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6-K 1 tm2324850d1_6-k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2023

 

Commission File Number: 001-41638

  

 

 

AMBIPAR EMERGENCY RESPONSE

(Exact name of registrant as specified in its charter)

 

 

 

Avenida Angélica, nº 2346, 5th Floor

São Paulo, São Paulo, Brazil, 01228-200

Tel: +55 (11) 3429-5000

(Address of principal executive office)

 

 

 

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 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.

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.    Description of Exhibit 
99.1   Summary Results for the Six Months ended June 30, 2023.
     
99.2   Unaudited Interim Condensed Consolidated Financial Statements of Ambipar Emergency Response for the Six-Month Period Ended June 30, 2023.

 

 


 

SIGNATURE

 

 

Date: August 28, 2023

 

  AMBIPAR EMERGENCY RESPONSE
   
   
  By: /s/Thiago da Costa Silva
  Name: Thiago da Costa Silva
  Title: Director

 

 

EX-99.1 2 tm2324850d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1 

 

Summary Results for the Six Months Ended June 30, 2023

 

The information set forth below updates certain information about us included in the prospectus contained in our Registration Statement on Form F-1 (Registration No. 333-270493) which we refer to herein as the “Prospectus,” and should be read in conjunction with the information set forth in the Prospectus under “Financial Statement Presentation,” “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk” and our audited consolidated financial statements and unaudited pro forma condensed financial information and the historical financial statements of Witt O’Brien’s and the respective notes thereto included elsewhere in the Prospectus, as well as with our unaudited interim condensed consolidated financial statements as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, contained in a report on Form 6-K (SEC File No. 001-41638) that was furnished to the SEC on August 28, 2023 (the “Second Quarter Financial Statements Report”).

 

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth including those set forth in “Cautionary Statement Regarding Forward-Looking Statements,” “Industry and Market Data” and “Risk Factors.” of the Prospectus

 

The following table reflects selected financial information for the six months ended June 30, 2023:

 

    For the six months ended June 30,  
    2023     2023     2022     Variation  
    (Unaudited)  
   

(in US$ millions)(1)

    (in R$ millions)     %  
Net revenue     250.7       1,208.3       654.5       84.6 %
Cost of services rendered     (204.8 )     (987.1 )     (520.0 )     89.8 %
Gross profit     45.9       221.3       134.5       64.5 %
Operating profit     19.8       95.3       125.6       (24.1 )%
Net finance cost     (16.7 )     (80.6 )     (23.3 )     245.9 %
Income tax and social contribution     (7.3 )     (35.3 )     (19.9 )     77.4 %

 

 

(1) For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$4.8192 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2023, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us” in the Prospectus.

 

Net revenue

 

Net revenue for the six months ended June 30, 2023 amounted to R$1,208.3 million, compared to R$654.5 million in the six months ended June 30, 2022, which represents an increase of R$553.8 million, or 84.6%.

 

The increase in net revenue was primarily due to increased operations in our North America and Brazil segments, which reached net revenue of R$621.9 million and R$408.3 million in the six months ended June 30, 2023, respectively, from R$262.8 million and R$209.7 million in the six months ended June 30, 2022, respectively, as a result of a wider regional reach and, consequently, an increase in the overall number of subscription contracts and spot contracts. These increases were partially offset by (i) a negative effect of 2.1 percentage points on our net revenue as a result of the depreciation of the U.S. dollar, Canadian dollar and British pound against the real, (ii) a 2.5% net revenue decline in our Latin America segment due to a strong net revenue comparable basis in the region in the six months ended June 30, 2022 arising from an oil spill response and (iii) a 1.8% net revenue decline in our Europe segment due to a mild industrial sector demand for our services.

 

Acquisitions that occurred over the second half of 2022 contributed R$327.8 million to the increase in net revenue in the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Excluding the effect of those acquisitions, our net revenue would have increased by 28% or R$202.9 million in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to an increase of cross-selling and growth in North America and Brazil in connection with an increase of the capacity of our service centers and operating capabilities. We made no material acquisitions in the six months ended June 30, 2023.

 

 


 

Cost of services rendered

 

Cost of services rendered for the six months ended June 30, 2023 amounted to R$987.1 million, compared to R$520.0 million for the six months ended June 30, 2022, which represents an increase of R$467.1 million, or 89.8%. This increase was primarily due to the acquisitions we completed in 2022, the increase in operations, consistent with the increase in net revenue described above, and the increase in third party costs due to a greater use of third party providers in North America to provide services in remote locations where we have limited capacity. These increases were partially offset by a positive effect of 2.0 percentage points on our cost of services as a result of the depreciation of the U.S. dollar, Canadian dollar and British pound against the real.

 

Acquisitions that occurred over the second half of 2022 contributed R$402.0 million to the increase in cost of services rendered in the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Excluding the effect of those acquisitions, our cost of services rendered would have increased by 14.8% or R$70.1 million in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, as a result of the organic growth of our operations in the period and inflationary costs pressure on our cost of services rendered. We made no material acquisitions in the six months ended June 30, 2023.

 

Gross profit

 

Gross profit for the six months ended June 30, 2023 amounted to R$221.3 million, compared to R$134.5 million in the six months ended June 30, 2022. Gross profit represented 18.3% and 20.6% of our net revenue, respectively, for the six months ended June 30, 2023 and 2022. The decrease in gross profit margin was primarily due to an increase, as a result of the WOB acquisition, in resilience consulting services, which have lower gross margins than our previous existing businesses.

 

Operating profit

 

Operating profit for the six months ended June 30, 2023 amounted to R$95.3 million, compared to an operating profit of R$125.6 million in the six months ended June 30, 2022, mainly due to the extraordinary expenses incurred in connection with the conclusion of the HPX transaction in March, which had a non-recurring negative impact of R$100.9 million in the period.

 

Net finance cost

 

Our net finance cost increased by R$57.3 million, to R$80.6 million for the six months ended June 30, 2023 from R$23.3 million for the six months ended June 30, 2022. Finance income increased by R$10.9 million, or 194.6%, to R$16.5 million in the six months ended June 30, 2023 from R$5.6 million in the six months ended June 30, 2022, primarily due to the net proceeds raised with the HPX transaction, which resulted in an increase in revenues from interest-earning bank deposits. Our finance costs increased by R$68.2 million, or 236.0%, to R$97.1 million in the six months ended June 30, 2023 from R$28.9 million in the six months ended June 30, 2022, primarily due to an increase in debenture interest and interest on loans, primarily as a result of the First Issuance of Debentures, the Second Issuance of Debentures and the borrowing under the IBBA Loan Agreement with Itau BBA International PLC to finance the WOB Acquisition in 2022.

 

Income tax and social contribution

 

Income tax and social contribution expense for the six months ended June 30, 2023 was R$35.3 million, compared to R$19.9 million in the six months ended June 30, 2022, which represents an increase of R$15.4 million, or 77.4%, primarily due to higher income before taxes reported in the operating subsidiaries in the six months ended June 30, 2023.

 

About Ambipar Emergency Response

 

Ambipar Response specializes in environmental services, and operates in six main business units: emergency response, fire response, marine response, medical response, industrial response and environmental response. The Company is present in 39 countries across all six continents, providing standardized services across all regions.

 

The Company was founded in 1995 by Tercio Borlenghi Jr.

 

For more information, visit ambipar.com and http://ir-response.ambipar.com/ This 6-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

 

 


 

Forward-Looking Statements

 

These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. These statements identify prospective information and may include words such as “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “plan,” “predict,” “project,” “potential,” “aspiration,” “objectives,” “should,” “purpose,” “belief,” and similar, or variations of, or the negative of such words and expressions, although not all forward-looking statements contain these identifying words.

 

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Ambipar Response’s control.

 

Ambipar Response’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: more intense competition than expected, lower addition of new clients, regulatory measures, more investments in our business than expected, and our inability to execute successfully upon our strategic initiatives, among other factors.

 

Investor Relations Contact:

 

Email: ir.response@ambipar.com

 

 

EX-99.2 3 tm2324850d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2 

 

AMBIPAR EMERGENCY RESPONSE

 

Condensed Consolidated Interim statement of financial position (Unaudited) 

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

    Note     June 30, 2023
(unaudited)
    December 31, 2022  
Assets                      
Current assets                      
Cash and cash equivalents   4       691,829       271,607  
Trade and other receivables, net   5       712,544       711,892  
Current income tax and social   6.1       6,935       6,388  
Other taxes recoverable   6.2       37,474       29,740  
Prepaid expenses           35,221       37,806  
Advances to suppliers           58,336       29,864  
Inventories           26,160       18,128  
Other accounts equivalents           56,057       36,498  
Current assets           1,624,756       1,141,923  
                       
Non-current assets                      
Related parties loans   16       25,886       26,180  
Non-current income tax and social contribuition recoverable   6.1       2,854       2,854  
Non-current other taxes recoverable   6.2       395       392  
Deferred taxes   22       25,567       25,420  
Judicial deposits   15       518       826  
Other accounts receivable           26,727       37,599  
                       
Investments   7       -       7,620  
Property, plant and equipment, net   8       611,396       516,081  
Right of use, net   8       48,479       68,275  
Goodwill   9       1,188,856       1,192,302  
Intangible assets   9       369,278       420,197  
Total Non-current assets           2,299,956       2,297,746  
                       
Total assets           3,924,512       3,439,669  
                       
Liabilities                      
                       
Current liabilities                      
Loans and financing   10       62,122       67,656  
Debentures   11       139,082       84,187  
Trade and other payables   12       129,218       155,523  
Labor obligations           84,501       114,941  
Dividends Payable   16       43,189       76,909  
Current income tax and social contribution payable   13.1       17,395       12,998  
Other tax payable   13.2       23,206       33,719  
Obligations from acquisition of investment   7       160,473       141,698  
Lease liabilities   14       16,157       14,411  
Other bills to pay           70,650       36,345  
Current liabilities           745,993       738,387  
                       
Non-current liabilities                      
Loans and financing   10       592,906       649,762  
Debentures   11       462,321       516,533  
Other taxes payable   13       7,669       7,986  
Related parties loans   16       606,823       769,792  
Deferred income tax and social contribution   22       211,513       190,833  
Obligations from acquisition of investment   7       37,130       81,728  
Provision for contingencies   15       382       607  
Lease liabilities   14       29,492       32,648  
Warrant and Earn-out   3.4.2       41,336       -  
Other bills to pay           9,223       4,305  
Non-current liabilities           1,998,795       2,254,194  
Total liabilities           2,744,788       2,992,581  
                       
Shareholders' equity                      
Capital           1,434,717       261,920  
Earn-out           (2.349 )     -  
Profit reserves           -       302,817  
Capital transactions           (91,432 )     (110,218 )
Accumulated translation adjustment           (225,745 )     (89,165 )
Retained earnings           (64,325 )     -  
Equity attributable to owners of the group           1,050,866       365,354  
Non-controlling interest           128,858       81,734  
Total equity           1,179,724       447,088  
Total shareholders' equity and liabilities           3,924,512       3,439,669  

 

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

 

1


 

AMBIPAR EMERGENCY RESPONSE

 

Condensed Consolidated Interim statements of income (Unaudited)

Semesters ended June 30, 2023, and 2022

(Amounts expressed in thousands of Brazilian Reais, except earnings per share)

 

    Note     June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Net Revenue   19       1,208,342       654,526  
Cost of services rendered   20       (987,054 )     (520,041 )
                       
Gross profit           221,288       134,485  
                       
Selling, general and administrative expenses   20       (12,855 )     (14,043 )
Other income, net expenses   20       (113,089 )     5,163  
                       
Operating expenses           (125,944 )     (8,880 )
                       
Operating profit           95,344       125,605  
                       
Finance expenses   21       (97,065 )     (28,929 )
Finance income   21       16,474       5,618  
            (80,591 )     (23,311 )
                       
Net income before income and social contribution taxes           14,753       102,294  
                       
Current income tax and social contribution   22       (29,572 )     (14,685 )
Deferred income tax and social contribution   22       (5,703 )     (5,227 )
                       
Profit (loss) for the period           (20,522 )     82,382  
                       
Profit (loss) Attributable to:                      
Controlling interest           (64,325 )     78,285  
Non-controlling interests           43,803       4,097  
                       
Number of shares at period end           1,522,136,000       261,920,439  
                       
Earnings (loss) per share (basic and diluted) at the end of the year - in R$           (0.01 )     0.31  

  

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

 

2


  

AMBIPAR EMERGENCY RESPONSE

 

Condensed Consolidated Interim statements of comprehensive income (Unaudited)

Semesters ended June 30, 2023, and 2022

(Values expressed in thousands of US Dollars)

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Profit (loss) for the period     (20,522 )     82,382  
Items that are or may be reclassified subsequently to profit or loss:                
Exchange rate change on goodwill on investee abroad     27,020       (1,070 )
Accumulated translation adjustment     (151,695 )     (74,352 )
Other comprehensive loss for the period, net of tax     (124,675 )     (75,422 )
Total comprehensive income (loss), net of taxes     (145,197 )     6,960  
                 
Attributable to:                
Controlling interest     (189,000 )     2,863  
Non-controlling interest     43,803       4,097  
      (145,197 )     6,960  

  

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

 

3


  

AMBIPAR EMERGENCY RESPONSE

 

Condensed Consolidated Interim statements of changes in equity (Unaudited)

Semesters ended June 30, 2023, and 2022

(Values expressed in thousands of Brazilian Reais)

 

                      Profit Reserves                              Total              
    Capital     Earn-out     Expenses on
the issuance
of shares
    Legal
reserve
    Unrealized
income
reserve
    Capital
transactions
    Equity
valuation
adjustment
    Accumulated
translation
adjustment
    Retained
earnings
    attributable
to the
controlling
shareholder
    Non-controlling
interests
    Total  
Balances at January 1st, 2022     261,920       -       -       13,936       162,212       (116,486 )     984       3,428       -       329,402       11,924       341,326  
                                                                                                 
Adjustment from previous years     -       -       -       -       3,531       14,489       -       -       -       18,020       -       18,020  
Participation of non-controllers     -       -       -       -       -       -       -       -       -       -       24,152       24,152  
Other comprehensive loss     -       -       -       -       -       -       -       (75,422 )     -       (75,422 )     -       (75,422 )
Net income for the period     -       -       -       -       -       -       -       -       78,285       78,285       4,097       82,382  
                                                                                                 
Balance, June 30, 2022 (unaudited)     261,920       -       -       13,936       165,743       (101,997 )     984       (71,994 )     78,285       346,877       40,173       387,050  
                                                                                                 
Balance at January 1st, 2023     261,920       -       -       22,011       280,806       (110,218 )     -       (89,165 )     -       365,354       81,734       447,088  
                                                                                                 
Issue of 177,977,323 new shares     263,004       -       -       -       -       -       -       -       -       263,004       -       263,004  
Adjustment from previous years     -       -       -       -       -       (2,411 )     -       -       -       (2,411 )     -       (2,411 )
Equity valuation adjustment     -       -       -       -       -       -       -       (3,356 )     -       (3,356 )     -       (3,356 )
Net income for the period     -       -       -       -       -       -       -       -       13,288       13,288       7,885       21,173  
Initial transactions with shareholders 03.03.2023     307,714       -       -       (22,011 )     (280,806 )     16,940       -       (8,549 )     (13,288 )     -               -  
Adjustment from previous years     -       -       -       -       -       -       -       -       -       -       (4,564 )     (4,564 )
PIPE     595,746       -       -       -       -       -       -       -       -       595,746       -       595,746  
HPX trust account balance at CST&T     48,083       -       -       -       -       -       -       -       -       48,083       -       48,083  
initial collection HPX 03.03.2023     (41,750 )     -       -       -       -       -       -       -       -       (41,750 )     -       (41,750 )
Earn-out     -       (2,349 )     -       -       -       -       -       -       -       (2,349 )     -       (2,349 )
Exchange variation on capital transactions     -       -       -       -       -       4,257       -       (4,257 )     -       -       -       -  
Expenses on the issuance of shares     -       -       (119,822 )     -       -       -       -       -       -       (119,822 )     -       (119,822 )
Realization of costs in the issuance of shares     -       -       119,822       -       -       -       -       -       -       119,822       -       119,822  
Net income for the period     -       -       -       -       -       -       -       -       (64,325 )     (64,325 )     43,803       (20,522 )
Equity valuation adjustment     -       -       -       -       -       -       -       (120,418 )     -       (120,418 )     -       (120,418 )
                                                                                                 
Balance, June 30, 2023 (unaudited)     1,434,717       (2,349 )     -       -       -       (91,432 )     -       (225,745 )     (64,325 )     1,050,866       128,858       1,179,724  

 

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

 

4


 

AMBIPAR EMERGENCY RESPONSE

 

Condensed Consolidated Interim statements of cash flows (Unaudited) – Indirect Method

Semesters ended June 30, 2023, and 2022

(Values expressed in thousands of US Dollars)

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Cash flows from operating activities                
Profit (loss) for the period     (20,522 )     82,382  
                 
Adjustments for non-cash items                
Depreciation and amortization     73,090       42,264  
Expected credit losses     (15 )     (28 )
Residual value of written-off property, plant and equipment and intangible assets     9,456       23,433  
Provision for contingencies     (225 )     (144 )
Income tax and social contribution - Deferred     5,703       5,227  
Interest on loans and financing, debentures and exchange-rate change     78,049       (20,361 )
                 
Changes in assets and liabilities:                
Accounts receivable     19,425       (71,614 )
Recoverable taxes     (7,544 )     45  
Prepaid expenses     2,751       (14,711 )
Advances to suppliers     (28,406 )     25,248  
Inventories     (7,982 )     (2,043 )
Other accounts receivable     (7,019 )     12,723  
Suppliers     (52,106 )     3,409  
Salaries and social security charges     (32,316 )     9,500  
Taxes payable     1,989       (3,518 )
Other accounts payable     37,214       3,478  
Cash generated from operating activities     71,542       95,290  
Interest paid on loans and financing     (24,803 )     (5,724 )
Interest paid on debentures     (46,891 )     -  
Interest paid on leases     (1,411 )     (1,185 )
Income tax and social contribution     (12,154 )     (595 )
                 
Net Cash generated from operating activities     (13,717 )     87,786  
                 
Cash flow from investing activities                
Cash spent on companies’ acquisitions; net of cash received     (25,169 )     (140,365 )
Payment of obligations from acquisition of investments     (64,923 )     (40,116 )
Acquisition of property, plant and equipment and intangible assets     (108,955 )     (78,715 )
                 
Net cash used in investing activities     (199,047 )     (259,196 )
                 
Cash flow from financing activities                
Attributed to shareholders                
Profit distribution - prior periods     (47,900 )     -  
Increase in minority interest     699,532       -  
Capital Increase     -       -  
                 
Attributed to financing                
Related parties     104,509       (101,675 )
Lease payments - Principal     (28,392 )     (7,332 )
Proceeds from loans and financing     37,765       7,255  
Proceeds from debentures     -       335,500  
Funding of debentures     1,028       -  
Payments of loans and financing - Principal     (63,980 )     (33,396 )
Payment of share issue costs     -       (5,299 )
Net cash generated from financing activities     702,562       195,053  
                 
Increase in cash and cash equivalents     489,798       23,643  
                 
Exchange rate change in cash and cash equivalents     (69,576 )     14,669  
                 
Cash and cash equivalents at the beginning of the period     271,607       118,918  
                 
Cash and cash equivalents at the end of the period     691,829       157,230  

  

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

 

5


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the unaudited interim condensed consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

1. GENERAL INFORMATION

 

Ambipar Emergency Response (“Group”) is a direct subsidiary of Ambipar Participações e Empreendimentos S.A. (“Ambipar Group” or “Company”) in the Emergency Response segment, it’s part of the Group’s essence the commitment to sustainable matters, working on the ESG (“Environment, Social and Governance”) pillars within its business and supporting its clients.

