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, 2024

 

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 SubsidiariesGraphics

 

Table of Contents


Statements of financial position8
Statements of income10
Statements of comprehensive income11
Statements of changes in equity12
Statements of cash flows - indirect method14
Statements of value added16
1. Operations17
2. Basis of preparation and presentation of individual and consolidated interim financial information 20
3. New accounting policies and changes in accounting policies 21
4. Cash and cash equivalents, financial investments, derivative financial instruments22
5. Trade receivables, reseller financing and other receivables (Consolidated)23
6. Inventories (Consolidated)26
7. Recoverable taxes (Consolidated)26
8. Related parties27
9. Income and social contribution taxes33
10. Contractual assets with customers - exclusivity rights (Consolidated)37
11. Investments in subsidiaries, joint ventures and associates 37
12. Right-of-use assets and leases payable (Consolidated)41
13. Property, plant, and equipment (Consolidated)44
14. Intangible assets (consolidated)45
15. Loans, financing, debentures and derivative financial instruments47
16. Trade payables (consolidated)52
17. Employee benefits and private pension plan (Consolidated)53
18. Provisions and contingent liabilities (Consolidated)54
19. Subscription warrants – indemnification57
20. Equity57
21. Net revenue from sales and services (Consolidated)58
22. Costs and expenses by nature59
23. Financial result60
24. Earnings per share (Parent and Consolidated)61
25. Segment information62
26. Risks and financial instruments (Consolidated)65
27. Commitments (Consolidated)81
28. Acquisition of Interest and Control81
29. Events after the reporting period 83





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

Ultrapar Participações S.A.

Report on Review of Interim Financial Information
for the Quarter Ended
March 31, 2024

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

Graphics

Deloitte Touche Tohmatsu

Av. Dr. Chucri Zaidan, 1.240 -

4o ao 12o pisos - Golden Tower

04711-130 - São Paulo - SP

Brasil

 

Tel.: + 55 (11) 5186-1000

Fax: + 55 (11) 5181-2911

www.deloitte.com.br

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2024, which comprises the statements of financial position as at March 31, 2024 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).

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, 2024, 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 (R1) - 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 8, 2024 

 

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, 2024 and December 31, 2023
(In thousands of Brazilian Reais)

  

 

Parent

 

Consolidated

 

Note

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

308,528

 

412,840

 

3,747,552

 

5,925,688

Financial investments, derivative financial instruments and other financial assets

4.b

 

 

309,460

 

292,934

Trade receivables

5.a

 

 

3,704,187

 

3,921,790

Reseller financing

5.b

 

 

502,702

 

504,862

Trade receivables - sale of subsidiaries

5.c

214,284

 

208,487

 

963,714

 

924,364

Inventories

6

 

 

4,371,941

 

4,291,431

Recoverable taxes

7.a

1,049

 

1,050

 

1,524,461

 

1,462,269

Recoverable income and social contribution taxes

7.b

21,338

 

25,006

 

163,725

 

171,051

Dividends receivable

-

1,346

 

414,973

 

2,722

 

3,572

Other receivables

-

126,497

 

105,229

 

320,576

 

263,806

Prepaid expenses

-

6,847

 

4,617

 

184,704

 

99,922

Contractual assets with customers - exclusivity rights

10

 

 

779,153

 

787,206

Total current assets

 

679,889

 

1,172,202

 

16,574,897

 

18,648,895

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments, derivative financial instruments and other financial assets

4.b

 

295,637

 

2,550,001

 

951,941

Trade receivables

5.a

 

 

16,812

 

13,216

Reseller financing

5.b

 

 

582,391

 

550,641

Related parties

8.a

6,877

 

6,677

 

40,680

 

31,892

Deferred income and social contribution taxes

9.a

167,180

 

164,267

 

1,155,497

 

1,255,134

Recoverable taxes

7.a

75

 

75

 

2,307,597

 

2,741,370

Recoverable income and social contribution taxes

7.b

393

 

8,065

 

240,522

 

225,354

Escrow deposits

18.a

18

 

18

 

1,034,944

 

1,032,717

Indemnification asset - business combination

18.c

 

 

126,489

 

124,927

Other receivables and other assets

-

-

 

-

 

138,972

 

155,818

Prepaid expenses

-

13,333

 

13,752

 

53,407

 

73,387

Contractual assets with customers - exclusivity rights

10

 

 

1,436,748

 

1,475,302

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

11

13,058,205

 

12,322,055

 

316,185

 

318,356

Right-of-use assets, net

12

7,148

 

7,527

 

1,671,590

 

1,711,526

Property, plant and equipment, net

13

73,295

 

5,791

 

6,494,638

 

6,387,581

Intangible assets, net

14

270,442

 

270,658

 

1,872,083

 

2,553,917

Total non-current assets

 

13,596,966

 

13,094,522

 

20,038,556

 

19,603,079

Total assets

 

14,276,855

 

14,266,724

 

36,613,453

 

38,251,974

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

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position
As of March 31, 2024 and December 31, 2023
(In thousands of Brazilian Reais)

  

 

Parent

 

Consolidated

 

Note

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

16.a

32,176

 

26,772

 

3,077,758

 

4,682,671

Trade payables - reverse factoring

16.b

 

 

1,304,089

 

1,039,366

Loans, financing and derivative financial instruments

15

 

 

2,830,914

 

1,075,672

Debentures

15

 

 

942,281

 

917,582

Salaries and related charges

-

32,225

 

51,148

 

348,877

 

494,771

Taxes payable

-

732

 

1,457

 

164,256

 

168,730

Dividends payable

-

10,910

 

314,418

 

31,135

 

334,641

Income and social contribution taxes payable

-

2,823

 

 

86,759

 

551,792

Post-employment benefits

17.b

 

 

23,674

 

23,612

Provision for decarbonization credit

14.b

 

 

 

741,982

Provisions for tax, civil and labor risks

18.a

907

 

907

 

64,371

 

45,828

Leases payable

12.b

2,428

 

2,389

 

314,134

 

311,426

Financial liabilities of customers

-

 

 

148,056

 

157,615

Other payables

-

7,415

 

5,260

 

545,051

 

683,970

Total current liabilities

 

89,616

 

402,351

 

9,881,355

 

11,229,658

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

15

 

 

5,002,053

 

5,585,372

Debentures

15

 

 

4,182,547

 

4,189,391

Related parties

8.a

2,875

 

2,875

 

3,318

 

3,118

Deferred income and social contribution taxes

9.a

 

 

25,698

 

206

Post-employment benefits

17.b

1,582

 

1,506

 

246,816

 

241,211

Provisions for tax, civil and labor risks

18.a; 18.c

185,460

 

188,757

 

1,241,152

 

1,258,302

Leases payable

12.b

5,763

 

6,197

 

1,157,960

 

1,212,508

Financial liabilities of customers

-

 

 

129,502

 

151,319

Subscription warrants - indemnification

19

88,118

 

87,299

 

88,118

 

87,299

Provision for unsecured liabilities of subsidiaries, joint ventures and associates

11

55,952

 

55,712

 

279

 

256

Other payables

19,265

 

15,532

 

278,871

 

263,508

Total non-current liabilities

 

359,015

 

357,878

 

12,356,314

 

12,992,490

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

20.a

6,621,752

 

6,621,752

 

6,621,752

 

6,621,752

Equity instrument granted

20.b

85,862

 

75,925

 

85,862

 

75,925

Capital reserve

20.d

603,463

 

597,828

 

603,463

 

597,828

Treasury shares

20.c

(470,030)

 

(470,510)

 

(470,030)

 

(470,510)

Revaluation reserve of subsidiaries

20.d

3,758

 

3,802

 

3,758

 

3,802

Profit reserves

20.e

6,389,559

 

6,389,559

 

6,389,559

 

6,389,559

Retained earnings

-

431,528

 

 

431,528

 

Accumulated other comprehensive income

20.f

162,332

 

154,108

 

162,332

 

154,108

Additional dividends to the minimum mandatory dividends

 

134,031

 

 

134,031

Equity attributable to:

 

 

 

 

 

 

 

Shareholders of Ultrapar

13,828,224

 

13,506,495

 

13,828,224

 

13,506,495

Non-controlling interests in subsidiaries

 

 

547,560

 

523,331

Total equity

13,828,224

 

13,506,495

 

14,375,784

 

14,029,826

Total liabilities and equity

14,276,855

 

14,266,724

 

36,613,453

 

38,251,974

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of income
For the periods ended March 31, 2024 and 2023
(In thousands of Brazilian Reais, except earnings per thousand shares)

  

 

 

Parent

 

Consolidated

 

Note

 

 03/31/2024

 

03/31/2023 

 

03/31/2024 

 

03/31/2023 

Net revenue from sales and services

21

 

 

 

30,395,902

 

30,551,753

Cost of products and services sold

22

 

 

 

(28,334,690)

 

(28,839,034)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

2,061,212

 

1,712,719

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

Selling and marketing

22

 

 

 

(569,000)

 

(510,968)

General and administrative

22

 

(12,588)

 

(6,087)

 

(440,800)

 

(453,927)

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

 

 

41

 

 

36,808

 

52,777

Other operating income (expenses), net

22

 

35,218

 

(172)

 

(137,787)

 

(133,210)

 

 

 

 

 

 

 

 

 

 

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

 

 

22,671

 

(6,259)

 

950,433

 

667,391

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

11

 

415,378

 

287,229

 

(3,084)

 

10,448

Income before financial result and income and social contribution taxes

 

 

438,049

 

280,970

 

947,349

 

677,839

 

 

 

 

 

 

 

 

 

 

Financial income

23

 

19,746

 

35,092

 

160,195

 

190,447

Financial expenses

23

 

(18,642)

 

(51,711)

 

(442,964)

 

(502,041)

Financial result, net

23

 

1,104

 

(16,619)

 

(282,769)

 

(311,594)

Income before income and social contribution taxes

 

 

439,153

 

264,351

 

664,580

 

366,245

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

(10,592)

 

(9,796)

 

(87,864)

 

(139,676)

Deferred

9.b

 

2,913

 

7,510

 

(121,270)

 

47,256

 

 

 

(7,679)

 

(2,286)

 

(209,134)

 

(92,420)

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

431,474

 

262,065

 

455,446

 

273,825

Income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

 

 

431,474

 

262,065

 

431,474

 

262,065

Non-controlling interests in subsidiaries

11

 

 

 

23,972

 

11,760

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

24

 

0.3926

 

0.2393

 

0.3926

 

0.2393

Diluted

24

 

0.3881

 

0.2372

 

0.3881

 

0.2372

 

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, 2024 and 2023
(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Net income for the period, attributable to shareholders of Ultrapar

 

431,474

 

262,065

 

431,474

 

262,065

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

 

 

 

23,972

 

11,760

Net income for the period

 

431,474

 

262,065

 

455,446

 

273,825

 

 

 

 

 

 

 

 

 

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

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

20.f.1

8,224

 

(6,525)

 

8,224

 

(6,525)

Total comprehensive income for the period

 

439,698

 

255,540

 

463,670

 

267,300

Total comprehensive income for the period attributable to shareholders of Ultrapar

 

439,698

 

255,540

 

439,698

 

255,540

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

 

 

 

23,972

 

11,760

 

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, 2024 and 2023
(In thousands of Brazilian Reais, except dividends per share)

 


 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

Total equity

Balance as of December 31, 2023

 

6,621,752

 

75,925

 

597,828

 

(470,510)

 

3,802

 

121,990

 

6,267,569

 

154,108

 

 

134,031

 

13,506,495

 

523,331

 

14,029,826

Net income for the period

 

 

 

 

 

 

 

 

 

431,474

 

 

431,474

 

23,972

 

455,446

Other comprehensive income

 

 

 

 

 

 

 

 

8,224

 

 

 

8,224

 

 

8,224

Total comprehensive income for the period

 

 

 

 

 

 

 

 

8,224

 

431,474

 

 

439,698

 

23,972

 

463,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

5,631

 

 

 

 

 

 

 

 

5,631

 

 

5,631

Equity instrument granted

8.c; 20.a; 20.b

 

9,937

 

4

 

480

 

 

 

 

 

 

 

10,421

 

 

10,421

Realization of revaluation reserve of subsidiaries

 

 

 

 

(44)

 

 

 

 

54

 

 

10

 

 

10

Shareholder transaction - changes of ownership interest

 

 

 

 

 

 

 

 

 

 

 

 

257

 

257

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

 20.e

 

 

 

 

 

 

 

 

 

(134,031)

 

(134,031)

 

 

(134,031)

Balance as of March 31, 2024

 

6,621,752

 

85,862

 

603,463

 

(470,030)

 

3,758

 

121,990

 

6,267,569

 

162,332

 

431,528

 

 

13,828,224

 

547,560

 

14,375,784

  

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity
For the periods ended March 31, 2024 and 2023
(In thousands of Brazilian Reais, except dividends per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

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; 20.a; 20.b

 

5,092

 

 

 

 

 

 

 

 

 

5,092

 

 

5,092

Realization of revaluation reserve of subsidiaries

-

 

 

 

 

(44)

 

 

 

 

(95)

 

 

(139)

 

 

(139)

Shareholder transaction - changes of ownership interest

-

 

 

 

 

 

2

 

 

 

 

 

2

 

 

2

Loss due to change in ownership interest

-

 

 

 

 

 

 

 

 

 

 

 

(112)

 

(112)

Dividends attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

 

(192)

 

(192)

Approval of additional dividends by the Ordinary General Shareholders’ 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

 

(i) 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, 2024 and 2023
(In thousands of Brazilian Reais)

 

 

    Parent   

 

Consolidated

 

Note

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income from continuing operations

 

431,474

 

262,065

 

455,446

 

273,825

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

 

 

 

 

 

 

 

 

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

11

(415,378)

 

(287,229)

 

3,084

 

(10,448)

Amortization of contractual assets with customers - exclusivity rights

10

 

 

132,658

 

132,138

Amortization of right-of-use assets

12

604

 

588

 

71,071

 

75,290

Depreciation and amortization

13; 14

3,122

 

2,291

 

208,704

 

196,119

Interest and foreign exchange rate variations

 

9,088

 

42,775

 

393,003

 

337,694

Current and deferred income and social contribution taxes

9.b

7,678

 

2,286

 

209,134

 

92,420

Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets

 

(35,280)

 

 

(72,047)

 

(52,777)

Equity instrument granted

 

4,973

 

1,261

 

10,421

 

5,092

Provision for decarbonization - CBIO

22

 

 

182,942

 

152,815

Other provisions and adjustments

 

(3,214)

 

11,858

 

51,036

 

89,813

 

 

3,067

 

35,895

 

1,645,452

 

1,291,981

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

177,476

 

403,105

Inventories

6

 

 

(77,210)

 

1,130,592

Recoverable taxes

7

3,571

 

(15,223)

 

(86,283)

 

(187,308)

Dividends received from subsidiaries, associates and joint ventures

 

413,627

 

906,402

 

850

 

377

Other assets

 

(3,950)

 

27,783

 

(137,681)

 

4,030

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

16

5,404

 

(18,780)

 

(1,340,189)

 

(2,764,262)

Salaries and related charges

-

(18,923)

 

(27,156)

 

(145,894)

 

(131,184)

Taxes payable

-

(725)

 

(584)

 

(4,474)

 

7,708

Other liabilities

 

12,338

 

4,911

 

(41,501)

 

(128,476)

     Acquisition of CBIO

14

 

 

(338,067)

 

(167,527)

     Payments of contractual assets with customers - exclusivity rights

10

 

 

(91,948)

 

(132,442)

     Payment of contingencies

-

 

 

(30,896)

 

(6,171)

     Income and social contribution taxes paid

 

 

 

(102,872)

 

(31,675)

Net cash provided (consumed) by operating activities

 

414,409

 

913,248

 

(573,237)

 

(711,252)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

145,344

 

 

(1,546,977)

 

302,552

Acquisition of property, plant and equipment and intangible assets

13; 14

(70,409)

 

(9,352)

 

(326,198)

 

(221,017)

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

 

10,313

 

 

89,371

 

149,609

Capital decrease in subsidiaries, associates and joint ventures

11

 

572,004

 

 

Net cash consumed by subsidiaries' acquisition

 

(173,298)

 

 

 

(47,456)

Investment purchase and sale transactions and other assets

 

 

 

 

(38,143)

Net cash provided (consumed) by investing activities

 

(88,050)

 

562,652

 

(1,783,804)

 

145,545

 

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended March 31, 2024 and 2023
(In thousands of Brazilian Reais)

 

 

    Parent   

 

Consolidated

 

Note

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

15

 

 

1,348,933

 

1,708,600

Repayments

15

 

(1,725,000)

 

(136,596)

 

(1,851,741)

Interest and derivatives paid

15

7,838

 

(118,181)

 

(426,611)

 

(292,319)

Payments of lease

 

 

 

 

 

 

 

 

Principal

12.b

(523)

 

(727)

 

(71,902)

 

(82,089)

Interest paid

12.b

(247)

 

-

 

(48,423)

 

(2,000)

    Dividends paid

 

(437,539)

 

(108,615)

 

(437,525)

 

(108,714)

    Proceeds from financial liabilities of customers

 

 

 

 

6,782

    Payments of financial liabilities of customers

 

 

 

(40,575)

 

(47,417)

    Capital decrease

 

 

 

 

(26)

    Related parties

 

(200)

 

(4,576)

 

(8,396)

 

411

Net cash consumed by financing activities

 

(430,671)

 

(1,957,099)

 

178,905

 

(668,513)

Effect of exchange rate changes on cash and cash equivalents in foreign currency
 
 
-
(25,735)
Decrease in cash and cash equivalents
(104,312) 
(481,199)
(2,178,136)
(1,259,955)
Cash and cash equivalents at the beginning of the period 4.a 412,840 
605,461
5,925,688
5,621,769
Cash and cash equivalents at the end of the period 4.a 308,528 
124,262
3,747,552
4,361,814

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

68,326

 

134,825

Addition on contractual assets with customers - exclusivity rights

 

 

 

16,194

 

49,821

Transfer between trade receivables and property, plant and equipment

 

 

 

4,355

 

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

 

 

 

5,460

 

411

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

 

 

 

9,046

 

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, 2024 and 2023

 

 

Parent

 

Consolidated

 

Note

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Revenues

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

 

 

31,629,465

 

31,359,944

Rebates, discounts and returns

 

 

 

(249,380)

 

(232,384)

Allowance for expected credit losses

5

 

 

(14,680)

 

12,327

Amortization of contractual assets with customers - exclusivity rights

10

 

 

(132,658)

 

(132,138)

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


35,260

 

(172)

 

(95,600)

 

(80,433)

 

 

35,260

 

(172)

 

31,137,147

 

30,927,316

Materials purchased from third parties

 

 

 

 

 

 

 

 

Raw materials used

 

 

 

(644,337)

 

(358,458)

Cost of products and services sold

 

 

 

(27,788,438)

 

(28,534,673)

Materials, energy, third-party services and others

 

48,556

 

48,238

 

(325,076)

 

(353,584)

Provision for assets losses

 

 

 

-

 

7,537

 

 

48,556

 

48,238

 

(28,757,851)

 

(29,239,178)

Gross value added

 

83,816

 

48,066

 

2,379,296

 

1,688,138

Retentions

 

 

 

 

 

 

 

 

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

12.a; 13; 14

(3,726)

 

(2,879)

 

(279,775)

 

(271,409)

Net value added produced by the Company

 

80,090

 

45,187

 

2,099,521

 

1,416,729

Value added received in transfer

 

 

 

 

 

 

 

 

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

11

415,378

 

287,229

 

(3,084)

 

10,448

Rents and royalties

 

 

 

78,826

 

76,995

Financial income

23

19,746

 

35,092

 

160,195

 

190,447

 

 

435,124

 

322,321

 

235,937

 

277,890

Total value added available for distribution

 

515,214

 

367,508

 

2,335,458

 

1,694,619

Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

39,334

 

35,729

 

359,182

 

330,697

Benefits

 

5,787

 

6,067

 

110,577

 

99,512

Government Severance Indemnity Fund for Employees (FGTS)

 

1,696

 

2,357

 

26,998

 

23,754

Others

 

3,972

 

925

 

29,907

 

21,075

 

 

50,789

 

45,078

 

526,664

 

475,038

Taxes, fees, and contributions

 

 

 

 

 

 

 

 

Federal

 

12,978

 

11,325

 

726,119

 

341,607

State

 

 

-

 

132,058

 

89,825

Municipal

 

47

 

6

 

42,119

 

34,704

 

 

13,025

 

11,331

 

900,296

 

466,136

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, effect of exchange rate changes and financial instruments

 

476

 

45,534

 

385,750

 

389,351

Rents

 

1,979

 

979

 

22,851

 

33,041

Others

 

17,471

 

2,521

 

44,451

 

57,228

 

 

19,926

 

49,034

 

453,052

 

479,620

Remuneration of own capital

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

192

Retained earnings

 

431,474

 

262,065

 

455,446

 

273,633

 

 

431,474

 

262,065

 

455,446

 

273,825

Value added distributed

 

515,214

 

367,508

 

2,335,458

 

1,694,619

 

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

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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 25.a.

