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6-K 1 MainDocument.htm 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

  

Form 6-K

  

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 Or 15d-16 Of

 

The Securities Exchange Act Of 1934

 

For the month of November 2023

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

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

 

Form 20-F ____X____                                                         Form 40-F ________

 

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

 

Yes ________                                                                       No ____X____

 

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

 

Yes ________                                                                       No ____X____

 


 
Interim Financial Information as of and for the Quarter Ended September 30, 2023

 Graphics


Ultrapar Participações S.A. and Subsidiaries
Graphics


Table of Contents


Statements of financial position 6
Statements of income 8
Statements of comprehensive income 9
Statements of cash flows - indirect method 12
Statements of value added 14
1 Operations 15
2 Basis of preparation and presentation of individual and consolidated interim financial information 18
3 New accounting policies and changes in accounting policies adopted 18
4 Cash and cash equivalents, financial investments and derivative financial instruments 19
5 Trade receivables, reseller financing and other receivables (Consolidated) 20
6 Inventories (Consolidated) 22
7 Recoverable taxes (Consolidated) 22
8 Related parties 23
9 Income and social contribution taxes 27
10 Prepaid expenses (Consolidated) 30
11 Contractual assets with customers - exclusivity rights (Consolidated) 30
12 Investments in subsidiaries, joint ventures and associates 31
13 Right-of-use assets and leases payable (Consolidated) 34
14 Property, plant, and equipment (Consolidated) 37
15 Intangible assets (Consolidated) 38
16 Loans, financing, debentures and derivative financial instruments 39
17 Trade payables (consolidated) 46
18 Salaries and related charges (Consolidated) 46
19 Taxes payable (Consolidated) 47
20 Employee benefits and private pension plan (Consolidated) 47
21 Provisions and contingent liabilities (Consolidated) 48
22 Subscription warrants – indemnification 51
23 Equity 52
24 Net revenue from sales and services (Consolidated) 53
25 Costs and expenses by nature 53
26 Gain (loss) on disposal of property, plant and equipment and intangible assets (Consolidated) 54
27 Financial result, net 54
28 Earnings per share (Parent and Consolidated) 55
29 Segment information 55
30 Risks and financial instruments (Consolidated) 58
31 Commitments (Consolidated) 73
32 Acquisition of interest 74
33 Discontinued operations 79


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

Ultrapar Participações S.A.

Report on Review of Interim Financial Information for the three and nine-month Period Ended September 30, 2023

 

 

 

 


Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

 





Graphics


Deloitte Touche Tohmatsu
Dr. Chucri Zaidan Avenue, 1.240 - 4th to 12th floors - Golden Tower
04711-130 - São Paulo - SP
Brazil



Tel.: + 55 (11) 5186-1000
Fax: + 55 (11) 5181-2911
www.deloitte.com.br


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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2023, which comprises the statements of financial position as at September 30, 2023 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the individual and consolidated interim financial information

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

4


Graphics




Other matters

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the nine-month period ended September 30, 2023, prepared under the responsibility of the Company’s Management and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.

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

 São Paulo, November 8, 2023



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



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of financial position

as of September 30, 2023 and December 31, 2022


(In thousands of Brazilian Reais)



Parent Consolidated
Note 9/30/2023   12/31/2022 9/30/2023   12/31/2022
Assets
Current assets
Cash and cash equivalents 4.a 441,936 605,461 6,037,119 5,621,769
Financial investments and derivative financial instruments 4.b 209,205 520,352
Trade receivables 5.a 3,959,286 4,149,111
Reseller financing 5.b 503,085 559,825
Trade receivables - sale of subsidiaries 5.c 202,364 184,754 932,160 184,754
Inventories 6 3,913,949 4,906,083
Recoverable taxes 7.a 2,012 2,012 1,386,074 1,610,312
Recoverable income and social contribution taxes 7.b 42,896 43,080 93,232 96,134
Dividends receivable - 147,299 4,296
Other receivables - 69,338 101,955 133,542 174,153
Prepaid expenses 10 4,224 5,969 126,890 123,699
Contractual assets with customers - exclusivity rights 11 744,569 614,112
Total current assets 762,770 1,090,530 18,039,111 18,564,600
Non-current assets
Financial investments and derivative financial instruments 4.b 202,775 581,279 442,841
Trade receivables 5.a 3,607 61,463
Reseller financing 5.b 541,597 501,522
Trade receivables - sale of subsidiaries 5.c 184,754 911,811
Related parties  8.a 6,677 19,916
Deferred income and social contribution taxes 9.a 156,379 150,451 1,187,133 898,235
Recoverable taxes 7.a 74 74 2,520,134 2,172,959
Recoverable income and social contribution taxes 7.b 4,652 4,321 312,617 403,383
Escrow deposits 21.a 18 18 1,015,672 946,383
Indemnification asset - business combination 21.c 116,517 126,558
Other receivables and other assets - 151,011 61,433
Prepaid expenses 10 9,532 13,047 51,230 74,813
Contractual assets with customers - exclusivity rights 11 1,445,427 1,591,479
Investments in subsidiaries, joint ventures and associates 12 11,690,714 12,247,087 325,844 111,384
Right-of-use assets, net 13 6,784 6,943 1,742,012 1,791,377
Property, plant and equipment, net 14 6,496 8,373 6,090,195 5,862,413
Intangible assets, net 15 262,066 253,840 2,265,844 1,918,349
Total non-current assets 12,346,167 12,868,908 18,370,035 17,876,403
Total assets
13,108,937
13,959,438
36,409,146
36,441,003




Ultrapar Participações S.A. and Subsidiaries

Graphics

Statements of financial position


as of September 30, 2023 and December 31, 2022


(In thousands of Brazilian Reais)



  Parent Consolidated
Note 9/30/2023   12/31/2022 9/30/2023   12/31/2022
Liabilities
Current liabilities
Trade payables 17.a 19,441 46,535 3,849,976 4,710,952
Trade payables - reverse factoring 17.b 1,174,646 2,666,894
Loans, financing and derivative financial instruments 16 1,087,668 869,067
Debentures 16 1,800,213 1,218,333 2,491,610
Salaries and related charges 18 45,787 76,357 459,454 460,906
Taxes payable 19 686 1,444 172,745 192,430
Dividends payable 8,910 38,936 10,530 48,525
Income and social contribution taxes payable 1,649 492,244 315,053
Post-employment benefits 20.b 1,396 1,396 21,965 21,809
Provision for decarbonization credit 15.b 568,665 272,969
Provisions for tax, civil and labor risks 21.a 54,401 22,837
Leases payable 13 1,934 1,839 293,837 225,034
Financial liabilities of customers 160,885 154,405
Other payables 2,365 274 376,939 313,761
   Total current liabilities 82,168 1,966,994 9,942,288 12,766,252
Non-current liabilities
Loans, financing and derivative financial instruments 16 5,802,927 4,845,393
Debentures 16 4,269,225 3,544,291
Related parties 8.a 2,875 2,875 3,248 3,492
Deferred income and social contribution taxes 9.a 277 299
Post-employment benefits 20.b 1,534 1,283 201,594 193,747
Provisions for tax, civil and labor risks 21.a; 21.c 177,218 142,283 1,175,425 1,017,335
Leases payable 13 5,856 6,035 1,237,843 1,298,735
Financial liabilities of customers 192,926 296,181
Subscription warrants - indemnification 22 62,616 42,776 62,616 42,776
Provision for unsecured liabilities of subsidiaries, joint ventures and associates 12 61,433 76,646 232 157
Other payables 13,714 11,805 277,112 257,377
   Total non-current liabilities 325,246 283,703 13,223,425 11,499,783
       
Equity
Share capital 23.a 6,621,752 5,171,752 6,621,752 5,171,752
Equity instrument granted 23.b 62,480 43,987 62,480 43,987
Capital reserve 23.d 597,828 599,461 597,828 599,461
Treasury shares 23.c (470,510) (479,674) (470,510) (479,674)
Revaluation reserve of subsidiaries 3,845 3,975 3,845 3,975
Profit reserves 4,661,138 6,111,136 4,661,138 6,111,136
Retained earnings 1,068,211 1,068,211
Accumulated other comprehensive income 156,779 179,974 156,779 179,974
Additional dividends to the minimum mandatory dividends 78,130 78,130
Equity attributable to:
  Shareholders of Ultrapar 12,701,523 11,708,741 12,701,523 11,708,741
  Non-controlling interests in subsidiaries 541,910 466,227
Total equity
12,701,523 11,708,741 13,243,433 12,174,968
   Total liabilities and equity
13,108,937 13,959,438 36,409,146 36,441,003


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



Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of income

For the periods ended September 30, 2023 and 2022


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

Parent

Consolidated

Note

07/01/2023 to

01/01/2023 to

07/01/2022 to

01/01/2022 to

07/01/2023 to

01/01/2023 to

07/01/2022 to

01/01/2022 to

09/30/2023

09/30/2023

09/30/2022

09/30/2022

09/30/2023

09/30/2023

09/30/2022

09/30/2022

Continuing operations

Net revenue from sales and services

24

32,483,536

92,627,829

39,294,732

107,677,400

Cost of products and services sold

25

(29,619,258)

(86,378,561)

(37,708,655)

(102,769,780)

Gross profit

2,864,278

6,249,268

1,586,077

4,907,620

Operating revenues (expenses)

Selling and marketing

25

(577,486)

(1,612,236)

(508,816)

(1,558,203)

General and administrative

25

(15,788)

(47,332)

(13,250)

(17,508)

(549,149)

(1,472,315)

(388,622)

(1,135,042)

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

26

5

5

(45)

2,845

11,770

104,326

49,153

129,809

Other operating income (expenses), net

25

9

(153)

(515)

(1,761)

(170,973)

(510,179)

(174,877)

(414,075)

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

(15,774)

(47,480)

(13,810)

(16,424)

1,578,440

2,758,864

562,915

1,930,109

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

12

839,283

1,378,242

172,067

447,674

(303)

11,714

(11,141)

10,083

Income before financial result and income and social contribution taxes

823,509

1,330,762

158,257

431,250

1,578,137

2,770,578

551,774

1,940,192

Financial income

27

70,913

121,875

62,629

183,897

296,143

673,265

176,409

467,451

Financial expenses

27

(18,597)

(95,210)

(68,696)

(119,306)

(596,757)

(1,502,196)

(501,150)

(1,715,675)

    Financial result, net

27

52,316

26,665

(6,067)

64,591

(300,614)

(828,931)

(324,741)

(1,248,224)

Income before income and social contribution taxes

875,825

1,357,427

152,190

495,841

1,277,523

1,941,647

227,033

691,968

Income and social contribution taxes

Current

9.b; 9.c

(1,378)

(22,559)

(12,344)

151,129

(509,668)

(814,078)

(250,549)

(414,186)

Deferred

9.b

(9,593)

5,927

30,993

21,744

123,388

276,190

203,825

416,398

(10,971)

(16,632)

18,649

172,873

(386,280)

(537,888)

(46,724)

2,212

Net income from continuing operations

864,854

1,340,795

170,839

668,714

891,243

1,403,759

180,309

694,180

Discontinued operations

33

(97,738)

309,506

(97,738)

309,506

Net income for the period

864,854

1,340,795

73,101

978,220

891,243

1,403,759

82,571

1,003,686

Income attributable to:

  Shareholders of Ultrapar

864,854

1,340,795

73,101

978,220

864,854

1,340,795

73,101

978,220

  Non-controlling interests in subsidiaries

26,389

62,964

9,470

25,466

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

Basic

28

0.7897

1.2243

0.1566

0.6128

0.7897

1.2243

0.1566

0.6128

Diluted

28

0.7832

1.2141

0.1557

0.6094

0.7832

1.2141

0.1557

0.6094

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

Basic

28

(0.0896)

0.2836

(0.0896)

0.2836

Diluted

28

(0.0891)

0.2821

(0.0891)

0.2821

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

Basic

28

0.7897

1.2243

0.0670

0.8964

0.7897

1.2243

0.0670

0.8964

Diluted

28

0.7832

1.2141

0.0666

0.8915

0.7832

1.2141

0.0666

0.8915

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

Ultrapar Participações S.A. and Subsidiaries

Graphics
Statements of comprehensive income

For the periods ended September 30, 2023 and 2022


(In thousands of Brazilian Reais)


Parent

Consolidated

Note

07/01/2023 to 09/30/2023

01/01/2023 to 09/30/2023

07/01/2022 to 09/30/2022

01/01/2022 to 09/30/2022

07/01/2023 to 09/30/2023

01/01/2023 to 09/30/2023

07/01/2022 to 09/30/2022

01/01/2022 to 09/30/2022

Net income for the period, attributable to shareholders of Ultrapar

864,854

1,340,795

73,101

978,220

864,854

1,340,795

73,101

978,220

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

26,389

62,964

9,470

25,466

Net income for the period

864,854

1,340,795

73,101

978,220

891,243

1,403,759

82,571

1,003,686

Items that will be subsequently reclassified to profit or loss:

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

2,293

(23,195)

(7,594)

604,109

2,293

(23,195)

(7,611)

604,138

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

(304,645)

(304,645)


















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

Actuarial gains (losses) of post-employment benefits, net of income and social contribution taxes

(345)

(789)

(345)

(789)

Total comprehensive income for the period

867,147

1,317,600

65,162

1,276,895

893,536

1,380,564

74,615

1,302,390

    Total comprehensive income for the period attributable to shareholders of Ultrapar

867,147

1,317,600

65,162

1,276,895

867,147

1,317,600

65,162

1,276,895

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

26,389

62,964

9,453

25,495

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Statements of changes in equity


For the periods ended September 30, 2023 and 2022


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


Profit reserves

Equity attributable to:

Note

Share capital

Equity instrument granted

Capital reserve

Treasury shares

Revaluation reserve of subsidiaries

Legal reserve

Investments statutory reserve

Accumulated other comprehensive income

Retained earnings

Additional dividends to the minimum mandatory dividends

Shareholders of Ultrapar

Non-controlling interests (ii)

Total equity

Balance as of December 31, 2022

5,171,752

43,987

599,461

(479,674)

3,975

882,575

5,228,561

179,974

78,130

11,708,741

466,227

12,174,968

Net income for the period

1,340,795

1,340,795

62,964

1,403,759

Other comprehensive income

(23,195)

(23,195)

(23,195)

Total comprehensive income for the period

(23,195)

1,340,795

1,317,600

62,964

1,380,564

Issuance of shares related to the subscription warrants - indemnification

560

560

560

Equity instrument granted

8.c; 23.a; 23.b

18,493

(2,193)

9,164

25,464

25,464

Realization of revaluation reserve of subsidiaries


(130)

13

(117)

(117)

Capital increase with reserves

23.a

1,450,000

(882,575)

(567,425)

Shareholder transaction - changes of ownership interest


2

2

2

Loss due to change in ownership interest


(45)

(45)

Dividends prescribed


1,201

1,201

1,201

Special reserve for mandatory dividend not distributed to non-controlling shareholders


(11,145)

(11,145)

Non-controlling interest in acquired subsidiaries

32.c

24,303

24,303

Dividends attributable to non-controlling interests


(394)

(394)

Approval of additional dividends by the Ordinary General Meeting


(78,130)

(78,130)

(78,130)

Interim dividends (R$ 0.25 per share)

23.e

(273,798)

(273,798)

(273,798)

Balance as of September 30, 2023

6,621,752

62,480

597,828

(470,510)

3,845

4,661,138

156,779

1,068,211

12,701,523

541,910

13,243,433

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Statements of changes in equity


For the periods ended September 30, 2023 and 2022


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


Profit reserves

Equity attributable to:

Note

Share capital

Equity instrument granted

Capital reserve

Treasury shares

Revaluation reserve of subsidiaries

Legal reserve

Investments statutory reserve

Accumulated other comprehensive income (i)

Retained earnings

Shareholders of Ultrapar

Non-controlling interests (ii)

Total equity

Balance as of December 31, 2021

5,171,752

34,043

596,481

(488,425)

4,154

792,533

4,073,876

(117,493)

10,066,921

402,319

10,469,240

Net income for the period

978,220

978,220

25,466

1,003,686

Other comprehensive income

298,675

298,675

29

298,704

Total comprehensive income for the period

298,675

978,220

1,276,895

25,495

1,302,390

Issuance of shares related to the subscription warrants - indemnification

941

941

941

Equity instrument granted

8.c; 23.a; 23.b

16,790

16,790

16,790

Purchase of treasury shares

(476)

(614)

(1,090)

(1,090)

Realization of revaluation reserve of subsidiaries

(135)

135

Shareholder transaction - changes of investments

(31)

(31)

31

Gain due to change in ownership interest

983

983

(1,635)

(652)

Capital increase attributable to non-controlling interests

35,182

35,182

Interest on capital

(450,004)

(450,004)

(450,004)

Dividends attributable to non-controlling interests

(1,438)

(1,438)

Balance as of September 30, 2022

5,171,752

50,833

596,946

(489,039)

4,019

792,533

4,073,876

181,182

529,303

10,911,405

459,954

11,371,359


(i) Cumulative translation adjustment from discontinued operations. The accumulated effects were reclassified to income as a result of the sale of Oxiteno.
(ii) These amounts are substantially represented by non-controlling shareholders of Iconic and Serra Diesel.

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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended September 30, 2023 and 2022
(In thousands of Brazilian Reais)


 

 

    Parent

 

Consolidated

 

Note

09/30/2023

 

09/30/2022

 

09/30/2023

 

09/30/2022

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income from continuing operations

 

1,340,795

 

668,714

 

1,403,759

 

694,180

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

 

 

 

 

 

 

 

 

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

12

(1,378,242)

 

(447,674)

 

(11,714)

 

(10,083)

Amortization of contractual assets with customers - exclusivity rights

11

 

 

445,852

 

333,281

Amortization of right-of-use assets

13

1,633

 

2,746

 

221,292

 

210,497

Depreciation and amortization

14; 15

5,092

 

1,390

 

612,853

 

550,361

Interest and foreign exchange rate variations

 

3,331

 

64,788

 

1,073,225

 

1,208,417

Current and deferred income and social contribution taxes

9.b

16,632

 

(172,873)

 

537,888

 

(2,212)

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

26

(5)

 

(2,845)

 

(104,326)

 

(129,809)

Equity instrument granted 

 

9,171

 

5,011

 

25,464

 

16,790

Provision for decarbonization - CBIO

25

 

 

568,382

 

497,077

Other provisions and others

 

37,357

 

(1,534)

 

153,041

 

12,183

 

 

35,764

 

117,723

 

4,925,716

 

3,380,682

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

210,355

 

(637,704)

Inventories

6

 

 

1,019,521

 

(420,260)

Recoverable taxes

7

(21,057)

 

(39,081)

 

(490,019)

 

(736,159)

Dividends received from subsidiaries, joint ventures and associates

 

1,399,698

 

206,442

 

13,261

 

97

Other assets

 

7,219

 

17,608

 

10,914

 

(176,120)

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

17

(27,094)

 

5,657

 

(2,397,911)

 

270,778

Salaries and related charges

18

(30,570)

 

8,784

 

(4,351)

 

86,093

Taxes payable

19

(758)

 

264

 

(21,012)

 

(41,665)

Other liabilities

 

23,836

 

(5,141)

 

(68,169)

 

67,899

Acquisition of CBIO

15

 

 

(533,319)

 

(542,453)

Payments of contractual assets with customers - exclusivity rights

11

 

 

(363,692)

 

(512,262)

Payment of tax, civil and labor lawsuits

21.a

(15)

 

 

(43,518)

 

Income and social contribution taxes paid

 

 

(15,630)

 

(169,300)

 

(283,331)

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

 

1,387,023

 

296,626

 

2,088,476

 

455,595

Net cash provided by operating activities from discontinued operations

 

-

 

 

 

30,550

Net cash provided (consumed) by operating activities

 

1,387,023

 

296,626

 

2,088,476

 

486,145

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

(162,911)

 

(223,234)

 

186,265

 

902,088

Acquisitions of property, plant and equipment and intangible assets

14; 15

(14,249)

 

(951)

 

(763,272)

 

(850,960)

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

 

-

 

-

 

-

 

3,980,699

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

 

197,802

 

2,212,299

 

425,261

 

2,734,428

Transactions with discontinued operations

 

 

 

 

987,895

Capital decrease and increase in subsidiaries and joint ventures

12

721,635

 

(325,928)

 

 

(28,000)

Net cash consumed by subsidiaries acquisition

 

(60,930)

 

(579,018)

 

(265,505)

 

Investment purchase and sale transactions and other assets

 

 

 

(38,143)

 

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

 

681,347

 

1,083,168

 

(455,394)

 

7,726,150

Net cash consumed by investing activities from discontinued operations

 

-

 

-

 

 

(220,190)

Net cash provided (consumed) by investing activities

 

681,347

 

1,083,168

 

(455,394)

 

7,505,960



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended September 30, 2023 and 2022
(In thousands of Brazilian Reais)


Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

16

 

 

2,903,031

 

1,019,580

Repayments

16

(1,725,000)

 

 

(2,489,304)

 

(4,966,715)

Interest and derivatives paid

16

(118,181)

 

(182,552)

 

(781,533)

 

(961,858)

Payments of lease

 

 

 

 

 

 

 

 

Principal

13

(1,532)

 

(3,557)

 

(152,234)

 

(266,028)

Interest paid

13

(504)

 

(52)

 

(112,009)

 

(6,868)

Dividends paid

 

(380,561)

 

(632,060)

 

(399,952)

 

(634,675)

Proceeds from financial liabilities of customers

 