 

The Ambipar Emergency Response is engaged in the response to accidents with chemical products and pollutants, fighting fires, environmental emergencies on highways, railways, airports, ports, industries, mining and pipelines, and natural disasters. The Group also offers the environmental services in specialized industrial clean.

 

The Ambipar Emergency Response is also specialized in Crisis Management and attendance to environmental, chemical, and biological emergencies that affect the health, the environment, and property. Supported by state-of-the-art professionals, with excellence, technological equipment using techniques in the most security protocols, in order to contribute to excellence in care. The Ambipar Emergency Response owns more than 300 bases around the world, employs more than 150,000 trained collaborators and responds to emergencies on call 24 hours a day, 365 days a year.

 

On July 6, 2022, Emergência Participações (“Ambipar Response”) entered into a business combination agreement with HPX Corp. (“HPX”), a Special Purpose Acquisition Company (SPAC), to further accelerate the Company's growth. On March 3, 2023, after compliance with all corporate and regulatory requirements, the transaction was concluded. Thus, as of March 6, 2023, Ambipar Response became listed, and its common shares and warrants began to be traded on the NYSE American under the codes “AMBI” and “AMBI.WS”, respectively.

  

1.1. Activity in the Response segment

 

The principal business activities of the Ambipar Emergency Response comprise operating in prevention, management, and emergency response to accidents involving hazardous or non-hazardous products in all modes of transportation, with its own bases and presence in 16 countries in South America, Europe, Africa, North America, and Antarctica. In addition, it provides industrial firefighters who work at customer’s facilities and has the largest and most complete training field in Latin America, training employees and clients with the most complete structure focused on emergency response and management in multimodal scenarios.

 

6


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

As of June 30, 2023, and December 31, 2022, the Ambipar Emergency Response’s equity interests and their respective areas of activity are shown in Note 1.2 “Organization and Plan of Business Operation”.

 

1.2. Relevant events

  

Completion of the transaction with HPX and listing of Ambipar Emergency Response on the NYSE

 

On March 3, 2023, the Company completed the transaction with HPX Corp, pursuant to the terms of the Business Combination Agreement entered into on July 5, 2022, by the Company, together with its subsidiaries, Emergência Participações, Ambipar Emergency Response and Ambipar Merger Sub ("Closure"). As a result, Emergência Participações became a wholly owned subsidiary of Ambipar Emergency Response, a company incorporated in the Cayman Islands. Ambipar Emergency Response (“AMBI”) is classified as a foreign private issuer, emerging growth company and non-accelerated filer with shares listed on the New York Stock Exchange (NYSE American). The Company now holds a 70.8% interest in AMBI after the conclusion of the de-SPAC process. Additional details regarding the accounting impacts of the de-SPAC process for the Company's consolidated financial statements are presented in Note 7.

 

1.3. Organization and Plan of Business Operation

  

a) Transfer of Ambipar Response Limited and Ambipar Howells Consultancy Limited to Emergência Participações S.A.

 

As per decided at the general meeting of the extraordinary reorganization on October 2021, following the plan of business operation for companies under common control, the entities Ambipar Response Limited (United Kingdom) and Ambipar Howells Consultancy Limited, both previously directly controlled by the Ambipar Group, became the wholly subsidiaries of Emergência Participações S.A. that provides the same activities as the original companies.

 

b) Incorporation of Ambipar Holding USA, Ambipar Holdings UK Limited, Ambipar Holding Canada e Ambipar Holding Ireland

 

In 2020 and 2021, the Ambipar Emergency Response set up four holding companies, Ambipar Holding USA, Inc (“Ambipar USA”) Ambipar Holding Canada, Inc (“Ambipar Canada”), Ambipar Holdings UK Limited (“Ambipar UK”) and Ambipar Holding Ireland Limited (“Ambipar Ireland”) in order to acquire business in those locations, following the Ambipar Emergency Response’s plan of business operation.

 

c) Acquisition of Inversiones Disal Emergencia

 

On June 28, 2021, the Group acquired 100% of the shares of Inversiones Disal Emergencia (“acquired”). As a result, the company Inversiones Disal Emergencia ("Acquired”) became a subsidiary of Emergência Participações S.A. with the same activities as the original company (See in Note 1.3).

 

7


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

  

List of subsidiaries

 

The Unaudited Condensed Consolidated Interim Financial Statements include the individual statements of the entities of the Ambipar Emergency Response, listed below:

 

    Place of Business/     Ownership held by Group     Ownership held by NCI    
  Country of       30.06.2023     31.12.2022     30.06.2023     31.12.2022     Consolidation
Company   Incorporation   Controller     %       %       %       %     method
Emergência Participações S.A.   Brazil   Ambipar Participações     100.00       100.00       -       -     Full
Ambipar Howells Consultancy Limited   United Kingdom   Emergência Participações     100.00       100.00       -       -     Full
Ambipar Response Limited   United Kingdom   Emergência Participações     100.00       100.00       -       -     Full
Ambipar Response S.A.   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Ambipar Insurance Corretora de Seguros Ltda   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Ambipar Response Insurence - Atendimento a Seguros Ltda   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Atmo Hazmat Ltda   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Suatrans Chile S.A.   Chile   Emergência Participações     100.00       100.00       -       -     Full
Suatrans Peru S.A.C.   Peru   Suatrans Chile     99.78       99.78       0.22       0.22     Full
Suatrans Training S.A.   Chile   Suatrans Chile     99.99       99.99       0.01       0.01     Full
SIS - Servicios Industriales Especializados S.A.   Chile   Suatrans Chile     99.99       99.99       0.01       0.01     Full
Horvefel S.A.   Uruguay   Suatrans Chile     100.00       100.00       -       -     Full
SABI Tech S.A.   Colombia   Suatrans Chile     100.00       100.00       -       -     Full
Ambipar Holding USA, INC   United States of America   Emergência Participações     100.00       100.00       -       -     Full
Allied International Emergency LLC.   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
One Stop Environmental, LLC   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Intracoastal Invironmental, LLC   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Custom Environmental Services, INC   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
EMS Environmental, Inc   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Swat Consulting Inc.   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Professional Emergency Resource Services   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Ambipar Response L1 Inc   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Witt O'Brien"s LLC   United States of America   Ambipar Holding USA     100.00       100.00       -       -     Full
Navigate Communications Pte. Ltd.   Singapore   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Navigate Response (Asia) Pte. Ltd.   Singapore   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Navigate PR Limited   England and Wales   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Navigate Response Limited   England and Wales   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Strategic Crisis Advisors LLC   Georgia   Witt O'Brien"s LLC     100.00       100.00       -       -     Full

 

8


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Witt O’Brien’s PR LLC   Puerto Rico   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Witt O'Brien's USVI, LLC   U.S. Virgin Islands   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Witt O'Brien's Payroll Management LLC   Delaware   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
O'Brien's Response Management, L.L.C.   Delaware   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
O'Brien's do Brasil Consultoria em Emergências e Meio Ambiente S/A (c)   Brazil   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Witt O'Brien's Insurance Services, LLC   New Jersey   Witt O'Brien"s LLC     100.00       100.00       -       -     Full
Witt Associates do Brasil Consultoria Ltda. (c)   Brazil   Witt O'Brien"s LLC     -       50.00       -       50.00     No
Ambipar Holdings UK Limited   United Kingdom   Emergência Participações     100.00       100.00       -       -     Full
Enviroclear Site Service Limited   United Kingdom   Ambipar Holding UK     100.00       100.00       -       -     Full
Ambipar Holding Ireland Limited   Ireland   Ambipar Holding UK     100.00       100.00       -       -     Full
Lehane Environmental & Industrial Services Ltd   Ireland   Ambipar Holding Ireland     100.00       100.00       -       -     Full
Ambipar Holding Canadá, INC   Canada   Emergência Participações     100.00       100.00       -       -     Full
Emerge Hydrovac Inc.   Canada   Ambipar Holding Canadá     100.00       100.00       -       -     Full
Lynx Creek Industrial & Hydrovac Ltd.   Canada   Ambipar Holding Canadá     100.00       100.00       -       -     Full
Orion Environmental Services Ltd.   Canada   Ambipar Holding Canadá     100.00       100.00       -       -     Full
First Response Inc   Canada   Ambipar Holding Canadá     100.00       100.00       -       -     Full
Ambipar Response ES S.A.   Brazil   Emergência Participações     70.00       70.00       30.00       30.00     Full
Ambipar Response Control Environmental Consulting S.A.   Brazil   Ambipar Response ES     70.00       70.00       30.00       30.00     Full
Ambipar Response Orbitgeo Ltda.   Brazil   Ambipar Response ES     70.00       70.00       30.00       30.00     Full
Ambipar Response OGTEC Facilities Ltda.   Brazil   Ambipar Response ES     70.00       70.00       30.00       30.00     Full
Ambipar Response Wastewater Control Ltda.   Brazil   Ambipar Response ES     70.00       70.00       30.00       30.00     Full
Ambipar Response Geoweb Ltda.   Brazil   Ambipar Response ES     70.00       70.00       30.00       30.00     Full
Ambipar Response Geociências Ltda. (a)   Brazil   Ambipar Response ES     38.50       38.50       61.50       61.50     Full
Bioenv Análises Ambientais Ltda (b)   Brazil   Ambipar Response ES     35.70       -       64.30       -     Full
RG Consultoria Técnica Ambiental S.A.   Brazil   Emergência Participações     51.00       51.00       49.00       49.00     Full
RG Consultoria Técnica Ambiental Brasil Ltda.   Brazil   RG Consultoria     51.00       51.00       49.00       49.00     Full
JM Serviços Integrados Ltda.   Brazil   Emergência Participações     70.00       70.00       30.00       30.00     Full
JM Serviços e Locações Ltda.   Brazil   Emergência Participações     70.00       70.00       30.00       30.00     Full
Lacerda & Lacerda Serviços de Transportes e Emergências Ambientais Ltda   Brazil   Emergência Participações     100.00       70.00       -       30.00     Full
Desentupidora Belo Ltda.   Brazil   Emergência Participações     -       70.00       100.00       30.00     Full
Ambipar Response Gás Ltda.   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Inversiones Disal Emergencias S.A.   Chile   Emergência Participações     100.00       100.00       -       -     Full
Ambipar Atendimento Médico Hospitalar Ltda.   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Fênix Emergências Ambientais Ltda.   Brazil   Emergência Participações     100.00       100.00       -       -     Full
APW Ambiental e Transporte Ltda.   Brazil   Emergência Participações     100.00       100.00       -       -     Full
Dracares Apoio Marítimo e Portuário Ltda.   Brazil   Emergência Participações     51.00       51.00       49.00       49.00     Full
Flyone Serviço Aéreo Especializado, Comércio e Serviço Ltda.   Brazil   Emergência Participações     51.00       51.00       49.00       49.00     Full
CK7 Serviços de Manutenção Industrial e Reparos em Geral Ltda.   Brazil   Emergência Participações     51.00       -       49.00       -     Full
C-Safety Comércio, Indústria e Serviços Ltda.   Brazil   Emergência Participações     51.00       -       49.00       -     Full
Ambipar Response Marine S.A.   Brazil   Ambipar Response Dracares Apoio Marítimo e Portuário S/A     80.00       -       20.00       -     Full
Plimsoll Serviços Ltda   Brazil   CK7 Serviços de Manutenção Industrial e Reparos em Geral Ltda     51.00       -       49.00       -     Full
EKMAN - Serviços Ambientais e Oceanograficos Ltda   Brazil   Ambipar Response Espírito Santo S.A.     60.00       -       40.00       -     Full
DFA Contracting Ltd   Canada   Ambipar Holding Canadá Inc.     100.00       -       -       -     Full

   

(a) The subsidiary Ambipar Response ES has a 55% interest in Ambipar Response Geociências Ltda. The Company has a 70% interest in Ambipar Response ES, thus the Group has 38.50% control over the subsidiary.

 

(b) The subsidiary Ambipar Response ES has a 51% interest in Bioenv Análises Ambientais Ltda. The Company has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.

 

(c) As described in Note 1 – General Information, the Company acquired, through its subsidiary Emergência Participações S.A., 100% of the company Witt O’Briens and the acquisition was completed on October 25, 2022; as a result, there was a joint agreement with the acquisition of 50% of O'Brien's do Brasil Consultoria em Emergências e Meio Ambiente S.A., characterizing a joint venture.

 

9


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

1.4. Objective of preparing and presenting the unaudited interim condensed consolidated financial information for the six-months period ended June 30, 2023

 

The unaudited interim condensed combined interim financial information for the six-months period ended June 30, 2023, presented for comparative purposes as required by International Accounting Standard 34, Interim Financial Reporting, (“IAS 34”), has been prepared on a combined basis as common control transaction to reflect the reorganization completed by December 31, 2021, disclosed in note 1.2 (a). Therefore, this audited interim condensed combined interim financial information presents properly the Ambipar Emergency Response’s performance for 6 six-months period ended June 30, 2021 considering that Emergência Participações S.A. was the parent company of the Ambipar Emergency Response.

 

After the reorganization referred above Emergência Participações S.A. became the parent company of all the entities belonging to the Ambipar Emergency Response. Consequently, the interim financial information for the six-months period ended June 30, 2022 has been prepared and presented on a consolidated basis in accordance with IFRS 10 – Consolidated financial statements.

 

1.5. Authorization to issue these Unaudited Condensed Consolidated Interim Financial Statements

 

The issue of these Unaudited Condensed Consolidated Interim Financial Statements was authorized by the Management on August 28, 2023.

 

2. DESCRIPTION OF SIGNIFICANT ACCOUNTING POLICIES

 

2.1. Basis of presentations

 

As a result of the reorganization described below, these financial statements have been presented for all periods as if the Company was the holding company of the Group.

 

The Company became the holding company of the Group in March 2023 through a business combination (note 1.2) and as a result Emergência Participações S.A. (predecessor entity) became a wholly owned subsidiary of Ambipar Emergency Response.

 

These transactions are being accounted for on the predecessor values basis as common control transactions, based on the predecessor values recognized by the Company in its consolidated financial statements from the dates that it obtained control of the Group.

 

10


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Upon conclusion of the business combination, the results of operations of the Group were included in the consolidated financial statements of the Company as if the company had always owned the Group.

 

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared and presented in accordance with International Accounting Standard 34, Interim Financial Reporting, within the framework of International Financial Standards as issued by the International Accounting Standards Board.

 

The Unaudited Condensed Consolidated Interim Financial Statements are expressed in thousands of Reais ("R$"), and the reporting of amounts in other currencies, when needed, is also expressed in thousands, unless otherwise indicated.

 

The preparation of Unaudited Condensed Consolidated Interim Financial Statements requires Management to make judgments, use estimates and adopt assumptions that affect the amounts presented for revenues, expenses, assets and liabilities, including contingent liabilities. However, uncertainty relating to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the book value of certain assets and liabilities in future years.

 

Ambipar Emergency Response’s Management states and confirms that all relevant information for the Unaudited Interim Condensed Consolidated Financial Statements is being evidenced and corresponds to the one used by Management in the administration.

 

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared on the historical cost’s basis, except certain financial assets and liabilities that measured at their fair value.

 

The Ambipar Emergency Response’s businesses included in these Unaudited Condensed Consolidated Interim Financial Statements are not generated as a single legal entity. These Unaudited Condensed Consolidated Interim Financial Statements are, therefore, not necessarily indicative of performance, cash flows obtained, and possessing actual equity and financial situation, as if this Ambipar Emergency Response had operated in a single legal entity during the years, or indicative of future results.

 

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared on a going concern basis, which assumes that the Ambipar Emergency Response will be able to discharge its liabilities.

 

2.2. Basis of consolidation

 

These Unaudited Condensed Consolidated Interim Financial Statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.

 

11


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

2.3. New and amended standards adopted

 

A number of amended standards became applicable for the current reporting period. The Ambipar Emergency Response was not required to change its accounting policies or make retrospective adjustments as a result of adopting the applicable amended standards.

 

2.4. New accounting standards issued but not yet effective

 

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. Of those standards applicable to the Ambipar Emergency Response, they are not expected to have a material impact on these Unaudited Condensed Consolidated Interim Financial Statements.

  

3. Basis of measurement

 

3.1. Currency translation

 

(a)   Functional and presentation currency

 

Items included in Ambipar Emergency Response’s Interim Consolidated Financial Statements are measured using the currency of the primary economic environment in which companies operate ("the functional currency"). The Unaudited Condensed Consolidated Interim Financial Statements are presented in Reais (R$). All financial information disclosed has been rounded to the nearest value, except otherwise indicated.

 

(b)   Foreign currency

 

Transactions with foreign currencies are converted into functional currency by using exchange rates prevailing on the transaction or valuation dates when the items are measured. Exchange gains and losses resulting from the settlement of those transactions and from the translation at year-end exchange rates referring to monetary assets and liabilities in foreign currencies, are recognized in the statement of income. Foreign exchange gains and losses related to accounts receivable, suppliers and loans are presented in the statement of income as financial revenue or expense. 

 

12


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(c) Foreign operations

 

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated in euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro at the exchange rates at the dates of the transactions.

 

Foreign currency differences are recognized in OCI and accumulated in the Translation reserve, except to the extent that the translation difference is allocated to NCI.

 

When a foreign operation in disposed of in its entirety or partially such as that the control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation in reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

 

3.2. Use of accounting estimates and judgment

 

The preparation of the Unaudited Condensed Consolidated Interim Financial Statements in accordance with IFRS issued by IASB and interpretations requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates. The settlement of transactions involving these estimates may result in significantly different amounts due to the lack of precision inherent to the process of their determination.

 

Estimates and assumptions are reviewed in a continuous manner. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future periods affected. The information on critical judgments that refer to accounting policies adopted that have effects on amounts recognized in the Unaudited Condensed Consolidated Interim Financial Statements is presented in the following notes:

 

Impairment of non-financial assets

 

As stated in note 3.6, impairment testing involves calculating the value in use or the fair value less cost of disposal, when applicable, of the cash generating units to which the goodwill or other non-financial assets have been assigned. The value in use is determined by estimating five years of future cash flows, a perpetual value and using a discount rate that comprises three components: time value in money, the appropriate risk premium and uncertainty about the future cash flows. Hence, it relies on several critical judgements, estimates and assumptions. For more information on estimates and assumptions used in impairment testing, refer to note 8.

 

13


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Revenue recognition

 

The Group applies certain judgment in assessing the terms of revenue from contracts with customers to determine whether the contract involves the delivery of service (revenue recognized over time). The Group evaluates each contract individually, its critical terms and business relationship with its customer and any associated third party.

 

Lease term

 

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has the option, under some of its leases, to lease the assets for additional terms. The Group applies judgment in evaluating whether it is reasonably certain to exercise the option to renew, it considers all relevant factors that create an economic incentive for it to exercise the renewal such as contractual terms and conditions for the optional periods compared with market rates and the length of a non-cancellable period of a lease.

 

After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

 

Residual value and estimated useful life of property, plant and equipment and intangible asset (finite useful lives)

 

As stated in note 3.5 and 3.7, Intangible and property, plant and equipment assets are amortized over their useful lives. The useful life is based on management’s estimates for the period in which the assets will contribute to generate revenue and is periodically reviewed. Changes in estimates may result in significant changes in the book value. Revisions to these estimates are recognized prospectively.

 

Business Combination Accounting

 

We recognize, separately from goodwill, the identifiable assets acquired, and liabilities assumed at their estimated acquisition date fair values. We measure and recognize goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if applicable) and the acquisition date fair value of our previously held equity interest in the acquiree (if applicable), over (b) the fair value of net assets acquired, and liabilities assumed. At the acquisition date, we measure the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. We measure the fair values of all non-contractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Expected credit losses related to trade and other receivables

 

The expected loss on doubtful accounts is established when there is objective evidence that the Group will not be able to collect all amounts according to the accounts receivable original terms.