 

This interim financial information was authorized for issuance by the Board of Directors on May 8, 2024.

 

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 financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

a.2. Interest in subsidiaries
  

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

 

 

 

 

 

 

% interest in the share capital

 

 

 

 

 

03/31/2024

 

12/31/2023

 

 

 

 

 

Control

 

Control

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ultrapar Mobilidade Ltda.(4)

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

Serra Diesel Transportador Revendedor Retalhista Ltda.(8)

 

Brazil

Ipiranga

 

-

 

60

 

-

 

60

Centro de Conveniências Millennium Ltda. and subsidiaries(9)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Produtos de Petróleo S.A.(12)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Glazed Brasil S.A.(15)

 

Brazil

Ipiranga

 

-

 

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

Irupé Biocombustíveis Ltda.(10)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Noth America LLC.(14)

 

United States

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Middle East DMCC(14)

 

Dubai

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Europe S.A. (14)

 

Switzerland

Ipiranga

 

-

 

100

 

-

 

-

Eaí Clube Automobilista S.A.(13)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

Abastece Aí Participações S.A.(6)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda.(5)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ultragaz Participações Ltda.

 

Brazil

Ultragaz

 

100

 

-

 

100

 

-

Ultragaz Energia Ltda. and subsidiaries

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A.

 

Brazil

Ultragaz

 

-

 

99

 

-

 

99

   Nova Paraná Distribuidora de Gás Ltda.(1)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

   Bahiana Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   NEOgás do Brasil Gas Natural Comprimido S.A.(3)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultrapar Logística Ltda.(11)

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

Ultracargo Soluções Logísticas S.A.(2)

 

  Brazil

  Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

 

Brazil

Others

 

100

 

-

 

100

 

-

Imaven Imóveis Ltda.(7)

 

Brazil

Others

 

100

 

-

 

100

 

-

 

The percentages in the table above are rounded.


18

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

(1)  Non-operating company in closing phase.
(2) On June 16, 2023, the name of subsidiary Ultracargo Vila do Conde Logística Portuária S.A. was changed to Ultracargo Soluções Logísticas S.A.
(3) On 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 closing of the acquisition occurred on February 1, 2023.
(4) Company established on February 28, 2023 with the purpose of holding interests in other companies. On October 2, 2023, the name of subsidiary Ultrapar Empreendimentos Ltda. was changed to Ultrapar Mobilidade Ltda.
(5) On April 13, 2023, the company was acquired by Eaí Clube Automobilista S.A. The acquisition was made at book value.
(6) Company established on June 1, 2023 with the purpose of holding interests in other companies.
(7) On April 28, 2023, Imaven Imóveis Ltda. (“Imaven”), performed a partial spin-off of its assets, and the spin-off part was merged into the equity of the subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, Imaven became directly controlled by Ultrapar. The entire transaction was carried out under common control.
(8) On May 21, 2023, the Company, through its subsidiary Ultrapar Empreendimentos Ltda., signed an agreement for the acquisition of a 60% interest in Serra Diesel Transportador Revendedor Retalhista Ltda. The closing of the transaction occurred on September 1, 2023.
(9) On October 2, 2023, Centro de Conveniências Millennium Ltda. and subsidiaries became directly controlled by Ultrapar Mobilidade Ltda.
(10) Company established on October 2, 2023, engaged in the production, sale, import and export of biofuels, fertilizers and other agricultural inputs.
(11) On February 19, 2024, the name of subsidiary Ultracargo Operações Logísticas e Participações Ltda. was changed to Ultrapar Logística Ltda.
(12)
On January 2, 2023, the direct subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) became directly controlled by Ultrapar Mobilidade Ltda.
(13) On January 2, 2024, subsidiary Eaí Clube Automobilista S.A. became directly controlled by Ipiranga.
(14)
Companies established as Ipiranga’s subsidiaries in foreign countries, engaged in the commercial representation, trade, export and import of fuels.
(15) Company established on March 8, 2024, engaged in the wholesale and retail trade, manufacture, storage, export and import of natural and industrialized food products.


b. Main events that occurred in the period

 

b1. Acquisition of significant stake in Hidrovias
 

On March 24, 2024, the Company entered into a share purchase and sale agreement for the acquisition of 128,369,488 shares of Hidrovias do Brasil S.A. (“Hidrovias”), equivalent to 16.88% of its share capital (“Transaction Shares”), for R$ 3.98/share. The closing of this transaction was subject to the approval by the Administrative Council for Economic Defense (CADE) and waiver of the requirement to conduct a public offering due to the significant increase in stake (“poison pill”) by Hidrovias (precedent conditions). In addition, Ultrapar by its subsidiary Ultrapar Logística Ltda, owns in the quarter ended in March 31, 2024, a direct participation of 10.02% of Hidrovias share capital, presented on caption “Financial investiments” as a financial asset.

 

The acquisition of stake in Hidrovias is in line with Ultrapar's strategy of expanding its presence in sectors exposed to Brazilian agribusiness, mainly in the Midwest and North regions, investing in companies in which it can contribute strategic, operational, administrative and financial knowledge, being a strategic and long-term reference shareholder of Hidrovias, supporting its growth, governance and management model.

 

On May 7, 2024, after the complishment of all precedent conditions, the Company have concluded the transaction of purchase and sale of Hidrovias’ share (“Transaction Shares”), which added to direct position acquired until March 31, 2024 and other shares acquired at stock exchange (“B3”) between April 1, 2024 to May 7, 2024, amounts to an ownership position of 35.97% of Hidrovias share capital. This transaction does not constitute control of Hidrovias by the Company.

 

19

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

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, 2023. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2023.

 

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



(i) derivative and non-derivative financial instruments measured at fair value;

(ii) share-based payments and employee benefits measured at fair value;

(iii) deemed cost of property, plant and equipment.


This interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices. This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2023, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements.

 

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

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

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

 

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.

 

a.  New accounting policies and changes in accounting policies

 

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/after January 1, 2024 had no significant impact on the interim financial information for the period ended March 31, 2024:


  • IAS 1 – Non-current Liabilities with Covenants
  • CPC 06 / IFRS 16 (R2) – Lease Liability in a Sale and Leaseback
  • CPC 09 (R1) – Statements of value added


a.2 Accounting policies not adopted


The following new standards, amendments to standards and interpretations of IFRS issued by the IASB were not adopted since they are not effective in the period ended March 31, 2024. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact of their adoption on their future individual and consolidated interim financial information.


  • IFRS 7/ CPC 03 and IAS 7/ CPC 40 – Supplier Finance Arrangements
  • IFSR 18/ CPC 26 – Presentation and Disclosure in Financial Statements
  • IFRS 10/ CPC 36 (R3) and IAS 28/ CPC 18 (R2) – Sale or Contribution of Assets between an Investor and its Associate or Joint venture

 

21

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

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, private securities 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 derivative financial instruments.

 

The financial assets were classified based on business model of the Company and its subsidiaries and are disclosed in Note 26.j.

 

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

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Cash and banks

 

 

 

 

 

 

 

In local currency

1,758

 

408

 

171,919

 

77,488

In foreign currency

 

 

31,800

 

47,664

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

306,770

 

412,432

 

3,401,897

 

5,476,726

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency

 

 

141,936

 

323,810

Total cash and cash equivalents

308,528

 

412,840

 

3,747,552

 

5,925,688

  

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



b. Financial investments, derivative financial instruments and other financial assets
 

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

 

 

Parent

 

Consolidated

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

 

 

107,440

 

82,592

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency (a)

 

 

1,567,059

 

-

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

 

295,637

 

1,184,962

 

1,162,283

Total financial investments and derivative financial instruments

 

295,637

 

2,859,461

 

1,244,875

Current

 

 

309,460

 

292,934

Non-current

 

295,637

 

2,550,001

 

951,941

 

(a)  Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.

(b)  Accumulated gains, net of withholding income tax (see Note 26.h).

 

 

a. Trade receivables

 

The breakdown of trade receivables is as follows:

 

 

03/31/2024

 

12/31/2023

Domestic customers

4,003,429

 

4,183,696

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

81

 

78

Foreign customers

57,643

 

82,634

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

1,957

 

3,065

 

4,063,110

 

4,269,473

(-) Allowance for expected credit losses

(342,111)

 

(334,467)

Total

3,720,999

 

3,935,006

Current

3,704,187

 

3,921,790

Non-current

16,812

 

13,216

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

03/31/2024

4,063,110

3,359,589

83,536

27,130

15,847

39,048

537,960

12/31/2023

4,269,473

3,538,087

52,561

52,089

15,976

34,157

576,603

 

 

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

 

 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

03/31/2024

342,111

17,646

1,618

1,659

1,770

12,038

307,380

12/31/2023

334,467

15,866

3,088

1,984

1,851

11,088

300,590

 

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

 

Balance as of December 31, 2023

334,467

Additions

42,074

Reversals

(29,905)

Write-offs

(4,525)

Balance as of March 31, 2024

342,111

 

For further information on the allowance for expected credit losses, see Note 26.d.2.

 

b. Reseller financing

 

The breakdown of reseller financing is comprised as follows:

 

 

03/31/2024

 

12/31/2023

Reseller financing – Ipiranga

1,226,274

 

1,189,886

(-) Allowance for expected credit losses

(141,181)

 

(134,383)

 

1,085,093

 

1,055,503

Current

502,702

 

504,862

Non-current

582,391

 

550,641

  

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

03/31/2024

1,226,274

896,040

9,846

14,595

6,968

14,948

283,877

12/31/2023

1,189,886

874,191

8,890

5,664

7,869

13,273

279,999

 

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

 

 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

03/31/2024

141,181

7,212

1,770

809

1,203

5,223

124,964

12/31/2023

134,383

8,265

1,595

857

1,795

4,521

117,350



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


Balance as of December 31, 2023

134,383

Additions

18,769

Reversals

(9,456)

Write-offs

(2,515)

Balance as of March 31, 2024

141,181

 

For further information on the allowance for expected credit losses, see Note 26.d.2.

 

c. Trade receivables - sale of subsidiaries

 

The breakdown of other receivables is comprised as follows:

 

 

Parent

 

Consolidated

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Sale of subsidiary Oxiteno:

 

 

 

 

 

 

 

Receivables from sale of investments (i)

 

 

749,430

 

726,195

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

 

 

 

(10,318)

Sale of subsidiary Extrafarma:

 

 

 

 

 

 

 

Receivables from sale of investments (iii)

214,284

 

208,487

 

214,284

 

208,487

 

214,284

 

208,487

 

963,714

 

924,364

Current

214,284

 

208,487

 

963,714

 

924,364

Non-current

 

 

 


25

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



(i) Refers to the final installment of the sale of Oxiteno, in the amount of USD 150 million, received 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%, and fully paid up to March 31, 2024. For further information, see Note 29.a.

 

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


 

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

 

 

03/31/2024

 

12/31/2023

Fuels, lubricants and greases

3,340,067

 

3,367,094

Raw materials

281,854

 

282,197

Liquified petroleum gas - LPG

132,679

 

112,100

Consumable materials and other items for resale

133,855

 

121,537

Purchase for future delivery (1)

461,599

 

386,281

Properties for resale

21,887

 

22,222

 

4,371,941

 

4,291,431

 

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

 

Movements in the provision for inventory losses are as follows:

 

Balance as of December 31, 2023

7,031

Provision for obsolescence and other losses

3,300

Reversal of provision for adjustment to realizable value

(1,353)

Balance as of March 31, 2024

8,978

 

 

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”).

 

 

03/31/2024

 

12/31/2023

ICMS - State VAT (a.1)

1,323,473

 

1,365,128

PIS and COFINS - Federal VAT (a.2)

2,440,005

 

2,761,262

Others

68,580

 

77,249

Total

3,832,058

 

4,203,639

Current

1,524,461

 

1,462,269

Non-current

2,307,597

 

2,741,370

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

  

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

 

Tax credits recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.


In the second quarter of 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).

 

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 days 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 1,118/22 effective date, remained in force. 

   

The Company, through its subsidiaries Ipiranga, Ultragaz and Bahiana, has credits in the amount of R$ 991,099 (R$ 1,088,303 as of December 31, 2023) from  the LC 192/22. The Management estimates the realization of these credits within up to 5 years from the constitution date.

  


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

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

 

03/31/2024

 

12/31/2023

IRPJ and CSLL

404,247

 

396,405

Current

163,725

 

171,051

Non-current

240,522

 

225,354

 

  

a. Related parties


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


a.1 Parent

 

 

 

Assets

 

Liabilities

 

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Transactions with joint ventures

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

            -  

 

            -  

 

       2,875

 

       2,875

 

 

 

 

 

 

 

 

 

Transactions with Ultra Group companies

 

 

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

 

     49,351

 

     69,118

 

       4,017

 

       3,843

Cia Ultragaz S.A.

 

     26,950

 

     18,741

 

       4,682

 

          880

Ultracargo Logística S.A.

 

       6,793

 

       3,369

 

          112

 

          183

Eaí Clube Automobilista S.A.

 

       1,526

 

          621

 

            -  

 

            -  

UVC Investimentos Ltda

 

          313

 

          217

 

            57

 

            40

am/pm Comestíveis Ltda.

 

       4,822

 

       2,994

 

          185

 

          232

Others

 

          108

 

            52

 

            -  

 

            84

Total

 

     89,863

 

     95,112

 

     11,928

 

       8,137

 

 

 

Assets

 

Liabilities

 

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

Other receivables

 

82,986

 

88,435

 

-

 

-

Related parties

 

6,877

 

6,677

 

-

 

-

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Other payables

 

-

 

-

 

9,053

 

5,262

Related parties

 

-

 

-

 

2,875

 

2,875

Total

 

     89,863

 

     95,112

 

     11,928

 

       8,137

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


a.2 Consolidated

 

Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note a.2. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:

 

 

 

Assets

 

Liabilities

 

Financial result

 

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

03/31/2023

Balances and transactions with associates and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

-

 

-

 

2,875

 

2,875

 

-

 

-

Refinaria de Petróleo Riograndense S.A.

 

-

 

-

 

4,384

 

29,278

 

(126,043)

 

(118,194)

Latitude Logística Portuária S.A.      

 

19,462

 

11,393

 

22

 

20

 

-

 

-

Nordeste Logistica I S.A.

 

7,014

 

6,842

 

27

 

24

 

-

 

-

Nordeste Logistica III S.A.

 

-

 

-

 

18

 

18

 

-

 

-

Navegantes Logística Portuária S.A.

 

14,031

 

13,703

 

-

 

-

 

-

 

-

União Vopak Armazéns Gerais Ltda.

 

32

 

32

 

-

 

-

 

102

 

200

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances and transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

 

Chevron (Thailand) Limited (2)

 

184

 

-

 

-

 

-

 

153

 

197

Chevron Latin America Marketing LLC (2)

 

73

 

73

 

-

 

-

 

-

 

-

Chevron Lubricants Oils S.A. (2)

 

-

 

353

 

-

 

-

 

-

 

-

Chevron Marine Products (2)

 

1,700

 

2,495

 

-

 

-

 

2,623

 

2,715

Chevron Oronite Brasil Ltda. (2)

 

-

 

-

 

48,502

 

53,466

 

(41,911)

 

(47,987)

Chevron Products Company (2)

 

-

 

-

 

67,407

 

63,263

 

(150,522)

 

(78,377)

Chevron Belgium NV (2)

 

-

 

-

 

901

 

1,346

 

(3,500)

 

(9,591)

Chevron Petroleum CO Colombia (2)

 

-

 

 

 

294

 

-

 

-

 

-

Chevron Brasil Oleo e Gas Ltda. (2)

 

-

 

-

 

36

 

37

 

-

 

-

Chevron Lubricants Lanka PLC (2)

 

49

 

144

 

-

 

-

 

-

 

-

MLF Holding LTDA (3)

 

-

 

-

 

-

 

-

 

(44)

 

-

Others

 

173

 

-

 

443

 

243

 

-

 

-

Total

 

42,718

 

35,035

 

124,909

 

150,570

 

(319,142)

 

(251,037)

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

 

 

 

Assets

 

Liabilities

 

Financial result

 

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

03/31/2023

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (see Note 5)

 

2,038

 

3,143

 

-

 

-

 

-

 

-

Other receivables

 

-

 

-

 

-

 

-

 

-

 

-

Related parties (1)

 

40,680

 

31,892

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables (see Note 16)

 

-

 

-

 

121,591

 

147,452

 

-

 

-

Other payables

 

-

 

-

 

-

 

-

 

-

 

-

Related parties (1)

 

-

 

-

 

3,318

 

3,118

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

Sales and services provided

 

-

 

-

 

-

 

-

 

2,909

 

3,112

Purchases

 

-

 

-

 

-

 

-

 

(322,051)

 

(254,149)

Total

 

42,718

 

35,035

 

124,909

 

150,570

 

(319,142)

 

(251,037)

 

(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) Non-controlling shareholders and other related parties of Iconic.
(3)
Non-controlling shareholders and other related parties of Serra Diesel.

29


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

 

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 allowance for expected credit losses or guarantees are recorded.

 

b. Key executives (Consolidated)

  

The Ultrapar's compensation policy and practices are designed to align short and long-term interests with shareholders and the Company's sustainability. The short and long-term variable compensation, a significant portion of the total Board remuneration, is linked to growth goals in results and generated economic value, aligned with shareholders' interests. The individual goals associated with the businesses’ operating and commercial performance, people development, projects execution, among other objectives, always in line with the strategic plan approved by the Board of Directors. In addition, to consolidate the alignment of interests between management and shareholders, members of Ultrapar’s management receive variable short-term  compensation linked to performance based on financial goals defined for each business and for Ultrapar. Since 2022, executives have at least 1/3 of their individual goals related to the ESG agenda. For details about post-employment benefits see Note 17.b.