 

 

6,643

 

Payments of financial liabilities of customers

 

 

 

(140,434)

 

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

 

149

 

 

 

21,667

Related parties

 

(6,266)

 

2,875

 

(25,990)

 

(18,926)

Net cash consumed by financing activities from continuing operations

 

(2,231,895)

 

(815,346)

 

(1,191,782)

 

(5,813,823)

Net cash consumed by financing activities from discontinued operations

-

 

-

 

 

(179,025)

Net cash consumed by financing activities

 

(2,231,895)

 

(815,346)

 

(1,191,782)

 

(5,992,848)

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

 

 

 

(25,950)

 

(21,347)

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

 

 

 

 

(19,315)

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

 

(163,525)

 

564,448

 

415,350

 

2,346,575

Decrease in cash and cash equivalents - discontinued operations

 

 

 

 

(387,980)

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

4.a

605,461

 

21,533

 

5,621,769

 

2,280,074

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

 

 

 

-

 

387,980

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

4.a

441,936

 

585,981

 

6,037,119

 

4,626,649

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

 

 

 

-

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

195,591

 

420,812

Addition on contractual assets with customers - exclusivity rights

 

 

 

66,565

 

38,796

Transfer between trade receivables and other assets accounts

 

 

 

25,646

 

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

 

411

 

942

 

411

 

942

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

 

 

 

39,041

 

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

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of value added

For the periods ended September 30, 2023 and 2022
(In thousands of Brazilian Reais)


Parent

Consolidated

Note

09/30/2023

09/30/2022

09/30/2023

09/30/2022

Revenues

Gross revenue from sales and services, except rents and royalties

95,476,150

110,888,998

Rebates, discounts and returns

(701,825)

(706,554)

Allowance for expected credit losses

5

(7,613)

26,170

Amortization of contractual assets with customers - exclusivity rights

11

(445,853)

(333,281)

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

25; 26

(148)

1,084

(405,853)

(284,266)

(148)

1,084

93,915,006

109,591,067

Materials purchased from third parties

Raw materials used

(1,367,670)

(3,414,605)

Cost of products and services sold

(85,122,057)

(99,389,666)

Materials, energy, third-party services and others

121,920

148,520

(1,182,604)

(1,852,940)

Provision for assets losses

17,981

12,096

121,920

148,520

(87,654,350)

(104,645,115)

Gross value added

121,772

149,604

6,260,656

4,945,952

Retentions

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

13.a; 14; 15

(9,534)

(4,136)

(827,858)

(760,858)

Net value added produced by the Company

112,238

145,468

5,432,798

4,185,094

Value added received in transfer

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

12

1,378,242

447,674

11,714

10,083

Rents and royalties

233,666

212,717

Financial income

27

121,875

183,897

673,265

467,451

1,500,117

631,571

918,645

690,251

Value added from continuing operations available for distribution

1,612,355

777,039

6,351,443

4,875,345

Value added from discontinued operations available for distribution

106,516

547,144

Total value added available for distribution

1,612,355

883,555

6,351,443

5,422,489

Distribution of value added

Personnel and related charges

Salaries and wages

114,008

109,929

1,054,993

762,025

Benefits

17,483

15,346

307,760

222,524

Government Severance Indemnity Fund for Employees (FGTS)

6,709

5,564

70,627

54,639

Others

2,719

4,491

81,972

67,489

140,919

135,330

1,515,352

1,106,677

Taxes, fees, and contributions

Federal

46,431

(142,642)

1,549,945

891,356

State

-

295,604

358,868

Municipal

47

1,306

112,070

91,836

46,478

(141,336)

1,957,619

1,342,060

Financial expenses and rents

Interest, exchange variations and financial instruments

47,719

173,906

1,267,115

1,247,263

Rents

3,043

6,762

82,201

8,672

Others

33,401

(66,337)

125,397

476,493

84,163

114,331

1,474,713

1,732,428

Remuneration of own capital

Dividends

273,798

273,798

1,635

Interest on capital

450,004

450,004

Retained earnings

1,066,997

218,710

1,129,961

242,541

1,340,795

668,714

1,403,759

694,180

Value added from continuing operations distributed

1,612,355

777,039

6,351,443

4,875,345

Value added from discontinued operations distributed

106,516

547,144

Value added distributed

1,612,355

883,555

6,351,443

5,422,489

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


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


1 Operations


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


The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 29.


This interim financial information was authorized for issuance by the Board of Directors on November 8, 2023.


a. Principles of consolidation and interest in subsidiaries


a.1 Principles of consolidation


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


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


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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


a.2. Interest in subsidiaries


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


% interest in the share capital

09/30/2023

12/31/2022

Control

Control

Location

Segment

Direct

Indirect

Direct

Indirect

Ipiranga Produtos de Petróleo S.A.

Brazil

Ipiranga

100

-

100

-

am/pm Comestíveis Ltda.

Brazil

Ipiranga

-

100

-

100

Icorban - Correspondente Bancário Ltda.

Brazil

Ipiranga

-

100

-

100

Ipiranga Trading Limited

British Virgin Islands

Ipiranga

-

100

-

100

Tropical Transportes Ipiranga Ltda.

Brazil

Ipiranga

-

100

-

100

Ipiranga Imobiliária Ltda.

Brazil

Ipiranga

-

100

-

100

Ipiranga Logística Ltda.

Brazil

Ipiranga

-

100

-

100

Oil Trading Importadora e Exportadora Ltda.

Brazil

Ipiranga

-

100

-

100

Iconic Lubrificantes S.A.

Brazil

Ipiranga

-

56

-

56

Integra Frotas Ltda.

Brazil

Ipiranga

-

100

-

100

Imaven Imóveis Ltda.(10)

Brazil

Others

-

-

-

100

Ultragaz Participações Ltda.

Brazil

Ultragaz

100

-

100

-

Ultragaz Energia Ltda. and subsidiaries (4)

Brazil

Ultragaz

-

100

-

100

Companhia Ultragaz S.A.(3)

Brazil

Ultragaz

-

99

-

99

   Nova Paraná Distribuidora de Gás Ltda.(1)

Brazil

Ultragaz

-

100

-

100

   Utingás Armazenadora S.A.

Brazil

Ultragaz

-

57

-

57

Bahiana Distribuidora de Gás Ltda.

Brazil

Ultragaz

-

100

-

100

LPG International Inc.

Cayman Islands

Ultragaz

-

-

-

100

   NEOgás do Brasil Gas Natural Comprimido S.A.(5)

Brazil

Ultragaz

-

100

-

-

UVC Investimentos Ltda

Brazil

Others

100

-

100

-

Centro de Conveniências Millennium Ltda. and subsidiaries

Brazil

Others

100

-

100

-

Ultracargo - Operações Logísticas e Participações Ltda.

Brazil

Ultracargo

100

-

100

-

Ultracargo Logística S.A.

Brazil

Ultracargo

-

99

-

99

TEAS – Terminal Exportador de Álcool de Santos Ltda.(8)

Brazil

Ultracargo

-

-

-

100

Ultracargo Soluções Logísticas S.A.(2)

Brazil

Ultracargo

-

100

-

100

Ultrapar International S.A.

Luxembourg

Others

100

-

100

-

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

Brazil

Others

-

100

-

100

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

Brazil

Others

100

-

100

-

Imaven Imóveis Ltda.(10)

Brazil

Others

100

-

-

-

Eaí Clube Automobilista S.A.

Brazil

Others

100

-

100

-

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda (7)

Brazil

Others

-

100

-

-

Abastece Aí Participações S.A.(9)

Brazil

Others

-

100

-

-

Ultrapar Empreendimentos Ltda (8)

Brazil

Others

100

-

-

-

Serra Diesel Transportador Revendedor Retalhista Ltda.(11)

Brazil

Others

-

60

-

-


The percentages in the table above are rounded.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



(1) Non-operating company in closing phase.
(2) On June 16, 2023, the name of subsidiary Ultracargo Vila do Conde Logística Portuária S.A. was changed to Ultracargo Soluções Logísticas S.A.
(3) On August 1, 2022, the subsidiary Companhia Ultragaz S.A. (“Ultragaz”) became directly controlled by Ultrapar. In November 2022, Ultragaz became an investee of Ultragaz Participações Ltda.
(4) On November 18, 2022, the name of subsidiary Ultragaz Comercial Ltda. was changed to Ultragaz Energia Ltda.
(5) On November 21, 2022, Ultrapar through its subsidiary Companhia Ultragaz S.A, signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. The closing of the acquisition occurred on February 1, 2023.
(6) Company established on February 28, 2023 with the purpose of holding interests in other companies.
(7) On April 13, 2023, the company was acquired by Eaí Clube Automobilista S.A. The acquisition was made at book value.
(8) On April 27, 2023, the company was merged into Ultracargo Logística S.A.
(9) Company established on June 1, 2023 with the purpose of holding interests in other companies.
(10) On April 28, 2023, Imaven Imóveis Ltda. (“Imaven”), performed a partial spin-off of its assets, and the spin-off part was merged into the equity of the subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, Imaven became directly controlled by Ultrapar. The entire transaction was carried out under common control and at book values.
(11) On May 21, 2023, the Company, through its subsidiary Ultrapar Empreendimentos Ltda., signed an agreement for the acquisition of a 60% interest in Serra Diesel Transportador Revendedor Retalhista Ltda. The closing of the transaction occurred on September 1, 2023.

b. Main events that occurred in the period


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


On November 21, 2022, Ultrapar, through its subsidiary Companhia Ultragaz S.A, signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. (“NEOgás”). The transaction was closed on February 1st, 2023. For further information, see Note 32.b.

 

b.2 Acquisition of Terminal de Combustíveis Paulínia S.A. (“Opila”)


On April 19, 2023, Ultrapar, through its subsidiary Ultracargo Logística S.A, signed an agreement for the acquisition of a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), held by Copersucar S.A. The closing of the transaction occurred on July 1st, 2023. For further information, see Note 32.c.


b.3 Acquisition of Serra Diesel Transportador Revendedor Retalhista Ltda.


On May 21, 2023, Ultrapar, through its subsidiary Ultrapar Empreendimentos Ltda., signed an agreement for the acquisition of 60% of the shares of Serra Diesel Transportador Revendedor Retalhista Ltda. The transaction was concluded on September 1st, 2023. The acquisition complements Ultrapar's activities in the distribution of liquid fuels. For further information, see Note 32.d.


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



2 Basis of preparation and presentation of individual and consolidated interim financial information


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


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


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


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


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


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


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

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

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


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


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


3 New accounting policies and changes in accounting policies adopted

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

 

As of 2023, the Company and its subsidiaries adopted IFRS 9 for hedge accounting and did not identify any material impact on its financial information. For further information, see Note 30.h.

 

a. New accounting policies and changes in accounting policies

 

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

 

a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/or after January 1, 2023 had no significant impact on the interim financial information for the period ended September 30, 2023:

  • CPC 26 (R1)/IAS 1 – Classification of Liabilities as Current or Non-current
  • CPC 26 (R1)/IAS 1 and Practical Expedient 2 of IFRS – Disclosure of Accounting Policies
  • CPC 23/IAS 8 – Definition of Accounting Estimates
  • CPC 32/IAS 12 – Deferred Tax Related to Assets and Liabilities arising from a Single Transaction Applicable
  • CPC 50/IFRS 17 – Insurance Contracts

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


  

a.2 Accounting policies not adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and ISSB ("International Sustainability Standards Board") were not adopted since they are not effective in the period ended September 30, 2023. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact of their adoption on their future individual and consolidated interim financial information.

  • CPC 06 (R2)/IFRS 16 – Leases
  • IAS 1 – Non-current Liabilities with Covenants
  • IAS 12 – International Tax Reform
  • IFRS 7 and IAS 7 – Supplier Finance Arrangements
  • IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 – Climate-related Disclosures (*)

(*) The Company and its subsidiaries are evaluating the impacts resulting from the adoption of these standards.


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

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


The financial assets were classified based on business model of the Company and its subsidiaries and are disclosed in Note 30.i.


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


a.              Cash and cash equivalents


Cash and cash equivalents are presented as follows:

Parent

Consolidated

09/30/2023


12/31/2022

09/30/2023

12/31/2022

Cash and banks


In local currency

3,181


1,919

211,024

105,986

In foreign currency


24,389

5,811

Financial investments considered cash equivalents


In local currency


Securities and funds in local currency

438,755


603,542

5,355,797

5,204,766

In foreign currency


Securities and funds in foreign currency


445,909

305,206

Total cash and cash equivalents

441,936


605,461

6,037,119

5,621,769


b. Financial investments and derivative financial instruments


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


Parent

Consolidated

09/30/2023


12/31/2022

09/30/2023

12/31/2022

Financial investments


In local currency


Securities and funds in local currency


82,850

406,683

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

202,775


707,634

556,510


Total financial investments and derivative financial instruments

202,775


790,484

963,193

Current


209,205

520,352

Non-current

202,775


581,279

442,841


(a)  Accumulated gains, net of withholding income tax (see Note 30.g).



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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


a. Trade receivables


The breakdown of trade receivables is as follows:


09/30/2023

12/31/2022

Domestic customers

4,247,820

4,527,167

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

64

Foreign customers

74,595

3,401

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

3,387

2,695

4,325,802

4,533,327

(-) Allowance for expected credit losses

(362,909)

(322,753)

Total

3,962,893

4,210,574

Current

3,959,286

4,149,111

Non-current

3,607

61,463


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


Past due

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2023

4,325,802

3,516,819

71,062

41,049

24,780

57,812

614,280

12/31/2022

4,533,327

3,930,178

20,873

18,741

21,482

46,586

495,467


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


 

 

 

Past due

 

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2023

362,909

16,050

1,864

1,858

1,794

19,303

322,040

12/31/2022

322,753

21,425

1,747

1,384

4,913

15,222

278,062


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

Balance as of December 31, 2022

322,753

Additions

110,759

Reversals

(60,609)

Write-offs

(9,994)

Balance as of September 30, 2023

362,909

For further information on the allowance for expected credit losses, see Note 30.d.3.


b. Reseller financing


The breakdown of reseller financing is comprised as follows:


 

09/30/2023

 

12/31/2022

Reseller financing – Ipiranga

1,183,079

 

1,234,634

(-) Allowance for expected credit losses

(138,397)

 

(173,287)

 

1,044,682

 

1,061,347

Current

503,085

 

559,825

Non-current

541,597

 

501,522


20


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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


Past due

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2023

1,183,079

842,340

7,355

9,712

5,272

10,650

307,750

12/31/2022

1,234,634

826,210

8,944

3,892

11,040

11,943

372,605

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


Past due

Total

Current

less than 30 days

31-60 days

61-90 days

91-180 days

more than 180 days

09/30/2023

138,397

5,826

352

901

731

3,900

126,687

12/31/2022

173,287

1,327

483

1,132

3,704

4,937

161,704


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

Balance as of December 31, 2022

173,287

Additions

21,765

Reversals

(50,207)

Write-offs

(6,448)

Balance as of September 30, 2023

138,397


For further information on the allowance for expected credit losses, see Note 30.d.3.

c. Trade receivables - sale of subsidiaries

The breakdown of other receivables is comprised as follows:

 

Parent

 

Consolidated

 

09/30/2023

 

12/31/2022

 

09/30/2023

 

12/31/2022

Sale of subsidiary Oxiteno:

 

 

 

 

 

 

 

Receivables from sale of investments (i)

 

 

751,140

 

782,655

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

 

 

(21,344)

 

(55,598)

Sale of subsidiary Extrafarma:

 

 

 

 

 

 

 

Receivables from sale of investments (iii)

202,364

 

369,508

 

202,364

 

369,508

 

202,364

 

369,508

 

932,160

 

1,096,565

Current

202,364

 

184,754

 

932,160

 

184,754

Non-current

 

184,754

 

 

911,811


(i) Refers to the final installment of the sale of Oxiteno, in the amount of USD 150 million, due in April 2024. In May 2022 Ultrapar made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Oxiteno to Ultrapar International.
(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.1741%. The amount as of September 30, 2023,  includes present value realization and exchange variation of transaction closing date until September 30, 2023.
(iii) Refers to part of the payment of the Extrafarma sale transaction, in two installments with equal value, being the first settled in August 2023, and the second maturing in August 2024, monetarily adjusted by the CDI rate + 0.5% p.a. In December 2022, the subsidiary IPP made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Extrafarma to parent Ultrapar.


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



6 Inventories (Consolidated)


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


09/30/2023

12/31/2022

Fuels, lubricants and greases

3,008,651

3,782,522

Raw materials

275,090

380,993

Liquified petroleum gas - LPG

122,109

143,516

Consumable materials and other items for resale

123,701

125,239

Purchase for future delivery (1)

362,177

453,817

Properties for resale

22,221

19,996

3,913,949

4,906,083


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


Movements in the provision for losses are as follows:


Balance as of December 31, 2022

21,926

Reversal of provision for obsolescence and other losses

(6,295)

Reversal of provision for adjustment to realizable value

(5,338)

Balance as of September 30, 2023

10,293


7 Recoverable taxes (Consolidated)


a. Recoverable taxes

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

 

09/30/2023

 

12/31/2022

ICMS - State VAT (a.1)

1,470,719

 

1,312,990

PIS and COFINS - Federal VAT (a.2)

2,354,288

 

2,410,736

Others

81,201

 

59,545

Total

3,906,208

 

3,783,271

Current

1,386,074

 

1,610,312

Non-current

2,520,134

 

2,172,959

 

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


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

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


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

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

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

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

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


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

The Company, through its subsidiaries Ipiranga and Ultragaz, has credits in the amount of R$ 672,484 (R$ 971,373 as of December 31, 2022) from the LC 192/22. The Management estimates the realization of these credits within up to 5 years from the constitution date.

b. Recoverable income and social contribution taxes

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


Consolidated

09/30/2023

12/31/2022

IRPJ and CSLL

405,849

499,517

Current

93,232

96,134

Non-current

312,617

403,383


8 Related parties


a. Related parties


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


a.1 Parent


 

09/30/2023

 

Assets

 

Liabilities

 

Other receivables

 

Related parties

 

Related parties

 

Other payables

Ipiranga Produtos de Petróleo S.A.

52,159

 

 

 

1,720

Cia Ultragaz S.A.

9,427

 

6,677

 

 

149

Ultracargo Logística S.A.

3,232

 

 

 

152

Eaí Clube Automobilista S.A.

520

 

 

 

UVC Investimentos Ltda

212

 

 

 

40

am/pm Comestíveis Ltda.

2,494

 

 

 

50

Iconic Lubrificantes S.A.

51

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

Others

41

 

 

 

232

Total

68,136

 

6,677

 

2,875

 

2,343


 

12/31/2022

 

09/30/2022

 

Assets

 

Liabilities

 

 

 

Other receivables

 

Related parties

 

Other payables

 

Financial result

Ipiranga Produtos de Petróleo S.A.

79,070

 

 

111

 

29,495

Cia Ultragaz S.A.

15,198

 

 

28

 

13,260

Ultracargo Logística S.A.

3,940

 

 

 

Eaí Clube Automobilista S.A.

487

 

 

 

UVC Investimentos Ltda

21

 

 

 

am/pm Comestíveis Ltda.

57

 

 

 

Iconic Lubrificantes S.A.

12

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

2,875

 

 

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

4

 

 

30

 

Others

89

 

 

431

 

Total

98,878

 

2,875

 

600

 

42,755

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


a.2 Consolidated

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

 

09/30/2023

 Loans (1)

Commercial transactions

Trading transactions

Assets

Liabilities

Related parties

Receivables

Trade payables

Sales and services provided

Purchases

Química da Bahia Indústria e Comércio S.A.

2,875

Refinaria de Petróleo Riograndense S.A.

8,405

343,450

União Vopak Armazéns Gerais Ltda.

469

Latitude Logística Portuária S.A.  

6,616

Nordeste Logistica I S.A.

26

Nordeste Logistica III S.A.

21

Navegantes Logística Portuária S.A.

13,300

Chevron (Thailand) Limited (2)

483

Chevron Latin America Marketing LLC (2)

73

Chevron Marine Products (2)

3,249

9,427

Chevron Oronite Brasil Ltda. (2)

52,385

128,306

Chevron Products Company (2)

110,254

253,373

Chevron Belgium NV (2)

1,266

20,550

Chevron Lubricants Lanka PLC (2)

65

65

MLF Holding LTDA (3)

14

Others

373

Total

19,916

3,248

3,387

172,357

10,444

745,693


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


 

12/31/2022

 

09/30/2022

 

Loans (1)

 

Commercial transactions

 

Trading transactions

 

Liabilities

 

Receivables

 

Trade payables

 

Sales and services provided

 

Purchases

Química da Bahia Indústria e Comércio S.A.

2,875

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

 

 

26,062

 

 

197,743

União Vopak Armazéns Gerais Ltda.

 

61

 

 

588

 

Latitude Logística Portuária S.A.      

 

3

 

346

 

 

Nordeste Logistica I S.A.

 

 

22

 

 

Nordeste Logistica III S.A.