 

It is formed in an amount considered adequate by Management to cover probable losses arising on collection of accounts receivable, based on analysis of each client’s default risk considering a reasonable and supportable information available at the time that demonstrates that the credit risk has not increased significantly since initial recognition, the customer’s financial situation committed in the market, history of negotiations carried out, signed agreements not being fulfilled, mainly taking into consideration risk scenarios in which it has observable behavior in the market, and with special attention to long-standing overdue credits.

 

Income taxes

 

The calculation of current and deferred income taxes requires us to make estimates and assumptions and to exercise judgement regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities.

 

Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense in the Consolidated statements of operations and comprehensive income (loss) and may result in cash payments or receipts.

 

All income tax filings are subject to audits and reassessments. Changes in interpretations or judgements may result in a change in our income tax provisions in the future. The amount of such a change cannot be reasonably estimated.

 

3.3. Cash and cash equivalents

 

Cash and cash equivalents include cash, bank deposits, highly liquid short-term investments, redeemable in up to three months or less, with an insignificant risk of change in fair value and for the purpose of meeting short-term commitments.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.4. Financial instruments

 

3.4.1. Financial assets

 

Recognition and measurement

 

Purchases and sales of financial assets are recognized on trading date, Investments are initially recognized at fair value plus transaction cost for all financial assets not classified at fair value recognized in income (loss).

 

Financial assets at fair value recognized in the income (loss) are initially recognized at fair value, and transaction costs are charged to statement of income in the period they occur.

 

The fair value of publicly quoted investments is based on the current purchase price. If the market of a financial asset is not active, the Ambipar Emergency Response establishes the fair value using valuation techniques. These techniques include the use of recent transactions contracted from third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows and option pricing models, privileging market information and minimizing the use of information generated by Management.

 

Classification

 

In the initial recognition, a financial asset is classified as measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVTOCI”); or (iii) fair value through profit or loss (“FVTPL”).

 

A financial asset is measured at amortized cost if it meets both conditions below: (i) the asset is held within a business model whose purpose is to collect contractual cash flows; and (ii) the contractual terms of financial assets give rise, on specific dates, to cash flows that are only payments of principal and interest on the outstanding principal value.

 

A financial asset is measured in FVOCI only if it meets both conditions below: (i) the asset is maintained within a business model whose purpose is achieved by both the collection of contractual cash flows and the sale of financial assets; and (ii) the contractual terms of financial assets give rise, on specific dates, to cash flows that refer to payments of principal and interest on the outstanding principal value. All other financial assets are classified as measured at fair value through profit or loss.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

In addition, upon initial recognition, the Ambipar Emergency Response may, irrevocably, designate a financial asset that satisfies the requirements to be measured at amortized cost, FVTOCI or even FVTPL. This designation is intended to eliminate or significantly reduce a possible accounting mismatch stemming from the result produced by the respective asset.

 

Financial assets – Business model assessment

 

The Ambipar Emergency Response makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management. The information considered includes:

 

· the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
· how the performance of the portfolio is evaluated and reported to the Ambipar Emergency Response’s management;
· the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
· how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
· the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

 

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Ambipar Emergency Response’s continuing recognition of the assets.

 

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest

 

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition, ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

 

In assessing whether the contractual cash flows are solely payments of principal and interest, the Ambipar Emergency Response considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition, in making this assessment, the Ambipar Emergency Response considers:

 

· contingent events that would change the amount or timing of cash flows.
· terms that may adjust the contractual coupon rate, including variable-rate features;
· prepayment and extension feature; and
· terms that limit the Ambipar Emergency Response’s claim to cash flows from specified assets (e.g., non-recourse features).

 

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual per amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

  

Financial assets – Subsequent measurement and gains and losses

 

Financial assets at FVTPL These assets are subsequently measured at fair value, Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses, Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI These assets are subsequently measured at fair value, Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI These assets are subsequently measured at fair value, Dividends are recognized as income in profit or loss unless the dividend clearly represents a investment’s cost part recovery. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Trade accounts receivable

 

Trade accounts receivable correspond to the amount’s receivable from clients for the rendering of service carried out in the normal course of Group’s activities. If the payment term is equivalent to one year or less (or any other term that is in conformity with Group's normal cycle), accounts receivable are classified as current assets. Otherwise, they are presented in non-current assets.

 

Trade accounts receivable are initially recognized at fair value and, subsequently, measured at amortized cost using the effective interest rate method less expected impairment losses on accounts receivable, in practice, they are usually recognized at the billed amount, adjusted by provision for impairment, if necessary.

 

Recognition and derecognition

 

The financial instrument is recognized in the Unaudited Condensed Consolidated Interim Financial Statements when the entity becomes a party to the financial instrument contract. An entity removes a financial liability from its statement of financial position when its obligation is extinguished. An entity removes a financial asset from its statement of financial position when its contractual rights to the asset’s cash flows expire; when it has transferred the asset and substantially all the risks and rewards of ownership; or when it has transferred the asset and has retained some substantial risks and rewards of ownership, but the other party may sell the asset. The risks and rewards retained are recognized as assets.

 

Impairment of financial assets

 

Expected credit losses

 

The expected loss on doubtful accounts is established when there is objective evidence that the Group will not be able to collect all amounts according to the accounts receivable original terms.

 

It is formed in an amount considered adequate by Management to cover probable losses arising on collection of accounts receivable, based on analysis of each client’s default risk considering a reasonable and supportable information available at the time that demonstrates that the credit risk has not increased significantly since initial recognition, the customer’s financial situation committed in the market, history of negotiations carried out, signed agreements not being fulfilled, mainly taking into consideration risk scenarios in which it has observable behavior in the market, and with special attention to long-standing overdue credits.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

a) Recognition

 

The Ambipar Emergency Response recognizes loss allowances for ECLs on:

 

· financial assets measured at amortized cost;
· debt investments measured at FVOCI; and
· contract assets.

 

The Ambipar Emergency Response also recognizes loss allowances for ECLs on lease receivables, which are disclosed as part of trade and other receivables.

 

The Ambipar Emergency Response measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

 

· debt securities that are determined to have low credit risk at the reporting date; and
· other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

 

Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an amount equal to lifetime ECLs.

 

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Ambipar Emergency Response considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Ambipar Emergency Response’s historical experience and informed credit assessment, that includes forward-looking information.

 

The Ambipar Emergency Response assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

 

The Ambipar Emergency Response considers a financial asset to be in default when:

 

· the debtor is unlikely to pay its credit obligations to the Ambipar Emergency Response in full, without recourse by the Ambipar Emergency Response to actions such as realizing security (if any is held); or
· the financial asset is more than 90 days past due.

 

The Ambipar Emergency Response considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade’.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

 

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

 

The maximum period considered when estimating ECLs is the maximum contractual period over which the Ambipar Emergency Response is exposed to credit risk.

 

b) Measurement

 

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Ambipar Emergency Response expects to receive).

 

ECLs are discounted at the effective interest rate of the financial asset.

 

c) Credit-impaired financial assets

 

At each reporting date, the Ambipar Emergency Response assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

Evidence that a financial asset is credit-impaired includes the following observable data:

 

· significant financial difficulty of the debtor;
· a breach of contract such as a default or being more than 90 days past due;
· the restructuring of a loan or advance by the Ambipar Emergency Response on terms that the Ambipar Emergency Response would not consider otherwise;
· it is probable that the debtor will enter bankruptcy or other financial reorganization; or
· the disappearance of an active market for a security because of financial difficulties.

 

d) Presentation of allowance for ECL in the statement of financial position

 

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in OCI.

 

e) Write-off

 

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

 

Derecognition of financial assets

 

A financial asset (or, when appropriate, part of a financial asset or part of a group of similar financial assets) is written off when: (i) the rights to receive cash flows from the asset have expired; and (ii) the Group transferred its rights to receive cash flows of the asset or has assumed an obligation to fully pay cash flows received, without significant delay, to a third party under terms of an "on lending" agreement; and (a) the Group has substantially transferred all risks and benefits related to the asset; or (b) the Group has not transferred and has not substantially retained all risks and benefits related to the asset, but has transferred control over that asset.

 

When the Group transfers its rights to receive cash flows from an asset or enters into a transfer agreement and does not transfer or substantially retain all risks and benefits related to the asset, an asset is recognized to the extent of the Group’s ongoing involvement with this asset.

 

3.4.2. Financial liabilities

 

Initial recognition, classification and measurement

 

A financial asset or financial liability is measured initially at fair value. Subsequent measurement depends on the category of financial instrument.  Some categories are measured at amortized cost, and some at FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Interest rate benchmark reform

 

When the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a result of interest rate benchmark reform, the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met:

 

· the change is necessary as a direct consequence of the reform; and
· the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e., the basis immediately before the change.

 

When changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Group applied the policies on accounting for modifications to the additional changes.

 

Borrowing costs

 

Cost of loans attributed to the acquisition, construction or production of an asset that necessarily demands a substantial period of time to become ready for intended use or sale is capitalized as part of this asset’s cost.

 

Loan costs are comprised by interest and other costs that the Group incurs in connection with fundraising.

 

Derecognition of financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged, canceled, or expired. When an existing financial liability is replaced by another of the same lender with substantially different terms, or the terms of an existing liability are significantly changed, this substitution or alteration is treated as a write-off of the original liability and recognition of a new liability, whereas the difference in the corresponding book value is recognized in the statement of income.

 

Loans and financing

 

Borrowings and financing are initially recognized at fair value, net of costs incurred in the transaction and are subsequently stated at amortized cost.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Any difference between the amounts raised (net of transaction costs) and the settlement amount is recognized in the income statement during the period while the loans are outstanding, under the effective interest rate method.

 

Loans and financing are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

 

Warrant and Earn-out

 

Warrant is a financial instrument that confers the right, but not the obligation, to acquire shares at a specified price during a specific period. It is recognized as a financial liability, and the subsequent measurement of fair value is recognized in profit or loss for the period.

 

Earn-out is related to the achievement of certain objectives in merger and acquisition operations, in which a part of the purchase price is deferred and based on the future performance of the company. It is recognized as a financial liability, and the subsequent measurement of fair value is recognized in the equity transaction account in the Company's equity.

 

Such operations are classified in IAS 32/IFRS 9 and are classified as derivative financial instruments, assets and liabilities. Fair value is calculated according to a Monte Carlo simulation model at each measurement date.

 

3.5. Intangible assets and Goodwill

 

(i) Software

 

Costs associated with maintaining software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets where the following criteria are met:

 

· it is technically feasible to complete the software so that it will be available for use;
· management intends to complete the software and use or license it there is an ability to use or sell the software;
· it can be demonstrated how the software will generate probable future economic benefits;
· adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
· the expenditure attributable to the software during its development can be reliably measured.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Directly attributable costs that are capitalized as part of the software include employee´s costs and an appropriate portion of relevant overheads.

 

Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use.

 

(ii) Goodwill

 

Goodwill is measured as described in note 9, Goodwill on acquisitions of subsidiaries is included in intangible assets, Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes.

 

(iii) Research and development

 

Expenditure on research activities is recognized in profit or loss as incurred. Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to the initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

 

(iv) Other Intangibles

 

Other intangible assets, including client’s portfolio, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

  

(v) Amortization

 

Amortization is recognized in the Unaudited Condensed Consolidated Interim statement of Income (loss) loss based on the straight-line method in relation to the estimated useful lives, since this method is the closest that reflects the consumption pattern of future economic benefits incorporated into the asset. The estimated useful lives of intangible assets are as measured as described in note 9 (b).

The assets' net book values and useful lives are reviewed at each reporting date, and adjusted prospectively, where applicable.

 

In the semester ended June 30, 2023, the Group reviewed the estimated useful lives of these assets, and no significant change was identified.

 

Other intangible assets, including customer relationships, work force, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

 

3.6. Impairment of non-financial assets

 

An impairment loss is recognized in the Unaudited Condensed Consolidated Interim Financial Statements statement of income (loss) for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).

  

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Therefore, impairment losses recognized for goodwill cannot be reversed in a subsequent period.

  

3.7. Property, plant, and equipment

 

Property, plant, and equipment (PPE) are stated at historical cost less accumulated depreciation and accumulates impairment losses (if applicable). Historical cost includes expenses directly attributable to the acquisition of items. Historical cost also includes financing costs related to the acquisition of qualifying assets.

 

Subsequently incurred costs are added to the asset's book value or are recognized as a separate asset, as applicable, and only when it is likely that associated future economic benefits will flow and that the item's cost can be reliably measured.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The book value of replaced items and parts is written off. All other maintenance and repair costs are recorded as a contra entry to income (loss) for the year, when incurred.

 

Lands are not depreciated. Depreciation of other assets is calculated using the straight-line method, with the costs of other assets being allocated to their residual values over the estimated useful life. Assets under development are not depreciated until they are available for use. Property, plant, and equipment useful lives are disclosed in note 8.

 

Residual values and the useful lives of material assets are reviewed and adjusted, if adequate, at the end of each year and depreciated using the straight-line method.

 

An asset's book value is immediately written down to its recoverable amount if the asset's book value is greater than its estimated recoverable amount, as impairment.

 

An item of property and equipment is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference between net disposal proceeds and the carrying amount of the asset) is included as a gain or loss in the Consolidated statement of operations in the period the asset is de-recognized.

 

Gains and losses from disposals are determined when the asset is derecognized by the comparison of results with the book value and are recognized in "Other net operating revenues (expense)" in the statement of income, as incurred.

 

3.8. Trade accounts payable and other accounts payable

 

Trade accounts payable and other accounts payable are obligations due for assets or services acquired from suppliers in the normal course of businesses and are classified as current liabilities if payment is due within one year. Otherwise, trade accounts payable are presented as non-current liabilities.

 

They are initially recognized at fair value and, subsequently, measured at amortized cost using the effective interest rate method. In practice, they are usually recognized at the amount of the related invoice.

  

3.9. Provisions

 

Provisions for lawsuits (labor, civil and tax) are recognized when: the Group has a present or constructive obligation as result of past events; it is likely that an outflow of funds will be required to settle the obligation; and if the amount can be estimated reliably, Provisions are not recognized for future operating losses.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

When there is a series of similar obligations, the probability of settling them is determined by considering all obligation as a whole. A provision is recognized even if the likelihood of settlement related to any individual item included in the same class of obligations is small.

 

The provisions are measured at the present value of the expenditures that shall be necessary to settle the obligation, using a pre-tax rate which reflects the current market evaluations as to the value of the cash over time and the specific risks of the liability. The increase in the obligation over time is recognized as a financial expense.

  

3.10. Income tax

 

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

 

The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

 

3.10.1. Current tax

 

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

Companies under the deemed income system

 

There are companies that opted for taxation based on estimated profit. The income tax and social contribution, both current and deferred, are calculated based on the rates of 15% plus a surcharge of 10% more than R$ 240 for income tax and 9% for social contribution, both applied to a percentage of 32% gross revenue.

 

Companies under the taxable income system

 

The income tax and social contribution of current year are calculated based on the rates of 15% plus a surcharge of 10% on taxable income more than R$ 240 for income tax and 9% on taxable income for social contribution on net income and take into account (if any) tax loss carry forward and negative basis of social contribution, limited to 30% of taxable income.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The Group operates in several international tax jurisdictions. Judgement is required in respect of the interpretation of state, federal and international tax law and practices as service provider and tax continues to evolve.

 

3.10.2. Deferred tax

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

 

· temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
· temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
· taxable temporary differences arising on the initial recognition of goodwill.

 

Temporary differences in relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease) for the purpose of recognizing deferred tax.

 

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. There are no unrecognized tax losses or tax credits.

 

Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption.

 

29


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority.

 

3.11. Revenue recognition

 

The revenue is stated net of taxes, returns, rebates or discounts, its recognition is in accordance with IFRS 15 - Revenue from customer contracts, which establishes a five-steps model to determine how and when it will be recognize, as well as its measurement, provided that revenues and costs can be measured reliably.

The Group revenue recognizes revenue when control of the promised services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services.

 

In addition, specific criteria for each of the Group’s activities must be met, as described below:

 

Rendering of services

 

The Group provides emergency services that includes prevention, training, and emergency response.

 

Revenues are generated from services at customer sites or other locations. Response services for environmental emergencies include any scale from man-made disasters such as oil spills, to natural disasters such as hurricanes. Emergency response services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel.

 

The Group recognizes revenue for these services over time, as the customer receives and consumes the benefits of the service as they are being performed and the Group has a right to receive for performance completed to date. The Group uses the input method to recognize revenue over time, based on time and materials incurred. The duration of such services can be over the number of hours, days or even months for larger scale projects. In this situation, can be recognized unbilled revenue.

 

3.12. Leases liabilities

 

As a lessee

 

At inception of a contract, the Group assesses whether a contract is, or contains, a lease liability. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for of the period agreed time in exchange for consideration.

 

30


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

  

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

  

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

 

The Group determines it’s the range incremental borrowing rate from 7,08% to 8,5% as each year by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

 

Lease payments included in the measurement of the lease liability comprise the following:

 

· fixed payments, including in-substance fixed payments;
· variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
· amounts expected to be payable under a residual value guarantee; and
· the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

From January 1st, 2021, where the basis for determining future lease payments changes as required by interest rate benchmark reform, the Group remeasures the lease liability by discounting the revised lease payments using the revised discount rate that reflects the change to an alternative benchmark interest rate.

 

The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’ and lease liabilities in ‘loans and borrowings’ in the statement of financial position.

 

Short-term leases and leases of low-value assets

 

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

3.13. Distribution of dividends and interest on own capital

 

Payment of dividends and interest on capital to Group shareholders is recognized as a liability in the Unaudited Condensed Consolidated Interim Financial Statements at the end of the year, based on the by-laws that govern the Group’s companies.

 

Any amount above the mandatory minimum is provisioned only on the date of its approval by the shareholders.

 

The tax benefit of interest on own capital is recognized in the statement of income.

 

32


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.14. Business combinations

 

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at least, an input and substantive process and whether the acquired set has the produce outputs ability.

 

The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

 

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. The goodwill constituted in the business combination is recorded in non-current assets, subgroup of intangible assets. Any goodwill that arises is recorded in intangible assets and tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

 

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

 

If the Company makes a purchase of an investment and part of the amount is in installments, the accounts payable is recorded in the item Obligations from acquisition of, as mentioned in Note 7.

 

33


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.15. Non-controlling interests

 

The interest attributable to non-controlling shareholders was calculated based on the percentage of 49% on the total shareholders’ equity in 2022 and 30% on the 2021.