 

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

 

 

03/31/2024

 

03/31/2023

Short-term compensation

11,798

 

13,532

Stock compensation

10,136

 

5,833

Post-employment benefits

725

 

794

Total

22,659

 

20,159

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

 

c. Deferred stock plan (Consolidated)

 

On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“Plan 2017”), which establishes the general terms and conditions for granting of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries. As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital could be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.

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

 

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

 

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

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024

  

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

Program

Grant date

Number of shares granted (Quantity)

Vesting period

Fair value of shares on the grant date (in R$)

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

 

Accumulated recognized exercisable grant costs (in R$ thousands)

 

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 19, 2018

80,000

2024

19.58

2,697

 

(2,474)

 

223

Restricted

April 3, 2019

23,030

2024

23.25

1,024

 

(1,024)

 

Restricted

September 2, 2019

240,000

2025

16.42

6,774

 

(5,179)

 

1,595

Restricted

April 1, 2020

89,388

2024 to 2025

12.53

2,101

 

(1,892)

 

209

Performance

April 1, 2020

144,202

2024 to 2025

12.53

3,430

 

(3,171)

 

259

Restricted

September 16, 2020

140,000

2026

23.03

5,464

 

(3,263)

 

2,201

Restricted

April 7, 2021

337,034

2024

21.00

13,480

 

(13,480)

 

Performance

April 7, 2021

644,653

2024

21.00

25,349

 

(25,349)

 

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093

 

(10,315)

 

13,778

Restricted

April 6, 2022

667,194

2025

14.16

17,781

 

(11,897)

 

5,884

Performance

April 6, 2022

935,493

2025

14.16

24,857

 

(17,277)

 

7,580

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

 

(10,141)

 

53,907

Restricted

December 7, 2022

1,500,000

2032

13.47

37,711

 

(5,032)

 

32,679

Restricted

April 20, 2023

311,324

2025

14.50

7,472

 

(3,736)

 

3,736

Restricted

April 20, 2023

1,179,409

2026

14.50

31,936

 

(10,683)

 

21,253

Performance

April 20, 2023

1,184,320

2026

14.50

32,050

 

(10,806)

 

21,244

Restricted

September 20, 2023

3,800,000

2033

18.75

132,784

 

(7,753)

 

125,031

 

14,916,047

 

 

433,051

 

(143,472)

 

289,579


Balance as of December 31, 2023

 

14,834,595

Shares granted during the period

 

87,503

Cancellation of granted shares due to termination of executive employment

 

(5,118)

Shares transferred (vesting)

 

(933)

Balance as of March 31, 2024

 

14,916,047

 

The Company does not have shares that were not transferred after the period for transfer of bare ownership of the shares. For the three-month period ended March 31, 2024, an expense in the amount of R$ 21,035 was recognized in relation to the Plan (R$ 9,735 for the period ended March 31, 2023).



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

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


Image59

 

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 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

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

46,260

 

46,863

Provisions for tax, civil and labor risks

63,365

 

64,486

 

326,156

 

326,662

Provision for post-employment benefits

538

 

512

 

92,355

 

90,451

Provision for differences between cash and accrual basis (i)

 

 

6,249

 

35,989

Goodwill

 

 

6,278

 

7,976

Provision for asset retirement obligation

 

 

14,633

 

14,759

Operating provisions

7,778

 

3,247

 

42,948

 

299,609

Provision for profit sharing and bonus

3,103

 

12,590

 

26,847

 

91,883

Leases payable

2.785

 

2,919

 

500.512

 

518,138

Change in fair value of subscription warrants

5,414

 

3,566

 

5,414

 

3,566

Provision for deferred revenue

 

 

867

 

932

Other temporary differences

12,515

 

9,428

 

113,292

 

104,319

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

74,112

 

77,453

 

623,640

 

396,601

Total

169.610

 

174,201

 

1,805.451

 

1,937,748

Offseting liability balance

(2.430)

 

(9,934)

 

(649,954)

 

(682,614)

Net balances presented in assets

167,180

 

164,267

 

1,155,497

 

1,255,134

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

2.430

 

2,559

 

416.989

 

432,908

Provision for differences between cash and accrual basis (i)

 

7,375

 

87,132

 

81,293

Goodwill

 

 

28,730

 

28,717

Business combination - fair value of assets

 

 

54,499

 

54,921

Other temporary differences

 

 

88,302

 

84,981

Total

2.430

 

9,934

 

675.652

 

682,820

Offseting asset balance

(2.430)

 

(9,934)

 

(649.954)

 

(682,614)

Net balances presented in liabilities

 

 

25,698

 

206

 

(i)  In the consolidated refers mainly to the income and social contribution taxes on the exchange variation of the derivative instruments.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

Parent

 

Consolidated

Balance as of December 31, 2023

164,267

 

1,254,928

Deferred IRPJ and CSLL recognized in profit (loss) for the period

2,913

 

(121,270)

Deferred IRPJ and CSLL recognized in other comprehensive income

 

(3,693)

Others

 

(166)

Balance as of March 31, 2024

167,180

 

1,129,799

 

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

 

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Income before taxes

439,153

 

264,351

 

664,580

 

366,245

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(149,312)

 

(89,879)

 

(225,957)

 

(124,523)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(1,313)

 

(515)

 

(3,657)

 

(2,050)

Nontaxable revenues (ii)

139

 

65

 

5,258

 

23,306

Adjustment to estimated income (iii)

 

 

566

 

2,047

Unrecorded deferred income and social contribution tax carryforwards (iv)

 

 

(10,642)

 

(2,889)

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

141,229

 

97,658

 

(1,049)

 

3,552

Other adjustments

1,578

 

(9,615)

 

1,020

 

(12,640)

Income and social contribution taxes before tax incentives

(7,679)

 

(2,286)

 

(234,461)

 

(113,197)

Tax incentives – SUDENE (9.c)

-

 

 

25,327

 

20,777

Income and social contribution taxes in the statement of income

(7,679)

 

(2,286)

 

(209,134)

 

(92,420)

Current

(10,592)

 

(9,796)

 

(87,864)

 

(139,676)

Deferred

2,913

 

7,510

 

(121,270)

 

47,256

Effective IRPJ and CSLL rates - %

1.7

 

0.9

 

31.5

 

25.2

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



(i)  Consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative results of foreign subsidiaries and certain provisions.
(ii) Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes, tax incentives, installments and the reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary adjustment (SELIC) in the repetition of undue tax lawsuits.
(iii) Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution losses are calculated on a basis equal to 32% of the operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries.
(iv) See Note 9.d.


 c. Tax incentives – SUDENE

 

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

 

Subsidiary

Units

Incentive - %

Expiration

Bahiana Distribuidora de Gás Ltda.

Mataripe base

75

2024

 

Caucaia base

75

2025

 

Juazeiro base

75

2026

 

Aracaju base

75

2027

 

Suape base

75

2027

 

 

 

 

Ultracargo Logística S.A.

Aratu Terminal

75

2032

 

Suape Terminal

75

2030

 

Itaqui Terminal

75

2030


d. Tax losses and negative basis for social contribution carryforwards

 

As of March 31, 2024, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, which do not expire.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

03/31/2024

 

12/31/2023

Oil Trading

87,126

 

84,372

Ultrapar (i)

74,112

 

77,453

Abastece Aí

103,030

 

91,861

Ipiranga

300,408

 

97,071

Ultracargo Vila do Conde

36,705

 

30,652

Others

22,259

 

15,192

 

623,640

 

396,601

 

(i)  Include the amount of R$ 27,196 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of March 31, 2024 (R$ 25,884 as of December 31, 2023).


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

 

 

03/31/2024

 

12/31/2023

Neogás

44,947

 

45,333

Integra Frotas

14,503

 

13,335

Millennium

9,889

 

8,539

Others

10,668

 

9,095

 

80,007

 

76,302

 

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 credits of this nature in the amount of R$ 145,139 as of March 31, 2024 (R$ 143,147 as of December 31, 2023).

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations 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.

 

Changes are shown below:

 

Balance as of December 31, 2023

2,262,508

Additions

108,142

Amortization

(132,658)

Transfers

(22,091)

Balance as of March 31, 2024

2,215,901

Current

779,153

Non-current

1,436,748


 

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, joint ventures and associates

 

 

03/31/2024

12/31/2023

 

03/31/2024

03/31/2023

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultrapar Logística Ltda.

2,139,314

99,339

100

 

2,139,314

1,745,326

 

99,339

63,768

Ipiranga Produtos de Petróleo S.A. (v)

 

9,216,020

 

28,714

Ultrapar International S.A.

(55,607)

(758)

100

 

(55,607)

(54,850)

 

(758)

6,064

UVC

35,477

(6,441)

100

 

35,477

39,917

 

(6,441)

(2,585)

Centro de Conveniências Millennium Ltda. (iv)

 

 

(2,458)

Eaí Clube Automobilista S.A.

 

168,602

 

(9,710)

Ultragaz Participações Ltda.

1,183,595

176,217

100

 

1,183,595

1,004,960

 

176,217

190,738

UVC Investimentos Ltda.

(345)

518

100

 

(345)

(862)

 

518

8

Imaven Imóveis Ltda. (ii)

52,218

(578)

100

 

52,218

52,796

 

(578)

Ultrapar Mobilidade Ltda. (*) (iii) (v)

9,613,975

149,541

100

 

9,613,975

59,403

 

149,541

Joint ventures

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

6,671

(284)

50

 

3,336

3,478

 

(142)

(10)

Refinaria de Petróleo Riograndense S.A. (i)

91,215

(6,981)

33

 

30,290

31,553

 

(2,318)

12,700

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

13,002,253

12,266,343

 

415,378

287,229

Total provision for equity deficit (B)

 

 

 

 

(55,952)

(55,712)

 

 

 

Total investments (A-B)

 

 

 

 

13,058,205

12,322,055

 

 

 

 The percentages in the table above are rounded.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



(*) Amounts adjusted for unrealized profits in equity and income for the period.
(i) Investment considers capital loss balances of R$ 10,447 as of March 31, 2024 (R$ 10,627 as of December 31, 2023).
(ii) On April 28, 2023, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spun-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2022, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(iii) Company established on February 28, 2023 with the purpose of holding interests in other companies.
(iv) On October 2, 2023, the Company transferred all shares in Centro de Conveniências Millennium Ltda. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution.
(v) On January 2, 2024, the Company transferred all shares in Ipiranga Produtos de Petróleo S.A. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution.

 

 

 

 

 

 

Consolidated

 

Equity

Income (loss) for the period

Interest in share capital - %

 

Investments

 

Share of profit (loss) of joint ventures and associates

 

 

03/31/2024

12/31/2023

 

03/31/2024

03/31/2023

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda (i)

2,578

(522)

50

 

1,289

1,550

 

(262)

(324)

Refinaria de Petróleo Riograndense S.A. (ii)

91,215

(6,981)

33

 

30,287

31,553

 

(2,318)

12,700

Latitude Logística Portuária S.A (iii)

11,255

(2,220)

50

 

5,628

6,002

 

(374)

266

Navegantes Logística Portuária S.A (iii)

41,675

(5,556)

33

 

13,892

15,836

 

(1,945)

(1,338)

Nordeste Logística I S.A. (iii)

20,527

2,136

33

 

6,842

7,071

 

(228)

(783)

Nordeste Logística II S.A. (iii)

51,577

(616)

33

 

17,192

17,216

 

(24)

(484)

Nordeste Logística III S.A (iii)

53,810

1,226

33

 

17,937

18,004

 

(67)

40

Química da Bahia Indústria e Comércio S.A.

6,671

(284)

50

 

3,336

3,478

 

(143)

(11)

Terminal de Combustíveis Paulínia S.A. ("Opla") (vi)

111,752

3,442

50

 

55,876

54,155

 

1,721

Other investments

 

185

349

 

Associates

 

 

 

 

 

 

 

 

 

Transportadora Sulbrasileira de Gás S.A.  (iv)

18,147

2,235

25

 

4,537

3,978

 

559

391

Metalúrgica Plus S.A. (v)

(840)

(71)

33

 

(279)

(256)

 

(23)

(29)

Plenogás Distribuidora de Gás S.A. (v)

1,551

61

33

 

518

497

 

20

20

Other investments

 

32

33

 

 

 

 

 

 

 

 

 

 

 

Goodwill on investments

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A ("Opla") (vi)

 

158,634

158,634

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

315,906

318,100

 

(3,084)

10,448

Total provision for equity deficit (B)

 

 

 

 

(279)

(256)

 

 

 

Total investments (A-B)

 

 

 

 

316,185

318,356

 

 

 

 The percentages in the table above are rounded.



38



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



(i) 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.
(ii) The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
(iii)  The subsidiary Ipiranga 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”).
(iv) The subsidiary Ipiranga holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(v) 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.
(vi) The subsidiary Ultracargo Logística S.A. acquired a 50% interest in Opla on July 1, 2023.

       

The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:

 

 

Consolidated

 

Proportion of interest in share capital and voting rights held by non-controlling interests

 

Equity attributed to non-controlling interests

 

Income allocated to non-controlling interests for the period

 

03/31/2024

12/31/2023

 

03/31/2024

12/31/2023

 

03/31/2024

03/31/2023

Subsidiaries

%

%

 

 

 

 

 

 

Iconic Lubrificantes S.A.

44%

44%

 

501,154

477,710

 

23,118

10,522

Others

-

-

 

46,406

45,621

 

854

1,238

 

 

 

 

547,560

523,331

 

23,972

11,760



39


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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, 2023 (i)

12,231,312

 

35,031

 

12,266,343

 

313,848

 

4,252

 

318,100

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

417,838

 

(2,460)

 

415,378

 

(3,640)

 

556

 

(3,084)

Equity instrument granted (ii)

5,450

 

 

5,450

 

1,052

 

 

1,052

Accumulated other comprehensive income

7,172

 

1,052

 

8,224

 

 

 

Capital increase in cash

173,298

 

 

173,298

 

 

 

Capital increase in shares

133,552

 

 

133,552

 

 

 

Other movements

5

 

3

 

8

 

(162)

 

 

(162)

Balance as of March 31, 2024 (i)

12,968,627

 

33,626

 

13,002,253

 

311,098

 

4,808

 

315,906

 

 

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 (*)

2,482,877

 

7,627

 

2,490,504

 

9,840

 

2,068

 

11,908

Dividends

(1,782,516)

 

(2,196)

 

(1,784,712)

 

(11,072)

 

(2,200)

 

(13,272)

Equity instrument granted (ii)

5,598

 

 

5,598

 

899

 

 

899

Accumulated other comprehensive income

(7,163)

 

895

 

(6,268)

 

 

 

Capital increase in cash

422,886

 

 

422,886

 

 

 

Shareholder transactions - changes of interest

168

 

 

168

 

 

 

Acquisition of Imaven Imóveis Ltda.

60,930

 

 

60,930

 

 

 

Acquisition of Terminal de Combustíveis Paulínia S.A. ("Opla")

 

 

 

210,096

 

 

210,096

Capital decrease

(1,093,204)

 

 

(1,093,204)

 

(3,100)

 

 

(3,100)

Other movements

 

 

 

342

 

 

342

Balance as of December 31, 2023

12,231,312

 

35,031

 

12,266,343

 

313,848

 

4,252

 

318,100

 

(*)  Adjusted for unrealized profits between subsidiaries.
(i) Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.
(ii) Amounts refer to grants of long-term incentives in subsidiaries Ipiranga Produtos de Petróleo S.A., Ultragaz Participações Ltda. and Ultracargo Logística S.A.

 



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

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.

 

a. Right-of-use assets

  • Consolidated

 

Real estate


Port areas


Vehicles


Equipment


Others


Total

Weighted average useful life (years)

9


32


4


3


20


Cost

 


 


 


 


 


 

Balance as of 12/31/2023

1,998,866


314,964


270,388


38,278


27,846


2,650,342

Additions and remeasurement (i)

28,519


3,836


38,195


108



70,658

Write-offs

(36,705)



(27,870)


(118)



(64,693)

Balance as of 03/31/2024

1,990,680


318,800


280,713


38,268


27,846


2,656,307

Accumulated amortization

 


 


 


 


 


 

Balance as of 12/31/2023

(753,198)


(44,620)


(109,967)


(5,184)


(25,847)


(938,816)

Amortization

(50,485)


(2,288)


(15,296)


(2,052)


(943)


(71,064)

Write-offs

22,605



3,582


109



26,296

Transfers (ii)

(1,133)






(1,133)

Balance as of 03/31/2024

(782,211)


(46,908)


(121,681)


(7,127)


(26,790)


(984,717)

Net amount as of March 31, 2024

1,208,469


271,892


159,032


31,141


1,056


1,671,590

Net amount as of December 31, 2023

1.245.668


270.344


160.421


33.094


1.999


1.711.526

 

(i) Considers R$ 68,326 referring to additions and remeasurements between right-of-use assets and leases payable.
(ii) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation.


41

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


     

b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2023

1,523,935

Interest accrued

33,547

Payments of leases

(71,902)

Interest payment

(48,423)

Additions and remeasurement

68,326

Write-offs

(33,389)

Balance as of March 31, 2024

1,472,094

Current

314,134

Non-current

1,157,960

 

The undiscounted future cash outflows are presented below:

 

 

03/31/2024

 

12/31/2023

Up to 1 year

419,217

 

418,450

1 to 2 years

282,686

 

322,165

2 to 3 years

222,443

 

227,785

3 to 4 years

187,507

 

189,744

4 to 5 years

146,628

 

147,977

More than 5 years

981,898

 

1,003,655

Total

2,240,379

 

2,309,776

 

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).

