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 HOLDINGS INC.
TABLE OF CONTENTS
ITEM
Ultrapar Participações S.A. and Subsidiaries |
(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.
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
Notes to the interim financial information | |
For the period ended March 31, 2024 |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended. |
(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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 |
| m³ |
| 4,298 |
| 131,473 |
| 4,190 |
| 21,918 |
| (240) |
| (2,308) |
Commodity forward |
| Sold |
| RBOB |
| Apr-24 |
| 50,558 |
| 6,677 |
| m³ |
| 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 |
| ‐ |
| m³ |
| 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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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 | |
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.
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 |
Net income | Cash consumption from operations | Investments |
R$ 455 | R$ 573 | R$ 438 |
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 aí, 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 |
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 |
abastece aí earnings report
At the beginning of 2020, the operation of abastece aí was segregated from Ipiranga with the purpose of developing it as an independent business. However, considering that abastece aí 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 aí, 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 aí 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 |
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
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 |
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$/ton) | 966 | 779 | 948 | 24% | 2% |
1 Does not consider R$ 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 revenues – Total 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 sold – Total 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 |
Ultracargo | 1Q24 | 1Q23 | 4Q23 | Δ 1Q24 v 1Q23 | Δ 1Q24 v 4Q23 |
Installed capacity¹ (000 m³) | 1,067 | 955 | 1,067 | 12% | 0% |
m³ 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. |
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 revenues – Total 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 |
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$/m³) | 164 | 88 | 153 | 87% | 7% |
¹ Fuel oils, arla 32, kerosene, lubricants and greases
² Non-recurring items described in the EBITDA calculation table – page 2
Operational performance – Ipiranga’s sales volume increased 2% compared to 1Q23, with a 7% increase in the Otto cycle, with higher share of ethanol to the detriment of gasoline in the product mix, partially offset by a 3% decrease in diesel. Compared to 4Q23, sales volume decreased 8%, due to a 13% decrease in diesel and 4% in the Otto cycle, mainly due to the typical seasonality between periods.
Net revenues – Total of R$ 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 |
In million of Reais
Ultrapar – Indebtedness | 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 |
Maturity profile and debt breakdown:
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 |
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 |
1ST QUARTER OF 2024 |
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)
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 |
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 |
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 |
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 |
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 |
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 |
1ST QUARTER OF 2024 |
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 |
1ST QUARTER OF 2024 |
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 |
1ST QUARTER OF 2024 |
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 |
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 |
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)