 

Set out below is summarized financial information for NCI that are material to the Group for June 30, 2023:

 

Summarized statement of financial
position
  Ambipar
Response
Espírito
Santo S.A.
    Ambipar
Response
Dracares
Apoio
Marítimo e
Portuario
S/A
    Ambipar
Flyone
Serviço Aereo
Especializado,
Comércio e
Serviço
    RG
Response
S.A.
    Ambipar
Response
Tank
Cleaning
S/A
    JM Serviços
Integrados
S.A.
    Ambipar
Response
Marine S/A
    Ambipar
Response
Industrial
Services S/A
    Emergência
Participações
S.A.
    Total  
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
    June 30,
2023
 
Current assets     51,923       17,654       40,072       4,605       65,145       25,929       5,626       9,796       1,400,282       1,621,032  
Current liabilities     (44,843 )     (21,580 )     (23,664 )     (1,716 )     (22,022 )     (8,749 )     (1,644 )     (6,547 )     (938,376 )     (1,069,141 )
Current net assets     7,080       (3,926 )     16,408       2,889       43,123       17,180       3,982       3,249       461,906       551,891  
Non-current assets     96,562       71,225       94,450       5,005       67,930       18,104       4,187       2,039       2,319,013       2,678,515  
Non-current liabilities     (52,662 )     (19,359 )     (25,618 )     (1,601 )     (13,293 )     (21,660 )     (438 )     -       (2,042,190 )     (2,176,821 )
Non-current net assets     43,900       51,866       68,832       3,404       54,637       (3,556 )     3,749       2,039       276,823       501,694  
                                                                                 
Net assets     50,980       47,940       85,240       6,293       97,760       13,624       7,731       5,288       738,729       1,053,585  
Net assets controlling     50,980       47,940       85,240       6,293       97,760       13,624       7,731       5,288       738,729       1,053,585  
Net assets nom-controlling     3,340       -       -       -       -       -       -       -       102,850       106,190  
                                                                                 
Accumulated NCI     12,655       19,377       22,944       2,124       22,130       1,464                               81,734  
Others adjustment from non-controlling     626       4,114       18,824       558       12,923       2,623       1,546       2,591       3,319       47,124  
Accumulated NCI adjusted                                                                             128,858  
                                                                                 
Summarized statement of financial
position
  Ambipar
Response
Espírito
Santo S.A.
    Ambipar
Response
Dracares
Apoio
Marítimo e
Portuario
S/A
    Ambipar
Flyone
Serviço Aereo
Especializado,
Comércio e
Serviço
    RG
Response
S.A.
    Ambipar
Response
Tank
Cleaning
S/A
    JM Serviços
Integrados
S.A.
    Ambipar
Response
Marine S/A
    Ambipar
Response
Industrial
Services S/A
    Emergência
Participações
S.A.
    Total  
Revenue     71,047       37,167       42,733       6,805       57,456       27,332       5,681       16,789       380,143       645,153  
Cost of services rendered     (52,615 )     (25,722 )     (28,231 )     (5,188 )     (27,002 )     (16,390 )     (3,092 )     (13,490 )     (315,838 )     (487,568 )
Gross profit     18,432       11,445       14,502       1,617       30,454       10,942       2,589       3,299       64,305       157,585  
Selling, general and administrative expenses     -       -       -       -       -       -       -       -       -       -  
Other expense     (183 )     1,661       647       92       13,059       (22 )     1       (3 )     (2,882 )     12,370  
Operating expenses     (183 )     1,661       647       92       13,059       (22 )     1       (3 )     (2,882 )     12,370  
Operating profit     18,249       13,106       15,149       1,709       43,513       10,920       2,590       3,296       61,423       169,955  
                                                                                 
Finance costs     (5,037 )     (454 )     (3,112 )     (96 )     (190 )     (2,509 )     (40 )     (71 )     (33,276 )     (44,785 )
Finance income     276       102       377       22       2,072       12       74       60       940       3,935  
Net finance costs     (4,761 )     (352 )     (2,735 )     (74 )     1,882       (2,497 )     34       (11 )     (32,336 )     (40,850 )
Profit before tax     13,488       12,754       12,414       1,635       45,395       8,423       2,624       3,285       29,087       129,105  
Income tax and social contribution     (4,021 )     (4,073 )     (2,112 )     (346 )     (6,067 )     321       (231 )     (1,739 )     (7,913 )     (26,181 )
Profit for the year     9,467       8,681       10,302       1,289       39,328       8,744       2,393       1,546       21,174       102,924  
Profit for the year controlling     5,856       4,427       5,254       730       26,144       6,121       1,914       788       7,886       59,121  
Profit for the year non-controlling     3,611       4,254       5,048       559       13,184       2,623       479       758       13,288       43,803  
Interest attributable to non-controlling shareholders     30.00 %     49.00 %     49.00 %     49.00 %     49.00 %     30.00 %     20.00 %     49.00 %     100.00 %        

 

(*) The information on Ambipar Response ES S.A. in this table is consolidated and have their subsidiaries shown in the table at note 1.2.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.16. Segment reporting

 

For reviewing the operational performance of the Group and allocating resources purposes, the Chief Operating Decision Maker ("CODM") of the Group, which is comprised of the Chief Executive Officer of the Group, reviews the Consolidated results as a geographical area disaggregated by domestic market and foreign market as a whole market. The CODM considers the whole Group a single operating and reportable segment, when monitoring operations, making decisions on fund allocation, and evaluating performance. The CODM reviews relevant financial data on a Consolidated basis for all subsidiaries and business lines.

 

The Group’s net revenue, profit or loss, and assets and liabilities for this one reportable segment can be determined by reference to the Unaudited Condensed Consolidated Interim Financial Statements.

 

For more information regarding the Group's non-current assets and net revenue by geographic area, refer to note 8.

 

3.17. Earnings per share – basic and diluted

 

The Company calculates basic earnings per share using the total average weighted number of outstanding ordinary shares during the period corresponding to income, in accordance with accounting pronouncement IAS 33.

 

3.18. Prepaid expenses

 

Those are basically disbursements made in advance, which will be charged to the result as soon as the expenses are actually incurred.

 

3.19. Transactions eliminated on combination

 

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

 

3.20. Finance income and finance costs

 

The Group’s finance income and finance costs include:

 

· interest income.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

· interest expense.
· the net gain or loss on financial assets at FVTPL; and
· the fair value loss on contingent consideration classified as a financial liability.

 

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

 

· the gross carrying amount of the financial asset; or
· the amortized cost of the financial liability.

 

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired after the initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset, if the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

 

3.21. Share capital

 

Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

 

3.22. Financial risk management

 

The Group is party to transactions involving financial instruments for the purpose of financing its activities or investing its available funds.

 

The management of these risks is performed through the definition of conservative strategies aiming at liquidity, profitability, and safety. The control policy consists of permanent follow-up of the rates engaged versus those in force in the market.

 

In the semester ended June 30, 2023, there were no transactions involving derivative financial instruments with speculative purposes and compound financial instruments with embedded derivatives.

 

Financial instruments are recognized only as from the date the Group becomes a party to contractual provisions. When recognized, they are initially recorded at its fair value plus any transaction costs directly attributed to its acquisition or issue (when applicable). Then they are measured at the end of each reporting period, in accordance with the standards established for each type of classification of financial assets and liabilities.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.22.1. Financial risk factors

 

In the normal course of business, the Group is exposed to market risks, including changes in interest rates and foreign currency rates.

 

Market risk is the risk that changes in market prices – e.g. foreign exchange rates, interest rates and equity prices – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

 

The Group's activities expose it to various financial risks: market risk (including fair value interest rate risk, and cash flow interest rate risk and price risk), credit risk and liquidity risk, related primarily to our financing activities and foreign operation. The Group’s risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group does not have operations quoted at commodity prices; therefore, it has no exposure to commodity price risks.

 

The management of risk is conducted by the treasure departments.

 

(a) Market risk

 

Market risk is the risk that changes in market prices – e.g. Foreign exchange rate, interest rates and equity prices – will affect the Group´s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return.

 

(i) Interest rate risk

 

Interest rate risk arises from the portion of debt pegged to the long-term interest rate – CDI and interest earning bank deposits at CDI, which may affect the financial revenues or expenses in the event an unfavorable change in interest or inflation rates takes place. Loans issued at variable rates expose the Group to cash flow interest rate risk.

 

Loans issued at fixed rates expose the Group to fair value risk associated with interest rate. Considering that a substantial part of the Group’s loans is linked to fixed rates. Management believes that the risk of significant changes in income and cash flows is low.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The Group set three scenarios (probable, possible and remote) for simulation, In the probable scenario, the rates disclosed by BM&F were set forth by the Management and the possible and remote scenario, a 25% and 50% impairment, respectively, in the variables. The calculation basis used is the amount presented in the notes of cash and cash equivalents, loans and financing and debentures:

 

§ June 30, 2023

 

    (Consolidated) scenarios  
Index risk   Base     Probable     Possible     Remote  
CDI - Interest earning bank deposits     439,744       60,025       75,031       90,038  
CDI – Loans     (655,028 )     (89,411 )     (111,764 )     (134,117 )
CDI – Debentures     (601,403 )     (82,092 )     (102,615 )     (123,138 )
                                 
Net exposure     (816,687 )     (111,478 )     (139,348 )     (167,217 )

 

§ December 31, 2022

 

    (Consolidated) scenarios  
Index risk   Base     Probable     Possible     Remote  
CDI - Interest earning bank deposits     64,158       8,758       10,948       13,137  
CDI - Loans and Financing     (717,418 )     (97,928 )     (122,410 )     (146,892 )
CDI – Debentures     (600,720 )     (81,998 )     (102,498 )     (122,997 )
Net exposure     (1,253,980 )     (171,168 )     (213,960 )     (256,752 )

 

Due to the nature, complexity, and isolation of a single variable, the estimates presented may not faithfully represent the value of the loss, if the variable in question has the deterioration shown. The calculation was performed for a win/loss scenario in the period of one month.

 

(b) Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investments in debt securities.

 

The credit risk arises from cash and cash equivalents, deposits in banks and other financial institutions, and exposure to client credit. For banks and financial institutions, only securities from entities considered as prime line are accepted.

 

The Credit Analysis area evaluates the client’s creditworthiness by considering their financial position, past experiences, and other factors.

 

Individual risk limits are determined with basis on internal or external classifications in accordance with limits determined by management. The use of credit limits is regularly monitored.

 

No credit limit was exceeded in the period, and Management does not expect any losses arising from defaults by those parties in addition to the provision already formed (Note 5).

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

As mentioned in note 18 - Segment reporting, the Emergency Response Services do not have customers representing more than 10% of their net revenue in the semester ended June 30, 2023 and December 31, 2022.

 

(c) Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

 

The cash flow forecast is carried out by the Group’s Management. The Management monitors the continuous forecasts of Group’s liquidity requirements to ensure it has enough cash to satisfy operating needs. This forecast takes into consideration the Group’s debt financing plans, compliance with clauses, attainment of the internal goals of the balance sheet quotient and, if applicable, external or legal regulatory requirements - for example, currency restrictions.

 

Surplus cash held by the Group beyond the balance required for administration of working capital, is invested in checking accounts with incidence of interest, term deposits, short-term deposits, choosing instruments with appropriate maturities and sufficient liquidity to provide sufficient margin as determined by the above predictions. As of June 30, 2023, the Group maintained short-term funds of R$ 439,744 (R$ 64,158 as of December 31, 2022) which are expected to readily generate cash inflows to manage the liquidity risk.

 

The table below analyzes the Group’s non-derivative financial liabilities per maturity intervals, corresponding to balance sheets’ remaining period until contract maturity date (*):

 

    <1 year     1–2 years     2–5 years     Total  
June 30, 2023                                
Loans and financing     62,122       92,624       500,282       655,028  
Loans and financing (interest)     8,946       13,338       72,040       94,324  
Debentures     139,082       231,148       231,173       601,403  
Lease liabilities     18,169       23,996       7,886       50,051  
Suppliers and other accounts payable     199,868       9,223       -       209,091  
      428,187       370,329       811,381       1,609,897  
                                 
December 31, 2022                                
Loans and financing     67,656       92,624       500,282       660,562  
Loans and financing (interest)     9,682       13,254       71,590       94,526  
Debentures     84,187       169,806       346,727       600,720  
Lease liabilities     16,700       24,385       11,240       52,325  
Suppliers and other accounts payable     191,868       4,305       -       196,173  
      370,093       304,374       929,839       1,604,306  

 

(*) In order, the amounts above refers to agreement nominal amount, however, they not represent of Financial and accounting position as financial statement.

 

39


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(d) Regulatory and environmental risks

 

The Group is subject to the laws and regulations of the countries where it operates. The Group’s Management established environmental certified policies and procedures focused on the compliance with environmental laws.

 

The Management carries out regular analyses to identify environmental risks and assure that controls under operation are appropriate and duly certified.

 

(e) Foreign currency risks

 

On June 30, 2023, and December 31, 2022, the Group has not exposed to a significant transactional foreign currency. So, it concluded that they had no impact on the Annual Financial Statements as the fiscal years ends.

 

3.22.2. Capital management

 

The Group's objectives in managing its capital are to safeguard its business continuity capacity to offer return to shareholders and benefits to the other stakeholders besides maintaining an optimal capital structure to reduce this cost.

 

In order to keep or adjust the capital structure, the Group may review the dividend payment policy, refund capital to the shareholders or, also, issue new shares or sell assets to reduce, for instance, the indebtedness level.

 

The Group monitors capital based on the ratio of financial leverage. This index corresponds to net bank loans and financing divided by total capital. Net bank loans and financing, on its turn, corresponds to current and non-current loans and financings as shown in statement of financial position less cash and cash equivalents. Net bank loans and financing is a non-gaap measure.

 

The total capital is calculated through the sum of shareholders equity, as shown in the statement of financial position with net bank loans and financing and debentures.

 

The financial leverage ratio on June 30, 2023, and December 31, 2022, can be summarized as follows:

 

Consolidated financial information   June 30, 2023     December 31, 2022  
Loans and financing and debentures     794,110       801,605  
Less: cash and cash equivalents     (691,829 )     (271,607 )
                 
Net bank loans and financing     102,281       529,998  
                 
Total shareholders' equity     1,179,724       447,088  
                 
Total capital     1,282,005       977,086  
                 
Leverage ratio     8.0 %     54.2 %

 

40


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

3.22.3. Fair value estimate

 

It is assumed that balances of trade accounts receivable and trade accounts payable at book value, less impairment loss, approximate their fair values, considering the realization terms and settlement of these balances, from 30 to 60 days.

 

For disclosure purposes, financial liabilities’ fair value is estimated by discounting future contract cash flows at interest rate prevailing in the market, which is available to the Group for similar financial instruments. The effective interest rates at the balance sheet dates are customary in the market and their fair values do not differ materially from the balances in the accounting records.

 

Interest earning bank deposits, represented by investments in Interbank Deposit Certificate (CDI) (note 4) were initially measured at fair value and classified as amortized cost. Additionally, were evaluated based on the yield rate contracted with the respective financial institution, considered as the usual market rate. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gains or losses due to the write-down of the asset are recognized directly in profit (loss) and presented in net finance costs.

 

Additionally, Management understands the financial instruments recognized in the financial information at their book values, do not show significant changes in relation to the respective market values.

 

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable and willing parties in arm's length transactions. Fair value hierarchy must have the following levels:

 

§ Level 1: prices charged (unadjusted) in active markets for identical assets or liabilities;
§ Level 2: different inputs of the prices negotiated in active markets included at Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
§ Level 3: inputs for the asset or liability that are not based on observable market variables (non-observable inputs).

 

41


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Financial instruments by category

 

June 30, 2023:

 

        Consolidated  
    Category & Fair value level   Book value     Market value  
Financial assets                    
Cash and banks   Amortized cost – Level 1     252,085       252,085  
Interest earning bank deposits - immediate liquidity   Amortized cost – Level 1     439,744       439,744  
Accounts receivable   Amortized cost – Level 1     712,544       712,544  
Related parties   Amortized cost – Level 2     25,886       25,886  
Financial liabilities                    
Loans and leases liabilities   Amortized cost – Level 2     655,028       655,028  
Debentures   Amortized cost – Level 2     601,403       601,403  
Suppliers   Amortized cost – Level 1     129,218       129,218  
Obligations from acquisition of investment   Amortized cost – Level 2     223,426       223,426  
Related parties   Amortized cost – Level 2     769,792       769,792  
Lease liabilities   Amortized cost – Level 2     47,059       47,059  
                     

 

December 31, 2022:

 

        Consolidated  
    Category & Fair value level   Book value     Market value  
Financial assets                    
Cash and banks   Amortized cost – Level 1     207,449       207,449  
Interest earning bank deposits - immediate liquidity   Amortized cost – Level 1     64,158       64,158  
Accounts receivable   Amortized cost – Level 1     711,892       711,892  
Related parties   Amortized cost – Level 2     26,180       26,180  
Financial liabilities                    
Loans and leases liabilities   Amortized cost – Level 2     717,418       717,418  
Debentures   Amortized cost – Level 2     600,720       600,720  
Suppliers   Amortized cost – Level 1     155,523       155,523  
Obligations from acquisition of investment   Amortized cost – Level 2     223,426       223,426  
Related parties   Amortized cost – Level 2     769,792       769,792  
Lease liabilities   Amortized cost – Level 2     47,059       47,059  

 

4. CASH AND CASH EQUIVALENTS

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Cash and banks     252,085       207,449  
Interest earning bank deposits     439,744       64,158  
      691,829       271,607  

 

Financial investments are mainly represented by Bank Deposit Certificates and Capitalization Bonds from first-rate financial institutions, with low credit risk, whose profitability is linked to the variation of the Interbank Deposit Certificate (CDI) and offers immediate liquidity and maturity in up to 90 days, indexed to 105% of the CDI for the semester ended June 30, 2023, and the year ended December 31, 2022.

 

42


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

5. TRADE AND OTHER RECEIVABLES

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Trade notes receivable - domestic operations     228,915       153,333  
Trade notes receivable - foreign operations     488,027       562,972  
      716,942       716,305  
Allowance for expected losses - doubtful accounts     (4,398 )     (4,413 )
      712,544       711,892  

 

The expected credit losses are established by considering supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information, based on the Ambipar Emergency Response’s historical experience and informed credit assessment, that includes forward-looking information.

 

It is formed an amount considered adequate by Management to cover probable losses arising on collection of accounts receivable, based on analysis of each client’s default risk considering a reasonable and supportable information available at the time that demonstrates that the credit risk has not increased significantly since initial recognition, the customer’s financial situation committed in the market, history of negotiations carried out, signed agreements not being fulfilled, mainly taking into consideration risk scenarios in which it has observable behavior in the market, and with special attention to long-standing overdue credits.

 

The Group allocates each exposure to a credit risk grade based on the determined data to be predictive of the risk of loss (including but not limited to external ratings, audited Financial Statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitative factors that are indicative of the risk of default and are aligned to external credit rating definitions from agencies.

 

Concerning the securities that are overdue for more than 181 days, the collection processes and procedures, and agreements, even in installment payments, are in progress, and the probability of success is relatively high.

 

The Group assumes that there was no significant decrease in ECL between December 2022 and June 2023, despite the relevant increase in accounts receivable. This situation is mainly due to the customer portfolio of new acquisitions without significant historical losses observed.

 

43


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

6. TAX ASSETS

 

6.1. Tax asset

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Prepaid Income tax and social contribution (IR/CS)     9,789       9,242  
      9,789       9,242  
                 
Current     6,935       6,388  
Non-current     2,854       2,854  

 

6.2. Other tax asset

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Recoverable INSS (Social security tax) withheld     6,830       3,552  
Recoverable PIS (Tax on sales)     345       230  
Recoverable COFINS (Tax on sales)     1,631       1,062  
Recoverable ICMS (State VAT)     334       214  
IRRF (Withholding income tax) to offset     3,883       23,958  
Other taxes recoverable     24,846       1,116  
      37,869       30,132  
                 
Current     37,474       29,740  
Non-current     395       392  

 

7. BUSINESS COMBINATIONS

 

The Group made the following acquisitions from January 1, 2021 to June 30, 2023:

 

Base date   Target Company   Interest
acquired (%)
Jan 2021   JM Serviços Integrados Ltda   70
Jan 2021   Lacerda e Lacerda Serv TR Emerg Amb Ltda   70
Jan 2021   MDTEC Engenharia e Serviços Ltda   100
Feb 2021   Enviroclear Site Services Limited   100
Feb 2021   Orion Environmental Services Ltda   100
June 2021   EMS Environmental, Inc   100
July 2021   ControlPar Participações S.A.   70
July 2021   Swat Consulting Inc.   100
July 2021   Professional Emergency Resource Services   100
July 2021   SABI Tech S.A.S - Suatrans Chile   100
August 2021   Fênix Emergências Ambientais Ltda   100
August 2021   APW Ambiental e Transporte Ltda.   100
Sep 2021   Emerge Hydrovac Inc,   100
Sep 2021   Lynx Creek Industrial & Hydrovac Ltd,   100
Sep 2021   Lehane Environmental & Industrial Services Ltd   100
Jan 2022   Dracares Apoio Marítimo e Portuário Ltda.   51
Jan 2022   Flyone Serviço Aéreo Especializado, Comércio e Serviço Ltda   51
Jan 2022   RG Consultoria Técnica Ambiental S.A.   51
Fev 2022   First Response Inc   100
Jun 2022   Bioenv Análises e Monitoramento Ambiental Ltda   51
Jun 2022   Ambipar Response Analytical S/A.   51
July 2022   Ambipar Response Fauna e Flora Ltda.   100
July 2022   Graham Utility Hydrovac Services   100
July 2022   Ambipar Response Tank Cleaning S/A   51
Aug 2022   Ridgeline Canada Inc.   100
Nov 2022   Witt O´Briens LLC   100
Feb 2023   Girassol Apoio Marítimo Ltda   80
Abr 2023   Plimsoll Serviços Ltda   51
Abr 2023   EKMAN - Serviços Ambientais e Oceanograficos Ltda   60
May 2023   DFA Contracting Ltd   100

 

44


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.1. JM Serviços

 

In January 2021, the Company acquired 70% of the capital of JM Serviços Integrados Ltda (“JM Serviços”). Founded in 2002, JM Serviços specializes in emergencies in the railway modal and serves the southern region of the country.