 

42

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



b.1. Discount rates

 

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

 

Contracts by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

10.28%

From 6 to 10 years

9.73%

From 11 to 15 years

9.47%

More than 15 years

9.46%


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 year ended March 31, 2024 are as follows:


Right-of-use assets, net

 

Nominal base

1,671,590

Inflated base

2,062,063

 

23.4%

 

 

Leases payable

 

Nominal base

1,472,094

Inflated base

1,862,567

 

26.5%

 

 

Financial expenses

 

Nominal base

33,547

Inflated base

39,730

 

18.4%

 

 

Amortization expense

 

Nominal base

71,064

Inflated base

89,567

 

26.0%

 

The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended March 31, 2024 are presented below:

 

 

Potential right of recoverable PIS and COFINS

Cash flow at present value

136,169

Nominal cash flow

207,235



 

43

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

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

 

 

Land


Buildings


Leasehold improvements


Machinery and equipment


Automotive fuel/lubricant distribution equipment and facilities


LPG tanks and bottles


Vehicles


Furniture and fixtures


IT equipment


Construction in progress


Advances to suppliers


Imports in progress


Total

Weighted average useful life (years)

-


32


14


11


14


8


9


9


5


-


-


-


Cost

 


 


 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023

607,152


1,646,996


1,292,998


3,530,184


3,361,637


1,006,398


371,434


212,640


318,721


783,496


32,557


3,107


13,167,320

Additions


22,761


3,221


28,177


21,166


13,152


83,363


1,507


1,853


98,694


14,094



287,988

Transfers (i)

5,198


9,672


2,979


21,149


29,602


1


2,188


132


(5,413)


(71,595)


(34)


(3,107)


(9,228)

Write-offs

(1,010)


(6,631)


(3,303)


(1,182)


(53,136)


(3,766)


(6,756)


(422)


(714)



(2,659)



(79,579)

Balance as of 03/31/2024

611,340


1,672,798


1,295,895


3,578,328


3,359,269


1,015,785


450,229


213,857


314,447


810,595


43,958



13,366,501

Accumulated depreciation

 


 


 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023


(536,518)


(683,187)


(2,147,842)


(2,238,843)


(605,298)


(181,511)


(130,117)


(254,952)





(6,778,268)

Additions













Depreciation


(12,178)


(18,478)


(51,747)


(31,773)


(22,470)


(7,725)


(3,660)


(5,741)





(153,772)

Transfers (i)


4


1,620


3


(2,351)



(136)


13


6,326





5,479

Write-offs


1,179


2,250


852


44,536


2,997


3,654


130


592





56,190

Balance as of 03/31/2024


(547,513)


(697,795)


(2,198,734)


(2,228,431)


(624,771)


(185,718)


(133,634)


(253,775)





(6,870,371)

Provision for losses





 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023

(146)


(17)


(11)


(1,295)


(2)









(1,471)

Additions








(21)






(21)

Transfers

(1)


-


-


1


-




-






-

Balance as of 03/31/2024

(147)


(17)


(11)


(1,294)


(2)


-


-


(21)


-


-


-



(1,492)

Net amount as of March 31, 2024

611,193


1,125,268


598,089


1,378,300


1,130,836


391,014


264,511


80,202


60,672


810,595


43,958


-


6,494,638

Net amount as of December 31, 2023

607,006


1,110,461


609,800


1,381,047


1,122,792


401,100


189,923


82,523


63,769


783,496


32,557


3,107


6,387,581

 

(i) Refers to R$ 4,882 transferred to intangible assets and R$ 1,133 transferred from right-of-use assets.

 

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

 

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

 

44

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


  

 

Balances and changes in intangible assets are as follows:

 

 

Goodwill (a)


Software


Distribution rights


Brands


Trademark rights


Others


Decarbonization credits (CBIO) (b)


Total

Weighted average useful life (years)

-


5


15


-


30


3


-


Cost

 


 


 


 


 


 


 


 

Balance as of 12/31/2023

943,125


1,503,601


155,174


62,303


120,960


15,127


710,710


3,511,000

Additions


32,815


14,460



2



338,067


385,344

Transfers (i)

(134)


(22,211)


1,412


(948)



245


(389)


(22,025)

Write-offs



(1)



246



(1,018,363)


(1,018,118)

Exchange rate variation



1,413






1,413

Adjustment from acquisition of subsidiaries

(374)








(374)

Balance as of 03/31/2024

942,617


1,514,205


172,458


61,355


121,208


15,372


30,025


2,857,240

Accumulated amortization

 


 


 


 


 


 


 


 

Balance as of 12/31/2023


(826,773)


(106,145)



(18,931)


(5,234)



(957,083)

Amortization


(52,721)


(1,013)



(529)


(669)



(54,932)

Transfers (i)


26,891


18




(2)



26,907

Write-offs



40



(89)




(49)

Balance as of 03/31/2024


(852,603)


(107,100)



(19,549)


(5,905)



(985,157)

Net amount as of March 31, 2024

942,617


661,602


65,358


61,355


101,659


9,467


30,025


1,872,083

Net amount as of December 31, 2023

943,125


676,828


49,029


62,303


102,029


9,893


710,710


2,553,917


(i) Refers to R$ 4,882 transferred from property, plant and equipment.

 

45

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

03/31/2024

 

12/31/2023

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

Neogas

Ultragaz

7,761

 

7,761

Stella

Ultragaz

103,051

 

103,051

Serra Diesel

Ultrapar

13,843

 

14,217

TEAS (ii)

Ultracargo

797

 

797

 

 

942,751

 

943,125

 

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

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

 

Goodwill presented above are 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, 2024, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.

 

b. Acquisition and provision for decarbonization credits (Consolidated)

 

The Company, through its subsidiary Ipiranga, has annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy.

 

The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being retired according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”). The Company reached the 2023 retirement target in March 2024, in accordance with Decree No. 11,499/2023 was published, which exceptionally establishes the deadline for retirement of decarbonization credits until March 2024 to meet the 2023 target.

 

The acquisition obligation is recorded under “Provision for decarbonization credits” with a corresponding entry in Other operating income (expenses), in proportion to the annual targets established by the ANP, based on the average acquisition cost of the credits acquired and the fair value of the credits traded on B3 on the closing date for the credits to be acquired. The provision is realized when credits are retired.


46

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

a. Composition

 

 

 

 

 

 

Consolidated

Description

Index/Currency

Weighted average financial charges 2024 (p.a)

Maturity

 

03/31/2024

 

12/31/2023

Foreign currency:

 

 

 

 

 

 

 

Notes in the foreign market

USD

5.25%

2026 and 2029

 

3,844,502

 

3,694,339

Foreign loan (e)

USD

4.81%

2024 and 2025

 

1,035,773

 

1,018,429

Foreign loan (e)

JPY

1.31%

2024 and 2025

 

543,834

 

439,852

Foreign loan (e)

EUR

4.40%

2024 and 2025

 

655,351

 

126,171

Total in foreign currency

 

 

 

 

6,079,460

 

5,278,791

 

 

 

 

 

 

 

 

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – CRA (d)

IPCA+

5.12%

2024 to 2032

 

3,453,944

 

3,434,287

Debentures - Ultracargo Logística and Ultracargo Soluções Logísticas S.A. (d)

IPCA+

4.11%

2028

 

556,819

 

556,677

CCB (f)

%DI

108.89%

2025

 

1,072,111

 

552,407

Debentures – CRA (d)

Fixed rate

11.17%

2027

 

533,285

 

539,914

Debentures – CRA (d)

DI+

0.70%

2027

 

488,454

 

488,269

CDCA

%DI

108.43%

2024 and 2025

 

283,408

 

201,848

Debentures – Ultracargo (d)

Fixed rate

6.47%

2024

 

90,044

 

87,826

FINEP

TJLP (1)

1.00%

2024 to 2026

 

1,118

 

1,264

Total in Brazilian Reais

 

 

 

 

6,479,183

 

5,862,492

 

 

 

 

 

 

 

 

Total in foreign currency and Brazilian Reais

 

 

 

 

12,558,643

 

11,141,283

 

 

 

 

 

 

 

 

Derivative financial instruments (*)

 

 

 

 

399,152

 

626,734

 

 

 

 

 

 

 

 

Total

 

 

 

 

12,957,795

 

11,768,017

 

 

 

 

 

 

 

 

Current

 

 

 

 

3,773,195

 

1,993,254

Non-current

 

 

 

 

9,184,600

 

9,774,763

 

(*) Accumulated losses (see Note 26.h).

 

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. As of March 31, 2024, TJLP was fixed at 6.53% p.a.

         
47

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

 

Consolidated

Balance as of December 31, 2023

 

11,768,017

Proceeds

 

1,348,933

Interest accrued

 

167,820

Principal payment

 

(136,596)

Interest payment

 

(104,231)

Monetary and exchange rate variations

 

215,600

Change in fair value

 

(74,166)

Hedge result

 

(227,582)

Balance as of March 31, 2024

 

12,957,795

 

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

 

 

 

Consolidated

 

 

03/31/2024

 

12/31/2023

1 to 2 years

 

1,319,916

 

1,879,412

2 to 3 years

 

2,141,448

 

2,243,967

3 to 4 years

 

1,580,048

 

1,023,820

4 to 5 years

 

1,148,073

 

1,691,595

More than 5 years

 

2,995,115

 

2,935,969

 

 

9,184,600

 

9,774,763

b. Transaction costs

 

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 debts (see Note 26.i).

 

 

Debentures

 

Notes in the foreign market

12/31/2022

68,168

 

12,405

Additions

23,569

 

Amortization

(17,337)

 

(2,289)

12/31/2023

74,400

 

10,116

Amortization

(4,149)

 

(571)

03/31/2024

70,251

 

9,545


48

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

 

03/31/2024

Up to 1 year

18,219

1 to 2 years

17,648

2 to 3 years

17,136

3 to 4 years

12,117

4 to 5 years

6,857

More than 5 years

7,819

Total

79,796


c. Guarantees

  

The financing does not have collateral as of March 31, 2024 and December 31, 2023 and has guarantees and promissory notes in the amount of R$ 12,379,572 as of March 31, 2024 (R$ 10,966,890 as of December 31, 2023).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 104,215 as of March 31, 2024 (R$ 103,600 as of December 31, 2023).              

 

The subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees on the amount of R$ 350,282 (R$ 397,152 as of December 31, 2023). If the subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until March 31, 2024, the subsidiary Ipiranga did not have losses in connection with these collateral arrangements.

 

49

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



d. Debentures

 

Refers to funds raised by Company and its subsidiaries used, substantially, on the ordinary course of its business.

 

Issuance date

Nature

Company

Issuing company

Issuance

Series

Final maturity

Principal

Original remuneration

Hedge instrument/swap

Remuneration payment

Payment of face value

Apr/17

CRA

Ipiranga Prod. De Petróleo S.A.

Eco Consult - Consultoria de Oper. Financ. Agropecuárias Ltda.

5th

2nd

Apr/24

R$ 352,361

IPCA + 4.68%

93.9% of DI

Annually

Lump sum at final maturity

Oct/17

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

7th

2nd

Oct/24

R$ 213,693

IPCA + 4.34%

97.3% of DI

Annually

Lump sum at final maturity

Dec/18

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

8th

2nd

Dec/25

R$ 240,000

IPCA + 4.61%

97.1% of DI

Annually

Lump sum at final maturity

Nov/19

Debentures

Ultracargo Logistica S.A.

-

1st

Single

Nov/24

R$ 90,000

6.47%

99.9% of DI

Semiannually

Lump sum at final maturity

Mar/21

Debentures

Ultracargo Soluções Logísticas S.A.

-

1st

Single

Mar/28

R$ 360,000

IPCA + 4.04%

111.4% of DI

Semiannually

Lump sum at final maturity

Mar/21

Debentures

Ultracargo Logistica S.A.

-.

2nd

Single

Mar/28

R$ 100,000

IPCA + 4.37%

111.4% of DI

Semiannually

Lump sum at final maturity

Sept/21

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

10th

Single

Sept/28

R$ 960,000

IPCA + 4.8287%

102.7% of DI

Semiannually

Lump sum at final maturity

Jun/22

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

11th

Single

Jun/32

R$ 1,000,000

IPCA + 6.0053%

104.8% of DI

Semiannually

Annual from the 8th year

Jun/23

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

12th

1st

Jun/27

R$ 325,791

11.17 % p.a.

105.1% of DI

Quarterly

Lump sum at final maturity

Jun/23

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

12th

2nd

Jun/27

R$ 292,209

DI + 0.70% p.a.

-

Quarterly

Lump sum at final maturity

Jul/23

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

13th

1st

Jul/27

R$ 200,000

11.17 % p.a.

102.9% of DI

Quarterly

Lump sum at final maturity

Jul/23

CRA

Ipiranga Prod. De Petróleo S.A.

Vert Companhia Securitizadora.

13th

2nd

Jul/27

R$ 200,000

DI + 0.70% p.a.

-

Quarterly

Lump sum at final maturity

 

The Company and its subsidiaries contracted hedging instruments for variations of the respective indexes. The hedging instruments were designated as fair value hedges (see Note 26.i.1.), therefore, debentures and hedging instruments are both presented at fair value from inception, with changes in fair value recognized in profit or loss. The debentures do not have financial covenants.


50

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



e. Foreign loans

 

Refers to funds raised by subsidiaries through Resolution 4131 of Central Bank of Brasil, as shown below:

 

Issuance date

Company

Final maturity

Principal

Financial charges

Hedge instrument/swap

Dec/22

Cia Ultragaz S.A.

Sept/25

USD 96,339

4.539%

108.5% of DI

Jan/23

Iconic Lubrificantes S.A.

Jan/24

EUR 22,480

EUR + 4.35%

111.9% of DI

Jan/23

Cia Ultragaz S.A.

Mar/25

JPY 12,564,392

JPY + 1.31%

109.4% of DI

Mar/23

Cia Ultragaz S.A.

Jul/24

USD 100,000

USD + 4.6%

110.9% of DI

Mar/23

Iconic Lubrificantes S.A.

Apr/24

USD 9,727

USD + 6.4%

116.0% of DI

Jan/24

Iconic Lubrificantes S.A.

Jan/25

EUR 23,500

EUR + 4.33%

111.9% of DI

Mar/24

Ipiranga Produtos de Petróleo S.A.

Mar/25 EUR 46,040

EUR + 4.43%

108.5% of DI

Mar/24

Ultracargo Logística

Aug/24

JPY 3,760,000

JPY + 1.32%

108.9% of DI

Mar/24

Ultracargo Logística

Mar/25

EUR 45,977

EUR + 4.38%

108.5% of DI

Mar/24

Serra Diesel

Aug/24

EUR 4,629

EUR + 4.64%

115.5% of DI


In January 2024, subsidiary Iconic Lubrificantes S.A. settled the loan taken out in January 2023, in the amount of EUR 22,479.


The companies designated these hedging instruments as a fair value hedge (see Note 26.i.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss. The foreign loans are secured by the Company and do not have financial covenants.


f. Other fundraisings

 

On January 22, 2024, the subsidiary Ipiranga raised an Agribusiness Credit Rights Certificate in the amount of R$ 80,000, with financial charges of 108% of the DI rate, maturing on January 22, 2025, without financial covenants.

 

On March 5, 2024, the subsidiary Ipiranga raised a bank credit note backed by importing operations in the amount of R$ 500,000, with financial charges of 108.37% of the DI, maturing on March 5, 2025, without financial covenants.


51

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

a. Trade payables

 

 

03/31/2024

 

12/31/2023

Domestic suppliers

2,634,963

 

2,842,433

Foreign suppliers

321,204

 

1,692,786

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

121,591

 

147,452

 

3,077,758

 

4,682,671

 

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

 

b. Trade payables - reverse factoring

 

 

03/31/2024

 

12/31/2023

Domestic suppliers - reverse factoring

1,304,089

 

1,039,366

 

1,304,089

 

1,039,366

 

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.

 

52

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


       

17. Employee benefits and private pension plan (Consolidated)             

 

a. ULTRAPREV - Associação de Previdência Complementar

 

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

 

The balance of R$ 14,215 (R$ 18,271 as of December 31, 2023) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 19 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, 2024, the subsidiaries contributed R$ 5,579 to Ultraprev (R$ 5,554 in the three-month period ended March 31, 2023).

 

The total number of participating employees as of March 31, 2024 is 3,989 active participants and 295 retired participants (4,053 active participants and 298 retired participants as of December 31, 2023). In addition, Ultraprev had 23 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.

              

b. Post-employment benefits (Consolidated)

 

Some 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, 2024.

 

 

03/31/2024

 

12/31/2023

Health and dental care plan (1)

215,288

 

211,279

Indemnification of FGTS

39,772

 

38,456

Seniority bonus

2,090

 

2,026

Life insurance (1)

13,340

 

13,062

Total

270,490

 

264,823

Current

23,674

 

23,612

Non-current

246,816

 

241,211


(1)
Applicable to Ipiranga, Tropical and Iconic.

         

53

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

a. Provisions for tax, civil and labor risks

 

The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels.

 

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

 

Provisions

Balance as of 12/31/2023

 

Additions

 

Reversals

 

Payments

 

Interest

 

Balance as of 03/31/2024

 

 

 

 

 

 

 

 

 

 

 

 

IRPJ and CSLL (a.1)

636,167

 

 

(2,026)

 

 

5,149

 

639,290

Tax

107,172

 

6,313

 

(24,136)

 

(2,239)

 

71

 

87,181

Civil, environmental and regulatory claims

150,258

 

33,286

 

(7,423)

 

(5,569)

 

2,930

 

173,482

Labor litigation

59,144

 

3,389

 

(2,091)

 

(1,723)

 

121

 

58,840

Provision for indemnities (a.2)

203,780

 

 

(3,569)

 

(5,305)

 

171

 

195,077

Others

147,609

 

5,390

 

(1,503)

 

 

157

 

151,653

Total

1,304,130

 

48,378

 

(40,748)

 

(14,836)

 

8,599

 

1,305,523

Current

45,828

 

 

 

 

 

 

 

 

 

64,371

Non-current

1,258,302

 

 

 

 

 

 

 

 

 

1,241,152

 

Balances of escrow deposits are as follows:


 

03/31/2024

 

12/31/2023

Tax

866,245

 

856,830

Labor

36,221

 

37,715

Civil and others

132,478

 

138,172

 

1,034,944

 

1,032,717

 

In the three-month period ended March 31, 2024, the monetary adjustment on escrow deposits amounted to R$ 10,077 (R$ 19,445 as of March 31, 2023), recorded with a corresponding entry to financial income in profit or loss.

 

54

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

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$ 605,010 as of March 31, 2024 (R$ 600,259 as of December 31, 2023). 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 Provision for indemnities

 

On April 1, 2022, Ultrapar concluded the transaction for the sale of Oxiteno, for which it was agreed that 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. As of March 31, 2024, a provision for indemnities in the amount of R$ 164,799 (R$ 168,568 as of December 31, 2023) was recorded, it is distributed as follows: R$ 90,539 (R$ 92,823 as of December 31, 2023) relate to labor claims, R$ 17,575 (R$ 17,584 as of December 31, 2023) to civil claims, and R$ 56,683 (R$ 58,160 as of December 31, 2023) to tax claims, which may be reimbursed to Indorama, in the event of materialization of such losses.

 

On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary Ipiranga, 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. As of March 31, 2024, a provision for indemnities in the amount of R$ 29,997 (R$ 35,075 as of December 31, 2023) was recorded, of which R$ 11,957 (R$ 16,259 as of December 31, 2023) relate to labor claims, R$ 5,745 (R$ 6,420 as of December 31, 2023) to civil claims, and R$ 12,294 (R$ 12,395 as of December 31, 2023) 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$ 3,783,153 as of March 31, 2024 (R$ 4,013,392 as of December 31, 2023).

 

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$ 3,014,782 as of March 31, 2024 (R$ 3,148,222 as of December 31, 2023), 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$ 182,419 as of March 31, 2024 (R$ 185,388 as of December 31, 2023).


55

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


  

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,279,138 as of March 31, 2024 (R$ 1,380,424 as of December 31, 2023). Such proceedings arise mostly from: i) credits considered undue in the amount of R$ 152,899 as of March 31, 2024 (R$ 201,408 as of December 31, 2023), ii) alleged non-payment in the amount of R$ 153,396 as of March 31, 2024 (R$ 178,825 as of December 31, 2023); iii) conditioned fruition of tax incentive in the amount of R$ 179,493 as of March 31, 2024 (R$ 193,912 as of December 31, 2023); iv) inventory differences in the amount of R$ 285,280 as of March 31, 2024 (R$ 282,254 as of December 31, 2023); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 165,413 as of March 31, 2024 (R$ 271,518 as of December 31, 2023).


b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 1,344,256 as of March 31, 2024 (R$ 1,394,010 as of December 31, 2023), mainly represented by:

 

b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 255,604 as of March 31, 2024 (R$ 233,805 as of December 31, 2023), 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$ 517,990 as of March 31, 2024 (R$ 624,653 as of December 31, 2023), 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$ 37,213 as of March 31, 2024 (R$ 36,935 as of December 31, 2023). 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$ 92,983 as of March 31, 2024 (R$ 113,756 as of December 31, 2023) 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$ 250,380 as of March 31, 2024 (R$ 240,515 as of December 31, 2023).