 

 

17

 

 

Chevron (Thailand) Limited (2)

 

 

113

 

 

799

Chevron Latin America Marketing LLC (2)

 

34

 

 

 

Chevron Lubricants Oils S.A. (2)

 

403

 

 

475

 

Chevron Marine Products (2)

 

1,950

 

 

10,670

 

Chevron Oronite Brasil Ltda. (2)

 

 

53,912

 

 

114,529

Chevron Products Company (2)

 

 

178,846

 

 

501,960

Chevron Belgium NV (2)

 

 

326

 

 

9,913

Chevron Petroleum CO Colombia (2)

 

220

 

 

220

 

Chevron Brasil Óleos Básicos Ltda. (2)

 

 

 

 

Chevron Lubricants Lanka PLC (2)

 

88

 

 

88

 

Others

617

 

 

 

 

Total

3,492

 

2,759

 

259,644

 

12,041

 

824,944

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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


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


b. Key executives (Consolidated)


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


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

 

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

 

09/30/2023

 

09/30/2022

Short-term compensation

36,908

 

45,208

Stock compensation

22,838

 

12,670

Post-employment benefits

2,227

 

2,622

Total

61,973

 

60,500

c. Deferred stock plan (Consolidated)

Since 2003 Ultrapar has adopted a stock plan in which the executive has the benefit from shares held in treasury until the transfer of the full ownership of the shares to those eligible members of management after five to seven years from the initial grant of the rights subject to uninterrupted employment of the participant during the period. The volume of shares and the executives eligible are determined by the Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors members are not eligible to participate in the stock plan. The fair value of the grants was determined on the grant date based on the market value of the shares on B3, the Brazilian Securities, Commodities and Futures Exchange, and the amounts are amortized between five to seven years from the grant date. The last grants of this plan occurred in 2016 and the transfers were concluded in 2023.


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


Grant date

Number of shares granted

Vesting period

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

Total grant costs, including taxes

Accumulated recognized grant costs

Accumulated unrecognized grant costs

March 4, 2016

2023

32.72

9,732

(9,732)

Balance as of September 30, 2023

9,732

(9,732)


For the nine-month period ended September 30, 2023, the amortization of R$ 88 (reversal of R$ 406 in the period ended September 30, 2022) was recognized as general and administrative expense.


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


Balance as of December 31, 2022

66,664

Shares transferred to executives

(66,664)

Balance as of September 30, 2023

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.


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

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

 

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


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

Program

Grant date

Number of shares granted (Quantity)

Vesting period

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

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

Accumulated recognized exercisable grant costs (in R$ thousands)

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 19, 2018

80,000

2024

19.58

2,675

(2,229)

446

Restricted

April 3, 2019

28,270

2024

23.25

3,181

(3,059)

122

Restricted

September 2, 2019

240,000

2025

16.42

6,756

(4,598)

2,158

Restricted

April 1, 2020

95,738

2024 to 2025

12.53

2,235

(1,760)

475

Performance

April 1, 2020

151,822

2024 to 2025

12.53

3,412

(2,845)

567

Restricted

September 16, 2020

140,000

2026

23.03

5,464

(2,808)

2,656

Restricted

April 7, 2021

353,506

2024

21.00

13,881

(11,567)

2,314

Performance

April 7, 2021

550,176

2024

21.00

21,596

(18,620)

2,976

Restricted

September 22, 2021

1,000,000

2027

14.17

24,363

(8,568)

15,795

Restricted

April 6, 2022

705,687

2025

14.16

18,802

(9,995)

8,807

Performance

April 6, 2022

877,524

2025

14.16

23,336

(12,737)

10,599

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

(6,939)

57,109

Restricted

December 7, 2022

1,500,000

2032

13.47

38,104

(3,156)

34,948

Restricted

April 20, 2023

311,324

2025

14.50

7,472

(1,868)

5,604

Restricted

April 20, 2023

1,210,270

2026

14.50

32,713

(5,452)

27,261

Performance

April 20, 2023

1,210,270

2026

14.50

32,713

(5,452)

27,261

Restricted

09/20/2023

3,800,000

2033

18.75

132,775

-

132,775

14,894,587

433,526

(101,653)

331,873


Balance as of December 31, 2022

 

8,934,704

Shares granted during the period

 

6,804,064

Cancellation of granted shares due to termination of executive employment

 

(430,082)

Shares transferred (vesting)

 

(414,099)

Balance as of September 30, 2023

 

14,894,587


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



The Company does not have shares that were not transferred after the period for transfer of bare ownership of the shares. For the nine-month period ended September 30, 2023, an expense in the amount of R$ 47,134 was recognized in relation to the Plan (R$ 26,361 for the period ended September 30, 2022).


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

 

9 Income and social contribution taxes


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


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


Parent

Consolidated

09/30/2023

12/31/2022

09/30/2023

12/31/2022

Assets - deferred income and social contribution taxes on:

Provision for losses with assets

45,174

47,436

Provision for tax, civil and labor risks

60,254

48,376

275,068

225,585

Provision for post-employment benefits

996

911

77,367

74,644

Provision for differences between cash and accrual basis (i)

74,845

63,330

Goodwill

3,301

3,561

Business combination – tax basis vs. accounting basis of goodwill

9,492

17,575

Provision for asset retirement obligation

15,728

15,737

Operating provisions

4,068

6,090

240,168

132,657

Provision for profit sharing and bonus

8,380

14,453

61,371

69,588

Leases payable

342

317

70,673

60,484

Change in fair value of subscription warrants

16,160

9,224

16,160

9,224

Provision for deferred revenue

6,644

8,121

Other temporary differences

6,408

5,575

82,753

43,715

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

78,999

65,505

397,982

283,238

Total

175,607

150,451

1,376,726

1,054,895

Offset liability balance

(19,228)

(189,593)

(156,660)

Net balances of deferred tax assets

156,379

150,451

1,187,133

898,235

Liabilities - deferred income and social contribution taxes on:

Revaluation of property, plant and equipment

387

Leases payable

171

Provision for differences between cash and accrual basis (i)

19,228

40,395

9,389

Goodwill

17,576

27,691

Business combination - fair value of assets

59,464

61,521

Provision for deferred revenue

2

Provision for post-employment benefits

2

Other temporary differences

72,431

57,800

Total

19,228

189,870

156,959

Offset asset balance

(19,228)

(189,593)

(156,660)

Net balance of deferred tax liabilities

277

299


(i) Refers, mainly, to the income and social contribution taxes on the exchange variation of the derivative instruments.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

Parent

Consolidated

Balance as of December 31, 2022

150,451

897,936

Deferred IRPJ and CSLL recognized in income for the year

5,927

276,190

Deferred IRPJ and CSLL recognized in other comprehensive income

12,517

Others

1

213

Balance as of September 30, 2023

156,379

1,186,856


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


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

Parent

Consolidated

09/30/2023

09/30/2022

09/30/2023

09/30/2022

Income before taxes

1,357,427

495,841

1,941,647

691,968

Statutory tax rates - %

34

34

34

34

Income and social contribution taxes at the statutory tax rates

(461,525)

(168,586)

(660,160)

(235,269)

Adjustments to the statutory income and social contribution taxes:

Nondeductible expenses (i)

(2,495)

(3,982)

(8,374)

(10,135)

Nontaxable revenues (ii)

8,939

5,345

79,864

20,621

Adjustment to estimated income (iii)

2,215

8,538

Unrecorded deferred income and social contribution tax carryforwards (iv)

(13,660)

(2,387)

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

468,602

152,209

3,983

3,428

Interest on capital

153,000

153,003

Other adjustments

(30,153)

34,887

(8,682)

12,253

Income and social contribution taxes before tax incentives

(16,632)

172,873

(604,814)

(49,948)

Tax incentives – SUDENE (9.c)

-

66,926

52,160

Income and social contribution taxes in the statement of income

(16,632)

172,873

(537,888)

2,212

Current

(22,559)

151,129

(814,078)

(414,186)

Deferred

5,927

21,744

276,190

416,398

Effective IRPJ and CSLL rates - %

1.2

(34.9)

27.7

(0.3)


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


c. Tax incentives – SUDENE

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


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



Subsidiary

Units

Incentive - %

Expiration

Bahiana Distribuidora de Gás Ltda.

Mataripe base

75

2024

Caucaia base

75

2025

Juazeiro base

75

2026

Aracaju base

75

2027

Suape base

75

2027

Ultracargo Logística S.A.

Aratu Terminal(1)

75

2032

Suape Terminal

75

2030

Itaqui Terminal

75

2030


(1) In August 2023, the renewal of the tax benefit for the Aratu Terminal was approved, effective from January 1, 2023 to December 31, 2032. The subsidiary Ultracargo filed a request with the Brazilian Federal Revenue to use the retroactive benefit from January 1, 2023.

d. Tax loss carryforwards


As of September 30, 2023, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, which do not expire.


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

 

09/30/2023

 

12/31/2022

Oil Trading

88,040

 

93,627

Ultrapar (i)

78,999

 

65,505

Abastece aí

87,025

 

66,347

Ipiranga

95,906

 

28,894

Ultracargo Vila do Conde

33,412

 

22,313

Others

14,600

 

6,552

 

397,982

 

283,238


(i) Includes the amount of R$ 27,872 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of September 30, 2023 (R$ 33,663 as of December 31, 2022).


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

09/30/2023

12/31/2022

Neogás

48,599

-

Integra Frotas

13,463

12,394

Millennium

7,925

6,154

Others

7,919

997

77,906

19,545


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

The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the levy of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered credits of this nature in the amount of R$ 140,066 as of September 30, 2023 (R$ 128,420 as of December 31, 2022).



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

10 Prepaid expenses (Consolidated)

 

09/30/2023

12/31/2022

Rents

32,763

26,888

Advertising and publicity

21,796

49,426

Insurance premiums

35,021

48,584

Software maintenance

27,493

26,114

Employee benefits

16,952

6,923

IPVA and IPTU

2,681

1,195

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

18,682

18,204

Other prepaid expenses

22,732

21,178

178,120

198,512

Current

126,890

123,699

Non-current

51,230

74,813

11 Contractual assets with customers - exclusivity rights (Consolidated)

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


Changes are shown below:


Balance as of December 31, 2022

2,205,591

Additions

430,257

Amortization

(445,852)

Balance as of September 30, 2023

2,189,996

Current

744,569

Non-current

1,445,427

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



12 Investments in subsidiaries, joint ventures and associates

 

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

 

 

 

 

 

 

Parent

 

Equity

Profit (loss) for the period

Interest in share capital - %

 

Investments

 

Share of profit (loss) of subsidiaries and joint ventures

 

 

09/30/2023

12/31/2022

 

09/30/2023

09/30/2022

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultracargo - Operações Logísticas e Participações Ltda.

1,666,874

231,546

100

 

1,666,874

1,651,115

 

231,546

165,536

Ipiranga Produtos de Petróleo S.A. (*)

8,767,622

551,028

100

 

8,767,622

8,142,013

 

551,028

291,169

Ultrapar International S.A.

(61,433)

15,213

100

 

(61,433)

(76,646)

 

15,213

(112,103)

UVC

39,343

(3,904)

100

 

39,343

39,123

 

(3,904)

(472)

Centro de Conveniências Millennium Ltda.

12,700

(5,249)

100

 

12,700

11,883

 

(5,249)

(4,960)

Eaí Clube Automobilista S.A.

137,284

(38,953)

100

 

137,284

110,836

 

(38,953)

(41,560)

Ultragaz Participações Ltda.(i)

933,133

621,500

100

 

933,133

2,263,339

 

621,500

128,331

UVC Investimentos Ltda. (iii)

38

(35)

100

 

38

73

 

(35)

(105)

Imaven Imóveis Ltda. (v)

52,051

1,121

100

 

52,051

 

1,121

Ultrapar Empreendimentos Ltda. (vi)

45,933

(68)

100

 

45,933

 

(68)

Joint ventures

 

 

 

 

 

 

 

 

 

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

6,989

(51)

50

 

3,496

3,520

 

(25)

Refinaria de Petróleo Riograndense S.A. (iv)

97,096

18,270

33

 

32,240

25,185

 

6,068

21,838

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

11,629,281

12,170,441

 

1,378,242

447,674

Total provision for equity deficit (B)

 

 

 

 

(61,433)

(76,646)

 

 

 

Total investments (A-B)

 

 

 

 

11,690,714

12,247,087

 

 

 

 

The percentages in the table above are rounded.

 

(*)

 Equity and profit for the period adjusted for unrealized profits between subsidiaries in the amount of R$ 38,977.


(i) Until July 31, 2022, Ultragaz was a subsidiary of Ipiranga Produtos de Petróleo S.A. On August 1, 2022, the Company acquired a 99% interest in Cia. Ultragaz. On November 1, 2022, Ultragaz Participações S.A., which became the direct parent of Companhia Ultragaz S.A. and subsidiaries, was established. For further information, see Note 1.a.2.
(ii) The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, Química da Bahia was an associate of Oxiteno S.A.
(iii) On August 1, 2022, Ultrapar acquired the total shares of UVC Investimentos Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(iv) Investment considers capital loss balances of R$ 10,812 as of September 30, 2023 (R$ 11,356 as of December 31, 2022).
(v) On April 28, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spun-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2022, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(vi) Company established on February 28, 2023 with the purpose of holding interests in other companies.




Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



 

 

 

 

 

Consolidated

 

Equity

Profit (loss) for the period

Interest in share capital - %

 

Investments

 

Share of profit (loss) of joint ventures and associates

 

 

09/30/2023

12/31/2022

 

09/30/2023

09/30/2022

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda (1)

9,292

15,380

50

 

4,646

4,456

 

7,690

(1,369)

Refinaria de Petróleo Riograndense S.A. (2)

97,096

18,270

33

 

32,240

25,186

 

6,067

21,838

Latitude Logística Portuária S.A. (3)

14,810

(1,262)

50

 

7,405

7,638

 

(233)

(2,939)

Navegantes Logística Portuária S.A. (3)

55,752

(14,577)

33

 

18,584

23,250

 

(4,666)

(9,315)

Nordeste Logística I S.A. (3)

20,052

5,145

33

 

6,684

6,340

 

343

1,588

Nordeste Logística II S.A. (3)

52,440

(4,762)

33

 

17,480

19,415

 

(1,935)

(1,581)

Nordeste Logística III S.A. (3)

53,448

3,369

33

 

17,816

17,038

 

779

(638)

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

6,989

(51)

50

 

3,495

3,520

 

(26)

Terminal de Combustíveis Paulínia S.A. ("Opla") (6)

107,112

4,189

50

 

53,556

 

2,095

Other investments

 

302

 

Associates

 

 

 

 

 

 

 

 

 

Transportadora Sulbrasileira de Gás S.A.  (4)

17,998

6,368

25

 

4,500

3,898

 

1,572

2,476

Metalúrgica Plus S.A. (5)

(691)

(220)

33

 

(232)

(157)

 

(73)

(72)

Plenogás Distribuidora de Gás S.A. (5)

1,420

306

33

 

473

615

 

101

95

Other investments

 

29

28

 

 

 

 

 

 

 

 

 

 

 

Goodwill on investments

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A. ("Opla") (6)

 

158,634

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

325,612

111,227

 

11,714

10,083

Total provision for equity deficit (B)

 

 

 

 

(232)

(157)

 

 

 

Total investments (A-B)

 

 

 

 

325,844

111,384

 

 

 

 

The percentages in the table above are rounded.

 

(i) 

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

 

(1) The subsidiary Ultracargo Logística holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage at the port of Paranaguá.
(2) The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
(3)  The subsidiary IPP participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), it participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), it holds an interest in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).
(4) The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(5) The subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended.
(6)

The subsidiary Ultracargo Logística acquired a 50% interest in Opla on July 1, 2023. For further information, see Note 32.c.


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


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

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2022 (i)

12,141,736

 

28,705

 

12,170,441

 

106,843

 

4,384

 

111,227

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

1,372,199

 

6,043

 

1,378,242

 

10,114

 

1,600

 

11,714

Dividends

(1,252,590)

 

 

(1,252,590)

 

(7,500)

 

(1,214)

 

(8,714)

Equity instrument granted (ii)

17,206

 

 

17,206

 

991

 

 

991

Accumulated other comprehensive income

(24,467)

 

988

 

(23,479)

 

 

 

Capital increase in cash

371,569

 

 

371,569

 

 

 

Shareholder transactions - changes of interest

166

 

 

166

 

 

 

Acquisition of Imaven Imóveis Ltda.

60,930

 

 

60,930

 

 

 

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

 

 

 

210,096

 

 

210,096

Capital decrease

(1,093,204)

 

 

(1,093,204)

 

 

 

Other movements

 

 

 

298

 

 

298

Balance as of September 30, 2023 (i)

11,593,545

 

35,736

 

11,629,281

 

320,842

 

4,770

 

325,612

 

Parent

Consolidated

Subsidiaries

Joint ventures

Total

Joint ventures

Associates

Total

Balance as of December 31, 2021 (i)

8,247,649

4,548

8,252,197

71,389

7,204

78,593

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

1,286,248

26,098

1,312,346

9,397

2,784

12,181

Dividends

(352,993)

(4,296)

(357,289)

(4,298)

(2,076)

(6,374)

Equity instrument granted (ii)

14,195

14,195

Accumulated other comprehensive income

1,798

267

2,065

267

267

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

288

(1,440)

(1,152)

(1,440)

(1,440)

Capital increase in cash

369,021

369,021

28,000

28,000

Shareholder transactions - changes of interest

910

3,528

4,438

3,528

(3,528)

Redemption of shares Ultragaz

(23,065)

(23,065)

Acquisition of Cia Ultragaz

1,823,105

1,823,105

Acquisition of UVC Investimentos

(129)

(129)

Movements in discontinued operations

774,709

774,709

Balance as of December 31, 2022 (i)

12,141,736

28,705

12,170,441

106,843

4,384

111,227

(*) Adjusted for unrealized profits between subsidiaries.
(i) Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.
(ii)

Amounts refer to grants of long-term incentives in subsidiaries Ipiranga Produtos de Petróleo S.A., Ultragaz Participações Ltda. and Ultracargo Operações Logísticas Ltda.

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

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

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

  1. Right-of-use assets
  • Consolidated

Weighted average useful life (years)

Balance as of 12/31/2022

Additions and remeasurement (i)

Write-offs

Transfers (ii)

Amortization

Acquisition of subsidiary (iii)

Balance as of 09/30/2023

Cost:

Real estate

10

2,019,898

126,272

(118,296)

4,274

2,032,148

Port areas

29

311,174

4,284

315,458

Vehicles

4

186,455

77,275

(59,860)

35,009

238,879

Equipment

5

26,345

1,311

(1,973)

996

26,679

Others

20

27,846

27,846

2,571,718

209,142

(180,129)

40,279

2,641,010

Accumulated amortization:

Real estate

(634,688)

55,414

(3,356)

(156,465)

(393)

(739,488)

Port areas

(36,773)

(5,826)

(42,599)

Vehicles

(83,902)

58,266

(55,178)

(9,112)

(89,926)

Equipment

(2,850)

1,973

(989)

(157)

(2,023)

Others

(22,128)

(2,834)

(24,962)

(780,341)

115,653

(3,356)

(221,292)

(9,662)

(898,998)

Net amount

1,791,377

209,142

(64,476)

(3,356)

(221,292)

30,617

1,742,012

(i) Considers R$ 195,591 referring to additions and remeasurements between right-of-use assets and leases payable.
(ii) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation.
(iii)   For further information, see Note 32.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



b. Leases payable

The changes in leases payable are shown below:

Balance as of December 31, 2022

1,523,769

Interest accrued

105,160

Payments of leases

(152,234)

Interest payment

(112,009)

Additions and remeasurement

195,591

Write-offs

(58,713)

Acquisition of subsidiary

30,116

Balance as of September 30, 2023

1,531,680

 

 

Current

293,837

Non-current

1,237,843

 

The undiscounted future cash outflows are presented below:

 

 

09/30/2023

 

12/31/2022

Up to 1 year

401,212

 

343,792

1 to 2 years

321,760

 

319,284

2 to 3 years

232,078

 

277,318

3 to 4 years

195,705

 

201,227

4 to 5 years

153,895

 

173,229

More than 5 years

1,037,098

 

1,089,255

Total

2,341,748

 

2,404,105

 

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

 

b.1. Discount rates

 

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

 

Contracts by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

9.85%

From 6 to 10 years

9.67%

From 11 to 15 years

10.18%

More than 15 years

10.39%



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

The effects of inflation for the period ended September 30, 2023 are as follows:

Right-of-use asset, net

Nominal base

1,742,012

Inflated base

2,088,069

19.9%

Leases payable

Nominal base

1,531,680

Inflated base

1,877,744

22.6%

Financial expenses

Nominal base

105,160

Inflated base

126,417

20.2%

Amortization expense

Nominal base

221,292

Inflated base

260,054

17.5%

The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended September 30, 2023 are presented below: 

Potential right of recoverable PIS and COFINS

Cash flow at present value

141,680

Nominal cash flow

216,612


 

36

 

Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

14 Property, plant, and equipment (Consolidated)

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

Weighted average useful life (years)

Balance as of 12/31/2022

Additions

Depreciation

Transfers (i)

Write-offs

Acquisition of subsidiaries

Balance as of 09/30/2023

Cost:

Land

619,116

1,053

3,316

(12,779)

36

610,742

Buildings

36

1,532,506

25,841

140,679

(106,697)

891

1,593,220

Leasehold improvements

11

1,169,326

22,153

59,671

(9,819)

15,225

1,256,556

Machinery and equipment

11

3,186,759

82,975

89,117

(14,095)

109,239

3,453,995

Automotive fuel/lubricant distribution equipment and facilities

13

3,213,123

59,579

126,885

(64,283)

11,534

3,346,838

LPG tanks and bottles

9

920,287

98,124

432

(35,437)

983,406

Vehicles

8

325,094

12,245

1,351

(1,569)

16,963

354,084

Furniture and fixtures

9

201,708

9,440

1,448

(3,430)

1,504

210,670

IT equipment

5

303,023

15,243

3,611

(17,218)

2,145

306,804

Construction in progress

694,726

295,897

(420,371)

5,054

575,306

Advances to suppliers

18,139

6,561

(3,540)

180

21,340

Imports in progress

902

1,848

2,750

12,184,709

630,959

2,599

(265,327)

162,771

12,715,711

Balance as of 12/31/2022

Additions

Depreciation

Transfers (i)

Write-offs

Acquisition of subsidiaries

Balance as of 09/30/2023

Accumulated depreciation:

Buildings

(591,812)

(34,324)

97,042

(438)

(529,532)

Leasehold improvements

(618,256)

(50,752)

7,901

(2,650)

(663,757)

Machinery and equipment

(1,926,954)

(143,076)

13,033

(39,721)

(2,096,718)

Automotive fuel/lubricant distribution equipment and facilities

(2,113,657)

(124,645)

46,612

(4,935)

(2,196,625)

LPG tanks and bottles

(557,260)

(61,662)

29,180

(589,742)

Vehicles

(154,177)

(20,443)

608

(3,459)

(177,471)

Furniture and fixtures

(118,438)

(10,354)

2,756

(699)

(126,735)

IT equipment

(239,978)

(17,867)

15,733

(1,311)

(243,423)

(6,320,532)

(463,123)

212,865

(53,213)

(6,624,003)

Provision for impairment losses:

Land

(146)

(146)

Buildings

-

-

Leasehold improvements

(30)

2

(28)

Machinery and equipment

(1,566)

(18)

250

(1,334)

Automotive fuel/lubricant distribution equipment and facilities

(22)

17

(5)

(1,764)

(18)

-

269

(1,513)

Net amount

5,862,413

630,941

(463,123)

2,599

(52,193)

109,558

6,090,195

(i) Refers to R$ 757 transferred to intangible assets and R$ 3,356 transferred from right-of-use assets.