 

7.2. Lacerda & Lacerda

 

In January 2021, the Company acquired 70% of the capital of Lacerda & Lacerda Serviços de Transporte e Emergencies Ambientais Ltda (“Lacerda & Lacerda”). Founded in 1999, Lacerda & Lacerda is specialized in emergency care services, emergency care for chemical products, provision of technical and advisory services in road transport of cargo, provision of cargo removal services with the supply of materials and construction and provision of training and instruction on accident prevention aimed at safety in its various modalities, road transport of dangerous products and waste management in the state of Minas Gerais.

 

7.3. MDTec Engenharia

 

In January 2021, the Company acquired 100% of the capital of MDTec Engenharia e Serviços Ltda (“MDTec Engenharia”). Founded in 2017, MDTec Engenharia specializes in emergency response services for road ducts.

 

7.4. Enviroclear

 

On February 4, 2021, Ambipar Holdings (UK) Limited, entered into a Sale and Purchase Agreement to acquire 100% of the issued and outstanding share capital of Enviroclear Site Services Limited (“Enviroclear”).

 

Enviroclear was founded in 2000 and its main line of business activity is the total waste management service of all waste streams, including both liquids and solid hazardous and nonhazardous waste streams.

 

45


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The acquisition consolidates the group's strategy of forming a service network that manages synergy in the provision of services in an integral way in the units that make up an international expansion of Ambipar Group.

 

7.5. Orion (Canada)

 

On January 1, 2021, Ambipar Holding Canada Inc. entered into a Sale and Purchase Agreement with the shareholders of Orion Environmental Services Ltd (“Orion”) to acquire 100% of the issued and outstanding share capital.

 

Orion is a leading supplier of environmental solutions to Western Canada for the past 25 years, providing a wide range of solutions including: Hydro-Vac Units, Track Unit Hydro Vac, Fluid Transportation, Combo Units & Straight Vacs, Semi Vacs and Steam/Pressure Washer Units.

 

7.6. EMS Environmental

 

On June 25, 2021, Ambipar Holdings USA Inc. entered into a Sale and Purchase Agreement with the shareholders of Environmental Management Services Inc. (“EMS”) to acquire 100% of the issued and outstanding share capital.

 

EMS, founded in 1979 is an environmental service company specializing in comprehensive wastewater and drinking water utility management.

 

7.7. Controlpar

 

On February 2, 2021 Emergência Participações S.A. entered into a Sale and Purchase Agreement with the shareholders of ControlPar Participações S.A. (“ControlPar”) to acquire 70% of the issued and outstanding share capital.

 

Additionally, on February 2, 2021 Emergência Participações S.A. and the shareholders of ControlPar, enter into a Shareholder agreement, in which among others matters, states that the non-controlling shareholders of ControlPar have a put option from January, 2027 to sell their total shares (30%) to Emergência Participações S.A. and Emergência Participações S.A. has a call option from January, 2025 to buy the total shares from the shareholders. Such Shareholder agreement was one and the final precedent conditions to the closing date of the business combination.

 

ControlPar was founded in 2008 and is a holding company that controlls 6 companies operating with environmental services, focussed on accident prevention, risk assessment and mitigation for environmental damage, such as: Environmental Licensing, Deployment of Environmental Programs, Geotechnology, Aerial Surveys, Oceanography, Hydrography, Computational Modeling, Management Systems (Environmental and Land), Industrial Environment.

 

46


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.8. SWAT

 

On July 6, 2021 Ambipar Holdings USA Inc entered into a Sale and Purchase Agreement with the shareholders of SWAT Consulting Inc (“SWAT”) to acquire 100% of the issued and outstanding share capital.

 

SWAT was founded in 2002 initially as an emergency spill response company, has grown into a multi-disciplinary team of environmental professionals providing innovative environmental services for the energy sector, construction, and transportation industries.

 

SWAT specializes in emergency spill response and emergency management, focusing on containment and recovery and management of the full scope of associated assessment, remediation, reclamation, terrestrial and aquatic ecology assessment and management, wildlife handling and management, and wetland assessment scopes.

 

7.9. PERS

 

On July 30, 2021 Ambipar Holdings USA Inc. entered into a Sale and Purchase Agreement with the shareholders of Arrowdale I, LLC. (“PERS”) to acquire 100% of the issued and outstanding share capital.

 

PERS was founded in 1989 and is a limited liability company primarily engaged in providing U.S. DOT regulatory compliance services, including providing shipping papers and safety data sheets, hazardous materials training programs and materials, third party administrator services for drug and alcohol testing programs, and after-hours call center for propane service companies, and an after-hour call center for emergency response and incident mitigation information to first responders and government agencies.

 

7.10. SABI

 

On July 4, 2021 Suatrans Chile S.A. entered into a Sale and Purchase Agreement with the shareholders of SABI Tech S.A.S (“SABI”) to acquire 100% of the issued and outstanding share capital.

 

SABI has been operating for 17 years in services provision focused on responding to environmental emergencies in the road modal. It has 14 operational bases in Colombia, strategically located on the main routes and in points with a history of accidents.

 

7.11. Fenix Emergências

 

In August 2021, the Company acquired 100% of the capital of Fênix Emergencies Ambientais Ltda (“Fênix”). Founded in 2014, Fênix is specialized in emergency care services, emergency care for chemical products, provision of technical services and advice on road freight transport, provision of cargo removal services with the supply of materials and labor and providing training and instruction on accident prevention aimed at safety in its various modalities, road transport of dangerous products and waste management in the state of Rio de Janeiro.

 

47


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.12. APW Ambiental

 

In August 2021, the Company acquired 100% of the capital of APW Ambiental e Transporte Ltda. (“APW Environmental”). Founded in 2000, APW specializes in emergency response services, emergency service for chemicals, provision of cargo removal services with the supply of materials and labor, and road transport of hazardous products and waste management in the state. from Rio de Janeiro.

 

7.13. Emerge

 

On September 1, 2021 Ambipar Holding Canada Inc. entered into a Sale and Purchase Agreement with the shareholders of Emerge Hydrovac Inc. (“Emerge”) to acquire 100% of the issued and outstanding share capital.

 

Emerge operates in environmental emergencies and industrial services, focusing on road and industrial modalities. It has 3 operational bases in the states of British Columbia and Alberta, in Canada, offering a wide array of hydrovac services.

 

7.14. Lynx

 

On September 1, 2021 Ambipar Holding Canada Inc. entered into a Sale and Purchase Agreement with the shareholders of Lynx Creek Industrial & Hydrovac Ltd. (“Lynx”) to acquire 100% of the issued and outstanding share capital.

 

With 11 years of know-how, Lynx operates in environmental emergencies and industrial services, with a focus on modal, road and industrial. It has an operational base in the state of British Columbia in Canada and has earned 4.5 million Canadian dollars in the last 12 months.

 

7.15. Lehane

 

On September 17, 2021 Ambipar Holding Ireland Limited. entered into a Sale and Purchase Agreement with the shareholders of Drain Patrol Environmental & Industrial Services Limited. (“Lehane”) to acquire 100% of the issued and outstanding share capital.

 

Lehane was founded in 1976 and brings a valuable asset to environmental projects or maintenance activities, by providing multiple services, from Hazardous Waste Disposal, Tank Cleaning to Emergency Response to spills, it eliminates the extra expense associated by using multiple vendors.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.16. Dracares

 

On March 16, 2022, the Company entered into a purchase and sale agreement to acquire the launched and outstanding 51% of Dracares Apoio Marítimo e Portuário Ltda (“Dracares”).

 

Founded in 2004, Dracares specializes in offshore and onshore oil spill emergency assistance, operating separately to combat oil spills, scouts for seismic vessels, vessels for environmental data collection and bathymetry. It stands out in the fight against current communication, having 8 operational bases and 13 vessels, being a reference in its segment.

 

7.17. Flyone

 

On March 18, 2022, the Company entered into a purchase and sale agreement to acquire 51% of the issued and outstanding share capital of Flyone Serviço Aéreo Especializado, Comércio e Serviços Ltda (“Flyone”).

 

Founded in 2000, Flyone specializes in air services for emergency response to forest fires, operating its own small, medium and large helicopters, ground support vehicles and special equipment. It owns 12 operational bases and 19 of its own aircraft.

 

7.18. RG Consultoria

 

In March 2022, the Company acquired 51% of the capital of RG Consultoria Técnica Ambiental S.A. (“RG Consulting”). Founded in 2011, RG Consultoria specializes in emergencies in the modal railway and serves the southern region of Mato Grosso.

 

7.19. First Response

 

On February 2, 2022, Ambipar Holding Canada Inc, entered into a Sale and Purchase Agreement to acquire 100% of the issued and outstanding share capital of First Response Inc (“First”).

 

Founded in 2007, First Response is a specialist in environmental emergency services with a focus on fire, training, simulations and outsourcing of firefighters and firefighting equipment, being a reference in its segment, has 8 operational bases in Canada, in the states of British Columbia and Alberta.

 

49


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.20. Bioenv

 

On June 29, 2022, the subsidiary Ambipar Response E.S. announced the acquisition of 51% of the capital stock of Bioenv Análises e Monitoramento Ambiental Ltda (“Bioenv”).

 

Founded in 2008, Bioenv specializes in environmental analysis and develops several monitoring projects in Brazil, including for companies multinationals. Located in the city of Aracruz/ES, it has a base with equipped analytical laboratories that allow an environmental assessment with quality accredited by CGCRE ISO/IEC INMETRO 17025.

 

7.21. Girassol

 

On February, 2023, the subsidiary Ambipar Response Dracares Apoio Marítimo e Portuário Ltda. announced the acquisition of 80% of the capital stock of Girassol Apoio Marítimo Ltda (“Girassol”).

 

Founded in 2003, Girassol is specialist in Port support for anchored vessels such as embarkation/disembarkation of Crew; Support in the transport of cargo and various supplies to vessels anchored in Guanabara Bay; Bathymetry support; Support for ship repair activities and other related activities. It is located in the city of Niterói/RJ.

 

7.22. Plimsoll

 

On April, 2023, the subsidiary Ambipar Response Tank Cleaning S/A. announced the acquisition of 51% of the capital stock of Plimsoll Serviços Ltda (“Plimsoll”).

 

Established in 1993, Plimsoll supplies all the infrastructure and service hands to manufacture, maintenance and installation of steel structures or rig equipment, general mechanical services and heavy repairs, also engineer, manufacture and design offshore structures. It is located in the city of Rio das Ostras/RJ.

 

7.23. EKMAN

 

On April, 2023, the subsidiary Ambipar Response E.S. announced the acquisition of 60% of the capital stock of EKMAN - Serviços Ambientais e Oceanograficos Ltda (“EKMAN”).

 

Created by oceanographers with extensive experience, with the aim of meeting the demand for quality environmental studies in the Oil and Gas market, and other sectors. With the advantage of having in its technical staff specialists in several environmental areas, Ekman has a wide spectrum of activities, which includes: environmental studies, data analysis, environmental diagnosis, operation and installation of meteorological and oceanographic sensors, environmental monitoring and development equipment and solutions. It is located in the city of Rio de Janeiro/RJ.

 

50


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

7.24. DFA

 

On May, 2023, the subsidiary Ambipar Holding Canadá Inc. announced the acquisition of 100% of the capital stock of DFA Contracting Ltd (“DFA”).

 

DFA has been in business since 2006 and is a service company that specializes in multi-well facility construction, pipeline construction, facility & pipeline maintenance, facility & wellsite decommissioning/abandonments, and reclamation for various producers in the Peace Region.

 

June 30, 2023 (unaudited):

 

Assets and liabilities acquired at fair value (*)   Girassol     Ekman     Plimsoll     DFA     Total  
Current assets                                        
Cash and cash equivalents     1,526       2,924       8,420       9,597       22,467  
Trade and other receivables     1,501       425       4,664       13,474       20,064  
Inventories     50       -       -       -       50  
Related parties loans     -       -       -       -       -  
Other assets     112       7       616       517       1,252  
Non-Current assets                                        
Deferred taxes     -       -       -       -       -  
Other assets     943       -       137       -       1,080  
Permanent                                        
Investments     -       -       -       -       -  
Property, Plant and Equipment     3,425       490       1,894       9,096       14,905  
Intangible assets     25       8       -       -       33  
Separately Identified Intangibles     -       -       -       -       -  
Intangibles - workforce     -       -       -       -       -  
Added Value of Fixed Assets     -       -       -       -       -  
Current liabilities                                        
Trade and other payables     (122 )     -       (1,677 )     (1,371 )     (3,170 )
Loans and Financing     (47 )     -       (525 )     -       (572 )
Employee benefits     (950 )     (2 )     (924 )     -       (1,876 )
Current income tax payable     (160 )     (290 )     (3,283 )     -       (3,733 )
Other liabilities     (450 )     (1,333 )     (5,581 )     (8,302 )     (15,666 )
Non-current liabilities                                        
Loans and Financing     -       -       -       (1,258 )     (1,258 )
Other liabilities     (55 )     -       -       -       (55 )
(-)Deferred taxes on Added Value                                     -  
Attributable to the non-controlling Shareholders of the Group     -       -       -       -       -  
Total identifiable net assets     5,798       2,229       3,741       21,753       33,521  
                                         
Total amount of the consideration transferred     10,345       6,170       29,357       42,915       88,787  
(-) Cash acquired     (1,526 )     (2,924 )     (8,420 )     (9,597 )     (22,467 )
(-)Assumed amount of the obligation to pay     (5,172 )     (4,134 )     (14,678 )     (17,166 )     (41,150 )
Cash paid, net of cash received     3,647       (888 )     6,259       16,152       25,170  
                                      -  
      10,345       6,170       29,357       42,915       88,787  
      10,345       6,170       29,357       42,915       88,787  
                                         
Determining goodwill from expected future profitability (*)                                        
Total amount of the consideration transferred, Net     10,345       6,170       29,357       42,915       88,787  
      -       -       -       -       -  
Total amount of identifiable net liabilities     (4,638 )     (1,338 )     (1,908 )     (21,753 )     (29,637 )
Goodwill paid resulting from expected future profitability     5,707       4,832       27,449       21,162       59,150  
                                         
Date of acquisition     03.21.2023       04.14.2023       04.26.2023       04.27.2023          
Control start month     04/2023       04/2023       04/2023       04/2023          
Company that acquired control     Ambipar Response Dracares Apoio Marítimo e Portuário Ltda       Ambipar Response Espírito Santo S,A,       Ambipar Tank Cleaning S/A       Ambipar Holding Canadá Inc,          
Acquisition Value     R$ 10,345       R$ 6,170       R$ 29,357       CAD 11,646,610          
Percentage acquired     80 %     60 %     51 %     100 %        

 

(*) On the acquisition date, although the Group assesses the base date of the initial balance sheet of the acquirees for the purpose of determining the allocation of the purchase price and goodwill (negative goodwill). These acquisitions have an interin report. The goodwill for expected future profitability in 2023 was R$ 59,150 (R$ 508,174 in 2022).
(**) In 2023, the Group spent R$ 25.169 (R$140,365 in 2022) on acquisitions of companies, as mentioned in the cash flow statement, in investment activities, from business combinations with third parties.

 

51


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

December 31, 2022:

 

Assets and liabilities acquired at fair value (a)   First
Response
    Dracares     Flyone     RG     Analitycal     CTA     Graham     C-Tank     Ridgeline     Witt
O’Briens (d)
    Total  
Current assets                                                                                        
Cash and cash equivalents     -       985       3,125       2,843       889       387       2,172       8,866       -       11,139       30,406  
Trade and other receivables     13,223       4,249       2,109       907       824       279       2,048       7,262       51,455       480,964       563,320  
Inventories     628       2,012       -       -       -       -       -       722       313       -       3,675  
Related parties loans     -       -       -       -       -       -       -       -       -       -       -  
Other Assets     382       10,079       16,854       243       42       42       -       5,539       25,305       3,531       62,017  
Non-Current assets                                                                                        
Deferred taxes     -       -       -       -       -       -       -       -       -       -       -  
Other Assets     -       3,642       4,190       -       1,000       1,753       3,709       25       361       840       15,520  
                                                                                         
Permanent                                                                                        
Investments     -       -       -       -       -       -       -       -       -       6,583       6,583  
Property, Plant and Equipment     4,275       20,366       36,657       689       149       3,534       414       6,313       3,534       18,844       94,775  
Intangible assets     -       -       4       -       -       -       -       47       15,322       183,620       198,993  
Separately Identified Intangibles     -       -       6,385       -       -       -       6,514       -       23,822       356,083       392,804  
Intangibles - workforce     -       -       -       -       -       -       -       -       -       24,001       24,001  
Added Value of Fixed Assets     -       -       16,865       1,351       -       -       116               -       -       18,332  
                                                                                         
Current liabilities                                                                                        
Trade and other payables     (1,257 )     (1,243 )     (6,306 )     (14 )     (19 )     (476 )     (19 )     (1,210 )     (29,202 )     (78,199 )     (117,945 )
Loans and Financing     -       (1,787 )     (6,716 )     (224 )     (81 )     -       (74 )     (397 )     -       -       (9,279 )
Employee benefits     -       (862 )     (123 )     (79 )     (81 )     (270 )     413       (1,604 )     (127 )     (63,183 )     (65,916 )
Current income tax payable     (216 )     (1,429 )     (7,073 )     (60 )     (169 )     (592 )     (392 )     (2,264 )     -       (1,379 )     (13,574 )
Related parties loans     -       -       -       -       -       -       -       -       -       -       -  
Other liabilities     (1,502 )     (10,351 )     (1,466 )     (2,071 )     (144 )     (355 )     (4,818 )     (4 )     (1,711 )     (9,013 )     (31,435 )
                                                                                         
Non-current liabilities                             -                               -                          
Loans and Financing     -       (2,439 )     (7,724 )     -       -       (78 )     (330 )     (836 )     (11,353 )     -       (22,760 )
Other liabilities     -       (61 )     (3,841 )     -       -       (29 )     227       (351 )     (2,247 )     (7,167 )     (13,469 )
(-) Deferred taxes on Added Value     -       -       (7,905 )     (459 )     -       -       (2,254 )     -       (8,099 )     (129,229 )     (147,946 )
Attributable to the non-controlling Shareholders of the Group     -       (3,999 )     -       -       -       -       -       -       -       -       (3,999 )
Total identifiable net assets at fair value     15,533       19,162       45,035       3,126       2,410       4,195       7,726       22,108       67,373       797,435       984,103  
                                                                                         