 

c. Lubricants operation between Ipiranga and Chevron

 

In the lubricants' operation in Brazil between Chevron and subsidiary Ipiranga (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$ 30,608 (R$ 29,022 as of December 31, 2023) are reflected in the consolidation of this financial information and an indemnification asset in the same amount was constituted, recorded under Other receivables – indemnification asset.

 

Additionally, in connection with the business combination, a provision of R$ 198,900 was recognized on December 1, 2017 related to contingent liabilities and an indemnification asset in the same amount was recognized under Other receivables - indemnification asset, with a balance of R$ 95,881 as of March 31, 2024 (R$ 95,905 as of December 31, 2023). The amounts of provisions and contingent liabilities recognized in the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.


The amount of the provision of Chevron’s liability of R$ 30,608 refers to: (i) R$ 27,293 in ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 3,099 in labor claims.

 

56

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

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 15, 2023, August 9, 2023 and January 16, 2024, the Board of Directors approved the issuance of 31,211, 8,199 and 191,788, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s 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, 722,040 shares linked to the subscription warrants – indemnification were canceled and not issued. As of March 31, 2024, R$ 6,623 was recorded as financial expense (financial expense of R$ 4,415 as of March 31, 2023) due to the update of subscription warrants, and 3,095,127 shares linked to subscription warrants remain retained – indemnification which may 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$ 88,118 (R$ 87,299 as of December 31, 2023).


 

a. Share capital

 

As of March 31, 2024, the subscribed and paid-up capital consists of 1,115,404,268 common shares with no par value (1,115,212,490 as of December 31, 2023), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

On April 19, 2023 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$ 1,450,000, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments, of R$ 567,425, and amounts recorded in the legal reserve, of R$ 882,575.

 

The price of the outstanding shares on B3 as of March 31, 2024 was R$ 28.47 (R$ 26.51 as of December 31, 2023).

 

As of March 31, 2024, there were 56,388,089 common shares outstanding abroad in the form of ADRs (52,197,033 shares as of December 31, 2023).


57


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

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, 2024, the balance of treasury shares granted with right of use was 9,512,418 common shares (9,515,384 as of December 31, 2023).

 

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, 2024, the balance was R$ 470,030 (R$ 470,510 as of December 31, 2023) and 16,193,287 common shares (16,195,439 as of December 31, 2023) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 18.29.

 

 

 

03/31/2024

Balance of unrestricted shares held in treasury

 

16,193,287

Balance of treasury shares granted with right of use (see Note 20.b)

 

9,512,418

Total balance of treasury shares as of March 31, 2024

 

25,705,705

 

d. Capital reserve

 

The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.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 attributed 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 15, 2023, August 9, 2023 and January 16, 2024, there was an increase in the reserve in the amounts of R$ 411, R$ 149 and R$ 5,631, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).


e. Approval of additional dividends to the minimum mandatory dividends



On February 28, 2024, the Board of Directors approved and April 17, 2024, the General Shareholders' Meeting ratified the payment of the Company's additional to the minimum mandatory dividends related to 2023 in the amount of R$ 134,031.



 

 

03/31/2024

 

03/31/2023

Sales revenue:

 

 

 

Merchandise

31,238,441

 

30,994,500

Services rendered and others

420,396

 

378,402

Sales returns, rebates and discounts

(249,379)

 

(232,384)

Amortization of contract assets

(132,658)

 

(115,289)

Deferred revenue

192

 

623

 

31,276,992

 

31,025,852

Taxes on sales

(881,090)

 

(474,099)

Net revenue

30,395,902

 

30,551,753

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

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

 

 

Parent

 

Consolidated

 

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Raw materials and materials for use and consumption (1)

(1,560)

 

 

(27,820,663)

 

(28,368,871)

Personnel expenses

(55,758)

 

(50,728)

 

(596,271)

 

(531,949)

Freight and storage

(469)

 

 

(314,504)

 

(318,881)

Decarbonization obligation (2)

 

 

(182,284)

 

(152,815)

Services provided by third parties

(23,961)

 

(18,313)

 

(165,948)

 

(146,247)

Depreciation and amortization

(3,122)

 

(2,291)

 

(208,704)

 

(196,118)

Amortization of right-of-use assets

(604)

 

(588)

 

(71,071)

 

(75,290)

Advertising and marketing

(249)

 

(93)

 

(38,012)

 

(36,413)

Other expenses and income, net (3)

31,749

 

(9,140)

 

(84,820)

 

(110,555)

SSC/Holding expenses

76,604

 

74,894

 

 

Total

22,630

 

(6,259)

 

(29,482,277)

 

(29,937,139)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(28,334,690)

 

(28,839,034)

Selling and marketing

 

 

(569,000)

 

(510,968)

General and administrative

(12,588)

 

(6,087)

 

(440,800)

 

(453,927)

Other operating income (expenses), net

35,218

 

(172)

 

(137,787)

 

(133,210)

Total

22,630

 

(6,259)

 

(29,482,277)

 

(29,937,139)

 

(1) Includes credits of PIS and COFINS that refers to Law 192. For further information, see Note 7.
(2) 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. For further information, see Note 14.b
(3) Includes gains from receipt of asset insurance claims in 2024 in the amount of R$ 35,239.

     


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

 

Parent

 

Consolidated

 

03/31/2024

 

03/31/2023

 

03/31/2024

 

03/31/2023

Finance income:

 

 

 

 

 

 

 

Interest on financial investments

12,873

 

22,864

 

99,950

 

114,012

Interest from customers

 

 

37,712

 

39,028

Selic interest on PIS/COFINS credits

3

 

 

10,792

 

10,847

Update of provisions and other income

6,870

 

12,228

 

11,741

 

26,560

 

19,746

 

35,092

 

160,195

 

190,447

 

 

 

 

 

 

 

 

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(293)

 

(43,387)

 

(261,567)

 

(331,533)

Interest on leases payable

(183)

 

(154)

 

(33,547)

 

(35,838)

Update of subscription warrants (see Note 19)

(6,623)

 

(4,415)

 

(6,623)

 

(4,415)

Bank charges, financial transactions tax, and other taxes

(503)

 

(1,993)

 

(36,396)

 

(21,980)

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

 

-

 

(90,636)

 

(65,891)

Update of provisions, net, and other expenses

(11,040)

 

(1,762)

 

(14,195)

 

(42,384)

 

(18,642)

 

(51,711)

 

(442,964)

 

(502,041)

Total

1,104

 

(16,619)

 

(282,769)

 

(311,594)


60


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

 

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 19, respectively.

 

 

03/31/2024

 

03/31/2023

 

Total

 

Total

Basic earnings per share 

 

 

 

Net income for the period of the Company

431,475

 

262,065

Weighted average number of shares outstanding (in thousands)

1,099,019

 

1,095,175

Basic earnings per share - R$

0.3926

 

0.2393

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

Net income for the period of the Company

431,475

 

262,065

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

1,111,626

 

1,104,648

Diluted earnings per share - R$

0.3881

 

0.2372

 

 

 

 

Weighted average number of shares (in thousands)

 

 

 

Weighted average number of shares for basic earnings per share

1,099,019

 

1,095,175

Dilution effect

 

 

 

Subscription warrants

3,095

 

3,351

Stock plan

9,512

 

6,122

Weighted average number of shares for diluted earnings per share

1,111,626

 

1,104,648

 

Earnings per share were adjusted retrospectively by the issuance of 2,805,230 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.

 

61

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

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

 

In 2024, the subsidiaries Millenium, Serra Diesel and Abastece Aí became part of the Ipiranga segment. The changes reflect the sinergies and unification of the companies operating in the Company's Mobility segment. The amounts relating to the aforementioned subsidiaries were previously presented under column “Others”.

 

The Company is restating the 2023 comparative balance for the Ipiranga segment in order to reflect the change in the segment structure.


a. Financial information related to segments

 

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

 

03/31/2024

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

27,693,282

2,499,903

263,225

1,555

30,457,965

(62,063)

30,395,902

Transactions with third parties

27,693,226

2,499,705

202,542

429

30,395,902

30,395,902

Intersegment transactions

56

198

60,683

1,126

62,063

(62,063)

Cost of products and services sold

(26,312,921)

(1,985,309)

(92,138)

(28,390,368)

55,678

(28,334,690)

Gross profit

1,380,361

514,594

171,087

1,555

2,067,597

(6,385)

2,061,212

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(434,356)

(131,081)

(3,552)

(11)

(569,000)

(569,000)

General and administrative

(273,652)

(80,391)

(42,206)

(52,412)

(448,661)

7,861

(440,800)

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

36,453

311

(3)

47

36,808

36,808

Other operating income (expenses), net

(165,130)

4,296

1,690

21,357

(137,787)

(137,787)

Operating income (loss)

543,676

307,729

127,016

(29,464)

948,957

1,476

950,433

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

(2,080)

(3)

1,460

(2,461)

(3,084)

(3,084)

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

541,596

307,726

128,476

(31,925)

945,873

1,476

947,349

Depreciation of PP&E and amortization of intangible assets

97,972

76,741

29,417

3,965

208,095

(1,477)

206,618

Amortization of contractual assets with customers - exclusivity rights

132,318

340

132,658

132,658

Amortization of right-of-use assets

47,256

15,875

7,324

616

71,071

71,071

Total depreciation and amortization

277,546

92,956

36,741

4,581

411,824

(1,477)

410,347

 

62

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



03/31/2023

Statement of income

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (1) (2) (Restated)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

27,719,112

2,640,669

236,492

2,540

30,598,813

(47,060)

30,551,753

Transactions with third parties

27,718,928

2,640,392

189,893

2,540

30,551,753

30,551,753

Intersegment transactions

184

277

46,599

47,060

(47,060)

Cost of products and services sold

(26,662,294)

(2,128,607)

(87,705)

(28,878,606)

39,572

(28,839,034)

Gross profit

1,056,818

512,062

148,787

2,540

1,720,207

(7,488)

1,712,719

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(366,052)

(141,312)

(3,587)

(17)

(510,968)

(510,968)

General and administrative

(307,060)

(72,327)

(35,981)

(46,047)

(461,415)

7,488

(453,927)

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

55,953

(179)

(88)

(2,909)

52,777

52,777

Other operating income (expenses), net

(138,695)

6,096

(157)

(454)

(133,210)

(133,210)

Operating income

300,964

304,340

108,974

(46,887)

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

299,056

304,331

108,650

(34,198)

677,839

677,839

Depreciation of PP&E and amortization of intangible assets

100,515

65,328

24,879

3,063

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

51,820

13,998

8,867

605

75,290

75,290

Total depreciation and amortization

284,134

79,665

33,746

3,668

401,213

401,213

 

 (1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 40,624 in 2024 (R$ 35,427 in 2023) of expenses related to Ultrapar's holding structure.

 

(2) The “Others” column refers to the parent Ultrapar and the subsidiaries Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, Ultrapar Empreendimentos, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.

 

63

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



03/31/2024

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

68,488

86,396

55,314

68,725

278,923

278,923

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

9,067

9,067

9,067

Acquisition of intangible assets

38,460

6,656

57

2,102

47,275

47,275

Payments of contractual assets with customers - exclusivity rights

91,948

91,948

91,948

Acquisition of CBIOS (Note 14)

338,067

338,067

338,067

 

03/31/2023

Main indicators - Cash flows

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (3) (Restated)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

66,786

100,809

11,407

408

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

32,465

8,891

(512)

763

41,607

41,607

Payments of contractual assets with customers - exclusivity rights

132,442

132,442

132,442

Acquisition of CBIOS (Note 14)

167,527

167,527

167,527

 

03/31/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

23,456,847

4,144,539

3,933,195

5,078,872

36,613,453

36,613,453

 

12/31/2023

Assets

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (3) (Restated)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

25,511,804

4,144,983

3,233,270

5,361,917

38,251,974

38,251,974

 

(3) The “Others” column refers to the parent Ultrapar and the subsidiaries Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, Ultrapar Empreendimentos, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.

 

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:

 

 

03/31/2024

 

03/31/2023

Net revenue from sales and services:

 

 

 

Brazil

29,705,047

 

30,043,666

Europe

20,519

 

122,362

United States of America and Canada

558,748

 

358,331

Other Latin American countries

57,957

 

20,643

Others

53,631

 

6,751

Total

30,395,902

 

30,551,753

 

64

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

a. Risk management and financial instruments - governance

 

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

 

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

 

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

 

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

 

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

 

The Audit and Risk Committee (“CAR”) advises the Board of Directors in the assessment of controls effectiveness, and the parameters of management and exposure of the Company to financial risks, and advices the Board of Directors in the assessment of eventual proposals for revision of the Policy. The Risk, Integrity and Audit Director monitors compliance with the Policy and reports to CAR the exposure to the risks and compliance with such 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 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.


65

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

b.1 Assets and liabilities in foreign currencies

 

03/31/2024

 

12/31/2023

Assets in foreign currency

 

 

 

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

1,740,794

 

371,474

Foreign trade receivables, net of allowance for expected credit losses

61,186

 

84,855

Other receivables

749,430

 

715,877

Other assets of foreign subsidiaries

9,501

 

152,393

 

2,560,911

 

1,324,599

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and negative goodwill of notes in the foreign market (1)

(6,094,798)

 

(5,297,013)

Payables arising from imports

(352,072)

 

(1,730,426)

Liabilities exposure of subsidiaries held for sale

 

 

(6,446,870)

 

(7,027,439)

 

 

 

 

Balance (gross) of foreign currency hedging instruments

3,564,756

 

5,309,125

 

 

 

 

Net liability position - total

(321,203)

 

(393,715)

 

 

 

 

Net liability position - effect on statement of income

(321,203)

 

(382,858)

Net liability position - effect on equity

 

(10,857)

 

(1) As of March 31, 2024, the amount of negative goodwill of notes in the foreign market was R$ 7,629 (R$ 8,107 as of December 31, 2022=3).

 

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

 

For the base scenario, the average U.S. dollar rate of R$ 5.0892 (*) was used, based on future market curves as of March 31, 2024 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, 2024, the closing rate considered was R$ 4.9962.


66

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

The table below shows the effects of the exchange rate changes on the net liability position of R$ 321,203 in foreign currency as of March 31, 2024:

 

 

Risk

Probable Scenario

Effect on statement of income

Real devaluation

(5,775)

Effect on equity

Real devaluation

(209)

 

Net effect

(5,984)

 

 

 

Effect on statement of income

Real appreciation

5,775

Effect on equity

Real appreciation

209

 

Net effect

5,984

 

(*) Average US dollar as of March 31, 2024, according to benchmark rates as published by B3.

 

c. Interest rate risk

 

The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 4. Fundraising primarily relates to debentures and borrowings in foreign currency, as disclosed in Note 15.

 

The Company seeks to maintain most of its interest 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

03/31/2024

 

12/31/2023

DI

 

 

 

 

Cash equivalents

4.a

3,401,897

 

5,476,726

Financial investments

4.b

107,440

 

82,592

Trade receivables - sale of subsidiaries

5.c

214,284

 

208,487

Loans and debentures

15

(1,843,974)

 

(1,242,524)

Liability position of foreign exchange hedging instruments - DI

26.h

(3,587,325)

 

(4,629,475)

Liability position of fixed interest instruments + IPCA - DI

26.h

(3,944,348)

 

(3,938,201)

Net liability position in DI

 

(5,652,026)

 

(4,042,395)

 

 

 

 

 

TJLP

 

 

 

 

Loans – TJLP

15

(1,118)

 

(1,264)

Net liability position in TJLP

 

(1,118)

 

(1,264)

 

 

 

 

 

Total net liability position exposed to floating interest

 

(5,653,144)

 

(4,043,659)

 

67

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



c.2 Sensitivity analysis of floating interest rate risk

 

For the sensitivity analysis of floating rate risks as of March 31, 2024, the Company used the market curves of the benchmark indexes (DI and TJLP) as a base scenario.

 

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

 

 

 

03/31/2024

Exposure to floating interest

Risk

Probable Scenario

Effect on interest of cash equivalents and financial investments

Decrease in DI (i)

(8,020)

Effect on interest of debt in DI

Decrease in DI (i)

3,508

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

Decrease in DI (i)

27,290

Incremental revenues/(expenses)

 

22,778

 

 

 

Effect on interest of debt in TJLP

TJLP decrease

2

Incremental expenses

 

2

 

(i) The annual base rate used was 12.65% and the sensitivity rate was 11.42% according to reference rates made available by B3, proportional to the 3 month period to sensitivity analysis.


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 cash equivalents, financial investments, hedging instruments and other receivables (see Note 4), and trade receivables (see Note 5).


d.1 Counterparties credit risk

 

Such risk results from the inability of counterparties to comply with their financial obligations to the Company and its subsidiaries due to insolvency, in addition to the risk related to the assets which composes an exposure. 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, among others, prioritizing security and solidity. The volume of cash and cash equivalents, financial investments, hedging instruments and other assets are subject to maximum limits by each institution and, therefore, require diversification of counterparties.

 

The Company's policy allows investments in government securities from countries with determined investment grade attributed 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.


68

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of March 31, 2024, by counterparty rating, is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

03/31/2024

 

12/31/2023

AAA

 

5,661,108

 

6,714,493

AA

 

906,908

 

408,375

A

 

4,557

 

464

Others (*)

 

34,440

 

47,231

Total

 

6,607,013

 

7,170,563

 

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

 

d.2 Customer credit risk

 

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

 

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

 

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

 

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


69

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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 allowance for expected credit losses from its trade receivables and reseller financing:

 

 

03/31/2024

 

12/31/2023

Ipiranga

361,562

 

350,375

Ultragaz

120,456

 

116,583

Ultracargo

1,274

 

1,301

Others

 

591

Total

483,292

 

468,850

 

 

03/31/2024

 

12/31/2023

 

Weighted average rate of losses

 

Accounting balance

 

Allowance for expected credit losses

 

Weighted average rate of losses

 

Accounting balance

 

Allowance for expected credit losses

Current

0.6%

 

4,255,629

 

24,858

 

0.5%

 

4,412,278

 

24,131

Less than 30 days

3.6%

 

93,382

 

3,388

 

7.6%

 

61,451

 

4,683

31-60 days

5.9%

 

41,725

 

2,468

 

4.9%

 

57,753

 

2,841

61-90 days

13.0%

 

22,815

 

2,973

 

15.3%

 

23,845

 

3,646

91-180 days

32.0%

 

53,996

 

17,261

 

32.9%

 

47,430

 

15,609

More than 180 days

52.6%

 

821,837

 

432,344

 

48.8%

 

856,602

 

417,940

 

 

 

5,289,384

 

483,292

 

 

 

5,459,359

 

468,850

 

 

03/31/2024

 

12/31/2023

Brazil

482,788

 

467,545

Other Latin American countries

171

 

40

Europe

244

 

425

Others

89

 

840

 

483,292

 

468,850

 

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

 

70

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



e. Commodities 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, using contracts of derivatives traded on the stock exchange and over-the-counter.

