.1
    Operating expenses  
    Selling and marketing              (366.0)            (374.0)            (420.9)
    General and administrative              (282.7)            (178.9)            (171.7)
    Other operating income              (138.9)            (110.3)            (109.6)
    Results from disposal of assets                 55.9               25.9               40.5
    Operating income (loss)               319.5             402.7             757.5
    Share of profit (loss) of subsidiaries, joint ventures and associates                  (1.9)                 1.2                 0.4
    Adjusted EBITDA               596.1             619.5           1,076.5
    Non-recurring1                (55.9)              (25.9)            (760.6)
    Recurring Adjusted EBITDA               540.2             593.6             315.9
    Depreciation and amortization2                278.6              215.6              318.7
    Ratios
       Gross margin (R$/m³)                  192                194                  235
       Operating margin (R$/m³)                    58                  75                125
       Adjusted EBITDA margin (R$/m³)                  109                115                178
       Recurring Adjusted EBITDA margin (R$/m³)                    99                110                  52







    Number of service stations             6,526             7,131             6,771







    Number of employees             4,753             4,064             4,711

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

    2 Includes amortization with contractual assets with customers - exclusive rights



    ULTRAPAR PARTICIPAÇÕES S.A.

     

    Publicly Traded Company

     

    CNPJ Nr. 33.256.439/0001-39

    NIRE 35.300.109.724

     

     

    Date, Hour and Place:

    May 3, 2023, 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; (v) other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Leonardo Remião Linden and Tabajara Bertelli Costa; and (vi) the President of the Fiscal Council, Mr. Flavio Cesar Maia Luz.

     

    Matter discussed and resolution:

     

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

     

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

     

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



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

    held on May 3, 2023)


    Jorge Marques de Toledo Camargo Chairman

     

    Marcos Marinho Lutz Vice-Chairman

     

    Ana Paula Vitali Janes Vescovi

     

    Fabio Venturelli

     

    Flávia Buarque de Almeida

     

    Francisco de Sá Neto

     

    José Mauricio Pereira Coelho

     

    Marcelo Faria de Lima

     

    Peter Paul Lorenço Estermann

     

    André Brickmann Areno Secretary of the Board of Directors


    SIGNATURES

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

    Date: May 3, 2023   


    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 March 31, 2023 and Report on Review of Interim Financial Information, 1Q23 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on May 3, 2023)