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

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

15 Intangible assets (Consolidated)

Balances and changes in intangible assets are as follows:

 

Weighted average useful life (years)

Balance as of 12/31/2022

 

Additions

 

Amortizations

 

Transfers (i)

 

Write-offs

 

Exchange rate variation

 

Acquisition of subsidiaries

 

Balance as of 09/30/2023

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

917,775

 

 

 

 

 

 

27,190

 

944,965

Software

5

1,299,088

 

171,354

 

 

757

 

(114,327)

 

 

10,026

 

1,366,898

Distribution rights

14

114,593

 

 

 

 

 

 

44,986

 

159,579

Brands

 

65,647

 

 

 

 

 

(2,605)

 

 

63,042

Trademark rights

31

114,792

 

2

 

 

 

 

 

5,938

 

120,732

Others

3

177

 

 

 

 

(3)

 

 

20,561

 

20,735

Decarbonization credits (CBIO)

 

232,305

 

533,319

 

 

 

(300,527)

 

 

 

465,097

 

 

2,744,377

 

704,675

 

 

757

 

(414,857)

 

(2,605)

 

108,701

 

3,141,048

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(708,659)

 

 

(141,089)

 

 

106,673

 

 

(4,858)

 

(747,933)

Distribution rights

 

(102,037)

 

 

(2,073)

 

 

 

 

(1,152)

 

(105,262)

Trademark rights

 

(14,930)

 

 

(2,784)

 

 

 

 

(112)

 

(17,826)

Others

 

(402)

 

 

(3,784)

 

 

3

 

 

 

(4,183)

 

 

(826,028)

 

 

(149,730)

 

 

106,676

 

 

(6,122)

 

(875,204)

Net amount

 

1,918,349

 

704,675

 

(149,730)

 

757

 

(308,181)

 

(2,605)

 

102,579

 

2,265,844

 

(i) Refers to R$ 757 transferred from property, plant and equipment.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



a. Goodwill

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

Segment

09/30/2023

12/31/2022

Goodwill on the acquisition of:

Ipiranga (i)

Ipiranga

276,724

276,724

União Terminais

Ultracargo

211,089

211,089

Texaco

Ipiranga

177,759

177,759

Iconic (CBLSA)

Ipiranga

69,807

69,807

Temmar

Ultracargo

43,781

43,781

DNP

Ipiranga

24,736

24,736

Repsol

Ultragaz

13,403

13,403

Neogás (ii)

Ultragaz

12,973

Stella (ii)

Ultragaz

99,679

99,679

Serra Diesel

Ultrapar

14,217

TEAS (iii)

Ultracargo

797

797

944,965 917,775

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

(ii) For further information, see Notes 32.a and 32.b.

(iii) On April 27, 2023, the Company was incorporated by Ultracargo Logística S.A.

 

The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the nine-month period ended September 30, 2023, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.


b. Acquisition and provisions for decarbonization credits (Consolidated)


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

 

The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being retired according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”).

 

The obligation is registered under “Provisions for decarbonization credit” in the amount of R$ 568,665 as of September 30, 2023 (R$ 272,969 as of December 31, 2022), in proportion to the annual targets established by ANP, through average acquisition cost of credits already acquired and the fair value of traded credits on B3 on the closing date to the credits to be acquired.

 

On April 25, 2023, was published the Decree No. 11,499/2023, which exceptionally establishes the deadline for retirement of decarbonization credits until September 2023 to meet the 2022 target and until March 2024 to meet the 2023 target.


16 Loans, financing, debentures and derivative financial instruments

a. Composition

  • Parent

Description

09/30/2023

12/31/2022

Index/Currency


Weighted average financial charges 2023


Maturity

Brazilian Reais:



Debentures - 6th issuance

1,800,213

DI


0.0%


2023

Total

1,800,213



Current

1,800,213



Non-current





Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


  •                   Consolidated:

09/30/2023

12/31/2022

Index/Currency


Weighted average financial charges 2023


Maturity

Foreign currency:



Notes in the foreign market

3,875,820

3,973,816

USD


5.3%


2026 and 2029

Foreign loan

1,023,388

1,161,798

USD


4.6%


2024 and 2025

Foreign loan

430,525

-

JPY


1.3%


2025

Foreign loan

123,568

54,542

EUR


4.4%


2024

Total in foreign currency

5,453,301

5,190,156



Brazilian Reais:



Debentures – CRA

3,209,010

3,011,462

IPCA+


5.1%


2024 to 2032

Debentures – CRA

683,424

660,485

%DI


97.5%


2023

Debentures - Ultracargo Logística and Ultracargo Soluções Logísticas S.A.

498,250

482,185

IPCA+


4.1%


2028

CCB (f)

535,759

%DI


109.4%


2025

Debentures – CRA(d)

521,543

-

Fixed rate


11.2%


2027

Debentures – CRA(d)

487,415

-

DI+


0.7%


2027

CDCA (f)

202,010

%DI


108.6%


2024

Debentures – Ultracargo Logística

87,917

81,548

Fixed rate


6.5%


2024

FINEP

1,458

TLP (1)


1.0%


2023 to 2026

CCB (f)

28

DI+


8.7%


2023

Debentures - 6th issuance

1,800,213

%DI


0.0%


2023

Total in Brazilian Reais

6,226,814

6,035,893



Total in foreign currency and Brazilian Reais

11,680,115

11,226,049



Derivative financial instruments (*)

698,038

524,312



Total

12,378,153

11,750,361



Current

2,306,001

3,360,677



Non-current

10,072,152

8,389,684



(*) Accumulated losses (see Note 30.g).

(1) TLP (Long-term Interest Rate) = set by the National Monetary Council, the TLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On September 30, 2023, TLP was fixed at 7.00% p.a.


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

Parent

Consolidated

Balance as of December 31, 2022

1,800,213

11,750,361

New loans and debentures (d; e; f)

2,903,031

Interest accrued

42,968

567,719

Principal payment

(1,725,000)

(2,489,304)

Interest payment

(118,181)

(492,731)

Acquired company balance

111,328

Monetary and exchange rate variation

(198,973)

Change in fair value

52,996

Hedge result

173,726

Balance as of September 30, 2023

12,378,153

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

Consolidated

09/30/2023

12/31/2022

From 1 to 2 years

1,920,422

817,898

From 2 to 3 years

290,062

782,965

From 3 to 4 years

3,356,587

2,268,647

From 4 to 5 years

1,518,193

More than 5 years

2,986,888

4,520,174

10,072,152

8,389,684

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

The Company’s Management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 30.h).


b. Transaction costs

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

 

Effective rate of transaction costs

(% p.a.)

 

Balance as of 12/31/2022

 

Transaction costs

 

Payments

 

Balance as of 09/30/2023

Debentures

0.4

 

68,168

 

23,569

 

(12,284)

 

79,453

Notes in the foreign market

0.1

 

12,405

 

 

(1,712)

 

10,693

Total

 

 

80,573

 

23,569

 

(13,996)

 

90,146



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

Up to 1 year

1 to 2 years

2 to 3 years

3 to 4 years

4 to 5 years

More than 5 years

Total

Debentures

17,410

15,440

15,277

13,713

8,350

9,263

79,453

Notes in the foreign market

2,297

2,293

2,295

1,426

1,417

965

10,693

Total

19,707

17,733

17,572

15,139

9,767

10,228

90,146

c. Guarantees


The financing does not have collateral as of September 30, 2023 and December 31, 2022 and has guarantees and promissory notes in the amount of R$ 11,506,040 as of September 30, 2023 (R$ 9,371,295 as of December 31, 2022).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 110,076 as of September 30, 2023 (R$ 115,451 as of December 31, 2022). 


d. Debentures


In March 2023, the parent company made the settlement of the sixth issuance of debentures, in a single series of 1,725,000 simple debentures, nonconvertible into shares and with unsecured species.


In June 2023, the subsidiary IPP made its twelfth issuance of debentures in the total amount of R$ 618,000, in two series with a total of 618,000 simple debentures, nonconvertible into shares, nominative, book-entry and unsecured, privately placed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose of binding the issuance of CRA. The financial settlement occurred on June 28, 2023.


IPP contracted instruments to hedge against variations in the IPCA, changing the financial charges of the 1st series of debentures to 105.1% of the DI. IPP designated these hedging instruments as a fair value hedge. Therefore, the debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

The debentures have an additional guarantee from Ultrapar, do not have financial covenants and the main characteristics are as follows:


1st series

Amount: 325,791

Unit face value: R$ 1,000.00

Final maturity: June 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: 11.17 % p.a.

Payment of interest: Quarterly

Reprice: Not applicable

2nd series

Amount: 292,209

Unit face value: R$ 1,000.00

Final maturity: June 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: Long-term Rate (DI) + 0.70% p.a.

Payment of interest: Quarterly

Reprice: Not applicable


In July 2023, the subsidiary IPP made its thirteenth issuance of debentures in the total amount of R$ 400,000, in two series with a total of 400,000 simple debentures, nonconvertible into shares, nominative, book-entry and unsecured, privately placed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose of biding the issuance of CRA. The financial settlement occurred on July 28, 2023.


The debentures have an additional guarantee from Ultrapar, do not have financial covenants and the main characteristics are as follows:


1st series

Amount: 200,000

Unit face value: R$ 1,000.00

Final maturity: July 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: 11.17 % p.a.

Payment of interest: Quarterly

Reprice: Not applicable



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



2nd series

Amount: 200,000

Unit face value: R$ 1,000.00

Final maturity: July 15, 2027

Payment of the face value: Lump sum at final maturity

Interest: Long-term Rate (DI) + 0.70% p.a.

Payment of interest: Quarterly

Reprice: Not applicable


e. Foreign loans


On January 9, 2023, the subsidiary Iconic Lubrificantes S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of EUR 22,480 thousand (equivalent to R$ 130,000 at the time of the transaction), with financial charges of EUR + 4.35% and due date on January 9, 2024. The subsidiary Iconic Lubrificantes S.A. contracted instruments to hedge against the interest rate in Euro and exchange rate variation, changing financial charges to 111.9% of the DI.


On January 19, 2023, the subsidiary Companhia Ultragaz S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of JPY 12,564,392 thousand (equivalent to R$ 500,000 at the time of the transaction), with financial charges of JPY + 1.31% and due date on March 13, 2025. The subsidiary Companhia Ultragaz S.A. contracted instruments to hedge against the interest rate in Yen and exchange rate variation, changing financial charges to 109.4% of the DI.


On March 30, 2023, the subsidiary Companhia Ultragaz S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazill in the amount of USD 100,000 thousand (equivalent to R$ 528,600 at the time of the transaction), with financial charges of USD + 4.6% and due date on July 30, 2024. The subsidiary Companhia Ultragaz S.A. contracted instruments to hedge against the interest rate in USD and exchange rate variation, changing financial charges to 110.9% of the DI.


On March 31, 2023, the subsidiary Iconic Lubrificantes S.A. raised financing through Resolution 4131 issued by the Central Bank of Brazil in the amount of USD 9,727 thousand (equivalent to R$ 50,000 at the time of the transaction), with financial charges of USD + 6.4% and due date on April 1, 2024. The subsidiary Iconic Lubrificantes S.A. contracted instruments to hedge against the interest rate in USD and exchange rate variation, changing financial charges to 116.0% of the DI.


The companies designated these hedging instruments as a fair value hedge (see Note 30.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss. The foreign loans are secured by the Company and do not have financial covenants.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


The foreign loans have the maturity distributed as follows:


Maturity

EUR

USD

JPY

R$

Cost in % of DI

Changes (1)

844

1,441

101,562

15,094

Jan/2024

22,471

119,095

111.9%

Apr/2024

9,671

48,431

116.0%

Jul/2024

98,620

493,851

110.9%

Mar/2025

12,746,090

427,121

109.4%

Sept/2025

94,634

473,889

108.5%

Total / weighted average cost

23,315

204,366

12,847,652

1,577,481

110.0%


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


f. Other fundraisings


On March 30, 2023, the subsidiary IPP raised a bank credit note backed by importing operations in the amount of R$ 500,000, with financial charges of 109.40% of the DI, due date on April 2, 2025 without financial covenants.


On June 1st, 2023, the subsidiary IPP raised an Agribusiness Credit Rights Certificate in the amount of R$ 200,000, with financial charges of 108.6% of the DI rate maturing on June 3, 2024 without financial covenants.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



17 Trade payables (consolidated)

a. Trade payables

 

09/30/2023

 

12/31/2022

Domestic suppliers

2,251,658

 

2,777,021

Foreign suppliers

1,425,961

 

1,674,287

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

172,357

 

259,644

 

3,849,976

 

4,710,952

 

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

 

b. Trade payables - reverse factoring

09/30/2023

12/31/2022

Domestic suppliers - reverse factoring

1,174,646

2,429,497

Foreign suppliers - reverse factoring

237,397

1,174,646

2,666,894

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

18 Salaries and related charges (Consolidated)


 

09/30/2023

 

12/31/2022

Provisions on salaries

222,577

 

181,755

Profit sharing, bonus and premium

181,381

 

205,273

Social charges

51,300

 

70,785

Others

4,196

 

3,093

 

459,454

 

460,906



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

19 Taxes payable (Consolidated)

09/30/2023

12/31/2022

ICMS (State VAT)

117,953

131,587

IPI (Federal VAT)

86

4,553

PIS and COFINS (State VAT)

13,287

14,470

ISS (Municipal VAT)

27,869

23,610

Others

13,550

18,210

172,745

192,430

20 Employee benefits and private pension plan (Consolidated)            

a. ULTRAPREV - Associação de Previdência Complementar

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

The balance of R$ 18,682 (R$ 18,204 as of December 31, 2022) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 77 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.

 

In the nine-month period ended September 30, 2023 the subsidiaries contributed R$ 16,851 to Ultraprev (R$ 11,896 in the nine-month period ended September 30, 2022).

 

The total number of participating employees as of September 30, 2023 was 4,103 active participants and 290 retired participants (4,097 active participants and 286 retired participants as of December 31, 2022). In addition, Ultraprev had 23 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 

b. Post-employment benefits (Consolidated)

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

The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of September 30, 2023.


47

Table of Contents


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



09/30/2023

12/31/2022

Health and dental care plan (1)

170,221

164,428

Indemnification of FGTS

38,124

36,357

Seniority bonus

1,739

2,156

Life insurance (1)

13,475

12,615

Total

223,559

215,556

Current

21,965

21,809

Non-current

201,594

193,747

(1) Applicable to IPP, Tropical and Iconic.

 

21 Provisions and contingent liabilities (Consolidated)

a. Provisions for tax, civil and labor risks

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

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

Provisions

Balance as of 12/31/2022

Additions

Reversals

Payments

Interest

Acquisition of subsidiary (i)

Balance as of 09/30/2023

IRPJ and CSLL (a.1)

559,217

14,615

(4,368)

26,716

596,180

Tax

68,434

26,199

(21,723)

(11,272)

19,722

837

82,197

Civil, environmental and regulatory claims (a.2)

93,416

110,433

(20,271)

(19,120)

1,522

458

166,438

Labor litigation (a.3)

73,172

14,555

(14,384)

(13,126)

1,340

61,557

Provision for indemnities (a.4)

150,820

15,420

(6,064)

19,767

179,943

Others

95,113

36,422

(282)

12,258

143,511

Total

1,040,172

217,644

(67,092)

(43,518)

81,325

1,295

1,229,826

Current

22,837

54,401

Non-current

1,017,335

1,175,425

 

(i) For further information, see Note 32.

 

Balances of escrow deposits are as follows:

09/30/2023

12/31/2022

Tax

827,369

790,979

Labor

45,327

42,624

Civil and others

142,976

112,780

1,015,672

946,383

In the nine-month period ended September 30, 2023, the monetary adjustment on escrow deposits amounted to R$ 46,030, recorded with a corresponding entry to financial income in profit or loss.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



a.1 Provision for tax matters

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits, which amounted to R$ 590,112 as of September 30, 2023 (R$ 569,415 as of December 31, 2022). On July 18, 2014, a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention, which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts - Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trials are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.

a.2 Provisions for civil, environmental and regulatory risks

The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former service providers, and indemnities, as well as proceedings related to environmental and regulatory issues in the amount of R$ 166,436 as of September 30, 2023 (R$ 93,416 as of December 31, 2022).

 

a.3 Provision for labor matters

The Company and its subsidiaries maintain provisions of R$ 61,556 as of September 30, 2023 (R$ 73,358 as of December 31, 2022) for labor litigation filed by former employees and by employees of their service providers mainly contesting the non-payment of labor rights.

a.4 Provision for indemnities

On April 1, 2022, Ultrapar concluded the transaction for the sale of Oxiteno, for which it was agreed that the former shareholder, Ultrapar, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 158,521 was recorded, R$ 95,367 related to labor claims, R$ 17,575 related to civil claims and R$ 45,579 related to tax claims, which may be reimbursed to Indorama, in the event of materialization of such losses.

 

On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary IPP, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. A provision for indemnities in the amount of R$ 21,427 was recorded, R$ 13,381 of which related to labor claims, R$ 2,806 to civil claims and R$ 5,240 to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.

 

b. Contingent liabilities (possible)

The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of their external legal advisors and based on these assessments, these claims were not provided for in the interim financial information. The estimated amount of this contingency is R$ 4,156,351 as of September 30, 2023 (R$ 3,601,865 as of December 31, 2022).

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



b.1 Contingent liabilities for tax and social security matters

The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 3,210,944 as of September 30, 2023 (R$ 2,656,479 as of December 31, 2022), mainly represented by:

 

b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products, which are subsequently sold, are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 183,420 as of September 30, 2023 (R$ 182,446 as of December 31, 2022).

 

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,436,022 as of September 30, 2023 (R$ 1,376,199 as of December 31, 2022). Such proceedings arise mostly from: i) credits considered undue in the amount of R$ 191,532 as of September 30, 2023 (R$ 201,408 as of December 31, 2022), ii) alleged non-payment in the amount of R$ 200,437 as of September 30, 2023 (R$ 178,825 as of December 31, 2022); iii) conditioned fruition of tax incentive in the amount of R$ 193,584 as of September 30, 2023 (R$ 193,785 as of December 31, 2022); iv) inventory differences in the amount of R$283,509 as of September 30, 2023 (R$302,143 as of December 31, 2022); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 267,206 (R$ 246,336 as of December 31, 2022).

 

b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 1,374,490 as of September 30, 2023 (R$ 759,469 as of December 31, 2022), mainly represented by:

 

b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 247,645 as of September 30, 2023 (R$ 233,805 as of December 31, 2022), which includes the amount of the income taxes, interest and penalty.


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


The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 679,638 as of September 30, 2023 (R$ 690,052 as of December 31, 2022), mainly represented by:

 

b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE issued a decision against Cia. Ultragaz and imposed a penalty of R$ 36,634 as of September 30, 2023 (R$ 35,617 as of December 31, 2022). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 

b.2.2 The subsidiary Cia. Ultragaz has lawsuits totaling R$ 233,822 as of September 30, 2023 (R$ 255,290 as of December 31, 2022) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.


b.3 Contingent liabilities for labor matter


The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 265,769 as of September 30, 2023 (R$ 255,334 as of December 31, 2022).


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



b.4 Action for damage

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

 

c. Lubricants operation between IPP and Chevron

In the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the interim financial information filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability of R$ 17,713 (R$ 26,010 as of December 31, 2022) are reflected in the consolidation of this interim financial information. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017, related to contingent liabilities, with a balance of R$ 98,804 as of September 30, 2023 (R$ 100,548 as of December 31, 2022). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.

The amount of the provision of Chevron’s liability of R$ 17,713 refers to: (i) R$ 14,588 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,864 labor claims; and (iii) R$ 261 civil, regulatory and environmental claims.