 

The table below shows the sensitivity analysis and positions of derivative financial instruments to hedge commodity price risk as of March 31, 2024 and December 31, 2023:

 


Derivative

 

Contract

 

Volume

 

Notional amount (USD thousand)

 

Fair value (R$ thousand)

 

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

 

 

Position

 

Product

 

Maturity

 

03/31/2024

 

12/31/2023

 

Unit

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

 

03/31/2024

 

12/31/2023

Commodity forward

 

Sold

 

Heating Oil

 

Aug-24

 

424,960

 

182,613

 

 

4,298

 

131,473

 

4,190

 

21,918

 

(240)

 

(2,308)

Commodity forward

 

Sold

 

RBOB

 

Apr-24

 

50,558

 

6,677

 

 

2,137

 

3,807

 

(1,360)

 

440

 

(83)

 

(11)

Commodity forward

 

Sold

 

Gas oil

 

Apr-24

 

14,000

 

 

tons

 

11,484

 

 

159

 

 

59

 

Commodity forward

 

Sold

 

Soybeans

 

Jun-24

 

150,000

 

 

bushels

 

1,807

 

 

(3)

 

 

(907)

 

Commodity forward

 

Sold

 

Soybean Oil

 

Dec-24

 

38,760

 

6,000

 

pounds

 

1,840

 

2,977

 

4,588

 

(52)

 

(470)

 

22

Commodity forward

 

Purchased

 

Soybean Meal

 

Jun-24

 

3,300

 

 

short ton

 

1,154

 

 

(144)

 

 

418

 

Commodity forward

 

Purchased

 

Ethanol

 

Jul-24

 

18,000

 

 

 

8,088

 

 

1,265

 

 

33,544

 

Commodity forward

 

-

 

Sea Freight

 

-

 

 

40,000

 

tons

 

 

1,533

 

 

(1,505)

 

 

3,428

Commodity forward

 

Sold

 

Marine Fuel 

 

Jun-24

 

23,050

 

12,330

 

tons

 

13,741

 

8,231

 

(812)

 

(99)

 

(1,278)

 

1,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,883

 

20,702

 

31,043

 

2,662


 

71

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



f. 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$ 4,562,071 (for quantitative information, see Note 15). As of March 31, 2024, the Company and its subsidiaries had R$ 4,057,012 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, 2024 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.

 

 

Total

Less than 1 year

Between 1 and 3 years

Between 3 and 5 years

More than 5 years

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

15,029,097

4,562,071

4,422,285

3,107,426

2,937,315

Hedging instruments (3)

1,377,663

453,515

439,369

405,933

78,846

Trade payables

4,381,847

4,381,847

Leases payable

2,240,379

419,217

505,129

334,135

981,898

Financial liabilities of customers

319,808

16,011

303,797

Contingent consideration

89,640

89,640

Other payables

204,077

176,343

27,734

-

-

 

(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of March 31, 2024.

 

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

 

(3) The hedging instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of March 31, 2024. In the table above, only the hedging instruments with negative results at the time of settlement were considered.

 

72

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024


 

g. Capital management

 

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

 

Capital structure is comprised of net debt (loans and financing, including debentures, according to Note 15 and leases payable according to Note 12.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 as follows:

 

 

 

Consolidated

 

 

03/31/2024

 

12/31/2023

Gross debt (a)

 

14,429,889

 

13,291,951

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

 

6,607,013

 

7,170,563

Net debt = (a) - (b)

 

7,822,876

 

6,121,388

Equity

 

14,375,784

 

14,029,826

Net debt-to-equity ratio

 

54.42%

 

43.63%

 

h. Selection and use of financial instruments

 

In selecting financial investments and derivative 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 to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk) and with the Company’s supply strategy. 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.


73

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



The table below summarizes the gross balance of the position of derivative 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 item

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 03/31/2024

 

Gains (losses) as of 03/31/2024

 

 

 

 

Assets

Liabilities

 

 

 

 

 

03/31/2024

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

53.60% of DI

 

-

 

26.i.1

 

-

 

 

 

5,581

 

Foreign exchange swap

 

Financing

 

USD + 5.47%

110.02% of DI

 

Sept-25

 

26.i.1

 

USD 206,067

 

 

(65,532)

 

14,179

 

Foreign exchange swap

 

Financing

 

EUR + 5.20%

109.44% of DI

 

Mar-25

 

26.i.1

 

EUR 120,147

 

65

 

(2,046)

 

(1,560)

 

Foreign exchange swap

 

Financing

 

JPY + 1.50%

109.30% of DI

 

Mar-25

 

26.i.1

 

JPY 16,324,393

 

 

(87,259)

 

(29,161)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.87% of DI

 

Jun-32

 

26.i.1

 

BRL 3,226,054

 

597,187

 

 

(36,253)

 

Interest rate swap

 

Financing

 

10.48%

103.64% of DI

 

Jul-27

 

26.i.1

 

BRL 615,791

 

5,808

 

(3,391)

 

(8,118)

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

May-24

 

26.i.1

 

USD 568

 

3,661

 

(1,302)

 

(43,863)

 

NDF

 

Firm commitments

 

BRL

USD

 

Dec-24

 

26.i.1

 

USD 59,103

 

166

 

(1,241)

 

(8,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606,878

 

(160,771)

 

(107,221)

 

 

Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 03/31/2023

 

Gains (losses) as of 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

 

26.i.1

 

USD 234,000

 

 

(34,768)

 

(30,302)

 

(4,466)

Foreign exchange swap

 

Financing

 

USD + 5.17%

108.37% of DI

 

Sept-25

 

26.i.1

 

USD 331,067

 

94,512

 

(61,878)

 

(96,393)

 

Foreign exchange swap

 

Financing

 

EUR + 5.12%

111.93% of DI

 

Jan-24

 

26.i.1

 

EUR 22,480

 

 

(9,322)

 

(10,097)

 

Foreign exchange swap

 

Financing

 

JPY + 1.50%

109.40% of DI

 

Mar-25

 

26.i.1

 

JPY 12,564,393

 

 

(24,409)

 

(34,389)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.87% of DI

 

Jun-32

 

26.i.1

 

BRL 3,226,054

 

247,045

 

(10,316)

 

72,981

 

Interest rate swap

 

Financing

 

6.47%

99.94% of CDI

 

Nov-24

 

26.i.1

 

BRL 90,000

 

 

(9,263)

 

250

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Apr-23

 

26.i.1

 

USD 30,323

 

2,535

 

(2,582)

 

44,613

 

NDF

 

Firm commitments

 

BRL

USD

 

Jun-23

 

26.i.1

 

USD 60,996

 

5,104

 

(2,399)

 

8,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 

349,196

 

(154,937)

 

(44,515)

 

(4,466)

 

74

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 03/31/2024

 

Gains (losses) as of 03/31/2024

 

 

 

 

Assets

Liabilities

 

 

 

03/31/2024

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

52.53% of CDI

 

Jun-29

 

USD 300,000

 

201,596

 

 

11,775

 

NDF

 

Firm commitments

 

USD

BRL

 

May-24

 

USD 68,561

 

424

 

(651)

 

19,685

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Dec-24

 

USD 137,355

 

13,942

 

(7,957)

 

(1,373)

 

Interest rate swap

 

Financing

 

USD + 5.25%

CDI - 1.36%

 

Jun-29

 

USD 300,000

 

 

(229,271)

 

(33,028)

 

 

 

 

 

 

 

 

 

 

 

 

215,962

 

(237,879)

 

(2,941)

 

 

Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 03/31/2023

 

Gains (losses) as of 03/31/2023

 

 

 

 

Assets

Liabilities

 

 

 

03/31/2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

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)

 

Commodity forward

 

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)

 

  

1 Currency as indicated.

2 Amounts, net of income tax.


75

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



i. 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.

 

The Company and its subsidiaries discontinue hedge accounting when the hedging instrument is settled or 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.

 

i.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 US Dollars.

 

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

 

In thousands, except the DI %

03/31/2024

 

03/31/2023

Notional amount – US$

206,067

 

331,067

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

14,179

 

(96,393)

Fair value adjustment of debt - R$

3,495

 

16,631

Financial result of the debt - R$

(46,610)

 

41,526

Average effective cost - DI %

110

 

108

 

 

 

 

Notional amount – EUR

120,147

 

22,480

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

(1,560)

 

(10,097)

Fair value adjustment of debt - R$

(4,718)

 

(851)

Financial result of the debt - R$

(6,791)

 

(1,003)

Average effective cost - DI %

109

 

112

 

 

 

 

Notional amount – JPY

16,324,393

 

12,564,393

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

(29,161)

 

(34,389)

Fair value adjustment of debt - R$

135

 

(6,667)

Financial result of the debt - R$

13,202

 

17,687

Average effective cost - DI %

109

 

109

 

76

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

 

In thousands, except the DI %

03/31/2024

 

03/31/2023

Notional amount – R$

3,226,054

 

3,226,054

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

(36,253)

 

72,981

Fair value adjustment of debt - R$

61,065

 

(54,958)

Financial result of the debt - R$

(122,613)

 

(127,485)

Average effective cost - DI %

102.9

 

102.9

 

In thousands, except the DI %

03/31/2024

 

03/31/2023

Notional amount – R$

615,791

 

90,000

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

(8,118)

 

250

Fair value adjustment of debt - R$

6,496

 

(1,788)

Financial result of the debt - R$

(11,632)

 

(1,431)

Average effective cost - DI %

103.6

 

99.9

 

The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary Ipiranga. The objective 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. Ipiranga carries out these operations with over-the-counter derivatives that are designated in a hedge accounting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.

 

In thousands

03/31/2024

 

03/31/2023

Notional amount – US$

80,643

 

91,319

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

(51,953)

 

(43,158)

Notional amount – US$

(3,556)

 

49,199

 

For further information, see Note 15.


77

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



i.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, 2024, no balance was recorded for derivative instruments for exchange rate protection designated as cash flow hedges, referring to notes in the foreign market (US$ 234,000 as of December 31, 2023).

 

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

 

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

 

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

 

Financial instruments were classified as financial assets or liabilities measured at amortized cost, except for (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 4.b), (ii) loans and financing measured at fair value through profit or loss (see Note 15), (iii) guarantees to customers that have vendor arrangements (see Note 15), 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 19). 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).


78

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



The fair values and the carrying amounts of the financial instruments, including derivative instruments and the hierarchy of fair value for each class of financial instruments, are stated below:

 

 

 

Carrying value

 

Fair value

March 31, 2024

Note

Measured at fair value through profit or loss

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

203,719

 

 

 

Securities and funds in local currency

4.a

 

3,401,897

 

 

 

Securities and funds in foreign currency

4.a

 

141,936

 

 

 

Financial investments

 

 

 

 

 

 

 

 

 

 

Securities and funds in local currency

4.b

 

107,440

 

 

 

Securities and funds in foreign currency

4.b

 

1,567,059

 

 

 

Derivative financial instruments and other financial assets

4.b

1,184,962

 

 

326,859

 

858,103

 

Trade receivables

5.a

 

4,063,110

 

 

 

Reseller financing

5.b

 

1,226,274

 

 

 

Trade receivables - sale of subsidiaries

5.c

 

963,714

 

 

 

Other receivables

 

-

 

459,548

 

-

 

-

 

-

Total

 

1,184,962

 

12,134,697

 

326,859

 

858,103

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

Financing

15.a

2,234,958

 

5,201,139

 

 

2,234,958

 

Debentures

15.a

4,634,092

 

488,454

 

 

4,634,092

 

Foreign exchange, interest rate and commodity hedging instruments

15.a

399,152

 

-

 

 

399,152

 

Trade payables

16.a

-

 

3,077,758

 

 

 

Trade payables - reverse factoring

16.b

 

1,174,646

 

 

 

Subscription warrants – indemnification

19

88,118

 

 

 

88,118

 

Financial liabilities of customers

 

 

277,558

 

 

 

Contingent consideration

 

114,947

 

 

 

 

114,947

Other payables

 

-

 

194,703

 

-

 

-

 

-

Total

 

7,471,267

 

10,414,258

 

 

7,356,320

 

114,947

 

79

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

 

Carrying value

 

Fair value

December 31, 2023

Note

Measured at fair value through profit or loss

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

125,152

 

 

 

Securities and funds in local currency

4a

 

5,476,726

 

 

 

Securities and funds in foreign currency

4.a

 

323,810

 

 

 

Financial investments

 

 

 

 

 

 

 

 

 

 

Securities and funds in local currency

4.b

82,592

 

 

 

82,592

 

Derivative financial instruments and other financial assets

4.b

1,162,283

 

 

 

1,162,283

 

Trade receivables

5.a

 

4,269,473

 

 

 

Reseller financing

5.b

 

1,189,886

 

 

 

Trade receivables - sale of subsidiaries

5.c

 

924,364

 

 

 

Other receivables

 

-

 

393,036

 

-

 

-

 

-

Total

 

1,244,875

 

12,702,447

 

 

1,244,875

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

Financing

15.a

1,584,452

 

4,449,857

 

 

1,584,452

 

Debentures

15.a

4,618,704

 

488,269

 

 

4,618,704

 

Foreign exchange, interest rate and commodity hedging instruments

15.a

626,735

 

 

 

626,735

 

Trade payables

16.a

-

 

4,682,671

 

 

 

Trade payables - reverse factoring

16.b

 

1,039,366

 

 

 

Subscription warrants – indemnification

19

87,299

 

 

 

87,299

 

Financial liabilities of customers

 

 

308,934

 

 

 

Contingent consideration

 

112,196

 

 

 

 

112,196

Other payables

 

-

 

190,090

 

-

 

-

 

-

Total

 

7,029,386

 

11,159,187

 

 

6,917,190

 

112,196

 

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

  • The fair value of cash and banks are identical to their carrying values.
  • Financial investments in investment funds are valued at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
  • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.
  • The carrying values of trade receivables, reseller financing, trade receivables - sale of subsidiaries, other receivables, trade payables and trade payables - reverse factoring approximate their fair values 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 date of the financial statements 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 provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 22).
  • 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).
  • As a result of the acquisition of Stella GD Intermediação de Geração Distribuída de Energia Ltda, the Company has a contingent consideration (“earnout”), which is determined based on contractual goals set for revenue and 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 period ended March 31, 2024



 

a. Contracts

 

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

 

Port

Minimum movement

per year

Maturity

Aratu (*)

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,468,105 m3

2049

 

(*) Contract in the process of being renewed with the appropriate body, being judicialized by favorable decision, until the public entity completes the analysis so that the new amendment is signed.  In a decision by the Ministry of Infrastructure, the investment plans presented by Ultracargo were preliminarily approved, and the Waterway Transport Regulatory Agency (ANTAQ) approved the technical, economic and environmental feasibility study of this extension project.

 

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, 2024, these rates were R$ 9.22 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.98 per m³ for Itaqui. According to contractual conditions and tolerances, as of March 31, 2024, there were no material pending issues regarding the minimum limits of the contract.

 

 

a. Serra Diesel Transportador Revendedor Retalhista Ltda.

 

On September 1, 2023, through the subsidiary Ultrapar Empreendimentos Ltda. the Company acquired 60% of the voting share capital of Serra Diesel Transportador Revendedor Retalhista Ltda. (“Serra Diesel”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. The acquisition complements Ultrapar's operations in the mobility and liquid fuel distribution segment.

 

Serra Diesel was established in 2006 and its main activity is the fuel trade carried out by a wholesale carrier-reseller-retailer, with presence in the southern region of Brazil.

 

The initial payment, including the capital contribution in the amount of R$ 16,193, totaled R$ 21,193. The remaining transaction amount of R$ 5,189 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled. 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$ 14,217. The purchase price allocation (“PPA”) will be completed in 2024.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



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

1,719

Trade receivables

28,475

Inventories

9,128

Recoverable taxes

2,551

Other receivables

 55

Other investments

298

Right-of-use assets, net

25,500

Property, plant and equipment, net

21,235

Intangible assets, net

11,619

Liabilities

 

Loans and financing

17,337

Trade payables

26,965

Salaries and related charges

1,933

Taxes payable, income and social contribution taxes payable

376

Leases payable

25,500

Other payables

8,194

Goodwill based on expected future profitability

13,843

Non-controlling interests

8,110

Assets and liabilities consolidated in the opening balance

26,008

 

Assets acquired

60,348

Liabilities assumed

(48,183)

Goodwill based on expected future profitability

13,843

 

 

Acquisition value

26,008

 

Comprised by

 

Cash

5,000

Acquisition of ownership interest via capital contribution (as non-controlling interests)

16,193

Contingent consideration to be settled

4,815

Total consideration

26,008

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

5,000

Cash and cash equivalents acquired

(1,719)

Total

3,281

  

For further details on right-of-use assets and leases payable, property, plant and equipment and intangible assets acquired, see notes 12, 13 and 14, respectively.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information


For the period ended March 31, 2024



 

a. Settlement of trade receivables from sale of subsidiaries - Oxiteno.

 

On April 1, 2024, the Company received USD 150,000 (equivalent to R$ 755,113 on the transaction date) from Oxiteno S.A. Indústria e Comércio (“Oxiteno”), referring to the final installment from the sale of subsidiary Oxiteno to Indorama.


b. Acquisition of relevant equity participation in Hidrovias


On May 7, 2024, Ultrapar Participações S.A., in compliance with CVM Resolution 44/21 and in addition to the material notice disclosed on March 24, 2024, have informed the conclusion of the acquisition of 128.369.488 shares of Hidrovias do Brasil S.A. (“Hidrovias”), which represent 16.88% of its share capital. In addition, Ultrapar have informed that it owns shares that represent 19.09% of Hidrovias’ share capital, amounting to an ownership position of 35.97%.

 

c. Amendment and issuing of foreign loans

 

On April 1, 2024, the subsidiary Ipiranga realized the amendment of the CCB Trade Related loan, maturing on April 2025 (without financial covenants) on the amount of R$ 500,000. In this way, the financial charges of loans became 108.37% CDI and maturing on April 2, 2026, which is expected renegotiation of the rate on April 2, 2025.

 

On April 25, 2024, the subsidiary Ultracargo Logística realized the issuing of foreign loan (without financial covenants) on the amount of JPY 7,774,436 (equivalent to R$ 258,500 on transaction moment), with financial charges of 1.4350% p.a. and maturing on October 29, 2024. The subsidiary entered into hedging instruments against foreign exchange and interest rate variations on Japanese yen, changing financial charges to 108.10% of DI.



1Q24 Earning release

Graphics


São Paulo, May 8, 2024 Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy, mobility and logistics infrastructure through Ultragaz, Ipiranga and Ultracargo, today announces its results for the first quarter of 2024.


Net revenues

Adjusted EBITDA

Recurring Adjusted EBITDA¹

R$ 30

billion

R$ 1.4

billion

R$ 1.3
billion


Net income

Cash consumption from operations

Investments

R$ 455
million

R$ 573
million

R$ 438
million

 

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


Highlights

  • Continuity of great operating results of all main businesses of Ultrapar.
  • Conclusion of the acquisition of relevant ownership position in Hidrovias of 17%, totaling approximately 36% of its share capital. The acquisition is aligned with Ultrapar's strategy of expanding its presence in sectors exposed to Brazilian agribusiness, mainly in the Midwest and North regions, investing in companies in which it can contribute with strategic, operational, administrative and financial knowledge.
  • Unification of KM de Vantagens loyalty program with abastece , as KMV, with the consolidation of the earnings report within Ipiranga.
  • Release of the 2023 Sustainability Report in March, with the disclosure of ESG indicators and initiatives in the environmental, social and governance areas.
  • Receipt of the last installment from the sale of Oxiteno, in the amount of US$ 150 million (R$ 755 million), on April 1 by Ultrapar.