Attributable to the Controlling Shareholders of the Group     15,533       9,773       22,968       1,594       1,229       4,195       7,726       11,275       67,373       797,435       939,101  
Attributable to the non-controlling Shareholders of the Group     -       9,389       22,067       1,532       1,181       -       -       10,833       -       -       45,002  
                                                                                         
                                                                                         
Total amount of the consideration transferred     69,223       86,684       50,000       19,905       2,606       24,566       29,668       35,329       134,323       998,451       1,450,755  
(-) Cash acquired     -       (985 )     (3,125 )     (2,843 )     (889 )     (387 )     (2,172 )     (8,866 )     -       (11,139 )     (30,406 )
(-) Assumed amount of the obligation to pay     (40,907 )     -       (25,000 )     (10,000 )     (803 )     (14,620 )     (10,387 )     (17,850 )     (52,915 )     (157,827 )     (330,309 )
 Cash paid, net of cash received (b) (c)     28,316       85,699       21,875       7,062       914       9,559       17,109       8,613       81,408       829,485       1,090,040  
                                                                                         
Primary     -                               1,000                                               1,000  
Secondary     69,223       86,684       50,000       19,905       1,606       24,566       29,668       35,329       134,323       998,451       1,449,755  
Total amount of the consideration transferred     69,223       86,684       50,000       19,905       2,606       24,566       29,668       35,329       134,323       998,451       1,450,755  
                                                                                         
Determining goodwill from expected future profitability (a)                                                                                        
Total amount of the consideration transferred, Net     69,223       86,684       50,000       19,905       2,606       24,566       29,668       35,329       134,323       998,451       1,450,755  
Added Value     -       (3,480 )     -       -       -       -       -       -       -       -       (3,480 )
Total Net amount of the identifiable net assets acquired and the liabilities assumed attributable to the Controlling Shareholders of the Group     (15,533 )     (9,773 )     (22,968 )     (1,594 )     (1,229 )     (4,195 )     (7,726 )     (11,275 )     (67,373 )     (797,435 )     (939,101 )
Goodwill paid resulting from expected future profitability     53,690       73,431       27,032       18,311       1,377       20,371       21,942       24,054       66,950       201,016       508,174  
                                                                                         
Date of acquisition     02.01.2022       02.16.2022       03.18.2022       03.18.2022       06.28.2022       07.06.2022       07.11.2022       07.26.2022       08.02.2022       10.24.2022          
Company that acquired control     02/2022       01/2022       01/2022       01/2022       06/2022       07/2022       07/2022       07/2022       08/2022       11/2022          
Company that acquired control     Ambipar Holding Canadá       Emergência Participações S.A.       Emergência Participações S.A.       Emergência Participações S.A.       Ambipar Response Espírito Santo S.A.       Ambipar Response Espírito Santo S.A.       Ambipar Holding Canadá       Emergência Participações S.A.       Ambipar Holding Canadá       Ambipar Holding USA, INC          
Aquisition Value     CAD $ 16,625       R$ 86,684       R$ 50,000       R$ 19,905       R$ 2,606       R$ 24,366       CAD $ 7,200       R$ 35,000       CAD $ 33,000     $ 184,673          
Percentage acquired     100 %     51 %     51 %     51 %     51 %     100 %     100 %     51 %     100 %     100 %        

 

(a) On the acquisition date, even though the Company evaluates the base date of the initial balance sheet of the acquired companies for purposes of determining the allocation of the purchase price and goodwill (discount). These acquisitions have provisional reports. The value of goodwill based on expected future profitability calculated for these acquisitions on December 31, 2022, was in the amount of R$ 508,174.
(b) The acquisitions with control of the investees were carried out in early January 2022 (1Q2022) and in June 2022 (2Q2022), through a binding agreement with the transfer of control of the investees, while negotiating contractual clauses and the complete transfer of resources resulting from the defined payment installments.
(c) In 2022, the Group spent BRL 1,090,040, on company acquisitions, as mentioned in the cash flow statement, on investment activities, from business combinations.
(d) The Company has joint control of O'Brien's do Brasil Consultoria em Emergências e Meio Ambiente S.A., with a 50% voting interest, and, pursuant to contractual agreements, unanimous consent is required between all parties to the agreement for all relevant activities. The joint agreement is structured as a limited liability company and entitles the Company and the parties to the agreement to the net assets of the limited liability company. For this reason, this arrangement is classified as a joint venture.

 

52


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

For the semester ended June 30, 2023, and June 30, 2022, the acquired companies contributed with the following net revenue and profit to the Group's results.

 

    June 30,2023
(unaudited)
    June 30,2022
(unaudited)
 
    Net
Revenue
    Profit
for the
year
    Net
Revenue
    Profit
for the
year
 
First Response Inc     -       -       30,498       13,306  
Flyone Serviço Aéreo Especializado, Comércio e Serviço Ltda     -       -       28,019       3,095  
Dracares Apoio Marítimo e Portuário Ltda. and MB Transportes Aquaviários Ltda     -       -       28,809       3,820  
RG Consultoria Técnica Ambiental S.A. and RG Consultoria Técnica Ambiental Brasil Ltda     -       -       4,788       1,505  
Ambipar Response Analytical S/A.     -       -       204       15  
Ambipar Response Marine S/A     5,681       2,393       -       -  
Ambipar Response Industrial Services S/A     16,789       1,546       -       -  
Ambipar Response Environmental Consulting Offshore     3,177       1,920       -       -  
DFA Contracting Ltd     8,201       1,322       -       -  
Total     33,848       7,181       92,318       21,741  

 

(*) see note 7.6.

 

If the above acquisitions had occurred on January 1st, 2023, and January 1st, 2022, management estimates that the consolidated net revenue and profit for the year would have been the following:

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Net Revenue     1,248,330       736,533  
Profit (loss) for the period     (9,830 )     99,509  

 

In determining these amounts, management has assumed that the fair value adjustments, if any, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1st, 2021. The information presented above is not intended to indicate expected results in future years, being only shown for informational purposes.

 

Non-controlling interest

 

The shareholders' equity of the acquired companies, attributed to non-controlling and non-controlling companies, is composed of:

 

    2023  
    Valor     %  
Ambipar Response Marine S/A     1,160       20  
Ambipar Response Environmental Consulting Offshore     892       40  
Ambipar Response Industrial Services S/A     1,833       49  
Total     3,885          

 

53


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The group has chosen to recognise the non-controlling interest at its fair value for these acquisitions. The fair value of the non-controlling interest in Dracares Apoio Marítimo e Portuário Ltda. and MB Transportes Aquaviários Ltda, Flyone Serviço Aéreo Especializado, Comércio e Serviço Ltda, RG Consultoria Técnica Ambiental S.A. and RG Consultoria Técnica Ambiental Brasil Ltda, Bioenv Análises e Monitoramento Ambiental Ltda, Plimsoll Serviços Ltda, EKMAN - Serviços Ambientais e Oceanograficos Ltda and Ambipar Response Marine S/A all of them unlisted companies, were estimated using the same criteria as to recognize the controlling interest at fair value, which was applying the discounted cash flow method to determine the economic value of each acquirees.

 

To determine the economic value, the following steps are observed:

 

a. Projection of companies' free cash flow;
b. Determination of discount rates;
c. Determination and calculation of goodwill;
d. Estimate of the perpetuity of the business;

 

However, there are subjective variables used in the calculations and sometimes reflected in the indexes and rates applied, which significantly affect the value of the business and it is necessary to make this known to the interested parties.

 

Goodwill

 

Management considered that most of the acquisitions performed by Response have a purpose of increasing market share and geographical presence. The response segment usually operates with emergency services, where being close to the customers is very important for a good performance of the services. Therefore, goodwill is measured as the excess of the cost of acquisition over the acquirer's fair value of assets, liabilities and contingent liabilities acquired.

 

Customer relationship

 

The Company considered that the customer relationships do not consist of relevant asset for the acquisitions because the acquiree did not present at the acquisition date contracts with customers that present a term long enough or large recurrence of services contracted by a customer that could present significant benefit to the acquirer. Most of the contracts with customers and relationship with customers refer to regional contracts with clients that are located on the geographical area of the acquiree. Aligned with the rationale presented on the section of “Brand” above, the acquirees mostly refers to small entities and have limited capabilities of retaining significant clients. The capability is improved by the acquiree from the moment that Response obtains its control, by applying the processes and skills of Ambipar Group.

 

Goodwill

 

The main motivation for the acquisitions of the Company refer to increase of market share on different geographical areas. All the acquisitions identified goodwill on the analyzed transactions. The Company understands that this amount goodwill presented above refers mostly to the expectation of benefits arising from the increase of market share that motivated the purchases.

 

54


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Workforce

 

The Company did not identify an asset referring to workforce and work qualifications since the acquirees do not demonstrate competitive advantage on the market. The workers do not have proven specific training, needed for the rendering of the services provided by the acquirees. Also, the high turnover rates contribute for the non-significancy of the workforce on the acquisitions analyzed.

 

Brand

 

No asset related to brand was identified in the acquisitions since the acquirees do not disclose massively its brand name on the local media and market so it does not have expressiveness that could significantly contribute generating benefits related to this potential asset.

 

In addition, the Company has the practice of including the Ambipar Group’s brand to all the acquirees, in order to link the new acquiree to the Ambipar Group and help it to utilize the power of Ambipar’s brand and market recognition to help it improve the operations of the acquiree.

 

Obligation from acquisition

 

The payment schedule for obligations due to investment acquisition:

 

Year of maturity   Consolidated  
2023     92,963  
2024 – 1S     67,510  
2024 – 2S     13,260  
2025     23,870  
      197,603  
Current     160,473  
Non-current     37,130  

 

Impairment tests

 

Goodwill is classified as an asset that has an undefined useful life and must be tested annually and whenever there are indications of possible loss of value. Assets and liabilities are grouped into a single CGU (Cash Generating Unit) which is the Group itself for the purpose of impairment testing, Goodwill was allocated to this single CGU.

 

Any impairment loss is immediately recorded as a loss in the statement of income and is not subject to a subsequent reversal.

 

55


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The Group used the value-in-use method to carry out the impairment test. For the entire CGU, a 5-years projection period was considered, with growth in perpetuity, in addition to observing the financial budgets prepared by Management to start the projection of cash flows.

 

Cash flows were discounted to present value through the application of the rate determined by the Weighted Average Capital Cost (WACC), which was calculated using the Capital Asset Pricing Model (CAPM) method, also considering several components of financing, debt and equity used by the Group to finance its activities.

 

As a result of the impairment test, as of December 31, 2022 and December 31st, 2021, and evaluating the scenario that there have been no changes in significant risk variables and the used future cash flow assumptions of the acquired businesses since the last closing of the annual Consolidated Financial Statements, no losses have been identified for the CGU in which the goodwill is allocated.

 

The recoverable amounts of the CGUs at estimated value were its book value at the amount of R$ 2,377,566 (R$ 2,128,580 as of December 31, 2022). The Administration that foresees that the two hypotheses of alteration are reasonably possible.

 

56


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

8. Property, plant and equipment

 

(a) Breakdown and changes

 

Changes in property, plant and equipment are as follows:

 

June 30,2023 (unaudited)
    Buildings     Facilities     Machinery and
equipment
    IT
equipment
    Furniture and
fixtures
    Vehicles     Leasehold
improvements
    Works in
progress
    Vessels     Aircraft     Total  
Cost                                                                  
January 1, 2023     26,816       422       240,261       18,746       10,209       327,681       41,466       40,685       32,233       73,614       812,133  
Transfers     15,418       122       19,021       1,553       658       39,736       991       (23,129 )     15,801       193       70,364  
Additions     18,466       656       35,845       911       581       12,059       2,154       16,736       1,680       21,848       110,936  
Write-offs     (664 )     -       (1,979 )     (62 )     (149 )     (15,224 )     (258 )     (3,632 )     (38 )     (2,248 )     (24,254 )
Initial purchase amount     1,485       309       10,148       468       190       11,875       -       -       1,700       -       26,175  
Business combination (*)     -       -       1,188       (127 )     440       994       34       -       -       -       2,529  
Exchange-rate change     (1,266 )     (2 )     (12,009 )     (795 )     (437 )     (16,099 )     (489 )     -       (61 )     -       (31,158 )
Balance     60,255       1,507       292,475       20,694       11,492       361,022       43,898       30,660       51,315       93,407       966,725  
                                                                                         
Accumulated depreciation                                                                                        
January 1, 2023     (9,289 )     (95 )     (84,537 )     (9,933 )     (6,039 )     (160,258 )     (9,330 )     -       (6,147 )     (10,424 )     (296,052 )
Transfers     (8,006 )     (11 )     (12,079 )     (1,024 )     (467 )     (19,372 )     (268 )     -       -       (32 )     (41,259 )
Depreciation     (1,416 )     (46 )     (15,289 )     (2,689 )     (559 )     (10,867 )     (1,784 )     -       (694 )     (2,250 )     (35,594 )
Write-offs     -       -       252       -       136       11,248       (18 )     -       8       643       12,269  
Initial purchase amount     (296 )     (106 )     (3,986 )     (190 )     (118 )     (6,363 )     -       -       (211 )     -       (11,270 )
Business combination (*)     -       -       (154 )     (35 )     (51 )     (308 )     (2 )     -       (146 )     (821 )     (1,517 )
Exchange-rate change     391       -       8,459       562       323       7,990       343       -       26       -       18,094  
Balance     (18,616 )     (258 )     (107,334 )     (13,309 )     (6,775 )     (177,930 )     (11,059 )     -       (7,164 )     (12,884 )     (355,329 )
                                                                                         
Cost     60,255       1,507       292,475       20,694       11,492       361,022       43,898       30,660       51,315       93,407       966,725  
Depreciation and amortization     (18,616 )     (258 )     (107,334 )     (13,309 )     (6,775 )     (177,930 )     (11,059 )     -       (7,164 )     (12,884 )     (355,329 )
      41,639       1,249       185,141       7,385       4,717       183,092       32,839       30,660       44,151       80,523       611,396  

 

(*) purchase of investees conforms informed in note 7.

 

57


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

December 31,2022
    Buildings     Facilities     Machinery and
equipment
    IT
equipment
    Furniture and
fixtures
    Vehicles     Leasehold
improvements
    Works in
progress
    Vessels     Aircraft     Total  
Cost                                                                  
January 1, 2022     20,712       229       197,984       6,503       7,115       265,670       10,228       46,441       6,084       -       560,966  
Transfers     6,048       97       (22,914 )     (950 )     507       (8,094 )     21,109       (31,180 )     4,473       (30 )     (30,934 )
Additions     2,268       96       75,884       3,137       2,251       90,168       10,894       30,631       642       17,335       233,306  
Write-offs     (1,531 )     -       (14,254 )     (2,304 )     (116 )     (10,856 )     (969 )     (9,871 )     (3,821 )     -       (43,722 )
Initial purchase amount     1,707       -       14,956       13,048       863       10,456       541       4,667       19,341       39,887       105,466  
Business combination (*)     15       -       4,304       26       61       1,785       -       -       5,837       16,422       28,450  
Exchange-rate change     (2,403 )     -       (15,699 )     (714 )     (472 )     (21,448 )     (337 )     (3 )     (323 )     -       (41,399 )
Balance     26,816       422       240,261       18,746       10,209       327,681       41,466       40,685       32,233       73,614       812,133  
                                                                                         
Accumulated depreciation                                                                                        
January 1, 2022     (5,951 )     (64 )     (101,224 )     (3,099 )     (5,232 )     (142,749 )     (5,288 )     -       (963 )     -       (264,570 )
Transfers     (3,875 )     -       14,434       229       (157 )     (3,821 )     (66 )     -       -       9       6,753  
Depreciation     (2,696 )     (31 )     (22,120 )     (1,390 )     (1,168 )     (31,784 )     (4,942 )     -       (960 )     (3,645 )     (68,736 )
Write-offs     919       -       12,829       1,085       260       6,798       955       -       604       -       23,450  
Initial purchase amount     (53 )     -       (2,950 )     (7,194 )     (212 )     (4,544 )     (246 )     -       (4,590 )     (5,419 )     (25,208 )
Business combination (*)     (1 )     -       (92 )     (5 )     (2 )     (116 )     -       -       (292 )     (1,369 )     (1,877 )
Exchange-rate change     2,368       -       14,586       441       472       15,958       257       -       54       -       34,136  
Balance     (9,289 )     (95 )     (84,537 )     (9,933 )     (6,039 )     (160,258 )     (9,330 )     -       (6,147 )     (10,424 )     (296,052 )
                                                                                         
Cost     26,816       422       240,261       18,746       10,209       327,681       41,466       40,685       32,233       73,614       812,133  
Depreciation and amortization     (9,289 )     (95 )     (84,537 )     (9,933 )     (6,039 )     (160,258 )     (9,330 )     -       (6,147 )     (10,424 )     (296,052 )
      17,527       327       155,724       8,813       4,170       167,423       32,136       40,685       26,086       63,190       516,081  

 

(*) purchase of investees conforms informed in note 7.

 

58


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(b) Rates of depreciation

 

The depreciation rates are as follows:

 

Assets   Useful life (in
years)
  Annual
weighted
average rate (%)
Aircrafts   10   10.00
Leasehold improvements   3–25   15.43
Buildings   10–25   4.13
Vessels   5–20   8.88
Tools   4–10   12.50
Equipment   2–10   22.88
Facilities   3–10   11.43
Software license   5   20.00
Machinery and equipment   3–20   14.97
Machinery and equipment – fleets   3–10   10.00
Furniture and fixtures   3–10   13.91
Software   5   20.00
Vehicles   3–10   19.69
Vehicles – Fleet   2–10   20.71

 

(c) Relevant maintenance costs

 

The Company owns an investment in a subsidiary of the aviation industry, which performs relevant maintenance on property, plant and equipment at regular intervals during its economic useful life. These maintenances are performed to restore or maintain the original performance standards foreseen by the suppliers and represent the only alternative for the use of the asset until the end of its useful life. For such maintenance, entities stop the operations of the asset or group of assets for a certain period of time and generally incur the following main expenses:

 

a) Main components and parts;

b) Own services or services contracted from third parties for the replacement of components and parts;

c) Own or outsourced services for relevant maintenance and cleaning; and

d) Fixed plant costs during the maintenance period, inventory losses, etc.

 

(d) PPE held as collateral

 

In the semester ended on June 30, 2023, the amount of R$ 125,691 (R$ 119,707 as of December 31, 2022) is represented by the property, plant, and equipment in the vehicle classes (primarily represented by trucks), machinery, appliances, and equipment, which are the guarantees of the respective financing in the FINAME and Lease liabilities modality.

 

59


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(e) Impairment

 

Management annually reviews the net book value of assets for purposes of evaluating events or changes in economic or operating circumstances that may indicate impairment or loss of its recoverable value. This evidence is detected and the net book value exceeds recoverable value, a provision for impairment is recognized to adjust net book value to the recoverable value.

 

The recoverable value of an asset is defined as the lower of its book value and its value in use. The value-in-use calculation is based on the discounted cash flow model, considering a single CGU that is the Group itself. The business growth assumptions are based on the annual budget for 2022 and the long-term projections of its subsidiaries. Estimated future cash flows were discounted at the rate equivalent to average weighted cost of capital. The fair value measurement was categorized as a Level 3 fair value based on the inputs in the valuation technique used.

 

The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

 

In percent   %  
Discount rate     20.19  
Terminal value growth rate     3.4  

 

The discount rate was a post-tax measure estimated based on the historical industry average weighted-average cost of capital.