22 Subscription warrants – indemnification

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

On February 23, 2022, August 3, 2022, February 15, 2023 and August 9, 2023, the Board of Directors approved the issuance of, respectively, 43,925, 21,472, 31,211 and 8,199 common shares within the authorized capital limit provided by article 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Extraordinary General Meeting (“EGM”) of the Company held on January 31, 2014.

As set out in the association agreement between the Company and Extrafarma of January 31, 2014, and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 669,421 shares linked to the subscription warrants – indemnification were canceled and not issued. As of September 30, 2023, 3,339,524 shares remain retained linked to subscription warrants – indemnification, which will be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 62,616 (R$ 42,776 as of December 31, 2022).



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



23 Equity

 

a. Share capital

As of September 30, 2023, the subscribed and paid-up capital consists of 1,115,212,490 common shares with no par value (1,115,173,080 as of December 31, 2022), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

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

The price of the outstanding shares on B3 as of September 30, 2023 was R$ 18.75 (R$ 12.61 as of December 31, 2022).

As of September 30, 2023, there were 54,721,468 common shares outstanding abroad in the form of ADRs (58,895,761 shares as of December 31, 2022).

b. Equity instrument granted

The Company has a share-based incentive plan that establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see note 8.c). As of September 30, 2023, the balance of treasury shares granted with right of use was 5,724,008 common shares (6,184,427 as of December 31, 2022).

c. Treasury shares

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

As of September 30, 2023, the balance was R$ 470,510 (R$ 479,674 as of December 31, 2022) and 20,010,287 common shares (19,974,556 as of December 31, 2022) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 23.51.

09/30/2023

Balance of unrestricted shares held in treasury

20,010,287

Balance of treasury shares granted with right of use (see note 23.b)

5,724,008

Total balance of treasury shares as of September 30, 2023

25,734,295


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



d. Capital reserve

 

The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company’s subsidiaries, when the plan is finalized, as mentioned in Note 8.c. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 23, 2022, August 3, 2022, February 15, 2023 and August 9, 2023, there was an increase in the reserve in the amounts of R$ 651, R$ 291, R$ 411 and R$ 149, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 22).


e. Allocation of income for the period

In August 9, 2023, the Board of Directors approved the distribution of dividends in the amount of R$ 273,798, corresponding to R$ 0.25 per common share. The settlement ocurred from August 25, 2023, without remuneration or monetary update, proportionally to the ownership of each shareholder.

24 Net revenue from sales and services (Consolidated)

09/30/2023

09/30/2022

Sales revenue:

Merchandise

94,341,879

110,053,796

Services rendered and others

1,220,336

919,573

Sales returns, rebates and discounts

(701,825)

(706,554)

Amortization of contract assets

(445,851)

(333,281)

Deferred revenue

3,608

330

94,418,147

109,933,864

Taxes on sales

(1,790,318)

(2,256,464)

Net revenue

92,627,829

107,677,400

  

25 Costs and expenses by nature

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

Parent

Consolidated

09/30/2023

09/30/2022

09/30/2023

09/30/2022

Raw materials and materials for use and consumption

(84,833,390)

(101,973,438)

Personnel expenses

(157,934)

(155,043)

(1,696,656)

(1,251,965)

Freight and storage

(1,043,820)

(906,939)

Decarbonization obligation (1)

(568,382)

(497,077)

Services provided by third parties

(52,867)

(60,289)

(475,711)

(311,022)

Depreciation and amortization

(5,092)

(1,390)

(612,853)

(550,361)

Amortization of right-of-use assets

(1,633)

(2,746)

(221,292)

(210,497)

Advertising and marketing

(140,916)

(57,480)

Extemporaneous tax credits

34,247

Other expenses and income, net

(40,260)

(28,106)

(380,271)

(152,568)

SSC/Holding expenses

210,301

228,305

Total

(47,485)

(19,269)

(89,973,291)

(105,877,100)

Classified as:

Cost of products and services sold

(86,378,561)

(102,769,780)

Selling and marketing

(1,612,236)

(1,558,203)

General and administrative expenses

(47,332)

(17,508)

(1,472,315)

(1,135,042)

Other operating income (expenses), net

(153)

(1,761)

(510,179)

(414,075)

Total

(47,485)

(19,269)

(89,973,291)

(105,877,100)

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


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

The gain or loss is determined as the difference between the selling price and residual book value of the investment, property, plant and equipment, and intangible asset. The result for the period ended September 30, 2023, was a gain of R$ 104,326 (gain of R$ 129,809 as of September 30, 2022).

 

27 Financial result, net

Parent

Consolidated

09/30/2023

09/30/2022

09/30/2023

09/30/2022

Financial income:

Interest on financial investments

87,887

160,346

441,915

295,842

Interest from customers

85,883

96,822

Update of subscription warrants (see Note 22)

7,577

7,577

Selic interest on PIS/COFINS credits

94,269

33,487

Update of provisions and other income

33,988

15,974

51,198

33,723









121,875

183,897

673,265

467,451

Financial expenses:

Interest on loans

(44,022)

(160,564)

(1,077,515)

(1,058,104)

Interest on leases payable

(483)

(1,115)

(105,160)

(92,269)

Update of subscription warrants

(20,400)

(20,400)

Bank charges, financial transactions tax, and other taxes

(3,214)

(12,227)

(84,440)

(96,890)

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

(16,497)

54,600

(105,515)

(451,859)

Update of provisions, net, and other expenses

(10,594)

(109,166)

(16,553)









(95,210)

(119,306)

(1,502,196)

(1,715,675)









Total

26,665

64,591

(828,931)

(1,248,224)


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



28 Earnings per share (Parent and Consolidated)

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.c and 22, respectively.

 

07/01/2023 to 09/30/2023

 

01/01/2023 to 09/30/2023

 

07/01/2022 to 09/30/2022

 

01/01/2022 to 09/30/2022

 

Total

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

 

Continuing operations

 

Discontinued operations

 

Total

Basic earnings per share 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

864,854

 

1,340,795

 

170,839

 

(97,738)

 

73,101

 

668,714

 

309,506

 

978,220

Weighted average number of shares outstanding (in thousands)

1,095,190

 

1,095,134

 

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

 

1,091,254

Basic earnings per share - R$

0.7897

 

1.2243

 

0.1566

 

(0.0896)

 

0.0670

 

0.6128

 

0.2836

 

0.8964

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period of the Company

864,854

 

1,340,795

 

170,839

 

(97,738)

 

73,101

 

668,714

 

309,506

 

978,220

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

1,104,256

 

1,104,338

 

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

 

1,097,331

Diluted earnings per share - R$

0.7832

 

1.2141

 

0.1557

 

(0.0891)

 

0.0666

 

0.6094

 

0.2821

 

0.8915

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

1,095,190

 

1,095,134

 

 

 

 

 

1,091,254

 

 

 

 

 

1,091,254

Dilution effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription warrants

3,342

 

3,347

 

 

 

 

 

3,463

 

 

 

 

 

3,463

Stock plan

5,724

 

5,857

 

 

 

 

 

2,614

 

 

 

 

 

2,614

Weighted average number of shares for diluted earnings per share

1,104,256

 

1,104,338

 

 

 

 

 

1,097,331

 

 

 

 

 

1,097,331

 

Earnings per share were adjusted retrospectively by the issuance of 2,574,042 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 22.


29 Segment information

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

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



a. Financial information related to segments

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

09/30/2023

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

83,801,772

8,115,538

758,200

222,172

92,897,682

(269,853)

92,627,829

Transactions with third parties

83,687,139

8,114,273

606,134

220,283

92,627,829

92,627,829

Intersegment transactions

114,633

1,265

152,066

1,889

269,853

(269,853)

Cost of products and services sold

(79,715,288)

(6,463,757)

(263,441)

(191,370)

(86,633,856)

255,295

(86,378,561)

Gross profit

4,086,484

1,651,781

494,759

30,802

6,263,826

(14,558)

6,249,268

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,139,319)

(461,761)

(9,092)

(2,064)

(1,612,236)

(1,612,236)

General and administrative

(873,298)

(228,778)

(123,104)

(261,693)

(1,486,873)

14,558

(1,472,315)

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

152,179

9,783

63

1,357

163,382

(59,056)

104,326

Other operating income (expenses), net

(527,446)

14,337

2,748

182

(510,179)

(510,179)

Operating income (loss)

1,698,600

985,362

365,374

(231,416)

2,817,920

(59,056)

2,758,864

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

(3,448)

29

9,785

5,348

11,714

11,714

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

1,695,152

985,391

375,159

(226,068)

2,829,634

(59,056)

2,770,578

Depreciation of PP&E and amortization of intangible assets

287,395

213,373

77,576

28,222

606,566

606,566

Amortization of contractual assets with customers - exclusivity rights

444,782

1,070

445,852

445,852

Amortization of right-of-use assets

154,224

42,070

23,160

1,838

221,292

221,292

Total depreciation and amortization

886,401

256,513

100,736

30,060

1,273,710

1,273,710

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



09/30/2022

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

98,375,120

8,650,959

638,755

158,621

107,823,455

(146,055)

107,677,400

Transactions with third parties

98,372,217

8,649,057

498,863

157,263

107,677,400

107,677,400

Intersegment transactions

2,903

1,902

139,892

1,358

146,055

(146,055)

Cost of products and services sold

(95,025,764)

(7,479,019)

(252,333)

(136,126)

(102,893,242)

123,462

(102,769,780)

Gross profit

3,349,356

1,171,940

386,422

22,495

4,930,213

(22,593)

4,907,620

Selling and marketing

(1,131,747)

(414,237)

(9,076)

(3,143)

(1,558,203)

(1,558,203)

General and administrative

(657,091)

(178,218)

(95,181)

(227,145)

(1,157,635)

22,593

(1,135,042)

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

128,186

(926)

(166)

2,715

129,809

129,809

Other operating income (expenses), net

(416,344)

8,220

(1,699)

(4,252)

(414,075)

(414,075)

Operating income

1,272,360

586,779

280,300

(209,330)

1,930,109

1,930,109

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

(10,408)

22

(1,369)

21,838

10,083

10,083

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

1,261,952

586,801

278,931

(187,492)

1,940,192

1,940,192

Depreciation of PP&E and amortization of intangible assets

262,747

176,879

70,684

35,188

545,498

545,498

Amortization of contractual assets with customers - exclusivity rights

332,196

1,085

-

333,281

333,281

Amortization of right-of-use assets

135,341

41,789

30,230

3,137

210,497

210,497

Total depreciation and amortization

730,284

219,753

100,914

38,325

1,089,276

1,089,276

 

(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 114,882 in 2023 (R$ 118,760 in 2022) of expenses related to Ultrapar's holding structure.

(2)The “Others” column refers to the parent Ultrapar and the subsidiaries Abastece Aí, Millenium, Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, Ultrapar Empreendimentos, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR. In 2022 the Company ceased to present Abastece Aí as a separate segment, including its balance in the “Others” column.

 

09/30/2023

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

238,462

270,176

210,043

10,734

729,415

(130,000)

599,415

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

30,526

30,526

30,526

Acquisition of intangible assets

103,036

33,917

26,904

163,857

163,857

Payments of contractual assets with customers - exclusivity rights

363,692

363,692

363,692

Decarbonization credits (note 15)

533,319

533,319

533,319


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



09/30/2022

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Eliminations

Total

Acquisition of property, plant and equipment

339,591

228,143

117,537

3,596

688,867

688,867

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

21,680

21,680

21,680

Acquisition of intangible assets

111,377

21,620

4,673

24,423

162,093

162,093

Payments of contractual assets with customers - exclusivity rights

512,262

512,262

512,262

Decarbonization credits (note 15)

542,453

542,453

542,453

09/30/2023

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

23,688,918

3,967,606

3,203,777

5,548,845

36,409,146

36,409,146

12/31/2022

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal

Segments

Total

Total assets (excluding intersegment transactions)

23,342,826

4,281,857

3,045,407

5,770,913

36,441,003

36,441,003


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


b. Geographic area information

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

09/30/2023

09/30/2022

Net revenue from sales and services:

Brazil

91,206,928

106,519,213

Europe

195,292

377,856

Singapore

359,250

United States of America and Canada

960,576

356,642

Other Latin American countries

114,060

58,377

Others

150,973

6,062

Total

92,627,829

107,677,400


30 Risks and financial instruments (Consolidated)


a. Risk management and financial instruments - governance

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

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


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

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


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

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

b. Currency risk

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

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


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

 

b.1 Assets and liabilities in foreign currencies

09/30/2023

12/31/2022

Assets in foreign currency

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

470,298

311,017

Foreign trade receivables, net of allowance for expected credit losses

77,447

6,131

Other receivables

729,796

727,057

Other assets of foreign subsidiaries

66,957

280,738

1,344,498

1,324,943

Liabilities in foreign currency

Financing in foreign currency, gross of transaction costs

(5,472,816)

(5,213,100)

Payables arising from imports

(1,478,537)

(1,939,984)

(6,951,353)

(7,153,084)

Balance (gross) of foreign currency hedging instruments

5,089,332

5,274,302

Net liability position - total

(517,523)

(553,839)

Net liability position - effect on statement of income

(480,503)

(553,839)

Net liability position - effect on equity

(37,020)


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

For the base scenario, the average U.S. dollar rate of R$ 5.1296 (*) was used, based on future market curves as of September 30, 2023, on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement. As of September 30, 2023, the closing rate considered was R$ 5.0076.

The table below shows the effects of the exchange rate changes on the net liability position of R$ 517,523 in foreign currency as of September 30, 2023:

Risk

Probable Scenario

Effect on statement of income

Real devaluation

(8,098)

Effect on equity

Real devaluation

(4,520)

Net effect

(12,618)

Effect on statement of income

Real appreciation

8,098

Effect on equity

Real appreciation

4,520

Net effect

12,618

(*) Average US dollar on September 30, 2023, according to benchmark rates as published by B3.

c. Interest rate risk

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

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


c.1 Assets and liabilities exposed to floating interest rates

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

Note

09/30/2023

12/31/2022

DI

Cash equivalents

4.a

5,355,797

5,204,766

Financial investments

4.b

82,850

406,683

Trade receivables - sale of subsidiaries

5.c

202,364

369,508

Loans and debentures

16

(1,908,636)

(2,460,698)

Liability position of foreign exchange hedging instruments - DI

30.g

(4,677,357)

(2,651,609)

Liability position of fixed interest instruments + IPCA - DI 30.g (3,765,227) (3,416,868)

Net liability position in DI

(4,710,209)

(2,548,218)

TLP


Loans – TLP

16 

(1,458)

Net liability position in TLP

(1,458)

-

Total net liability position exposed to floating interest

(4,711,667)

(2,548,218)


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



c.2 Sensitivity analysis of floating interest rate risk

For the sensitivity analysis of floating rate risks on September 30, 2023, the Company used the market curves of the benchmark indexes (DI and TLP) as a base scenario.

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

09/30/2023

Exposure to floating interest

Risk

Probable Scenario

Effect on interest of cash equivalents and financial investments

Decrease in DI (i)

(530)

Effect on interest of debt in DI

Decrease in DI (i)

38,962

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

Decrease in DI (i)

86,547

Incremental revenues/(expenses)

124,979

Effect on interest of debt in TLP

Decrease in TLP

7

Incremental expenses

7

(i) The annual base rate used was 12.65% and the sensitivity rate was 11.42% according to reference rates made available by B3, proportional to the 9 month period to sensitivity analysis.

 

d. Credit risk

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

d.1 Counterparties credit risk

Such risk results from the inability of counterparties to comply with their financial obligations to the Company and its subsidiaries due to insolvency, in addition to the risk related to assets which composes an exhibition. The Company and its subsidiaries regularly conduct a credit analysis of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, among others, prioritizing security and solidity. The volume of cash and cash equivalents, financial investments, hedging instruments and other assets are subject to maximum limits by each institution and, therefore, require diversification of counterparties.

 

d.2 Government credit risk

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


The credit risk of financial institutions and governments related to cash, cash equivalents, financial investments and hedging instruments as of September 30, 2023, by counterparty rating, is summarized below:

Fair value

Counterparty credit rating

09/30/2023

12/31/2022

AAA

6,282,536

5,720,996

AA

415,375

809,583

A

84,298

3,457

Others (*)

45,394

50,926

Total

6,827,603

6,584,962

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

 

d.3 Customer credit risk

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

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

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


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

09/30/2023

12/31/2022

Ipiranga

373,143

373,514

Ultragaz

125,305

120,076

Ultracargo

2,364

2,450

Others

494

Total

501,306

496,040

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

09/30/2023

12/31/2022

Weighted average rate of losses

Accounting balance

Allowance for expected credit losses

Weighted average rate of losses

Accounting balance

Allowance for expected credit losses

Current

0.5%

4,359,159

21,876

0.5%

4,756,388

22,752

Less than 30 days

2.8%

78,417

2,216

7.5%

29,817

2,230

31-60 days

5.4%

50,761

2,759

11.1%

22,633

2,516

61-90 days

8.4%

30,052

2,525

26.5%

32,522

8,617

91-180 days

33.9%

68,462

23,203

34.4%

58,529

20,159

More than 180 days

48.7%

922,030

448,727

50.7%

868,072

439,766

5,508,881

501,306

5,767,961

496,040

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

09/30/2023

12/31/2022

Brazil

500,669

495,929

United States of America and Canada

61

Other Latin American countries

550

31

Europe

28

5

Others

59

14

501,306

496,040

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


d.4 Commodities price risk

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

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

The table below shows the sensitivity analysis and positions of derivative financial instruments to hedge commodity price risk as of September 30, 2023 and December 31, 2022:

Derivative

Contract

Notional amount (m3)

Notional amount (USD thousand)

Fair value (R$ thousand)

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

Position

Product

Maturity

09/30/2023

12/31/2022

09/30/2023

12/31/2022

09/30/2023

12/31/2022

09/30/2023

12/31/2022

Commodity Forward

Sold

Heating Oil

Jan-24

161,690

158,828

139,395

150,498

(5,970)

(52,214)

(759)

(124,293)

Commodity Forward

Sold

RBOB

Jan-24

9,817

52,466

7,387

31,382

2,905

(15,481)

(214)

(33,404)

(3,065)

(67,695)

(973)

(157,697)


e. Liquidity risk

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

The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 2,724,542 (for quantitative information, see Note 16). As of September 30, 2023, the Company and its subsidiaries had R$ 6,246,324 in cash, cash equivalents, and short-term investments (for quantitative information, see Note 4).

The table below presents a summary of financial liabilities and leases payable as of September 30, 2023 of the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.

Total

Less than 1 year

Between 1 and 3 years

Between 3 and 5 years

More than 5 years

Loans including future contractual interest (1) (2)

14,355,971

2,724,542

3,215,497

5,408,541

3,007,391

Derivative financial instruments (3)

2,580,338

1,029,715

734,681

621,037

194,905

Trade payables

5,024,622

5,024,622

Leases payable

2,341,748

401,212

553,838

349,600

1,037,098

Financial liabilities of customers

419,105

15,965

228,655

174,845

Contingent consideration

89,640

89,640

(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of September 30, 2023.