1ST QUARTER OF 2024

Graphics

Considerations on the financial and operational information


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, 2024, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 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 and Ipiranga are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information is subjected 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; 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:


In million of Reais  Quarter 
 1Q24 
 1Q23 
 4Q23 


Net income           455.4
          273.8
       1,114.0
(+) Income and social contribution taxes           209.1
            92.4
          523.1
(+) Net financial (income) expenses           282.8
          311.6
          170.2
(+) Depreciation and amortization           277.7
          269.1
          318.4


EBITDA        1,225.0
          946.9
       2,125.7


Accounting adjustment

(+) Amortization of contractual assets with customers - exclusive rights           132.7
          132.1
          161.6


Adjusted EBITDA        1,357.7
       1,079.1
       2,287.3


Ultragaz            400.7
          384.0
          406.4
Ultracargo           165.2
          142.4
          155.1
Ipiranga           819.1
          583.2
        1,757.0
Holding and other companies            (42.9)
           (30.5)
           (55.3)
Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma             15.6
               -  
            24.2


Non-recurring items that affected EBITDA

(-) Results from disposal of assets (Ipiranga)            (36.5)
           (55.9)
           (14.2)
(-) Extraordinary tax credits (Ipiranga)                -  
               -  
         (563.0)
(-) Extemporaneous tax credits (Ipiranga)                -  
               -  
           (19.5)
(-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma            (15.6)
               -  
           (24.2)


Recurring Adjusted EBITDA        1,305.6
       1,023.2
       1,666.4


Ultragaz           400.7
          384.0
          406.4
Ultracargo           165.2
          142.4
          155.1
Ipiranga           782.7
          527.3
        1,160.2
Holding and other companies            (42.9)
           (30.5)
           (55.3)
   
 
 
 

1ST QUARTER OF 2024

Graphics

abastece earnings report

At the beginning of 2020, the operation of abastece was segregated from Ipiranga with the purpose of developing it as an independent business. However, considering that abastece is the main relationship channel with Ipiranga's consumers and the new strategic direction of the company, the segregation of results no longer makes sense.

The management of abastece , despite still dedicated to the business, was reintegrated into Ipiranga's ecosystem, similar to what is done with AmPm. This decision aims to optimize the processes and strengthen the relationship with users. From this quarter onwards, the results of abastece will once again be consolidated at Ipiranga.

The effects of this change in the results report are detailed in the table below and, to ensure comparability between the periods analyzed, the 2023 figures reflect this new organizational structure.

                                                                                                                                                                            





In million of Reais
Ipiranga
Adjusted EBITDA
 Reported
EBITDA  
 abastece aí   Re-presented
EBITDA  
2020                  1,711.7                     (41.7)                  1,670.1
1Q20                     479.9                       (4.3)                     475.5
2Q20                     178.7                     (11.5)                     167.2
3Q20                     565.7                       (6.2)                     559.5
4Q20                     487.5                     (19.6)                     467.9
2021                  2,086.7                     (80.4)                  2,006.3
1Q21                     563.0                     (11.1)                     551.9
2Q21                     421.8                     (14.0)                     407.9
3Q21                     398.1                     (22.4)                     375.7
4Q21                     703.8                     (33.0)                     670.8
2022                  3,068.7                     (68.8)                  3,000.0
1Q22                     619.5                     (21.8)                     597.7
2Q22                     840.0                     (14.8)                     825.1
3Q22                     532.7                     (16.5)                     516.2
4Q22                  1,076.5                     (15.6)                  1,060.9
2023                  4,354.5                     (56.7)                  4,297.7
1Q23                     596.1                     (12.9)                     583.2
2Q23                     478.5                     (14.1)                     464.4
3Q23                  1,513.1                     (19.9)                  1,493.2
4Q23                  1,766.7                       (9.7)                  1,757.0
         



1ST QUARTER OF 2024

Graphics


In million of Reais

Ultrapar

1Q24

1Q23

4Q23

Δ

1Q24 v 1Q23

Δ

1Q24 v 4Q23

Net revenues

30,396

30,552

33,421

(1%)

(9%)

Adjusted EBITDA

1,358

1,079

2,287

26%

(41%)

Recurring Adjusted EBITDA¹

1,306

1,023

1,666

28%

(22%)

Depreciation and amortization²

410

401

480

2%

(15%)

Financial result

(283)

(312)

(170)

9%

(66%)

Net income

455

274

1,114

66%

(59%)

Investments

438

365

820

20%

(47%)

Cash flow from operating activities

(573)

(711)

1,761

19%

n/a

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

² Includes amortization of contractual assets with customers – exclusive rights


Net revenues Total of R$ 30,396 million (-1% vs 1Q23), due to lower revenues at Ultragaz and Ipiranga, attenuated by higher revenues at Ultracargo. Compared to 4Q23, net revenues decreased 9%, mainly due to lower revenues at Ipiranga.

Recurring Adjusted EBITDA Total of R$ 1,306 million (+28% vs 1Q23), due to the higher EBITDA of the three main businesses, mainly Ipiranga. Compared to 4Q23, recurring Adjusted EBITDA decreased 22%, mainly due to the lower EBITDA of Ipiranga.

Results from the Holding and other companies – Ultrapar recorded a negative result of R$ 43 million from the Holding and other companies, comprised of (i) R$ 40 million of negative EBITDA from the Holding and (ii) R$ 3 million of negative EBITDA from other companies, mainly Refinaria Riograndense. As mentioned on page 3, the abastece aí result began to be consolidated at Ipiranga from this quarter onwards.

Depreciation and amortization Total of R$ 410 million (+2% vs 1Q23), due to higher investments made over the last 12 months. Compared to 4Q23, total costs and expenses with depreciation and amortization decreased 15%, due to lower amortization of contractual assets at Ipiranga, mainly arising from the one-off adjustment of R$ 48 million related to the change in the contractual assets' methodology in 4Q23.

Financial result Ultrapar reported net financial expenses of R$ 283 million in 1Q24, an improvement of R$ 29 million compared to 1Q23, mainly reflecting the lower average net debt balance and the lower CDI, partially offset by the negative one-off mark-to-market result of hedges of R$ 48 million in this quarter. Compared to 4Q23, when net financial expenses amounted to R$ 170 million, the difference is mainly explained by the worse one-off mark-to-market result of hedges.

Net income Total of R$ 455 million (+66% vs 1Q23), as a result of higher EBITDA and lower net financial expenses. Compared to 4Q23, net income decreased 59%, due to lower EBITDA, higher net financial expenses and extraordinary tax credits registered in 4Q23.

Cash flow from operating activities Consumption of R$ 573 million in 1Q24, compared to the consumption of R$ 711 million in 1Q23, mainly due to higher EBITDA and higher draft discount in 1Q24, attenuated by greater working capital at Ipiranga.


1ST QUARTER OF 2024

Graphics



Ultragaz

1Q24

1Q23

4Q23

Δ

1Q24 v 1Q23

Δ

1Q24 v 4Q23

Total volume (000 ton)

402

417

423

(4%)

(5%)

Bottled

253

269

275

(6%)

(8%)

Bulk

149

148

148

0%

0%

Adjusted EBITDA (R$ million)

401

384

406

4%

(1%)

Adjusted EBITDA margin (R$/ton)

997

922

960

8%

4%

Recurring Adjusted LTM EBITDA¹ (R$ million)

1,665

1,343

1,648

24%

1%

Recurring Adjusted LTM EBITDA margin¹ (R$/ton)

966

779

948

24%

2%








Does not consider R$ 333 million of extraordinary tax credits in 4Q22

 

Operational performance – The volume sold by Ultragaz in 1Q24 decreased 4% compared to 1Q23, as a result of a 6% reduction in the bottled, due to lower market demand and the more competitive environment after the pass-through of tax increase in some segments, while the bulk segment remained stable. Compared to 4Q23, the volume sold was 5% lower, reflecting the typical seasonality between periods.

Net revenuesTotal of R$ 2,500 million (-5% vs 1Q23), as a result of lower sales volume and the pass-through of LPG cost reductions. Compared to 4Q23, net revenues decreased 2%, mainly due to lower sales volume.

Cost of goods soldTotal of R$ 1,985 million (-7% vs 1Q23), due to LPG cost reductions and lower sales volume, attenuated by higher costs with freight (due to the need to source LPG from more distant supply bases) and greater requalification of bottles. Compared to 4Q23, the cost of goods sold decreased 2%, mainly due to lower sales volume, despite the higher tax burden resulting from the removal of PIS and Cofins tax relief and the increase in single-phase ICMS.

Sales, general and administrative expenses – Total of R$ 211 million (-1% vs 1Q23), due to initiatives to increase operational efficiency and lower sales commission expenses, attenuated by higher personnel expenses (mainly collective bargaining agreement). Compared to 4Q23, sales, general and administrative expenses decreased 10%, as a result of lower expenses with sales commission, personnel, marketing and freight, in line with lower sales volume.

Adjusted EBITDA – Total of R$ 401 million (+4% vs 1Q23), due to initiatives to increase efficiency and productivity, better sales mix, and inflation pass-through, attenuated by lower sales volume. Compared to 4Q23, Adjusted EBITDA decreased 1%, resulting from lower sales volume, partially offset by lower expenses and better sales mix.

Investments – R$ 92 million were invested this quarter, directed mainly towards equipment installed in new customers in the bulk segment, acquisition and replacement of bottles, expansion into new energy solutions and maintenance of existing operations.


1ST QUARTER OF 2024

Graphics

 

Ultracargo

1Q24

1Q23

4Q23

Δ

1Q24 v 1Q23

Δ

1Q24 v 4Q23

Installed capacity¹ (000 m³)

1,067

955

1,067

12%

0%

sold (000 m³)

4,196

3,460

4,276

21%

(2%)

Adjusted EBITDA (R$ million)

165

142

155

16%

7%

Adjusted EBITDA margin (%)

63%

60%

60%

3 p.p.

3 p.p.

Adjusted LTM EBITDA (R$ million)

654

538

631

21%

4%

Adjusted LTM EBITDA margin (%)

63%

59%

62%

3 p.p.

1 p.p.






1 Monthly average

Operational performance Ultracargo’s average installed capacity grew 12% compared to 1Q23, due to the additions of (i) 90 thousand m³ referring to the 50% stake in Opla as of July, (ii) 12 thousand m³ from the acquisition of the Rondonópolis base from Ipiranga as of September, and (iii) 10 thousand m³ relating to the expansion of the Vila do Conde terminal as of July. The m³ sold increased 21% compared to 1Q23, due to the startup of operations in Opla and Rondonópolis and increased handling of fuels in Santos, Vila do Conde and Aratu, attenuated by lower handling of ethanol in Santos. Compared to 4Q23, the m³ sold decreased 2%, due to lower handling of fuels in Vila do Conde and Suape, attenuated by higher handling of fuels in Rondonópolis.

Net revenuesTotal of R$ 263 million (+11% vs 1Q23), due to higher m³ sold and spot sales. Compared to 4Q23, net revenues increased 2%, mainly reflecting higher spot sales.

Cost of services provided Total of R$ 92 million (+5% vs 1Q23), due to higher personnel and depreciation costs, in line with the higher capacity. Compared to 4Q23, the cost of services provided remained stable.

Sales, general and administrative expenses Total of R$ 46 million (+16% vs 1Q23), mainly due to higher personnel expenses (collective bargaining agreement) and legal advisory (contractual renewals). Compared to 4Q23, sales, general and administrative expenses decreased 2%, due to lower advisory and consultancy expenses related to expansion projects.

Adjusted EBITDA – Total of R$ 165 million (+16% vs 1Q23), reflecting the higher capacity occupancy with profitability gains, spot sales, and productivity and efficiency gains, despite higher expenses. Compared to 4Q23, there was a 7% increase, due to higher spot sales and lower expenses.

Investments – Investments in the period amounted to R$ 91 million, allocated mainly to the payment of the grant of Vila do Conde terminal, to building the Palmeirante terminal and to projects for higher efficiency, maintenance and operational safety of the terminals.


1ST QUARTER OF 2024

Graphics

 

Ipiranga

1Q24

1Q23

4Q23

Δ

1Q24 v 1Q23

Δ

1Q24 v 4Q23

Total volume (000 m³)

5,583

5,484

6,099

2%

(8%)

Diesel

2,750

2,833

3,162

(3%)

(13%)

Otto cycle

2,745

2,559

2,851

7%

(4%)

Others¹

88

92

86

(4%)

3%

Adjusted EBITDA (R$ million)

819

583

1,757

40%

(53%)

Adjusted EBITDA margin (R$/m³)

147

106

288

38%

(49%)

Non-recurring²

36

56

597

(35%)

(94%)

Recurring Adjusted EBITDA (R$ million)

783

527

1,160

48%

(33%)

Recurring Adjusted EBITDA margin (R$/m³)

140

96

190

46%

(26%)

Recurring Adjusted LTM EBITDA (R$ million)

3,801

2,034

3,546

87%

7%

Recurring Adjusted LTM EBITDA margin (R$/m³)

164

88

153

87%

7%

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

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

Operational performanceIpiranga’s sales volume increased 2% compared to 1Q23, with a 7% increase in the Otto cycle, with higher share of ethanol to the detriment of gasoline in the product mix, partially offset by a 3% decrease in diesel. Compared to 4Q23, sales volume decreased 8%, due to a 13% decrease in diesel and 4% in the Otto cycle, mainly due to the typical seasonality between periods.

Net revenues Total of R$ 27,693 million, stable in relation to 1Q23, mainly due to the pass-through of fuel cost reductions, offset by higher sales volume. Compared to 4Q23, net revenues decreased 10%, as a result of lower sales volume and the pass-through of fuel cost reductions.

Cost of goods sold Total of R$ 26,313 million (-1% vs 1Q23), mainly due to lower fuel costs, attenuated by higher sales volume. Compared to 4Q23, there was a 7% decrease, due to lower sales volume and lower fuel costs, partially offset by the positive effect of extraordinary tax credits in the amount of R$ 563 million recorded in 4Q23 and higher tax burden resulting from the removal of PIS and Cofins tax relief on diesel and the increase in single-phase ICMS on gasoline and diesel.

Sales, general and administrative expenses Total of R$ 708 million (+5% vs 1Q23), due to higher personnel expenses (mainly higher headcount and collective bargaining agreement) and provisions for doubtful accounts, partially offset by lower expenses with provision for contingencies. Compared to 4Q23, sales, general and administrative expenses decreased 16%, reflecting the one-off expenses related to the conclusion of the debugging process of the legacy network in 4Q23, in addition to lower marketing and personnel expenses.

Other operating results Total of negative R$ 165 million, a worsening of R$ 26 million compared to 1Q23, due to higher costs with carbon tax credits. Compared to 4Q23, there was a worsening of R$ 34 million, due to the constitution of R$ 20 million of extemporaneous tax credits in 4Q23 and higher costs with carbon tax credits.

Results from disposal of assets Total of R$ 36 million (-35% vs 1Q23), due to lower sales of real estate assets. Compared to 4Q23, there was an increase of R$ 22 million, as a result of higher sales of real estate assets.

Recurring Adjusted EBITDA – Total of R$ 783 million (+48% vs 1Q23), as a result of better margins, due to the normalization of the commercial environment and inventory gains in 1Q24, compared to inventory losses in the 1Q23 due to cost reductions, despite the negative effects of (i) higher inventory level in the sector (distribution companies' positioning for the planned tax increases), (ii) tax distortions in 1Q24 (mainly resulting from tax benefits granted in Amapá, revoked in April 2024), and (iii) irregularities in the biodiesel blend in diesel. Compared to 4Q23, there was a 33% decrease, due to lower sales volume and more pressured margins, as a result of greater supply of products in the market, attenuated by lower expenses.

Investments – R$ 185 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$ 19 million refer to additions to fixed and intangible assets, R$ 148 million to contractual assets with customers (exclusive rights) and R$ 18 million of installments from financing granted to customers and advance payments of rentals, net of releases.


1ST QUARTER OF 2024

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 In million of Reais

UltraparIndebtedness

1Q24

1Q23

4Q23

Cash and cash equivalents

6,607

5,125

7,171

Gross debt

(12,958)

(11,801)

(11,768)

Leases payable

(1,472)

(1,583)

(1,524)

Net debt

(7,823)

(8,259)

(6,121)

Net debt/Adjusted LTM EBITDA1

1.3x

2.0x

1.1x

Trade payables – reverse factoring (draft discount)

(1,304)

(1,770)

(1,039)

Financial liabilities of customers (vendor)

(278)

(423)

(309)

Receivables from divestments (Oxiteno and Extrafarma)

964

1,098

924

Net debt + draft discount + vendor + receivables

(8,441)

(9,354)

(6,545)

Average cost of gross debt

109% DI

104% DI

108% DI

DI + 0.9%

DI + 0.5%

DI + 0.9%

Average cash yield (% DI)

97%

96%

99%

Average gross debt duration (years)

3.5

4.3

3.8


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

Ultrapar ended 1Q24 with a net debt of R$ 7.8 billion (1.3x Adjusted LTM EBITDA), compared to R$ 6.1 billion in December 2023 (1.1x Adjusted LTM EBITDA). The increase in the net debt is mainly due to the payment of dividends in March 2024 and the investment in working capital, resulting from the higher level of working capital at Ipiranga and the seasonal calendar effect of postponing the payments to the beginning of the year, due to the bank holiday at the end of December. The increase in the financial leverage reflects the higher net debt, attenuated by the higher LTM EBITDA.

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 received in April 2024), and (ii) of Extrafarma (R$ 183 million, monetarily adjusted by CDI + 0.5% p.a. since August 2022, to be received in August 2024).



1ST QUARTER OF 2024

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Maturity profile and debt breakdown:



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Updates on ESG themes

Ultrapar released, in March, the 2023 Sustainability Report, in line with the GRI, SASB, IIRC and TCFD methodologies, and assured by Deloitte as external audit, with disclosure of ESG indicators and initiatives.

Ultragaz and Ultracargo received the silver medal from Ecovadis for the 2023 cycle, consolidating themselves among the 15% best evaluated companies.

For the third consecutive year, Ultragaz, Ultracargo and Ipiranga acquired renewable energy certificates (I-RECs) for 100% of the energy consumed in their 2023 operations.

The Ultra Institute became part of the Municipal Networks Program, from Parceiros da Educação, in Santos (state of São Paulo). With the investment made by the Institute, the program works to improve basic education, through strategic advice and training of technical teams, directors, coordinators and teachers from municipal and state schools in the city, benefiting more than 17 thousand students from around 40 public schools.

Ultragaz started bioGLP distribution, produced from 100% renewable raw materials, sourced from a test conducted at the fluid catalytic cracking (FCC) unit of Refinaria Riograndense, in which Ultrapar holds a 33% stake. The pilot batch is already being sold to some customers, contributing to the reduction of their carbon emissions. Furthermore, in March, Ultragaz celebrated the graduation of the first class from the course Awakening the Entrepreneur, which was developed in partnership with the Empreende Aí business school and involved the training of around 20 partners and clients, supporting the development of their businesses.