 

Estimated EBITDA was projected considering histories and forecasts as follows:

 

§ CGU’s revenues include service provision. Revenue growth was projected considering economic recovery and price increases/decreases based on inflation estimates;
§ Operating costs and expenses were projected considering the historical performance of the CGU and the trends in personnel cost readjustments and investments in the structure; and
§ Capital expenditures were estimated considering the maintenance of existing infrastructure, machinery, equipment, and vehicles for continuous operation and compliance with client contracts.

 

For the semester ended June 30, 2023, and the year ended December 31, 2022, the estimated value in use exceeded the carrying amount.

 

60


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(f) Leasehold improvements

 

Leasehold improvements comprise improvements made on third party properties and are substantially related to the lease liabilities agreement for the use of properties in Nova Odessa/SP and the Group’s headquarters in São Paulo/SP with a related company of the Group, which owns the property, for a period of five years, signed in 2021.

 

(g) Right-of-use assets

 

    Opening balance
on January 1st,
2023
    New
agreements
    write-offs     Transfers     Exchange-rate
change
    Business
Combination
    Depreciation     Cost     Accumulated
depreciation
    Net value June
30, 2023
(unaudited)
 
Right-of-use     68,275       28,195       (472 )     (29,269 )     (1,101 )     -       (17,149 )     94,125       (45,646 )     48,479  
                                                                                 
      68,275       28,195       (472 )     (29,269 )     (1,101 )     -       (17,149 )     94,125       (45,646 )     48,479  

 

 

    Opening balance
on January 1st,
2022
    New
agreements
    Transfers     Exchange-rate
change
    Business
Combination
    Depreciation     Cost     Accumulated
depreciation
    Net value
December 31,
2022
 
Right-of-use     35,225       3,259       1,835       (1,933 )     1,461       (30,567 )     12,967       (61,395 )     68,275  
                                                                         
      35,225       3,259       1,835       (1,933 )     1,461       (30,567 )     12,967       (61,395 )     68,275  

 

They mainly refer to properties and fleets that are leased from third parties for an average period of 5 years for the conduct of the Group’s business in various locations in the country. As of September 2021, the lease liabilities agreement began with related parties for the properties in Nova Odessa/SP and the Group’s headquarters in São Paulo/SP, which are subject to market conditions.

 

61


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

9. INTANGIBLE ASSETS

 

(a) Breakdown and changes

 

Changes in intangible assets are as follows:

 

    June 30,2023 (unaudited)  
    Trademarks and
patents
    Software     Client
portfolio
    Know-
how
    Non-
Compete
    Total  
Cost                                                
Opening balance     36,580       37,903       345,634       10,237       2,895       433,249  
Transfers     10,304       (10,034 )     379       83       31       763  
Additions     -       2,604       -       -       -       2,604  
Write-offs     -       (6 )     -       -       -       (6 )
Business combination     -       49       -       -       -       49  
Fair value added value     (508 )     -       (5,300 )     -       1,162       (4,646 )
Exchange-rate change     (2,606 )     (2,580 )     (25,355 )     (66 )     (177 )     (30,784 )
Closing balance     43,770       27,936       315,358       10,254       3,911       401,229  
                                                 
Accumulated amortization                                                
Opening balance     (1,239 )     (2,906 )     (6,841 )     (1,775 )     (291 )     (13,052 )
Transfers     (210 )     (55 )     (183 )     (95 )     (35 )     (578 )
Additions     -       (4,773 )     -       -       -       (4,773 )
Write-offs     -       6       -       -       -       6  
Business combination     -       (16 )     -       -       -       (16 )
Fair value added value     (2,418 )     -       (10,101 )     (1,025 )     (513 )     (14,057 )
Exchange-rate change     213       (617 )     901       -       22       519  
      (3,654 )     (8,361 )     (16,224 )     (2,895 )     (817 )     (31,951 )
                                                 
Cost     43,770       27,936       315,358       10,254       3,911       401,229  
Accumulated amortization     (3,654 )     (8,361 )     (16,224 )     (2,895 )     (817 )     (31,951 )
      40,116       19,575       299,134       7,359       3,094       369,278  

 

    December 31,2022  
    Trademarks and
patents
    Software     Client
portfolio
    Know-
how
    Non-
Compete
    Total  
Cost                                    
Opening balance     2,315       9,353       2,074       -               13,742  
Transfers     (3,884 )     (1,327 )     3,724       -       -       (1,487 )
Additions     -       1,276       -       -       -       1,276  
Write-offs     (3,847 )     (2,801 )     (182 )     -       -       (6,830 )
Business combination     12,238       33,141       -       -       -       45,379  
Fair value-added value     30,405       -       340,303       10,237       2,895       383,840  
Exchange-rate change     (647 )     (1,739 )     (285 )     -       -       (2,671 )
Closing balance     36,580       37,903       345,634       10,237       2,895       433,249  
                                                 
                                                 
Accumulated amortization     -       (3,892 )     (218 )     -       -       (4,110 )
Opening balance     -       1,356       -       -       -       1,356  
Transfers     -       (848 )     (69 )     -       -       (917 )
Additions     -       811       -       -       -       811  
Write-offs     -       (509 )     -       -       -       (509 )
Business combination     (1,248 )     -       (6,618 )     (1,775 )     (291 )     (9,932 )
Fair value-added value     9       176       64       -       -       249  
Exchange-rate change     (1,239 )     (2,906 )     (6,841 )     (1,775 )     (291 )     (13,052 )
                                                 
Cost     36,580       37,903       345,634       10,237       2,895       433,249  
Accumulated amortization     (1,239 )     (2,906 )     (6,841 )     (1,775 )     (291 )     (13,052 )
      35,341       34,997       338,793       8,462       2,604       420,197  

 

62


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

    June 30, 2023
(unaudited)
 
    Goodwill  
Cost        
Opening balance     1,192,302  
Additions     59,150  
Added Value Transfer     755  
Due Diligence Adjustment     151  
Response Price Adjustment     1,383  
Exchange-rate change     (64,885 )
Closing balance     1,188,856  

 

    December 31,
2022
 
    Goodwill  
Cost        
Opening balance     585,746  
Transfers     (17,511 )
Additions     532,175  
Business combination     154,122  
Response Price Adjustment     7,914  
Exchange-rate change     (70,144 )
Closing balance     1,192,302  
         

 

(*) On July 11, 2014, the subsidiary Witt O'Briens acquired the controlling stake in Witt O'Brien's, a global leader in preparedness, crisis management and disaster response and recovery, through the acquisition of a stake in 45.8% of its partner for $35.4 million in cash. The Company performed a fair value analysis, and the purchase price was allocated to the acquired assets and liabilities based on their fair values, resulting in US$48.1 million of recorded goodwill. In October 2016, Witt O'Brien's announced the launch of a strategic growth program to focus on core services, eliminating non-core and lower margin businesses. Witt O'Brien's core services include providing resiliency solutions to key areas of critical infrastructure, including but not limited to government, energy, transportation, healthcare, and education, in the United States and abroad. Witt O'Brien's protects and enhances its customers' business value by strengthening their ability to prepare for, respond to and recover from natural and man-made disasters, including hurricanes, infectious diseases, terrorism, cyber breaches, oil spills, incidents browsing and other interruptions. Operations scheduled for disposal include a government relations unit, the Company's operations in Europe (mainly the UK), software products and an insurance unit. As a result of the restructuring, during the year ended December 31, 2016, Witt O'Brien's identified indicators of impairment for some of its intangible assets and goodwill, resulting in impairment charges of US$29.6 million. The estimates and assumptions used by the Company for its annual goodwill impairment test are typically developed as part of the Company's routine business planning and forecasting process. Although the Company believes that its assumptions and estimates are reasonable, the Company's actual performance in relation to its estimates may produce different results and lead to additional impairment losses in future periods.

 

63


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Carrying amounts   June 30, 2023
(unaudited)
    December 31, 2022  
Indefinite life     1,228,972       1,227,643  
Definite life     329,162       384,856  
      1,558.134       1,612,499  

 

(b) Rates of amortization

 

The amortization rates are as follows:

 

Assets   Useful
life (in
years)
  Annual
amortization rate
(%)
Trademarks and patents (*)        
Right-of-use of software   5   20%
Research and development   2   50%
Goodwill (*)        
Client portfolio   2   50%
Workforce   5   20%
Non-Compete   5   20%
(*) Undefined useful life        

 

(c) Impairment

 

Management annually reviews the net book value of assets for purposes of evaluating events or changes in economic or operating circumstances that may indicate impairment or loss of its recoverable value described in the note 8 (d).

 

10. LOANS AND FINANCING

 

10.1. Breakdown

 

            June 30, 2023
(unaudited)
    December 31, 20222  
Description   Financial charges - % p,a, (*)   Maturity   Current     Non-
Current
    Current     Non-
Current
 
Working capital   0.84% + CDI e 6.36%   March 2027     30,687       498,650       39,103       558,608  
Investment financing   14.40%   June 2027     26,882       71,770       25,329       83,375  
Financial leases liabilities   14.26%   September 2027     4,553       22,486       3,224       7,779  
              62,122       592,906       67,656       649,762  

 

(*) Effective weighted average annual cost of interest on June 30, 2023.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

10.2. Description

 

(i) Working capital: working capital operations are fixed at a weighted average rate of 0,84% + CDI e 6.36%, and mature from July 2023 to March 2027;

 

(ii) Investment financing (FINAME): acquisition of heavy vehicles and machinery used for the operations of the subsidiaries. The contracts have a fixed rate with a weighted average of 14.40% p.a., with monthly amortization and the last installment due in June 2027; and

 

(iii) Financial: fixed-rate contracts with a weighted average of 14.26% p.a., monthly amortization and the last installment due in September 2027.

 

10.3. Reconciliation of movements of liabilities to cash flows arising from financing activities

 

Balance at January 1st, 2023     717,418  
Borrowing     37,765  
Interest expense     26,807  
Principal paid     (63,980 )
Interest paid     (24,803 )
Business Combination     1,830  
Cash for asset acquisition - non-cash event     4,585  
The effect of changes in foreign exchange rates     (44,594 )
Balance at June 30, 2023 (unaudited)     655,028  

 

Balance at January 1st, 2022     155,304  
Borrowing     7,255  
Interest expense     6,320  
Principal paid     (33,396 )
Interest paid     (5,724 )
Business Combination     18,971  
Cash for asset acquisition - non-cash event     30,145  
The effect of changes in foreign exchange rates     (9,403 )
Balance at December 31, 2022     169,472  

 

Loan and financing agreements do not have restrictive clauses.

 

10.4. Payment schedule of installments of non-current liabilities

 

Year of maturity:   June 30,2023
(unaudited)
    December 31, 2022  
2024     42,750       59,026  
2025     49,873       58,229  
2026     40,070       44,016  
2027     460,624       489,449  
2028     5,215       6,492  
      598,532       657,212  

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

10.5. Guarantees

 

Financing with FINAME funds is guaranteed by the financed assets and was raised essentially for the creation of a vehicle fleet for the subsidiaries’ operations. This financing occurs through accredited financial institutions, for the production and acquisition of new machines and equipment, nationally manufactured, accredited in the Brazilian Bank for Economic and Social Development (BNDES).

 

Working capital loans are guaranteed by the Group’s shareholders’ guarantees.

 

11. DEBENTURES

 

11.1. Breakdown

 

            Consolidated  
            Current     Non-Current  
Description   Financial
charges - %
p,a, (*)
  Mature   June 30,
2023
(unaudited)
    December 31,
2022
    June 30,
2023
(unaudited)
    December 31,
2021
 
Debentures   CDI + 2.65 e 3.5   February 2028     139,082       84,187       462,321       516,533  
              139,082       84,187       462,321       516,533  

 

11.2. Payment schedule of installments for non-current liabilities

 

Year of maturity:   June 30,2023
(unaudited)
    December 31, 2022  
2024     -       55,250  
2025     117,750       117,750  
2026     117,738       117,738  
2027     117,756       117,756  
2028     117,756       117,756  
Total     471,000       526,250  
                 
Funding cost (long term)     (8,679 )     (9,717 )
      462,321       516,533  

 

(*) For the year of maturity, the Company considers the period from July 2023 to June 2024 as current, and so on for other years in the segregation of non-current.

 

11.3. Description of debentures

 

Emergência Participações S.A.

 

On February 23, 2022, the members of the Company's Board of Directors at the Extraordinary General Meeting resolved and approved the 1st issue of simple, non-convertible debentures, of the unsecured type, with additional personal guarantee, in a single series, in the amount of BRL 335,500. The funds were raised to finance the expansion of the Group's business.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The debentures have final maturity in January 2028, the payment of principal will be made in 4 annual installments, the first being in July 2024 and interest will be paid semi-annually, with the first payment in January 2023.

 

On September 15, 2022, the Management of the subsidiary Emergência Participações S.A. at the Company's Extraordinary General Meeting, they deliberated and approved the 2nd issue of simple debentures, non-convertible into shares, of the unsecured type, with an additional fiduciary guarantee, in a single series, in the amount of R$ 250,000. The funds raised were used to recompose the Company's cash and general corporate uses.

 

The debentures have final maturity in September 2028, principal payment will be made in 4 consecutive annual installments, the first in September 2025 and interest will be paid semi-annually, with the first payment in March 2023.

 

11.4. Contractual restrictions and covenants

 

The Company has certain obligations, including compliance with financial indices (covenants). They are basically linked to the Net Debt / EBITDA* compliance ratio, which must be measured every six months by the Company.

 

In addition, the Company must notify in advance of incorporation, merger, spin-off or corporate reorganization, liquidation, extinction or dissolution, capital reduction, distribution of dividends above the mandatory minimum or any transfer of assets of the Company and its subsidiaries, as well as an entry with a request for judicial recovery.

 

As of June 30, 2023, there were no events that could lead to breach of contract.

 

(*) EBITDA: or EBITDA, refers to earnings before financial results, income tax and social contribution and depreciation and amortization, considering the accumulated pro forma result, with the results under the control of the pro forma Group.

 

12. TRADE AND OTHER PAYABLES

 

    June 30, 2023
(unaudited)
    December 31, 2022  
Trade payables – supply chain financing arrangement - domestic operations     9,156       10,562  
Trade payables – supply chain financing arrangement - foreign operations     120,062       144,961  
      129,218       155,523  

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

13. TAX PAYABLE

 

13.1. Current income tax payable

 

    June 30, 2023
(unaudited)
    December 31, 2022  
Income tax     13,484       10,182  
Social contribution     3,911       2,816  
      17,395       12,998  

 

13.2. Other tax payable

 

    June 30, 2023
(unaudited)
    December 31, 2022  
    Current     Non-current     Current     Non-current  
PIS     3,066       -       1,669       -  
COFINS     13,751       -       7,675       -  
ICMS     265       -       173       -  
ISS     1,506       -       1,111       -  
IVA     3,464       193       18,098       -  
Other taxes     178       897       3,561       818  
Installment     398       6,579       745       7,168  
IRRF     578       -       687       -  
      23,206       7,669       33,719       7,986  

 

13.3. Installments

 

Balance of installment payments as of June 30, 2023

 

The balance of installments as of June 30, 2023, comes basically from subsidiaries, and is composed as follows:

 

    June 30, 2023
(unaudited)
    December 31, 2022  
    Current     Non-current     Current     Non-current  
Simples National     -       1,168       6       1,168  
Social Security - PGFN     -       (30 )     -       296  
Other PGFN debits     508       4,823       560       4,978  
Social Security - RFB     45       195       54       428  
Other RFB debits     (167 )     63       -       63  
Installment payment - INSS     -       -       83       -  
PIS installment payment     -       13       -       13  
COFINS Installment     -       90       -       90  
Installment payment - IRRF     -       11       -       11  
ISS installment payment     12       246       -       64  
Other     -       -       42       57  
      398       6,579       745       7,168  

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

14. Leases liabilities

 

14.1. Right-of-use assets

 

Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see Note 8 (g)).

 

14.2. Leases liabilities

 

    Consolidated  
      Lease liabilities       Unwinding
interest from
lease agreements
      Net lease
liability
 
Opening balance as of January 1, 2023     52,325       (5,266 )     47,059  
                         
Additions     28,863       (668 )     28,195  
Opening Balance     35       -       35  
Write-off of contracts     (158 )     47       (111 )
Payments - Principal     (28,392 )     -       (28,392 )
Interest payment     (1,395 )     (16 )     (1,411 )
Interest appropriation     -       1,469       1,469  
Exchange-rate change     (1,228 )     33       (1,195 )
                         
Balance at June 30, 2023 (unaudited)     50,050       (4,401 )     45,649  
                         
Current     18,169       (2,012 )     16,157  
Non-current     31,881       (2,389 )     29,492  

 

    Consolidated  
        Lease liabilities       Unwinding
interest from
lease agreements
      Net lease
liability
 
Opening balance as of January 1, 2022     36,613       (4,946 )     31,667  
                         
Additions     35,752       (3,162 )     32,590  
Business combination     15,908       (1,298 )     14,610  
Payments - Principal     (32,802 )     -       (32,802 )
Interest payment     (2,363 )     (37 )     (2,400 )
Interest appropriation     -       4,183       4,183  
Exchange-rate change     (783 )     (6 )     (789 )
                         
Balance at December 31, 2022     52,325       (5,266 )     47,059  
                         
Current     16,700       (2,289 )     14,411  
Non-current     35,625       (2,977 )     32,648  

 

It is due to the lease liability, measured at the present value of lease payments expected until the end of the contract, projected at the real rate and discounted at the nominal rate, considering possible renewals or cancellations. Lease liabilities are recorded under “Lease liabilities” – in current and non-current liabilities.

 

The lease payments maturity analysis was settled out in note 3.4.12 showing the undiscounted lease payments to be received after the reporting date.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

15. PROVISION FOR CONTINGENCIES AND JUDICIAL DEPOSITS

 

15.1. Breakdown

 

As of June 30, 2023, and December 31, 2022, the subsidiaries had the following liabilities, and corresponding judicial deposits, related to contingencies:

 

    June 30, 2023
(unaudited)
    December 31, 2022  
Probable contingencies:     Judicial
deposits
      Provision for
contingencies
      Judicial
deposits
      Provision for
contingencies
 
Labor and social security contingencies     518       382       826       607  
      518       382       826       607  

 

The Group is a party to labor, social security and civil lawsuits and has been discussing these matters in both the administrative and judicial scopes and, when applicable, said lawsuits are mostly backed by appeal-related judicial deposits.

 

The respective provisions for contingencies were set up considering the estimates made by the legal advisors, for lawsuits whose likelihood of loss in the respective outcomes was assessed as ‘probable’.

 

Company Management believes that resolving these issues will not have an effect significantly different from the provisioned amount.

 

15.2. Rollforward of provision for contingencies

 

Changes in provision for contingencies as of June 30, 2023, and December 31, 2022, are as follows:

 

    Consolidated  
(=) Balance at 1 de January 2022     181  
(+) Provisions made during the year     518  
(-) Provisions reversed during the year     -  
(-) Provisions used during the year     (92 )
(=) Balance at 31 December 2022     607  
(+) Provisions made during the year     135  
(-) Provisions reversed during the year     (360 )
(-) Provisions used during the year     -  
(=) Balance at June 30, 2023 (unaudited)     382  

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

15.3. Descriptions of contingencies

 

Labor and social security contingencies refer to lawsuits filed by former employees linked to funds arising from the employment relationship and to various claims for damages.

 

Civil claims refer to lawsuits filed by former suppliers and partners related to compensation for property damages arising from the commercial relationship that existed with the Group’s companies.

 

On December 31, 2022, Management reassessed the criteria for provision for labor contingencies considering the risk of loss in each lawsuit and started recording the estimated amount of probable loss in each request made in the lawsuits.

 

The Group has labor contingencies classified as a possible loss as of June 30, 2023, in the amount estimated by its legal advisors of R$ 1,457 (as of December 31, 2022, in the amount of R$ 1,000).