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


(3) The derivative financial instruments were estimated based on the US dollar futures contracts and the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of September 30, 2023. In the table above, only the hedging instruments with negative results at the time of settlement were considered.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


f. Capital management

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

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

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

The leverage ratio for the end of the period is as follows:

 

Consolidated

 

09/30/2023

 

12/31/2022

Gross debt (a)

13,909,833

 

13,274,130

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

6,827,603

 

6,584,962

Net debt = (a) – (b)

7,082,230

 

6,689,168

Equity

13,243,433

 

12,174,968

Net debt-to-equity ratio

53.48%

 

54.94%

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



g. Selection and use of financial instruments

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

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

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

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 09/30/2023

 

Gains (losses) as of 09/30/2023

 

 

 

 

Assets


Liabilities

 

 

 

 

 

09/30/2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%


53.60% of DI

 

Oct-26

 

30.h.2

 

USD 234,000

 

 

(117,183)

 

(77,648)

 

(37,020)

Foreign exchange swap

 

Financing

 

USD + 5.41%


110.02% of DI

 

Sept-25

 

30.h.1

 

USD 206,067

 

 

(87,173)

 

(189,714)

 

Foreign exchange swap

 

Financing

 

EUR + 5.12%


111.93% of DI

 

Jan-24

 

30.h.1

 

EUR 22,480

 

 

(21,011)

 

(21,786)

 

Foreign exchange swap

 

Financing

 

JPY + 1.50%


109.40% of DI

 

Mar-25

 

30.h.1

 

JPY 12,564,393

 

 

(114,624)

 

(124,604)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%


102.87% of DI

 

Jun-32

 

30.h.1

 

BRL 3,226,054

 

290,380

 

 

11,390

 

Interest rate swap

 

Financing

 

10.15%


104.00% of DI

 

Jun-27

 

30.h.1

 

BRL 415,791

 

 

(9,527)

 

(3,857)

 

Term

 

Firm commitments

 

BRL


Heating Oil/ RBOB

 

Dec-23

 

30.h.1

 

USD 44,856

 

3,441

 

(7,412)

 

(161,383)

 

NDF

 

Firm commitments

 

BRL


USD

 

Oct-23

 

30.h.1

 

USD 89,362

 

834

 

(3,655)

 

8,818

 

 

 

 

 

 


 

 

 

 

 

 

 

 

294,655

 

(360,585)

 

(558,784)

 

(37,020)

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 09/30/2022

 

Gains (losses) as of 09/30/2022

 

 

 

 

Assets


Liabilities

 

 

 

 

 

09/30/2022

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 4.65%


104.87% of DI

 

Sept-23

 

30.h.1

 

USD 125,000

 

130,485

 

 

(83,377)

 

Foreign exchange swap

 

Financing

 

EUR + 3.42%


111.60% of DI

 

Mar-23

 

30.h.1

 

EUR 9,709

 

929

 

 

1,236

 

Foreign exchange swap

 

Financing

 

USD + LIBOR-3M + 1.14%


104.75% of DI

 

-

 

30.h.1

 

-

 

 

 

(21,566)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%


102.87% of DI

 

Jun-32

 

30.h.1

 

BRL 3,226,054

 

160,886

 

(43,819)

 

(78,722)

 

Interest rate swap

 

Financing

 

USD + 6%


0.9994

 

Nov-24

 

30.h.1

 

BRL 90,000

 

 

(10,508)

 

(3,083)

 

Term

 

Firm commitments

 

BRL


Heating Oil/ RBOB

 

Oct-22

 

30.h.1

 

USD 162,296

 

20,787

 

(8,312)

 

(742,568)

 

NDF

 

Firm commitments

 

BRL


USD

 

Oct-22

 

30.h.1

 

USD 187,033

 

909

 

(9,026)

 

47,943

 

 

 

 

 

 


 

 

 

 

 

 

 

 

313,996

 

(71,665)

 

(880,137)

 

 

Derivatives not designated as hedge accounting

 

 

 

 

 

 

Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 09/30/2023

 

Gains (losses) as of 09/30/2023

 

 

 

 

Assets


Liabilities

 

 

 

09/30/2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%


52.99% of CDI

 

Jun-29

 

USD 375,000

 

153,337

 

(49,471)

 

(179,939)

 

NDF

 

Firm commitments

 

USD


BRL

 

Nov-23

 

USD 187,718

 

16,711

 

(1,427)

 

(67,516)

 

Term

 

Firm commitments

 

BRL


Heating Oil/ RBOB

 

Jan-24

 

USD 363

 

980

 

(305)

 

5,808

 

Interest rate swap

 

Financing

 

USD + 5.25%


CDI - 1.36%

 

Jun-29

 

USD 300,000

 

 

(286,457)

 

(30,735)

 

 

 

 

 

 


 

 

 

 

 

 

171,028

 

(337,660)

 

(272,382)

 



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



Product

 

Hedged object

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 09/30/2022

 

Gains (losses) as of 09/30/2022

 

 

 

 

Assets


Liabilities

 

 

 

09/30/2022

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

0.00%


52.5% of CDI

 

Jun-29

 

USD 300,000

 

220,922

 

 

(41,320)

 

NDF

 

Financing

 

USD


BRL

 

Mar-23

 

USD 745,659

 

106,981

 

(62,806)

 

(399,190)

 

Interest rate swap

 

Financing

 

USD + 5.25%


CDI - 1.36%

 

Jun-29

 

USD 300,000

 

 

(277,200)

 

(183,807)

 

 

 

 

 

 


 

 

 

 

 

 

327,903

 

(340,006)

 

(624,317)

 

 

1 Currency as indicated.

2 Amounts, net of income tax.

h. Hedge accounting

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

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

h.1 Fair value hedge

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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

In thousands, except the DI %

09/30/2023

09/30/2022

Notional amount – US$

206,067

125,000

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

(189,714)

(104,943)

Fair value adjustment of debt - R$

13,661

33,614

Financial result of the debt - R$

110,893

14,620

Average effective cost - DI %

110

105

Notional amount – EUR

22,480

9,709

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

(21,786)

1,236

Fair value adjustment of debt - R$

55

(237)

Financial result of the debt - R$

5,533

Average effective cost - DI %

112

112

Notional amount – JPY

12,564,393

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

(124,604)

Fair value adjustment of debt - R$

(6,089)

Financial result of the debt - R$

74,311

Average effective cost - DI %

109

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

In thousands, except the DI %

09/30/2023

09/30/2022

Notional amount – R$

3,226,054

3,226,054

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

14,009

(78,722)

Fair value adjustment of debt - R$

(52,753)

(3,165)

Financial result of the debt - R$

(277,727)

(218,196)

Average effective cost - DI %

102.9

106.7

In thousands, except the DI %

09/30/2023

09/30/2022

Notional amount – R$

415,791

90,000

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

(6,476)

(3,083)

Fair value adjustment of debt - R$

(5,576)

(956)

Financial result of the debt - R$

(10,544)

1,257

Average effective cost - DI %

104.0

99.9

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


In thousands

09/30/2023

 

09/30/2022

Notional amount – US$

134,218

 

176,365

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

(165,938)

 

(399,190)

Notional amount – US$

9,603

 

48,898

 

For further information, see Note 16.

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

h.2            Cash flow hedge

 

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


As of September 30, 2023, the derivative instruments for exchange rate protection designated as cash flow hedges, referring to notes in the foreign market, totaled US$ 234,000 (0 as of December 31, 2022), an unrealized loss R$ 24,433 as of September 30, 2023 was recognized in “Other comprehensive income” (0 as of December 31, 2022), net of deferred income and social contribution taxes.


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

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

 

 

Carrying value

 

Fair value

09/30/2023

Note

Measured at fair value through profit or loss

 

Measured at fair value through other comprehensive income

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

 

235,413

 

 

 

Securities and funds in local currency

4a

 

 

5,355,877

 

 

 

Securities and funds in foreign currency

4.a

 

 

445,909

 

 

 

Financial investments

 

 

 

 

 

 

Securities and funds in local currency

4.b

 

 

82,850

 

 

 

Derivative financial instruments and other financial assets

4.b

707,634

 

 

 

167,357

 

540,277

 

Trade receivables

5.a

 

 

4,325,802

 

 

 

Reseller financing

5.b

 

 

1,183,079

 

 

 

Trade receivables - sale of subsidiaries

5.c

 

 

932,160

 

 

 

Other receivables

 

 

 

258,907

 

 

 

Total

 

707,634

 

 

12,819,997

 

167,357

 

540,277

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Financing

16.a

1,779,491

 

 

4,413,066

 

 

1,779,491

 

Debentures

16.a

4,316,720

 

 

1,170,838

 

 

4,316,720

 

Foreign exchange, interest rate and commodity hedging instruments

16.a

698,039

 

-

 

                -  

 

 

698,039

 

Trade payables

17.a

                 -

 

 

3,849,976

 

 

 

Trade payables - reverse factoring

17.b

 

 

1,174,646

 

 

 

Subscription warrants – indemnification (1)

22

62,616

 

 

 

 

62,616

 

Financial liabilities of customers

-

 

 

353,811

 

 

 

Contingent consideration

32.a

89,640

 

 

 

 

 

89,640

Other payables

 

-

 

-

 

26,327

 

-

 

-

 

-

Total

 

6,946,506

 

-

 

10,988,664

 

 

6,856,866

 

89,640

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



 

 

Carrying value

 

Fair value

12/31/2022

Note

Measured at fair value through profit or loss

 

Measured at fair value through other comprehensive income

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

 

111,797

 

 

 

Securities and funds in local currency

4.a

 

 

5,204,766

 

 

 

Securities and funds in foreign currency

4.a

 

 

305,206

 

 

 

Financial investments

 

 

 

 

 

 

 

 

 

 

 

 

Securities and funds in local currency

4.b

406,683

 

 

 

 

406,683

 

Derivative financial instruments and other financial assets

4.b

556,510

 

 

 

 

556,510

 

Trade receivables

5.a

 

 

4,533,327

 

 

 

Reseller financing

5.b

 

 

1,234,634

 

 

 

Trade receivables - sale of subsidiaries

5.c

 

 

1,096,565

 

 

 

Other receivables

 

 

 

235,586

 

 

 

Total

 

963,193

 

 

12,721,881

 

 

963,193

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Financing

16.a

1,216,341

 

 

3,973,816

 

 

1,216,341

 

Debentures

16.a

3,575,195

 

 

2,460,698

 

 

5,949,028

 

Leases payable

13

 

 

 

 

 

Foreign exchange, interest rate and commodity hedging instruments

16.a

524,311

 

 

                -  

 

 

524,312

 

Trade payables

17.a

 

 

4,710,952

 

 

 

Trade payables - reverse factoring

17.b

 

 

2,666,894

 

 

 

Subscription warrants – indemnification (1)

22

42,776

 

 

                -  

 

 

42,776

 

Financial liabilities of customers

 

450,586

 

 

 

450,586

 

 

Contingent consideration

32.a

89,640

 

 

 

 

 

89,640

Total

 

5,898,849

 

 

13,812,360

 

450,586

 

7,732,457

 

89,640




Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

  • The fair value of cash and banks are identical to their carrying values.
  • Financial investments in investment funds are valued at the fund unit value as of the date of the interim financial information, which corresponds to their fair value.
  • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.
  • The carrying values of trade receivables, reseller financing, trade receivables - sale of subsidiaries, other receivables, trade payables and trade payables - reverse factoring approximate their fair values and the Company calculates their fair value through methodologies commonly used in the market.
  • The balances of subscription warrants - indemnification were measured based on the share price of Ultrapar (UGPA3) as of the interim financial information date and are adjusted to the Company’s dividend yield, since the exercise is only possible from 2020 onwards and they are not entitled to dividends. The number of shares of subscription warrants – indemnification was also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 22).
  • The fair value calculation of notes in the foreign market of Ultrapar International is based on the quoted price in an active market (see Note 16).

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

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

 

Financial instruments were classified as financial assets or liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 4.b), (ii) loans and financing measured at fair value through profit or loss (see Note 16), (iii) guarantees to customers that have vendor arrangements (see Note 16), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 22). Cash, banks, trade receivables and reseller financing are classified as financial assets measured at amortized cost. Trade payables and other payables are classified as financial liabilities measured at amortized cost.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


The financial instruments are classified in the following categories:

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

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

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


31 Commitments (Consolidated)

 

a. Contracts

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

Port

Minimum movement

per year

Maturity

Aratu (*)

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,468,105 m3

2049

 

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

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2023, these rates were R$ 9.22 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.98 per m³ for Itaqui. According to contractual conditions and tolerances, as of September 30, 2023, there were no material pending issues regarding the minimum limits of the contract.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


32 Acquisition of interest

 

a. Stella GD Intermediação de Geração Distribuída de Energia Ltda

 

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

 

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

 

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

 

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

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

 

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


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

 

Assets

 

Cash and cash equivalents

1,586

Receivables

17

Other receivables

119

Property, plant and equipment

515

Intangible assets

902

Liabilities

 

Trade payables

14

Salaries and related charges

217

Taxes payable

9

Other payables

5,378

Goodwill based on expected future profitability

99,679

 

 

Acquisition value

   97,200

 

 

Comprised by

 

Cash

7,560

Contingent consideration to be settled in cash

89,640

Total consideration

97,200



Net cash outflow resulting from acquisition

 

Consideration in cash

7,560

Cash and cash equivalents acquired

(1,586)

Total

5,974

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2022 is not considered relevant,  as well as the contribution to the Company's results since then.


Earnout sensitivity analysis

 

The following table shows information on how the fair value of the contingent consideration was determined considering the basic assumptions used to define earnout. The sensitivity analyses as of September 30, 2023, as shown below, were determined based on possible changes of assumptions, keeping all other assumptions constant.

 

Goals

Changes in goals

Increase in liabilities in R$

 

Changes in goals

Decrease in liabilities in R$

Accounting net cash flow and net revenue

increase by 25.0 p.p.

33,146

 

decrease by 25.0 p.p.

26,940


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

 

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

 

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

 

The total amount of the operation is R$ 165,000 subject to the usual working capital and net debt adjustments. The purchase price comprises the difference between the transaction amount, estimated working capital and net debt adjustments and the primary contribution, made on February 1, 2023, in the amount of R$ 85,290. The initial payment for the operation was made on February 1, 2023 in the amount of R$ 64,263, and the remaining amount of the operation will be settled after compliance with the contractual clauses and was recorded under “Other payables” in the amount of R$ 28,096 to be settled up to 2029. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 12,973. The purchase price allocation (“PPA”) will be completed in 2023.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

 

Assets

 

Cash and cash equivalents

16,807

Receivables

14,999

Inventories

6,626

Recoverable taxes

5,384

Judicial deposits

131

Other receivables

707

 

 

Right-of-use assets, net

5,117

Property, plant and equipment, net

88,323

Intangible assets, net

63,769

 

 

 

 

Liabilities

 

Loans and financing

93,991

Trade payables

17,600

Salaries and related charges

2,341

Taxes payable

860

Provision for tax, civil and labor risks

1,247

Leases payable

5,191

Other payables

3,884

 

 

Goodwill based on expected future profitability

12,973

 

 

Acquisition value

89,722

 

 

Comprised by

 

Cash

68,935

Contingent consideration to be settled

20,787

Total consideration

89,722



Net cash outflow resulting from acquisition

 

Initial consideration in cash

64,263

Subsequently consideration in cash

4,672

Cash and cash equivalents acquired

(16,807)

Total

52,128

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



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

 

Amount of NEOgás’ purchase and sale agreement

165,000

Working capital and net debt estimated adjustments

10,012

Primary contribution

(85,290)

Acquisition value

89,722

 

The effect of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is not considered relevant, as well as the contribution to the Company's results since February 1, 2023.

 

For further details on the property, plant and equipment and intangible assets acquired, see respectively the notes 14 and 15, respectively, and on the provision for tax, civil and labor risks, see note 21.

  

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

  

On July 1st, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), qualifying the transaction as an acquisition of a joint venture as defined in CPC 18 (R2) – Investments in Associates and Joint Ventures and CPC 19 (R2) – Joint Arrangements. The acquisition of interest in Opla marks Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan.

 

The total amount of the operation is R$ 237,500 and is subject to the usual working capital and net debt adjustments. The purchase price includes the transaction amount, including estimated working capital and net debt adjustments. The transaction was paid in a single installment of R$ 210,096 on July 1, 2023. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 158,634. The purchase price allocation (“PPA”) will be completed in 2024.

 

The breakdown of the acquisition value, considering the working capital and net debt adjustments and the goodwill on the transaction is shown below:

 

Equity of the acquired investee

51,462

Goodwill on the transaction

158,634

Acquisition value

210,096

 

d. Serra Diesel Transportador Revendedor Retalhista Ltda.

 

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

 

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

 

The initial payment, including the capital contribution in the amount of R$ 16,193, totaled R$ 21,193. The remaining transaction amount of R$ 5,189 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 14,217. The purchase price allocation (“PPA”) will be completed in 2024.



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023


 

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

 

Assets

 

Cash and cash equivalents

1,719

Receivables

28,475

Inventories

9,128

Recoverable taxes

2,551

Other receivables

                55

 

 

Other investments

298

Right-of-use assets, net

25,500

Property, plant and equipment, net

21,235

Intangible assets, net

11,619

 

 

Liabilities

 

Loans and financing

17,337

Trade payables

26,965

Salaries and related charges

1,933

Taxes payable, income and social contribution taxes payable

376

Leases payable

25,500

Other payables

8,194

 

 

Goodwill based on expected future profitability

14,217

Non-controlling interests

8,110

Assets and liabilities consolidated in the opening balance

26,382

 

Assets acquired

60,348

Liabilities assumed

(48,183)

Goodwill based on expected future profitability

14,217

 

 

Acquisition value

26,382

 

Comprised by

 

Cash

5,000

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

16,193

Contingent consideration to be settled

5,189

Total consideration

26,382

 


Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the period ended September 30, 2023



Net cash outflow resulting from acquisition

 

Initial consideration in cash

5,000

Cash and cash equivalents acquired

(1,719)

Total

3,281

 

The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1st, 2023, is not considered relevant, as well as the contribution to the Company's results since September 1st, 2023.

 

For further details on right-of-use assets and leases payable, property, plant and equipment and intangible assets acquired, see notes 13, 14 and 15, respectively.


33 Discontinued operations


The divestments of Oxiteno and Extrafarma are aligned with Ultrapar's portfolio review. With a more complementary and synergistic businesses, Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In this context, the Company announced in 2021 the contracts signing described below and classified these transactions as discontinued operations.

 

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

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

 

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


Oxiteno

Extrafarma

Eliminations (*)

Ultrapar

09/30/2022


Net revenue from sales and services


2,039,287

1,235,487

(7,241)

3,267,533

Cost of products and services sold


(1,580,000)

(912,310)

7,241

(2,485,069)


Gross profit


459,287

323,177

782,464


Selling, marketing and administrative


(201,365)

(438,601)

(639,966)

Other operating income (expenses), net


10,736

(5,951)

252,913

257,698


Operating income (loss)


268,658

(121,375)

252,913

400,196

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


(231)

(231)

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


268,427

(121,375)

252,913

399,965


    Financial result, net


23,153

(25,059)

54,431

52,525

Income (loss) before income and social contribution taxes


291,580

(146,434)

54,431

252,913

452,490


Income and social contribution taxes


(16,924)

20,826

(18,507)

(206,835)

(221,440)


Net effect of cessation of depreciation (i)


51,372

27,084

78,456

Net income (loss) for the period


326,028

(98,524)

35,924

46,078

309,506

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


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



Ultrapar Participações S.A. and Subsidiaries

Graphics

Notes to the interim financial information


For the periods ended September 30, 2023



Oxiteno

Extrafarma

Eliminations

09/30/2022

Net cash (consumed) provided by operating activities

(81,558)

(68,370)

180,478

30,550

Net cash (consumed) provided by investing activities

1,011,736

(25,323)

(1,206,603)

(220,190)

Net cash (consumed) provided by financing activities

(1,245,754)

40,585

1,026,144

(179,025)

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

(19,315)

(19,315)

Increase (decrease) in cash and cash equivalents

(334,891)

(53,108)

19

(387,980)

a.1.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 309,506 in 2022, classified as income from discontinued operations in the consolidated interim financial information.

80


Graphics

 

3Q23 Earnings Release


São Paulo, November 8, 2023 – Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and logistics infrastructure through Ipiranga, Ultragaz and Ultracargo, today announces its results for the third quarter of 2023.

 

Net revenues

Adjusted EBITDA¹

Investments

R$ 32

billion

R$ 2.0
billion

R$ 380
million

 

Net income

Cash generation from operations

Market cap

R$ 891
million

R$ 1.9
billion

R$ 21
billion

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


Highlights

 

  • Strong operating results of all the main businesses of Ultrapar.
  • Reduction of the financial leverage to 1.4x, the lowest level of the last 10 years, reflecting the portfolio rationalization, and the EBITDA growth from continuing operations with cash generation and, consequently, reduction in the net debt.
  • Approval by CADE of the consortium agreement between Ultragaz and Supergasbrás to share operating assets.
  • Acquisition by Ultracargo of an inland base in Rondonópolis, an asset originally from Ipiranga, strategically located to handle ethanol and oil derivatives and integrated with the company's logistics system.
  • Hosting of Ultra Day 2023, the annual event with investors and analysts to discuss the strategy of the Company and its businesses.
  • Completion of the legacy management process of Ipiranga’s service stations, started in 2022, with a complete review of the network to optimize operations.