Ultracargo entered into a partnership with University of São Paulo's Department of Mines and Petroleum to develop the Operational Risk Management project for the security area. Throughout the project, meetings will be held to discuss improvements, training and actions to improve operational and safety procedures. Additionally, at the beginning of the year, Ultracargo received 17 female interns selected by the 2024 Internship Program, developed to promote the inclusion of women at all company locations.

Ipiranga released its 2023 Sustainability Report, reinforcing the commitment to transparency and integrity. Furthermore, in March, Ipiranga held its sales convention to an audience of more than 1,500 resellers, with panels on the irregular fuel market and the strategic value of sustainability for the business.


1ST QUARTER OF 2024

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 Capital markets

1Q24

1Q23

4Q23

Final number of shares (000)

1,115,404

1,115,204

1,115,212

Market capitalization¹ (R$ million)

31,756

15,568

29,564

B3

 

 

 

Average daily trading volume (000 shares)

5,366

6,959

6,592

Average daily financial volume (R$ 000)

153,270

90,880

151,512

Average share price (R$/share)

28.56

13.06

22.99

NYSE


 

 

Quantity of ADRs² (000 ADRs)

56,388

60,509

52,197

Average daily trading volume (000 ADRs)

1,443

1,596

1,400

Average daily financial volume (US$ 000)

8,361

4,043

6,486

Average share price (US$/ADR)

5.79

2.53

4.63

Total


 

 

Average daily trading volume (000 shares)

6,809

8,555

7,992

Average daily financial volume (R$ 000)

194,694

111,871

183,591

1 Calculated on the closing price for the period
2 1 ADR = 1 common share



1ST QUARTER OF 2024

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Ultrapar's combined average daily financial volume on B3 and NYSE totaled R$ 195 million/day in 1Q24 (+74% vs 1Q23). Ultrapar's shares ended the quarter quoted at R$ 28.47 on B3, an appreciation of 7% in the quarter, while the Ibovespa index depreciated 5%. In NYSE, Ultrapar's shares and the Dow Jones stock index appreciated 6%. Ultrapar ended 1Q24 with a market cap of R$ 32 billion.

UGPA3 x Ibovespa Performance

(Dec 28, 2023 = 100) 

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1Q24 Conference call

Ultrapar will host a conference call for analysts and investors on May 9, 2024, to comment on the Company’s performance in the first quarter of 2024 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)




1ST QUARTER OF 2024

Graphics

 In million of Reais

ULTRAPAR - Balance sheet  MAR 24 
 MAR 23 
 DEC 23 






ASSETS







Cash and cash equivalents 3,747.6
4,361.8
5,925.7
Financial investments and derivative financial instruments 309.5
258.3
292.9
Trade receivables and reseller financing 4,206.9
4,266.1
4,426.7
Trade receivables - sale of subsidiaries 963.7
189.4
924.4
Inventories 4,371.9
3,782.5
4,291.4
Recoverable taxes 1,688.2
1,609.4
1,633.3
Prepaid expenses 184.7
173.1
99.9
Contractual assets with customers - exclusive rights 779.2
672.6
787.2
Other receivables 323.3
166.7
267.4
Total Current Assets 16,574.9
15,479.8
18,648.9
Financial investments and hedge derivative financial instruments 2,550.0
505.4
951.9
Trade receivables and reseller financing 599.2
580.9
563.9
Trade receivables - sale of subsidiaries -
908.2
-
Deferred income and social contribution taxes 1,155.5
947.1
1,255.1
Recoverable taxes 2,548.1
2,608.3
2,966.7
Escrow deposits  1,034.9
967.7
1,032.7
Prepaid expenses 53.4
73.6
73.4
Contractual assets with customers - exclusive rights 1,436.7
1,582.8
1,475.3
Other receivables 306.1
182.1
312.6
Investments in subsidiaries, joint ventures and associates 316.2
118.3
318.4
Right-of-use assets, net 1,671.6
1,830.3
1,711.5
Property, plant and equipment, net 6,494.6
5,955.1
6,387.6
Intangible assets, net 1,872.1
2,068.3
2,553.9
Total Non-Current Assets 20,038.6
18,328.2
19,603.1






TOTAL ASSETS 36,613.5
33,808.0
38,252.0






LIABILITIES







Trade payables 3,077.8
2,861.0
4,682.7
Trade payables - reverse factoring 1,304.1
1,769.7
1,039.4
Loans, financing and derivative financial instruments 2,830.9
1,011.7
1,075.7
Debentures 942.3
725.0
917.6
Salaries and related charges 348.9
330.7
494.8
Taxes payable 251.0
364.2
720.5
Leases payable 314.1
281.9
311.4
Financial liabilities of customers (vendor) 148.1
193.2
157.6
Provision for decarbonization credits -
338.3
742.0
Other payables 664.2
395.2
1,088.1
Total Current Liabilities 9,881.4
8,271.0
11,229.7






Loans, financing and derivative financial instruments 5,002.1
6,379.4
5,585.4
Debentures 4,182.5
3,684.8
4,189.4
Provision for tax, civil and labor risks 1,241.2
1,066.9
1,258.3
Post-employment benefits 246.8
195.0
241.2
Leases payable 1,158.0
1,301.2
1,212.5
Financial liabilities of customers (vendor) 129.5
229.9
151.3
Other payables 396.3
310.3
354.4
Total Non-Current Liabilities 12,356.3
13,167.5
12,992.5






TOTAL LIABILITIES 22,237.7
21,438.5
24,222.2






EQUITY







Share capital 6,621.8
5,171.8
6,621.8
Reserves 6,996.8
6,715.3
6,991.2
Treasury shares (470.0)
(479.7)
(470.5)
Others 679.7
484.5
364.1
Non-controlling interests in subsidiaries 547.6
477.7
523.3
Total Equity 14,375.8
12,369.5
14,029.8






TOTAL LIABILITIES AND EQUITY 36,613.5
33,808.0
38,252.0






Cash and cash equivalents 6,607.0
5,125.5
7,170.6
Gross debt (12,957.8)
(11,800.9)
(11,768.0)
Leases payable (1,472.1)
(1,583.2)
(1,523.9)
Net debt (7,822.9)
(8,258.5)
(6,121.4)


1ST QUARTER OF 2024

Graphics

 In million of Reais 
 ULTRAPAR - Income statement   1Q24 
 1Q23 
4Q23






Net revenues from sales and services 30,395.9
30,551.8
33,420.9






Cost of products sold and services provided (28,334.7)
(28,839.0)
(30,351.9)






Gross profit 2,061.2
1,712.7
3,069.0






Operating revenues (expenses)

Selling and marketing (569.0)
(511.0)
(641.0)
General and administrative (440.8)
(453.9)
(545.8)






Results from disposal of assets 36.8
52.8
17.6
Other operating income (expenses), net (137.8)
(133.2)
(92.7)






Operating income 950.4
667.4
1,807.1






Financial result, net

Financial income 160.2
190.4
207.6
Financial expenses (443.0)
(502.0)
(377.8)
Share of profit (loss) of subsidiaries, joint ventures and associates (3.1)
10.4
0.2






Income before income and social contribution taxes 664.6
366.2
1,637.0






Income and social contribution taxes





Current (87.9)
(139.7)
(582.2)
Deferred (121.3)
47.3
59.2






Net income 455.4
273.8
1,114.0






Net income attributable to:

Shareholders of Ultrapar 431.5
262.1
1,099.0
Non-controlling interests in subsidiaries 24.0
11.8
15.0






Adjusted EBITDA 1,357.7
1,079.1
2,287.3






Non-recurring1 (52.1)
(55.9)
(620.9)






Recurring Adjusted EBITDA 1,305.6
1,023.2
1,666.4






Depreciation and amortization2 410.3
401.2
480.0
Total investments3 438.4
364.7
819.7
Ratios

Earnings per share (R$) 0.39
0.24
1.00
Net debt / Adjusted LTM EBITDA4 1.3x
2.0x
1.1x
Gross margin (%) 6.8%
5.6%
9.2%
Operating margin (%) 3.1%
2.2%
5.4%

Adjusted EBITDA margin (%)

4.5%
3.5%
6.8%
    Recurring Adjusted EBITDA margin (%) 4.3%
3.3%
5.0%
Number of employees5 9,988
9,923
10,009

1 Non-recurring items described in the EBITDA calculation table – page 2
2 Includes amortization with contractual assets with customers – exclusive rights
3 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases
4 Adjusted LTM EBITDA does not include capital gain and closing adjustments from the sales of Oxiteno and Extrafarma, and extraordinary tax credits; furthermore, it does not include LTM result from Extrafarma since the closing of its sale
5 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


1ST QUARTER OF 2024

Graphics

In million of Reais

ULTRAPAR - Cash flows  JAN - MAR
2024 

 JAN - MAR
2023 




Cash flows from operating activities




Net income 455.4
273.8
Adjustments to reconcile net income to cash provided (consumed) by operating activities
Share of profit (loss) of subsidiaries, joint ventures and associates 3.1
(10.4)
Amortization of contractual assets with customers - exclusive rights 132.7
132.1
Amortization of right-of-use assets 71.1
75.3
Depreciation and amortization 208.7
196.1
Interest and foreign exchange rate variations 393.0
337.7
Current and deferred income and social contribution taxes 209.1
92.4

Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets

(72.0)
(52.8)
Equity instrument granted 10.4
5.1
Provision for decarbonization - CBios 182.9
152.8
Other provisions and adjustments 51.0
89.8
1,645.5
1,292.0
(Increase) decrease in assets
Trade receivables and reseller financing 177.5
403.1
Inventories (77.2)
1,130.6
Recoverable taxes (86.3)
(187.3)
Dividends received from subsidiaries and joint ventures 0.9
0.4
Other assets (137.7)
4.0




Increase (decrease) in liabilities
Trade payables and trade payables - reverse factoring (1,340.2)
(2,764.3)
Salaries and related charges (145.9)
(131.2)
Taxes payable (4.5)
7.7
Other liabilities (41.5)
(128.5)




Acquisition of CBios (338.1)
(167.5)
Payments of contractual assets with customers - exclusive rights (91.9)
(132.4)
Payment of contingencies (30.9)
(6.2)
Income and social contribution taxes paid (102.9)
(31.7)




Net cash provided (consumed) by operating activities (573.2)
(711.3)




Cash flows from investing activities
Financial investments, net of redemptions (1,547.0)
302.6
Acquisition of property, plant, equipment and intangible (326.2)
(221.0)
Cash provided by disposal of investments and property, plant and equipment 89.4
149.6
Net cash consumed by subsidiaries acquisition -  
(47.5)
Investment purchase and sale transactions and other assets -  
(38.1)




Net cash provided (consumed) by investing activities (1,783.8)
145.5




Cash flows from financing activities
Loans, financing and debentures
Proceeds 1,348.9
1,708.6
Repayments (136.6)
(1,851.7)
Interest and derivatives paid (426.6)
(292.3)
Payments of leases (120.3)
(84.1)
Dividends paid (437.5)
(108.7)
Proceeds of financial liabilities of customers -  
  6.8
Payments of financial liabilities of customers (40.6)
(47.4)
Capital decrease -  
(0.0)
Related parties (8.4)
0.4




Net cash provided (consumed) by financing activities 178.9
(668.5)




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




Increase (decrease) in cash and cash equivalents (2,178.1)
(1,260.0)




Cash and cash equivalents at the beginning of the period 5,925.7
5,621.8




Cash and cash equivalents at the end of the period 3,747.6
4,361.8




Non-cash transactions:
Addition on right-to-use assets and leases payable 68.3
134.8
Addition on contractual assets with customers - exclusive rights 16.2
49.8
Transfer between trade receivables and property, plant and equipment 4.4
-  
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition 5.5
0.4
Acquisition of property, plant and equipment and intangible assets without cash effect 9.0
8.5


1ST QUARTER OF 2024

Graphics

 In million of Reais

ULTRAGAZ - Working capital  MAR 24 
 MAR 23 
 DEC 23 






OPERATING ASSETS

Trade receivables 571.1
547.3
535.9
Non-current trade receivables 15.2
13.6
11.0
Inventories 198.7
164.7
178.2
Taxes 135.4
271.5
125.6
Escrow deposits 256.1
250.8
258.9
Other 115.1
124.2
95.3
Right-of-use assets 154.8
164.2
149.7
Property, plant and equipment / Intangibles 1,733.6
1,619.4
1,721.2






TOTAL OPERATING ASSETS 3,180.0
3,155.7
3,075.7






OPERATING LIABILITIES

Trade payables 236.8
217.7
233.7
Salaries and related charges 101.8
92.8
124.5
Taxes 9.0
14.9
10.5
Judicial provisions 167.3
136.5
162.5
Leases payable 192.4
202.3
188.1
Other 66.1
82.2
61.5






TOTAL OPERATING LIABILITIES 773.4
746.5
780.9



1ST QUARTER OF 2024

Graphics



 In million of Reais 
ULTRAGAZ - Income statement  1Q24 
 1Q23 
 4Q23 






Net revenues 2,499.9
2,640.7
2,555.3






Cost of products sold (1,985.3)
(2,128.6)
(2,021.5)






Gross profit 514.6
512.1
533.8






Operating expenses

Selling and marketing (131.1)
(141.3)
(164.8)
General and administrative (80.4)
(72.3)
(69.4)






Results from disposal of assets 0.3
(0.2)
3.4
Other operating income (expenses), net 4.3
6.1
5.9






Operating income 307.7
304.3
308.9






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






Adjusted EBITDA 400.7
384.0
406.4






Depreciation and amortization1 93.0
79.7
97.5






Ratios







Gross margin (R$/ton) 1,281
1,229
1,262
Operating margin (R$/ton) 766
730
730
Adjusted EBITDA margin (R$/ton) 997
922
960






Number of employees2 3,536
3,580
3,566
1 Includes amortization with contractual assets with customers - exclusive rights
2 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)

1ST QUARTER OF 2024

Graphics
   
 In million of Reais 
ULTRACARGO - Working capital  MAR 24 
 MAR 23 
 DEC 23 






OPERATING ASSETS

Trade receivables 37.8
22.1
32.0
Inventories 12.1
10.3
11.9
Taxes 6.6
7.3
6.7
Other 77.5
81.7
88.1
Right-of-use assets 621.0
649.9
622.8
Property, plant and equipment / Intangibles / Investments 2,221.9
1,780.9
2,194.0






TOTAL OPERATING ASSETS 2,976.9
2,552.2
2,955.5






OPERATING LIABILITIES

Trade payables 55.9
40.4
89.3
Salaries and related charges 32.9
38.8
49.1
Taxes 13.6
7.7
14.9
Judicial provisions 17.5
9.7
16.9
Leases payable 564.9
594.2
593.2
Other1 39.0
58.1
35.1






TOTAL OPERATING LIABILITIES 723.8
748.9
798.6
1 Includes the long term obligations with clients account



1ST QUARTER OF 2024

Graphics
   
 In million of Reais 
ULTRACARGO - Income statement  1Q24 
 1Q23 
 4Q23 






Net revenues 263.2
236.5
257.4






   Cost of services provided (92.1)
(87.7)
(92.4)






Gross profit 171.1
148.8
165.0






   Operating expenses

      Selling and marketing (3.6)
(3.6)
(2.3)
      General and administrative (42.2)
(36.0)
(44.2)






   Results from disposal of assets (0.0)
(0.1)
0.0
   Other operating income (expenses), net 1.7
(0.2)
(0.4)






Operating income 127.0
109.0
118.1






   Share of profit (loss) of subsidiaries, joint ventures and associates 1.5
(0.3)
2.0






Adjusted EBITDA 165.2
142.4
155.1






   Depreciation and amortization 36.7
33.7
35.0






Ratios







   Gross margin (%) 65.0%
62.9%
64.1%
   Operating margin (%) 48.3%
46.1%
45.9%
   Adjusted EBITDA margin (%) 62.8%
60.2%
60.2%
Number of employees1 843
851
856
1 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


1ST QUARTER OF 2024

Graphics

In million of Reais
IPIRANGA - Working capital  MAR 24
 MAR 23
 DEC 23






OPERATING ASSETS

   Trade receivables 3,614.5
3,751.4
3,860.0
   Non-current trade receivables 584.0
567.3
552.9
   Inventories 4,161.2
3,607.5
4,101.3
   Taxes 3,688.9
3,451.9
4,070.3
   Contractual assets with customers - exclusive rights 2,215.0
2,203.6
2,261.3
   Other 909.4
663.8
821.8
   Right-of-use assets 888.5
1,009.9
931.2
   Property, plant and equipment / Intangibles / Investments 4,354.7
4,388.8
5,039.1






TOTAL OPERATING ASSETS 20,416.2
19,644.1
21,637.8






OPERATING LIABILITIES

   Trade payables 4,066.4
4,358.1
5,359.2
   Salaries and related charges 181.8
149.3
269.2
   Post-employment benefits 262.9
208.7
257.5
   Taxes 140.6
171.5
141.1
   Judicial provisions 429.1
362.7
429.4
   Leases payable 706.5
779.4
733.7
   Other 929.9
1,112.1
1,843.7






TOTAL OPERATING LIABILITIES 6,717.1
7,141.9
 9,033.7


1ST QUARTER OF 2024

Graphics

In million of Reais
IPIRANGA - Income statement  1Q24 
 1Q23 
 4Q23 






Net revenues 27,693.3
27,719.1
30,652.2






Cost of products sold and services provided (26,312.9)
(26,662.3)
(28,280.1)






Gross profit 1,380.4
1,056.8
2,372.1






Operating expenses

Selling and marketing (434.4)
(366.1)
(473.9)
General and administrative (273.7)
(307.1)
(364.8)






Results from disposal of assets 36.5
56.0
14.2
Other operating income (expenses), net (165.1)
(138.7)
(130.9)






Operating income 543.7
301.0
1,416.6






     Share of profit (loss) of subsidiaries, joint ventures and associates (2.1)
(1.9)
(3.4)






Adjusted EBITDA 819.1
583.2
1,757.0






Non-recurring1 (36.5)
(55.9)
(596.7)






Recurring Adjusted EBITDA 782.7
527.3
1,160.2






Depreciation and amortization2 277.5
284.1
343.7






Ratios







   Gross margin (R$/m³) 247
193
389
   Operating margin (R$/m³) 97
55
232
   Adjusted EBITDA margin (R$/m³) 147
106
288
   Recurring Adjusted EBITDA margin (R$/m³) 140
96
190






Number of service stations 5,881
6,526
5,877






Number of employees3 5,127
4,990
5,058
1 Non-recurring items described in the EBITDA calculation table – page 2
2 Includes amortization with contractual assets with customers - exclusive rights
3 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


 


ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

May 8, 2024, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.


Members in attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (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. 

 

Matters discussed and resolutions:


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.

 



 

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

held on May 8, 2024)


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.

 


Jorge Marques de Toledo Camargo – Chairman

 

Marcos Marinho Lutz – Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Flávia Buarque de Almeida

  

Francisco de Sá Neto

 

José Mauricio Pereira Coelho

  

Marcelo Faria de Lima

 

Peter Paul Lorenço Estermann

 

Denize Sampaio Bicudo – Secretary of the Board of Directors

 



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 8, 2024


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer


(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended March 31, 2024 and Report on Review of Interim Financial Information, 1Q24 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on May 8, 2024)