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

16. Related parties

 

16.1. Breakdown

 

The transaction with related parties in the Ambipar Emergency Response was carried out under the following conditions:

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Assets:                
Loan (non-current):                
Ambipar Participações e Empreendimentos S.A.     4,500       4,500  
Ambipar Bank Intermediação de Negócios, Pagamentos e Participações S.A.     196       196  
Ambipar R&D Pesquisa e Desenvolvimento Ltda     43       43  
Ambipar Logistics Ltda     1,815       1,815  
Environmental ESG Participações S.A.     9,095       9,095  
Ambipar Eco Products S.A.     2,229       2,229  
Ambipar Workforce Solution Mão de Obra Temp. Ltda     6,078       6,078  
Ambipar Environmental Solutions - Soluções Ambientais Ltda     1,154       1,154  
Ambipar Environment Waste Logistics Ltda     729       943  
Ambipar Environment Reverse Manufacturing S.A.     34       34  
Ambipar Insurance - Corretora de Seguros Ltda     -       42  
Ambipar Coprocessing Ltda     -       2  
Disal Chile Servicios Integrales Ltda     -       49  
Gestión de Servicios Ambientales S.A.C.     13       -  
      25,886       26,180  
Liabilities:                
Dividends payable:                
Controlling shareholder     38,355       69,509  
Non-controlling shareholders     4,834       7,400  
      43,189       76,909  
                 
Loan (non-current):                
Ambipar Participações e Empreendimentos S.A.     543,800       703,165  
Ambipar Eco Products S.A.     2,209       2,212  
Ambipar Environment Waste Logistics Ltda     1,205       1,088  
Ambipar Environmental Solutions - Soluções Ambientais Ltda     3,203       1,332  
Environmental ESG Participações S.A.     9,731       9,731  
Disal Chile Sanitarios Portables Ltda     184       199  
Gestión de Servicios Ambientales S.A.C.     35       165  
Recitotal PR – Comércio transporte e serviços ltda     6       -  
Ambipar R&D Pesquisa e Desenvolvimento Ltda     79       58  
Ambipar Logístics Ltda     2,093       2,014  
Ambipar Green Tech Ltda     33       19  
Ambipar Compliance Solutions S.A.     3       3  
Ambipar Environmental Centroeste S.A.     77       4  
Ambipar Worforce Solution Mão de Obra Temporária Ltda     5,578       5,578  
Ambipar Environment Reverse Manufacturing S.A.     1       1  
Brasil Coleta Gerenciamento de Resíduos Ltda     700       700  
Ambipar Bank Intermediação de negócios, pag e Part S.A.     37,886       43,523  
      606,823       769,792  

 

      June 30, 2023
(unaudited)
      June 30, 2022
(unaudited)
 
Remuneration of key personnel     44,494       5,569  

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

The remuneration of key personnel is recorded in profit or loss under employee benefits.

 

Loans

 

They comprise checking account transactions carried out exclusively between wholly owned subsidiaries of the Group’s parent company, Ambipar Participações, i.e., subsidiaries over which the parent company has full control. These transactions, whose contracts are for an indefinite period and without remuneration, are carried out and are characterized by the concept of cash centralization, i.e., single cash, aiming at better management of financial resources for the Ambipar Group.

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Statement of income (business transactions)                
Revenues                
Disal Chile Sanitarios Portables Ltda,     341       24  
Gestión de Servicios Ambientales S.A.C.     6       -  
                 
      347       24  
Costs                
Disal Chile Sanitarios Portables Ltda,     (255 )     -  
Gestión de Servicios Ambientales S.A.C.     (5 )     -  
      (260 )     -  
Net Income (loss)     87       24  

 

Commercial transactions

 

Related parties linked to the Chilean non-controlling shareholder, which has strictly business transactions, i.e., entered into for the purpose of providing environmental services, leases, as well as providing emergency response services. For the execution of such transactions, the commercial conditions of the local market are followed.

 

Shared costs between companies

 

Part of the amount payable to the parent company Ambipar Participações comes from the sharing of costs of the shared office (Centro de Soluções Compartilhadas – CSC) that is distributed among companies in Brazil according to the revenue of each company in relation to the Group.

 

16.2. Remuneration of key personnel

 

The remuneration of all directors of the group that corresponds to short-term benefits was R$ 44,494 in June 2023 (R$ 5,569 on June 30, 2022).

 

Benefits, such as vehicle use, reimbursement, travel, and others, are granted to officers, in June 2023, these benefits totaled R$ 989 (R$ 394 on June 30, 2022).

 

In 2022, no long-term benefits, termination of employment contracts or share-based remuneration were paid.

 

17. SHAREHOLDERS' EQUITY

 

In the context of the Unaudited Condensed Consolidated Interim Financial Statements, the accounts comprising equity (capital, capital reserve, income reserve, equity adjustments, among other) usually are not significant.

 

Therefore, the statements of changes in equity of this Consolidated financial information include only two items named equity attributed to controlling interests and noncontrolling interests.

 

73


 

17.1. Capital

 

Authorized capital

 

The Company authorized share capital consists of (in) a limited number of voting shares and (iii) a limited number of ordinary shares.

 

The subscribed and paid-in share capital of the Company is represented by 1,522,136,000, in the amount of R$ 1,434,716.

 

Transaction with HPX

 

On March 3, 2023, the Company completed the transaction with HPX Corp, pursuant to the terms of the Business Combination Agreement entered into on July 5, 2022 by the Company, together with its subsidiaries, Emergência Participações, Ambipar Emergency Response and Ambipar Merger Sub. As a result, Emergência Participações became a wholly owned subsidiary of Ambipar Emergency Response.

 

Ambipar Emergency Response (AMBI) is classified as a foreign private issuer, emerging growth company and non-accelerated filer with shares listed on the New York Stock Exchange (NYSE American).

 

The completion of the Transaction involved a capital contribution of R$909,8 million equivalent to US$174.7 million in AMBI, of which: (i) R$48.1 million equivalent to US$9.2 million from the HPX trust account , (ii) R$595.8 million equivalent to US$114.5 million from private investors in the PIPE (Private Investment in Public Equity) structure, (iii) capitalization of R$263.0 million equivalent to US$50, 5 million loan that the Emergency had with the Company. As a result, the Company now holds a 70.8% stake in AMBI after the conclusion of the SPAC process.

 

Accounting impacts

 

a) Stock listing expense

 

The Transaction is not within the scope of IFRS 3/CPC 15 - Business Combination since HPX was a special purpose entity for the acquisition of businesses and did not meet the definition of business by the standard, thus being accounted for in accordance with the standard IFRS 2/CPC 10 – Share-Based Payment. According to this rule, AMBI recognized a single non-cash expense of R$ 100.9 million equivalent to US$ 19.4 million as a listing expense (Listing Expenses), based on the difference between the value of the AMBI shares issued to HPX shareholders and the fair value of HPX's identifiable net assets. This expense represents the implicit incurred cost of listing AMBI on the NYSE American.

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

    R$  
Cost of shares issued to HPX shareholders (1)     146,741  
Fair value of Earn-out shares for Ambipar Holding (2)     (44,240 )
Adjusted cost of shares issued to HPX shareholders     102,501  
         
HPX Assets     48,083  
HPX Liabilities     (49,676 )
HPX net assets on 3/3/2023     (1,593 )
         
Stock listing expense     100,909  

 

1) Considering the amount of US$9.89 per share on 02/28/23, date of the EGM approving the transaction and exchange of R$5.2037.
2) Fair value estimated based on a Monte Carlo simulation model.

 

b) Transaction costs

 

The Company incurred extraordinary expenses of R$18,913 referring to legal, financial, and listing advisors.

 

c) Earn-out

 

As part of the Transaction, the Company is entitled to an additional 11,000,000 AMBI shares, to be issued in 2 tranches of 5,500,000 each in case certain objectives are achieved (“Earn-out”). The first tranche will be granted if the AMBI quotation exceeds US$17.0 per share during any 20 trading sessions out of 30 consecutive trading sessions. The second tranche will be granted if the AMBI quotation exceeds US$20.0 per share during any 20 trading sessions out of 30 consecutive trading sessions. If these objectives are not achieved by March 3, 2026, the Earn-out not awarded will be cancelled.

 

Earn-out is within the scope of IAS 32/IFRS 9 and was classified as a passive derivative financial instrument of AMBI. The subsequent measurement of fair value has been recognized in the equity transaction account in the Company's shareholders' equity. Earn out fair value is calculated according to a Monte Carlo simulation model at each measurement date, using typical inputs equity markets volatility, the price of AMBI shares and time to expiration. As the pricing inputs vary quarterly, so does the earn out fair value.Group reorganization.

 

In 2021, the Group did a reorganization and had 100% of the capital stock of which held the control of investees: Ambipar Holding USA, Ambipar Holding Canada, Ambipar Holding UK, Ambipar Holding Ireland and Inversiones Disal which were part of the group and resulted in an impact of $326,056 in the Group's equity, (See Note 1.3).

 

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AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

17.2. PROFIT RESERVES

 

Legal reserve

 

The legal reserve is set up annually by the allocation of 5% of net income for the year and may not exceed 20% of the Company's capital.

 

The purpose of the legal reserve is to guarantee that the capital is paid up and it is used solely to offset losses and increase capital.

 

Unrealized profit reserve

 

The unrealized profit reserve is represented by undistributed profits, due to equity in earnings not realized in its investees.

 

17.3. EARNINGS PER SHARE

 

As a result of the corporate reorganization of Ambipar Participações e Empreendimentos S.A. that occurred in 2020, the Company presents these consolidaded financial statements considering Ambipar Emergency Response as the ultimate parent company of the Group since January 1, 2021. The weighted average of the shares used to calculate the earnings per share represents the movement of the shares of Ambipar Emergency Response in the respective exercises.

 

Basic

 

Basic earnings per share are calculated by dividing the income attributable to the Company’s shareholders by the weighted average number of shares issued during the year, excluding those shares bought by the Company and held as treasury shares. Any dividends of preferred shares and any premiums paid upon the issue of preferred shares during the year are deducted from the income attributed to the parent company’s shareholders.

 

Earning per share   June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Earnings (loss) per share operations attributable to shareholders of the parent company before deductions     (20,522 )     82,381  
Number of ordinary shares     1,522,136,000       261,920,439  
                 
Basic earnings (loss) per share (in Reais)     (0.01 )     0.31  
Diluted earnings (loss) per share (in Reais)     (0.01 )     0.31  

 

76


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

Diluted

 

As of June 30, 2023, the Company does not present dilution of common shares.

 

17.4. ACCUMULATED TRANSLATION ADJUSTMENT

 

It substantially refers to exchange variation on foreign investees and goodwill paid on the acquisition of businesses in other countries, whose functional currencies are different from the Company and its subsidiaries.

 

17.5. CAPITAL TRANSACTION

 

On June 28, 2021, Emergências Participações S.A. acquired 100% of the shares of Inversiones Disal Emergencias S.A. (“Inversiones Disal Emergencias”). Inversiones Disal Emergencia is a holding company with a direct interest of 50% on Suatrans Chile S.A. and, after this transaction, the total interest of Ambipar Emergency Response on Suatrans Chile S.A. is 100%.

 

    Response  
Assets and liabilities acquired at fair value (*)   Inversiones
Disal
Emergencias
 
Cash and cash equivalents     1,005  
Other assets     25,650  
Other liabilities     (326 )
Total identifiable net assets     26,329  
         
Total amount of consideration transferred     144,430  
(-) Cash acquired     (1,005 )
(-) Assumed value of the obligation to pay     -  
 Cash paid, net of cash received/receivable     143,425  
         
Determination of goodwill (*)        
Total amount of consideration, net     144,430  
Total identifiable net assets     (26,332 )
Goodwill paid on expected future profitability     118,098  
         
Date of additional acquisition     06/28/2021  
Company that acquired control     Emergência Participações S.A.  
         
Value of acquisition     US$ 26,185 (thousand)  
Percentage acquired     100 %

 

77


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

18. SEGMENT REPORTING

 

Segment information is presented geographically as required by entity wide disclosures under IFRS 8.

 

(i) Segment net revenue by region

 

    June 30,2023
(unaudited)
    June 30,2022
(unaudited)
 
Net Revenue                
Brazil     408,293       209,712  
Latin America (Other than Brazil)     96,241       98,763  
Europe     81,863       83,269  
North America     621,945       262,782  
Total     1,208,342       654,526  
                 

 

(ii) Segment PPE, Goodwill and Intangible assets by region

 

From the total of PPE, Goodwill and Intangible assets, 29% located in Brazil as of June 30, 2022 (2022 is 43% at Brazil). The following table presents segment non-current assets by geographical area for the periods indicated:

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Brazil     710,169       629,055  
Latin America (Other than Brazil)     68,745       45,073  
United Kingdom     105,372       111,350  
North America     1,333,723       1,411,377  
Total     2,218,009       2,196,855  

 

(ii) Major clients

 

As of June 30, 2023, and June 30, 2022, the Emergency Response Services has no customer representing more than 10% of its net revenue.

 

78


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

19. NET REVENUES

 

The main business activities of Response comprise prevention, management, and emergency response to accidents involving hazardous or non-hazardous products in all modes of transportation, in addition, it provides industrial firefighters who work at customer’s facilities and has the largest and most complete training field in Latin America, training employees and clients with the most complete structure focused on emergency response and management in multimodal scenarios.

 

The Company promises a service to the customer at the contract, which could be stand-by to support or execute a spot service. The delivery of the service is identified as the single performance obligation in the respective contract.

 

The nature, amount, timing and uncertainty of Ambipar Emergency Response net revenue and cash flows may be affected by economic factors. The economic factors that most impact Ambipar Emergency Response net revenues and cash flow are associated with geographical areas. The following table presents net revenue disaggregated by geographical area for the periods indicated.

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Net Revenue from domestic market (*)     373,328       209,712  
Net Revenue in the foreign market     835,014       444,814  
Net revenue from services rendered     1,208,342       654,526  

 

(*) Revenue represented by national (Brazil) clients.

 

20. COSTS AND EXPENSES BY NATURE

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Material used in the rendering of services     (27,533 )     (33,248 )
Personnel and labor charges     (491,037 )     (238,161 )
Fuels     (25,347 )     (30,871 )
Freight and tolls     (2,242 )     (2,311 )
Maintenance of machinery, appliances, equipment, and vehicles     (44,570 )     (14,697 )
Taxes     (15,063 )     (15,574 )
Rent and condominiums     (7,913 )     (8,558 )
Leasing of goods, vehicles, machinery, and equipment     (14,522 )     (10,581 )
Telephony expenses     (6,552 )     (1,216 )
Travel expenses     (37,206 )     (9,237 )
Depreciation and amortization     (73,090 )     (42,264 )
Advertising and publicity     (8,369 )     (1,225 )
Third party services     (180,991 )     (96,363 )
IPO costs     (120,963 )     -  
Other expenses     (57,600 )     (24,615 )
      (1,112,998 )     (528,921 )
                 
Cost of services rendered     (987,054 )     (520,041 )
General, administrative and sale     (12,855 )     (14,043 )
Other operating revenues (expenses), net     (113,089 )     5,163  
      (1,112,998 )     (528,921 )

 

79


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

21. NET FINANCIAL INCOME

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Financial income                
Discounts obtained     54       91  
Interest charged     527       646  
Revenues from interest earning bank deposit     6,469       3,477  
Monetary variation     8,004       -  
Foreign-exchange income     737       1,132  
Other     683       272  
      16,474       5,618  

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Financial expenses                
Interest paid     (2,841 )     (2,501 )
Interest right of use     (1,469 )     (1,027 )
Interest on loans     (26,807 )     (6,320 )
Debenture interest     (46,546 )     (13,409 )
Discounts granted     (1,922 )     (1,006 )
Bank expenses     (1,436 )     (915 )
IOF     (333 )     (1,140 )
Intercompany interest     (4,719 )     (623 )
Monetary variation     (3,246 )     (5 )
Foreign exchange costs     (4,003 )     (113 )
Other     (3,743 )     (1,870 )
      (97,065 )     (28,929 )
                 
Net financial expense     (80,591 )     (23,311 )

 

22. INCOME TAX AND SOCIAL CONTRIBUTION

 

(a) Breakdown of expense

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Current income tax and social contribution     (29,572 )     (14,685 )
Deferred income tax and social contribution     (5,703 )     (5,227 )
Income tax and social contribution expense     (35,275 )     (19,912 )

 

80


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(b) Reconciliation of income tax and social contribution expenses

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Income before income tax and social contribution     14,753       102,293  
Tax calculated based on current rates - 34%     (5,016 )     (34,780 )
                 
Reconciliation:                
Recognition of deferred tax loss asset     545       2,679  
Permanent difference adjustments in other jurisdictions     (23,525 )     23,334  
Adjustment in Tax regime Differences     8,785       1,212  
Other adjustments in temporary and permanent differences     (16,064 )     (12,357 )
Income tax and social contribution     (35,275 )     (19,912 )
                 
Effective rate of income tax and social contribution - %     239.1 %     19.5 %

 

(c) Deferred income tax and social contribution

 

The Group records deferred income tax and social contribution payable and receivable to the extent of their realization, to reflect the future tax effects on temporary differences between the tax bases of assets and liabilities and their respective book values, as well as a tax loss and negative social contribution basis, calculated at the combined tax rate of 34%, as well as demonstrating the basis for constituting the deferred income tax and social contribution payable, constituted taking into consideration the existing obligations in other jurisdictions, stated separately in assets and liabilities due to the fact that they are distinct tax authorities, as follows:

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Tax bases - Assets                
Tax loss and negative basis     (1 )     25,304  
Temporary differences in another jurisdiction     57,870       25,770  
Provisions - temporary differences     17,327       23,692  
      75,196       74,766  
                 
Income tax – 25%     18,799       18,692  
Social contribution - 9%     6,768       6,728  
Income tax and social contribution - assets     25,567       25,420  

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Tax bases - Liabilities                
Provisions - temporary differences     (134,620 )     (124,671 )
Temporary differences in another jurisdiction     (487,478 )     (436,602 )
      (622,098 )     (561,273 )
                 
Income tax – 25%     (155,524 )     (140,318 )
Social contribution - 9%     (55,989 )     (50,515 )
Income tax and social contribution - liabilities     (211,513 )     (190,833 )

 

81


 

AMBIPAR EMERGENCY RESPONSE

 

Notes to the consolidated financial statements

As of June 30, 2023, and December 31, 2022

(Values expressed in thousands of Brazilian Reais)

 

(d) Changes in deferred income tax and social contribution

 

    June 30, 2023
(unaudited)
    December 31,
2022
 
Changes                
Opening balance - assets, net of liabilities     (165,413 )     (24,417 )
Realization to statement of income     (5,703 )     (9,104 )
Other changes     (14,830 )     (131,892 )
Closing balance - assets, net of liabilities     (185,946 )     (165,413 )

 

(e) Realization of deferred income tax and social contribution

 

Realization per annum   June 30, 2022
(unaudited)
    December 31,
2022
 
2024     3,196       6,355  
2025     6,392       6,355  
2026     6,392       6,355  
2027     6,392       6,355  
2028     3,195       -  
      25,567       25,420  

 

23. CASH FLOW INFORMATION

 

Investment and financing transactions that do not involve cash.

 

    June 30, 2023
(unaudited)
    June 30, 2022
(unaudited)
 
Acquisition of property, plant, and equipment by financing     4,585       30,145  
Balance payable for the acquisition of investment     41,151       16,311  
      45,736       46,456  
                 
Operational lease     28,195       5,338  
Accumulated translation adjustment     128,031       (75,422 )
Interest of non-controlling shareholders     (12,724 )     24,153  
Warrant and Earn out     (41,336 )     -  
Capital increase with investment receipt     (263,004 )     -  
      (160,838 )     (45,931 )

 

82