Graphics

 


Graphics

Graphics

 

Considerations on the financial and operational information

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

The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on September 30, 2023, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information (pro forma). Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. Information denominated EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Resolution 156, issued by the CVM on June 23, 2022. The calculation of EBITDA based on net income is shown below:

  

 Quarter     Accumulated 
       
R$ million  3Q23     3Q22     2Q23    9M23   9M22
       
Net income           891.2             82.6           238.7          1,403.8        1,003.7
(+) Income and social contribution taxes           386.3             27.1               59.2             537.9           219.2
(+) Net financial (income) expenses           300.6           328.1             216.7             828.9        1,195.7
(+) Depreciation and amortization           279.5           272.3             279.3             827.9           924.3
(+) Net effect of cessation of depreciation                -                  -                    -                    -             (78.5)
                 
EBITDA       1,857.6            710.2            793.9         3,598.4         3,264.4
     
Accounting adjustments      
(+) Amortization of contractual assets with customers - exclusive rights           143.4           128.3             170.3           445.9           333.3
(+) Cash flow hedge from bonds (Oxiteno)                -                  -                  -                  -               48.1
   
Adjusted EBITDA       2,001.0          838.4            964.2         4,044.3         3,645.8
   
Adjusted EBITDA from continuing operations       2,001.0          939.3            964.2       4,044.3       3,027.2
Ultragaz            452.7           332.4             405.2        1,241.9           806.6
Ultracargo           172.5           136.3             161.0           475.9           379.8
Ipiranga        1,513.1           532.7             478.5        2,587.8        1,992.2
Holding, abastece aí and other companies           (78.3)           (62.5)             (80.5)         (202.2)         (155.4)
Elimination of the sale of the Rondonópolis base           (59.1)                -                    -             (59.1)                -  
Eliminations                -                0.3                  -                  -                3.9
     
Adjusted EBITDA from discontinued operations                -           (100.9)                  -                  -            618.6
Oxiteno                -                  -                    -                  -             396.2
Extrafarma                -             (64.2)                  -                  -             (26.6)
Capital gain and adjustments from the sale of Oxiteno                -             (31.6)                -                  -             257.6
Adjustments from the sale of Extrafarma                -               (4.7)                -                  -               (4.7)
Eliminations                -               (0.3)                -                  -               (3.9)
   
Non-recurring items that affected EBITDA    
(-) Results from disposal of assets (Ipiranga)           (68.4)           (49.3)           (30.8)         (155.1)         (128.2)
(-) Credits and provisions (Ipiranga)                -                  -                  -                  -             (32.7)
(-) Extemporaneous tax credits (Oxiteno)                -                  -                  -                  -             (62.4)
(-) Capital gain and adjustments from the sale of Oxiteno                -               31.6                -                  -           (257.6)
(+) Elimination of the sale of the Rondonópolis base             59.1                -                  -               59.1                -  
(+) Pre-closing expenses provisions (Extrafarma)                -               67.4                -                  -               67.4
(+) Adjustments from the sale of Extrafarma                -                4.7                -                  -                4.7
     
Recurring Adjusted EBITDA       1,991.7            892.8            933.4       3,948.3         3,236.9
     
Recurring Adjusted EBITDA from continuing operations       1,991.7          890.0          933.4       3,948.3       2,866.3
Ultragaz           452.7           332.4           405.2        1,241.9           806.6
Ultracargo           172.5           136.3           161.0           475.9           379.8
Ipiranga        1,444.7           483.4           447.7        2,432.7        1,831.3
Holding, abastece aí and other companies           (78.3)           (62.5)           (80.5)         (202.2)         (155.4)
Eliminations                -                0.3                -                  -                3.9
Recurring Adjusted EBITDA from discontinued operations                -                2.8                  -                  -            370.7
Oxiteno                -                  -                  -                  -             333.9
Extrafarma                -                3.1                -                  -               40.7
Eliminations                -               (0.3)                -                  -               (3.9)

 

Graphics

Graphics

  

Ultrapar

 

Amounts in R$ million

3Q23

3Q22

2Q23

Δ

Δ

9M23

9M22

Δ

3Q23 v 3Q22

3Q23 v 2Q23

9M23 v 9M22

Net revenues

32,484

  39,484

29,593

(18%)

10%

92,628

110,945

(17%)

Adjusted EBITDA

2,001

838

964

139%

108%

4,044

3,646

11%

Recurring Adjusted EBITDA1

1,992

893

933

123%

113%

3,948

3,237

22%

Recurring Adjusted EBITDA - Continuing operations

1,992

890

933

124%

113%

3,948

2,866

38%

Recurring Adjusted EBITDA - Discontinued operations

-

3

-

n/a

n/a

-

371

n/a

Depreciation and amortization²

423

401

450

6%

(6%)

1,274

1,258

1%

Financial result³

(301)

(328)

(217)

8%

(39%)

(829)

(1,244)

33%

Net income

891

83

239

n/a

273%

1,404

1,004

40%

Investments

380

525

385

(28%)

(1%)

1,130

1,319

(14%)

Cash flow from operations

1,901

1,293

898

47%

112%

2,088

486

330%

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

² Includes amortization of contractual assets with customers – exclusive rights

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

 

Net revenues – Total of R$ 32,484 million (-18% vs 3Q22), mainly due to lower revenues from Ipiranga and Ultragaz. Compared to 2Q23, net revenues increased 10%, due to higher revenues from Ipiranga.

Recurring Adjusted EBITDA - Continuing operations – Total of R$ 1,992 million (+124% vs 3Q22 and +113% vs 2Q23), due to higher EBITDA of all the main businesses, mainly Ipiranga.

Results from the Holding, abastece aí and other companies – Ultrapar recorded a negative result of R$ 78 million from the Holding, abastece aí and other companies, comprised of (i) R$ 54 million of negative EBITDA with the Holding, (ii) R$ 18 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, and (iii) R$ 6 million of negative EBITDA from other companies.

Depreciation and amortization – Total of R$ 423 million (+6% vs 3Q22), due to higher investments made over the last 12 months and higher amortization of contractual assets at Ipiranga. Compared to 2Q23, total costs and expenses with depreciation and amortization decreased 6%, due to lower amortization of contractual assets at Ipiranga.

Financial result – Ultrapar reported net financial expenses of R$ 301 million in 3Q23, an improvement of R$ 28 million compared to 3Q22, mainly reflecting the positive result of R$ 4 million in mark-to-market of hedges in 3Q23 compared to the negative result of R$ 40 million in 3Q22. Compared to 2Q23, when net financial expenses amounted to R$ 217 million, the difference is mainly explained by worse mark-to-market result of hedges.

Net income – Total of R$ 891 million, an improvement of R$ 809 million compared to 3Q22 and of R$ 653 million compared to 2Q23, mainly due to better result from continuing operations.

Cash flow from operations – Generation of R$ 1.9 billion in 3Q23, compared to a generation of R$ 1.3 billion in 3Q22, due to higher EBITDA, attenuated by (i) the investment in working capital in 3Q23, resulting from the increase in fuel prices, compared to the release of working capital in 3Q22, due to fuel prices reduction in that period and (ii) the reduction of R$ 294 million in the draft discount balance in 3Q23.

  

 

Graphics

Graphics

 

Ultragaz

 

 

3Q23

3Q22

2Q23

Δ

Δ

9M23

9M22

Δ

3Q23 v 3Q22

3Q23 v 2Q23

9M23 v 9M22

Total volume (000 tons)

456

451

442

1%

3%

1,315

1,275

3%

Bottled

292

294

286

0%

2%

847

839

1%

Bulk

164

157

156

4%

5%

468

436

7%

Adjusted EBITDA (R$ million)

453

332

405

36%

12%

1,242

807

54%

Adjusted EBITDA margin (R$/ton)

992

738

917

34%

8%

945

633

49%

Adjusted LTM EBITDA (R$ million)

1,607

1,029

1,487

56%

8%

1,607

1,029

56%

Adjusted LTM EBITDA margin (R$/ton)

920

608

854

51%

8%

920

608

51%

 

Operational performance – The volume sold by Ultragaz in 3Q23 increased 1% compared to 3Q22, as a result of the 4% growth in the bulk segment, mainly due to higher sales for industries, while the bottled segment remained stable. Compared to 2Q23, the volume sold was 3% higher, reflecting the typical seasonality between periods.

Net revenues – Total of R$ 2,699 million (-12% vs 3Q22 and -3% vs 2Q23), mainly due to the pass through of LPG cost reductions, partially offset by higher sales volume.

Cost of goods sold – Total of R$ 2,104 million (-19% vs 3Q22), due to LPG cost reductions, partially offset by higher costs with freight and personnel (increase in headcount, mainly due to acquisitions made, and collection bargaining agreement). Compared to 2Q23, cost of goods sold decreased 6%, mainly due to LPG cost reductions.

Sales, general and administrative expenses – Total of R$ 239 million (+15% vs 3Q22), reflecting higher personnel expenses (increase in headcount as a result of the acquisitions, in addition to collective bargaining agreement and variable compensation, aligned with the progression of results) and freight (higher sales volume). Compared to 2Q23, sales, general and administrative expenses increased 1%.

Results from disposal of assets – Total of R$ 3 million, due to higher sales of operating assets.

Adjusted EBITDA – Total of R$ 453 million (+36% vs 3Q22), due to initiatives to increase efficiency and productivity, better sales mix and inflation pass through, despite higher expenses. Compared to 2Q23, the growth was 12%, mainly due to higher sales volume and better margins.

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

 

Graphics

Graphics

 

Ultracargo

 

 

3Q23

3Q22

2Q23

Δ

Δ

9M23

9M22

Δ

3Q23 v 3Q22

3Q23 v 2Q23

9M23 v 9M22

Installed capacity¹ (000 m³)

1,059

955

955

11%

11%

990

955

4%

m³ sold (000 m³)

4,342

3,445

3,629

26%

20%

11,431

10,076

13%

Adjusted EBITDA (R$ million)

173

136

161

27%

7%

476

380

25%

Adjusted EBITDA margin (%)

65%

61%

63%

5 p.p.

3 p.p.

63%

59%

3 p.p.

Adjusted LTM EBITDA (R$ million)

606

481

570

26%

6%

606

481

26%

Adjusted LTM EBITDA margin (%)

61%

58%

60%

3 p.p.

1 p.p.

61%

58%

3 p.p.


1 Monthly average

 

Operational performance – Ultracargo’s average installed capacity grew 11% compared to 3Q22 and 2Q23, due to the additions of (i) 90 thousand m³ referring to the 50% stake in Opla as of July, (ii) 12 thousand m³ from the acquisition of the Rondonópolis base from Ipiranga as of September, and (iii) 10 thousand m³ relating to the expansion of the Vila do Conde terminal as of July. The m³ sold increased 26% compared to 3Q22, due to increased handling of fuels in Itaqui, Santos and Suape, and the start-up of operations in Opla. Compared to 2Q23, the m³ sold increased 20%, due to higher handling of fuels in Itaqui, Vila do Conde and Suape, and the start-up of operations in Opla.

Net revenues – Total of R$ 264 million (+18% vs 3Q22 and +3% vs 2Q23), due to spot sales, higher m³ sold and higher tariffs.

Cost of services provided – Total of R$ 84 million (+4% vs 3Q22), mainly due to higher costs with personnel (collective bargaining agreement). Compared to 2Q23, cost of services provided decreased 8%, due to lower costs with maintenance.

Sales, general and administrative expenses – Total of R$ 45 million (+15% vs 3Q22), due to higher personnel expenses (mainly variable compensation, aligned with the progression of results, and collective bargaining agreement), in addition to advisory and consultancy services related to expansion projects. Compared to 2Q23, sales, general and administrative expenses decreased 5%, due to lower expenses with personnel and consultancy services.

Adjusted EBITDA – Total of R$ 173 million (+27% vs 3Q22), reflecting higher capacity occupancy with profitability gains, spot sales, higher tariffs and productivity and efficiency gains, despite higher expenses. Compared to 2Q23, there was an increase of 7%, due to higher m³ sold and lower costs and expenses.

Investments – Investments in the period amounted to R$ 177 million, allocated mainly to the acquisition of the Rondonópolis base from Ipiranga by Ultracargo and to projects for higher efficiency, maintenance, and operational safety of the terminals.

 

  

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Ipiranga

 

 

3Q23

3Q22

2Q23

Δ

Δ

9M23

9M22

Δ

3Q23 v 3Q22

3Q23 v 2Q23

9M23 v 9M22

Total volume (000 m³)

5,915

6,020

5,607

(2%)

5%

17,006

17,024

0%

Diesel

3,215

3,243

2,883

(1%)

12%

8,931

9,094

(2%)

Otto cycle

2,607

2,675

2,639

(3%)

(1%)

7,805

7,610

3%

Others¹

93

103

86

(10%)

8%

270

321

(16%)

Adjusted EBITDA (R$ million)

1,513

533

479

184%

216%

2,588

1,992

30%

Adjusted EBITDA margin (R$/m³)

256

88

85

189%

200%

152

117

30%

Non-recurring²

68

49

31

39%

122%

155

161

(4%)

Recurring Adjusted EBITDA (R$ million)

1,445

483

448

199%

223%

2,433

1,831

33%

Recurring Adjusted EBITDA margin (R$/m³)

244

80

80

204%

206%

143

108

33%

Recurring Adjusted LTM EBITDA (R$ million)

2,749

2,364

1,787

16%

54%

2,749

2,364

16%

Recurring Adjusted LTM EBITDA margin (R$/m³)

119

104

77

14%

54%

119

104

14%

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

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

 

Operational performance – Ipiranga’s sales volume decreased 2% compared to 3Q22, with a 1% decrease in diesel, influenced by the strategy of lower sales in the spot market, and a 3% decrease in the Otto cycle. Compared to 2Q23, volume grew 5%, reflecting the typical seasonality between periods.

Net revenues – Total of R$ 29,523 million (-18% vs 3Q22), mainly due to the pass through of fuel cost reductions and lower sales volume. Compared to 2Q23, net revenues increased 11%, due to the pass through of fuel cost increases and higher sales volume.

Cost of goods sold – Total of R$ 27,442 million (-22% vs 3Q22), mainly due to lower fuel costs, reflecting the drop in international prices, in addition to the lower sales volume. Compared to 2Q23, there was an increase of 7%, due to higher fuel costs and higher sales volume.

Sales, general and administrative expenses – Total of R$ 748 million (+27% vs 3Q22), due to higher expenses with provisions for contingencies and for doubtful accounts, marketing and personnel (variable compensation, aligned with the progression of results, and collective bargaining agreement). Compared to 2Q23, sales, general and administrative expenses increased 22%, mainly due to higher expenses with provisions for contingencies, freight (higher sales volume and increase in diesel price) and marketing.

Other operating results – Total of negative R$ 178 million, in line with 3Q22. Compared to 2Q23, there was a R$ 33 million improvement, reflecting lower costs with carbon tax credits.

Results from disposal of assets – Total of R$ 68 million (+39% vs 3Q22 and +122% vs 2Q23), arising mainly from the capital gain related to the sale of the Rondonópolis base to Ultracargo, partially offset by lower sales of real estate assets in 3Q23.

Recurring Adjusted EBITDA – Total of R$ 1,445 million (+199% vs 3Q22), despite higher expenses, due to higher margins, as a result of the increase in fuel costs throughout the 3Q23, with consequent inventory gain, and the normalization of the commercial environment, compared to the fuel cost reduction in 3Q22 and inventory loss. Compared to 2Q23, there was an increase of 223%, due to better margins, as a result of the increase in fuel costs previously mentioned and the normalization of the commercial environment as the product supply in the market was regularized, in addition to higher sales volume.

Investments – R$ 95 million were invested in the quarter, net of divestments in the amount of R$ 151 million, which were mainly affected by the sale of the Rondonópolis base to Ultracargo. Disregarding the divestments, investments totaled R$ 247 million, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 146 million refer to additions to fixed and intangible assets and R$ 132 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 31 million of installments from the financing granted to customers, net of releases.

Service stations network – Completion of the legacy management process of service stations started in 2022, removing stations with low potential from the network. In this process, during the 3Q23, it was also closed stations with commercial practices not aligned with business principles and in disagreement with contractual obligations.

  

 

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Indebtedness (R$ million)

 

Ultrapar consolidated

3Q23

3Q22

2Q23

Cash and cash equivalents

6,828

6,318

6,216

Gross debt

(12,378)

(12,236)

(12,692)

Leases payable

(1,532)

(1,529)

(1,531)

Net debt

(7,082)

(7,446)

(8,007)

Net debt/Adjusted LTM EBITDA¹

1.4x

1.9x

2.1x

Trade payables – reverse factoring (draft discount)

(1,175)

(2,561)

(1,468)

Financial liabilities of customers (vendor)²

(354)

(531)

(388)

Receivables from divestments (Oxiteno and Extrafarma)

932

1,114

1,083

Net debt + draft discount + vendor + receivables

(7,679)

(9,425)

(8,779)

Average cost of gross debt

106% DI

106% DI

105% DI

DI + 0.8%

DI + 0.7%

DI + 0.7%

Average cash yield (% DI)

99%

96%

99%

Average gross debt duration (years)

3.9

4.3

3.9

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

² Vendor amounts included in the trade payables line in 3Q22

 

Ultrapar ended 3Q23 with a net debt of R$ 7.1 billion (1.4x Adjusted LTM EBITDA), compared to R$ 8.0 billion on June 30, 2023 (2.1x Adjusted LTM EBITDA). The reduction in the net debt compared to the position at the end of 2Q23 is mainly due to operating cash generation and the receipt of the 2nd installment from the sale of Extrafarma in the amount of R$ 0.2 billion, attenuated by (i) the payment of dividends, (ii) the disbursement for the acquisition of Opla in the amount of R$ 0.2 billion and (iii) the R$ 0.3 billion reduction of the draft discount balance in the period. The decrease in financial leverage reflects the higher LTM EBITDA ​​from continuing operations and the reduction in net debt.

 

It is worth mentioning that there are receivables not yet included in Ultrapar's net debt related to the sales (i) of Oxiteno (US$ 150 million to be received in April 2024), and (ii) of Extrafarma (R$ 183 million, monetarily adjusted by CDI + 0.5% p.a. since August 2022, to be received in August 2024).

 

Maturity profile and debt breakdown:


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Updates on ESG themes

 

Ultrapar ranked seventh among the biggest companies in Brazil in Valor 1000 magazine, in which ESG criteria and financial analyses of companies were considered. Ultrapar was also recognized as one of the biggest companies in Brazil in the ranking of Maiores e Melhores (the Biggest and the Best) of Exame magazine.

 

In July, Ultrapar and Ipiranga joined the Compromisso com o Clima (Commitment to Climate) program, in which Ultragaz has participated since 2022. The program, which consists in a partnership between various companies and the Ekos Institute, has the objective of obtaining scale in actions to mitigate climate change, mainly through projects for generation of carbon credits.

 

In August, the Company held the 1st Month of Sustainability, promoting the engagement of employees and reinforcing the commitment to the theme in daily life. Ultrapar has also carried out a voluntary action for cleaning plazas next to the Company’s headquarters where more than 130 kg of waste were collected. In September, Ultrapar participated in the panel “Green transition: Challenges and opportunities in Brazil”, held by AYA Earth Partners during the Climate Week in New York, talking about the Company’s energy transition path.

 

The Ultra Institute concluded the Capacitação de Mulheres (Women Empowerment) Program, developed in partnership with Rede Mulher Empreendedora (Entrepreneur Women Network) Institute and sponsored by Ipiranga, Ultragaz and Ultracargo. As a result, around 3 thousand low-income women received training in employability and entrepreneurship. The program also conducted mentorship programs for 80 students of the course and made capital contribution for 42 female entrepreneurs to improve their businesses. In addition, in partnership with Ipiranga, Ultragaz and Ultracargo, the Ultra Institute donated 1 thousand basic food baskets and 2.5 thousand hygiene kits in support to the families affected by the cyclone in Rio Grande do Sul state.

 

In September, Ultragaz held a webinar in partnership with the Na Mão Certa (In the Right Hand) Program, from Childhood Brazil, to talk about the role of employees and drivers as protection agents and gave tips for the protection of children and teenagers. Furthermore, Ultragaz’s volunteer employees were trained and conducted mentorship with girls participating in the courses of Afesu – Associação Feminina de Estudos Sociais e Universitários (Women’s Association for Social and University Studies) about academic and professional experiences.

 

In July, in celebration of the drivers’ day, Ultracargo distributed to this public in its terminals snack kits and offered health services, such as measurement of pressure and blood sugar levels. In addition, Ultracargo reaffirmed its partnership with the Na Mão Certa (In the Right Hand) Program, distributing flyers to support the campaign “Wherever you circulate, you protect!” to combat sexual exploitation of children and teenagers. Ultracargo also started a new edition of the Operational Training course in Itaqui, Suape and Santos for women living in regions surrounding the terminals.

 

Ipiranga adhered to the Movimento Empresarial Mulher 360 (360 Women Business Movement) in July, which seeks to promote diversity and expansion of female participation in the corporate environment, in the communities and in the value chain. In August, Ipiranga held the Encontro das Transportadoras (Meeting of Carriers), gathering the main fuel carriers of the country with the purpose of sharing market practices, guidelines, and safety procedures. In September, Ipiranga launched the Operação Mulher (Women Operation) Program, which aims to train women to join the oil and gas sector. The program will be held in five locations, with 100 in-person positions with the support of SENAIs – Serviço Nacional de Aprendizagem Industrial (National Service of Industrial Knowledge). There was also the launch of the Operação Mulher Motorista (Women Driver Operation) program, offering 16 in-person positions for training women as fuel transportation drivers, which will be held by FABET/SP. Ipiranga also launched the ESG Trail in the Retail School, a course that addresses sustainability topics with the purpose of providing knowledge to resellers.

  

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Capital markets

Ultrapar's combined average daily financial volume on B3 and NYSE totaled R$ 118 million/day in 3Q23 (+32% vs 3Q22). Ultrapar's shares ended the quarter quoted at R$ 18.75 on B3, a depreciation of 1% in the quarter, in line with the devaluation of the Ibovespa index. In NYSE, Ultrapar's shares depreciated 7% in the quarter, while the Dow Jones stock index depreciated 3%. Ultrapar ended 3Q23 with a market cap of R$ 21 billion.

 Capital markets

3Q23

3Q22

2Q23

9M23

9M22

Final number of shares (000)

1,115,212

1,115,173

1,115,204

1,115,212

1,115,173

Market capitalization¹ (R$ million)

20,910

13,081

21,066

20,910

13,081

B3

 

 

 

 

 

Average daily trading volume (000 shares)

4,879

5,741

8,195

6,652

6,748

Average daily financial volume (R$ 000)

91,984

74,580

134,135

105,291

90,850

Average share price (R$/share)

18.85

12.99

16.37

15.83

13.46

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

54,721

54,163

57,461

54,721

54,163

Average daily trading volume (000 ADRs)

1,372

1,122

1,353

1,440

1,298

Average daily financial volume (US$ 000)

5,221

2,771

4,434

4,566

3,405

Average share price (US$/ADRs)

3.81

2.47

3.28

3.17

2.62

Total

 

 

 

 

 

Average daily trading volume (000 shares)

6,251

6,863

9,548

8,092

8,046

Average daily financial volume (R$ 000)

117,552

89,150

156,026

128,108

108,284

   ¹ Calculated on the closing share price for the period

   ² 1 ADR = 1 common share



UGPA3 x Ibovespa performance – 9M23

(Dec 29, 2022 = 100)

 Image8Image9

 

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3Q23 Conference call

Ultrapar will host a conference call for analysts and investors on November 9, 2023 to comment on the Company’s performance in the third quarter of 2023 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

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


Conference call in Portuguese with simultaneous translation to English

Time: 11h00 (BRT) / 09h00 (EST)

 

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

Code: Ultrapar – in Portuguese
 

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

Code: 182663#

 

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

Code: Ultrapar – in English

 

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

Code: 336031#

 

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ULTRAPAR
CONSOLIDATED BALANCE SHEET
     
    In million of Reais    SEP 23     SEP 22     JUN 23 
     
ASSETS
     
Cash and cash equivalents 6,037.1 4,626.7 5,378.1
Financial investments and derivative financial instruments 209.2 1,264.0 337.4
Trade receivables and reseller financing 4,462.4 4,557.2 3,647.8
Trade receivables - sale of subsidiaries 932.2 186.1 887.7
Inventories 3,913.9 4,333.7 3,686.9
Recoverable taxes 1,479.3 1,358.7 1,672.0
Prepaid expenses 126.9 123.8 135.4
Contractual assets with customers - exclusive rights 744.6 599.6 736.1
Other receivables 133.5 88.1 108.2
Total Current Assets   18,039.1 17,137.8 16,589.6
     
Financial investments and hedge derivative financial instruments 581.3 427.6 500.9
Trade receivables and reseller financing 545.2 549.3 507.8
Trade receivables - sale of subsidiaries - 928.0 195.6
Deferred income and social contribution taxes 1,187.1 1,021.4 1,063.9
Recoverable taxes 2,832.8 1,622.6 2,706.7
Escrow deposits  1,015.7 880.1 969.6
Prepaid expenses 51.2 79.8 79.9
Contractual assets with customers - exclusive rights 1,445.4 1,691.6 1,506.6
Other receivables 287.4 155.1 204.3
Investments in subsidiaries, joint ventures and associates 325.8 119.1 121.3
Right-of-use assets, net 1,742.0 1,804.7 1,766.3
Property, plant and equipment, net 6,090.2 5,775.2 5,994.6
Intangible assets, net 2,265.8 1,875.0 2,071.3
Total Non-Current Assets   18,370.0 16,929.3 17,688.9
     
TOTAL ASSETS   36,409.1 34,067.2 34,278.5
     
LIABILITIES
     
Trade payables 3,850.0 3,536.4 2,481.4
Trade payables - reverse factoring 1,174.6 2,561.4 1,468.5
Loans, financing and derivative financial instruments 1,087.7 889.5 1,327.6
Debentures 1,218.3 2,573.5 1,172.0
Salaries and related charges 459.5 416.2 375.1
Taxes payable 665.0 316.1 381.5
Leases payable 293.8 218.4 286.1
Financial liabilities of customers  160.9 - 162.3
Provision for decarbonization credits 568.7 331.3 377.4
Other payables 463.8 352.4 407.9
Total Current Liabilities   9,942.3 11,195.2 8,439.7

Loans, financing and derivative financial instruments
5,802.9 4,572.6 6,180.3
Debentures 4,269.2 4,200.2 4,012.1
Provision for tax, civil and labor risks 1,175.4 1,011.5 1,050.1
Post-employment benefits 201.6 199.8 198.7
Leases payable 1,237.8 1,310.6 1,244.9
Financial liabilities of customers  192.9 - 225.4
Other payables 343.5 206.0 320.6
Total Non-Current Liabilities   13,223.4 11,500.6 13,232.1
     
TOTAL LIABILITIES   23,165.7 22,695.8 21,671.8
     
EQUITY
     
Share capital 6,621.8 5,171.8 6,621.8
Reserves 5,262.8 5,467.4 5,262.7
Treasury shares (470.5) (489.0) (470.5)
Others 1,287.5 761.3 682.6
Non-controlling interests in subsidiaries 541.9 460.0 510.1
Total Equity   13,243.4 11,371.4 12,606.7
     
TOTAL LIABILITIES AND EQUITY   36,409.1 34,067.2 34,278.5
     
Cash and cash equivalents 6,827.6 6,318.3 6,216.4
Gross debt (12,378.2) (12,235.8) (12,692.0)
Leases payable (1,531.7) (1,528.9) (1,531.0)
Net cash (debt)   (7,082.2) (7,446.4) (8,006.6)

 

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ULTRAPAR
INCOME STATEMENT
                 
  In million of Reais   

 3Q23 

 

 3Q22¹ 

 Continuing operations 

 Discontinued operations¹ 

2Q23

9M23

9M22

 Continuing operations 

 Discontinued operations 

 

 

 

 

 

Net revenues from sales and services  

32,483.5

 

39,483.8

39,294.7

189.0

29,592.5

92,627.8

110,944.9

107,677.4

3,267.5

 

 

Cost of products sold and services provided  

(29,619.3)

 

(37,900.5)

(37,708.7)

(191.8)

(27,920.3)

(86,378.6)

(105,254.8)

(102,769.8)

(2,485.1)

 

 

Gross profit  

2,864.3

 

1,583.3

1,586.1

(2.8)

1,672.3

6,249.3

5,690.1

4,907.6

782.5

 

 

Operating revenues (expenses)
Selling and marketing  

(577.5)

 

(563.0)

(508.8)

(54.2)

(523.8)

(1,612.2)

(2,017.3)

(1,558.2)

(459.1)

General and administrative  

(549.1)

 

(409.7)

(388.6)

(21.1)

(469.2)

(1,472.3)

(1,315.9)

(1,135.0)

(180.9)

Results from disposal of assets  

11.8

 

13.3

49.2

(35.9)

39.8

104.3

379.4

129.8

249.5

Other operating income (expenses), net  

(171.0)

 

(174.9)

(174.9)

(0.0)

(206.0)

(510.2)

(405.9)

(414.1)

8.2

 

 

Operating income  

1,578.4

 

449.0

562.9

(114.0)

513.0

2,758.9

2,330.3

1,930.1

400.2

 

 

Financial result, net  

 

   Financial income  

296.1

 

176.6

176.4

0.2

186.7

673.3

498.5

467.5

31.0

   Financial expenses  

(596.8)

 

(504.8)

(501.1)

(3.6)

(403.4)

(1,502.2)

(1,694.2)

(1,715.7)

21.5

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

(0.3)

 

(11.1)

(11.1)

-

1.6

11.7

9.9

10.1

(0.2)

   

 

Income before income and social contribution taxes  

1,277.5

 

109.7

227.0

(117.4)

297.9

1,941.6

1,144.5

692.0

452.5

 

 

Income and social contribution taxes  

 

   Current  

(509.7)

 

(105.8)

(250.6)

144.7

(164.7)

(814.1)

(693.8)

(414.2)

(279.6)

   Deferred  

123.4

 

78.7

203.8

(125.1)

105.5

276.2

474.6

416.4

58.2

Net effect of cessation of depreciation²  

-

 

-

-

-

-

-

78.5

-

78.5

 

 

Net income  

891.2

 

82.6

180.3

(97.7)

238.7

1,403.8

1,003.7

694.2

309.5

 

 

Net income attributable to:  

 

    Shareholders of Ultrapar  

864.9

 

73.1

170.8

(97.7)

213.9

1,340.8

978.2

668.7

309.5

    Non-controlling interests in subsidiaries  

26.4

 

9.5

9.5

-

24.8

63.0

25.5

25.5

-

 

 

Adjusted EBITDA  

2,001.0

 

838.4

939.3

(100.9)

964.2

4,044.3

3,645.8

3,027.2

618.6

 
Non-recurring³  

(9.3)

 

54.4

(49.3)

103.7

(30.8)

(96.0)

(408.8)

(160.9)

(247.9)

 
Recurring Adjusted EBITDA  

1,991.7

 

892.8

890.0

2.8

933.4

3,948.3

3,236.9

2,866.3

370.7

 
Depreciation and amortization4  

422.9

 

400.6

387.5

13.1

449.6

1,273.7

1,257.6

1,087.0

170.6

Cash flow hedge from bonds  

-

 

-

-

-

-

-

48.1

-

48.1

Total investments5  

379.7

 

525.2

523.6

1.7

385.3

1,129.7

1,319.3

1,234.9

84.4

 

 

Ratios
 
Earnings per share (R$)  

0.79

0.07

0.16

(0.09)

0.20

1.22

0.90

0.61

0.28

Net debt / Adjusted LTM EBITDA6  

1.4x

1.9x

n/a

n/a

2.1x

1.4x

1.9x

n/a

n/a

Gross margin (%)  

8.8%

4.0%

4.0%

(1.5%)

5.7%

6.7%

5.1%

4.6%

23.9%

Operating margin (%)  

4.9%

1.1%

1.4%

(60.3%)

1.7%

3.0%

2.1%

1.8%

12.2%

Adjusted EBITDA margin (%)  

6.2%

2.1%

2.4%

(53.4%)

3.3%

4.4%

3.3%

2.8%

18.9%

      Recurring Adjusted EBITDA margin (%)  

6.1%

2.3%

2.3%

1.5%

3.2%

4.3%

2.9%

2.7%

11.3%

 
Number of employees

10,156

9,644

9,644

-

10,260

10,156

9,644

9,644

-


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

² As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5

³ Non-recurring items described in the EBITDA calculation table – page 2

4 Includes amortization with contractual assets with customers – exclusive rights

5 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases

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


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ULTRAPAR
CASH FLOWS
 
    In million of Reais   JAN - SEP
2023
JAN - SEP
2022
     
Cash flows from operating activities from continuing operations  
Net income - continuing operations                 1,403.8                  694.2
Adjustments to reconcile net income to cash provided (consumed) by operating activities  
Share of profit (loss) of subsidiaries, joint ventures and associates                     (11.7)                   (10.1)
Amortization of contractual assets with customers - exclusive rights                    445.9                  333.3
Amortization of right-of-use assets                    221.3                  210.5
Depreciation and amortization                    612.9                  550.4
Interest and foreign exchange rate variations                 1,073.2               1,208.4
Current and deferred income and social contribution taxes                    537.9                    (2.2)
Gain (loss) on disposal of property, plant and equipment, intangible assets, and non-current assets                   (104.3)                 (129.8)
Equity instrument granted                      25.5                    16.8
Provision for decarbonization - CBios                    568.4                  497.1
Other provisions and others                    153.0                    12.2
   
                  4,925.7               3,380.7
       
(Increase) decrease in assets  
Trade receivables and reseller financing                    210.4                 (637.7)
Inventories                 1,019.5                 (420.3)
Recoverable taxes                   (490.0)                 (736.2)
Dividends received from subsidiaries, joint ventures and associates                      13.3                      0.1
Other assets                      10.9                 (176.1)
 
Increase (decrease) in liabilities  
Trade payables and trade payables - reverse factoring                (2,397.9)                  270.8
Salaries and related charges                      (4.4)                    86.1
Taxes payable                     (21.0)                   (41.7)
Other liabilities                     (68.2)                    67.9
 
Acquisition of CBios                   (533.3)                 (542.5)
Payments of contractual assets with customers - exclusive rights                   (363.7)                 (512.3)
Payment of tax, civil and labor lawsuits                     (43.5)                       -  
Income and social contribution taxes paid                   (169.3)                 (283.3)
 
Net cash provided (consumed) by operating activities - continuing operations                 2,088.5                  455.6
Net cash provided (consumed) by operating activities - discontinued operations                         -                      30.6
Net cash provided (consumed) by operating activities                 2,088.5                  486.1
 
Cash flows from investing activities  
Financial investments, net of redemptions                    186.3                  902.1
Acquisition of property, plant and equipment and intangible assets                   (763.3)                 (851.0)
Receipt of the intercompany loan due by Oxiteno S.A to Ultrapar International                         -                 3,980.7
Cash provided by disposal of investments and property, plant and equipment                    425.3               2,734.4
Transactions with discontinued operations                         -                    987.9
Capital decrease and increase in subsidiaries and joint ventures                         -                     (28.0)
Net cash consumed in subsidiaries acquisition                   (265.5)                       -  
Investment purchase and sale transactions and other assets                     (38.1)                       -  
 
Net cash provided (consumed) by investing activities - continuing operations                  (455.4)               7,726.2
Net cash provided (consumed) by investing activities - discontinued operations                         -  
               (220.2)
Net cash provided (consumed) by investing activities                  (455.4)               7,506.0
 
Cash flows from financing activities  
Loans, financing and debentures  
   Proceeds                 2,903.0               1,019.6
   Repayments                (2,489.3)              (4,966.7)
   Interest and derivatives paid                   (781.5)                 (961.9)
Payments of leases                   (264.2)                 (272.9)
Dividends paid                   (400.0)                 (634.7)
Proceeds of financial liabilities of customers                        6.6                       -  
Payments of financial liabilities of customers                   (140.4)                       -  
Capital increase made by non-controlling interests and redemption of shares                         -                      21.7
Related parties                     (26.0)                   (18.9)
 
Net cash provided (consumed) by financing activities - continuing operations               (1,191.8)             (5,813.8)
Net cash provided (consumed) by financing activities - discontinued operations                         -  
               (179.0)
Net cash provided (consumed) by financing activities               (1,191.8)             (5,992.8)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations                    (26.0)
                 (21.3)
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations                         -  
                 (19.3)
Effect of exchange rate changes on cash and cash equivalents in foreign currency                    (26.0)                  (40.7)
 
Increase (decrease) in cash and cash equivalents - continuing operations                    415.3               2,346.6
Increase (decrease) in cash and cash equivalents - discontinued operations                         -                  (388.0)
Increase (decrease) in cash and cash equivalents                    415.3               1,958.6
 
Cash and cash equivalents at the beginning of the period - continuing operations                 5,621.8
              2,280.1
Cash and cash equivalents at the beginning of the period - discontinued operations                         -  
                 388.0
Cash and cash equivalents at the beginning of the period                 5,621.8               2,668.1
 
Cash and cash equivalents at the end of the period - continuing operations                 6,037.1               4,626.6
Cash and cash equivalents at the end of the period - discontinued operations                         -                         -  
Cash and cash equivalents at the end of the period                 6,037.1               4,626.6
 
Non-cash transactions:
Addition on right-to-use assets and leases payable                  195.6                  420.8
Addition on contractual assets with customers - exclusive rights                    66.6                    38.8
Transfer between trade receivables and other assets                    25.6                       -  
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition                      0.4                      0.9
Acquisition of property, plant and equipment and intangible assets without cash effect                    39.0                       -  


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ULTRAGAZ

CONSOLIDATED BALANCE SHEET

 In million of Reais     SEP 23   SEP 22     JUN 23 
     
OPERATING ASSETS
Trade receivables   569.8 591.8 560.0
Non-current trade receivables       1.6   17.1     5.8
Inventories   178.3 196.9 186.9
Taxes   151.1 103.8 175.5
Escrow deposits   252.0 200.6 248.8
Other   123.8   89.6 120.7
Right-of-use assets   145.6 151.8 149.6
Property, plant and equipment / Intangibles   1,668.8 1,274.8 1,650.2
             
TOTAL OPERATING ASSETS   3,091.1 2,626.3   3,097.5
         
OPERATING LIABILITIES
Trade payables   214.0 193.4 233.5
Salaries and related charges   143.6 120.8 114.5
Taxes       8.3   13.9     7.7
Judicial provisions   142.4 126.2 135.8
Leases payable   183.7 189.5 187.6
Other     59.6   71.4   67.5







TOTAL OPERATING LIABILITIES   751.5 715.1   746.7
 
CONSOLIDATED INCOME STATEMENT

 In million of Reais     3Q23     3Q22     2Q23    9M23   9M22
           
Net revenues   2,698.6   3,067.5   2,776.3   8,115.5   8,651.0
Cost of products sold   (2,104.5)   (2,605.2)   (2,230.7)   (6,463.8)   (7,479.0)
Gross profit   594.1   462.3   545.6   1,651.8   1,171.9
Operating expenses          
Selling and marketing   (157.8)   (146.3)   (162.6)   (461.8)   (414.2)
General and administrative   (81.3)   (62.4)   (75.2)   (228.8)   (178.2)
Results from disposal of assets       3.0      (0.1)       7.0       9.8      (0.9)
Other operating income (expenses), net       6.1       3.6       2.1     14.3       8.2
Operating income   364.1   257.2   317.0   985.4   586.8
Share of profit (loss) of subsidiaries, joint ventures and associates       0.0      (0.0)      (0.0)       0.0       0.0
Adjusted EBITDA   452.7   332.4   405.2   1,241.9   806.6
Depreciation and amortization¹     88.6     75.2     88.3   256.5   219.8
Ratios
Gross margin (R$/ton)   1,302   1,026   1,235   1,256      919
Operating margin (R$/ton)      798      571      717      749      460
Adjusted EBITDA margin (R$/ton)      992      738      917      945      633
Number of employees 3,818 3,496 3,840 3,818   3,496
 
¹ Includes amortization with contractual assets with customers - exclusive rights


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ULTRACARGO
CONSOLIDATED BALANCE SHEET

 In million of Reais     SEP 23     SEP 22     JUN 23 
   
OPERATING ASSETS
Trade receivables                 25.1               17.2               28.0
Inventories                 11.2               10.4               10.5
Taxes                   7.0                 7.7                 7.4
Other                 90.2               37.8               90.9
Right-of-use assets                631.8              655.6              631.9
Property, plant and equipment / Intangibles / Investments             2,140.0           1,759.5           1,784.3
 
TOTAL OPERATING ASSETS             2,905.3             2,488.3             2,553.0
 
OPERATING LIABILITIES
Trade payables                 53.4               61.8               43.4
Salaries and related charges                 53.3               46.9               44.1
Taxes                 14.2                 4.8                 5.3
Judicial provisions                 10.5                 9.7                 9.4
Leases payable                593.2              598.4              584.7
Other¹                168.3               63.2               53.2







TOTAL OPERATING LIABILITIES               892.9               784.8               740.2

'¹ Includes the long term obligations with clients account

CONSOLIDATED INCOME STATEMENT


 In million of Reais     3Q23     3Q22     2Q23    9M23   9M22
       
Net revenues              264.4              224.5              257.4              758.2              638.8
Cost of services provided               (84.1)               (80.9)               (91.6)             (263.4)             (252.3)
Gross profit              180.2              143.6              165.8              494.8              386.4
Operating expenses          
Selling and marketing                 (2.9)                 (2.4)                 (2.6)                 (9.1)                 (9.1)
General and administrative               (42.3)               (36.8)               (44.8)             (123.1)               (95.2)
Results from disposal of assets                 (0.3)                  0.0                  0.4                  0.1                 (0.2)
Other operating income (expenses), net                  1.7                 (0.4)                  1.2                  2.7                 (1.7)
Operating income              136.5              104.1              119.9              365.4              280.3
Share of profit (loss) of subsidiaries, joint ventures and associates                  2.2                 (0.5)                  7.9                  9.8                 (1.4)
Adjusted EBITDA              172.5              136.3              161.0              475.9              379.8
Depreciation and amortization                 33.8                 32.8                 33.2               100.7               100.9
Ratios  
Gross margin (%)   68.2% 64.0% 64.4%   65.3% 60.5%
Operating margin (%)   51.6% 46.4% 46.6%   48.2% 43.9%
Adjusted EBITDA margin (%)   65.3% 60.7% 62.6%   62.8% 59.5%
   
Number of employees               833               869               839               833                 869


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IPIRANGA
CONSOLIDATED BALANCE SHEET

 In million of Reais     SEP 23   SEP 22     JUN 23 
   
OPERATING ASSETS
Trade receivables            3,824.0            3,940.6            3,033.7
Non-current trade receivables               543.6               532.2               513.5
Inventories            3,712.1            4,125.4            3,487.5
Taxes            3,743.1            2,485.7            3,794.5
Contractual assets with customers - exclusive rights            2,188.4            2,288.1            2,240.8
Other               784.1               501.8               561.0
Right-of-use assets               932.4               990.3               978.1
Property, plant and equipment / Intangibles / Investments            4,447.0            4,310.4            4,321.1
       
TOTAL OPERATING ASSETS         20,174.6       19,174.5         18,930.1
     
OPERATING LIABILITIES  
Trade payables            4,699.5            5,768.5            3,638.1
Salaries and related charges               203.5               177.3               159.5
Post-employment benefits               214.8               213.0               212.1
Taxes               148.4               164.6               176.4
Judicial provisions               394.1               287.0               315.5
Leases payable               721.5               733.1               751.0
Other            1,294.9               654.2            1,036.9
     
TOTAL OPERATING LIABILITIES           7,676.8         7,997.8           6,289.7


CONSOLIDATED INCOME STATEMENT


 In million of Reais     3Q23     3Q22     2Q23    9M23   9M22
           
Net revenues         29,523.4         35,999.1         26,585.1         83,801.8         98,375.1
Cost of products sold and services provided         (27,442.1)       (35,004.4)       (25,631.1)       (79,715.3)       (95,025.8)
Gross profit           2,081.3              994.7              954.0           4,086.5           3,349.4
Operating expenses  
Selling and marketing             (414.9)           (359.5)           (358.5)         (1,139.3)         (1,131.7)
General and administrative             (333.2)           (230.5)           (253.4)           (869.3)           (657.1)
Results from disposal of assets                 68.4               49.3               30.8             155.1             128.2
Other operating income (expenses), net             (178.0)           (176.1)           (210.5)           (527.4)           (416.3)
Operating income           1,223.5              277.9              162.5           1,705.5           1,272.4
Share of profit (loss) of subsidiaries, joint ventures and associates                 (0.4)             (12.4)               (1.9)               (4.1)             (10.4)
Adjusted EBITDA           1,513.1              532.7              478.5           2,587.8           1,992.2
Non-recurring¹               (68.4)             (49.3)             (30.8)           (155.1)           (160.9)
Recurring Adjusted EBITDA           1,444.7              483.4              447.7           2,432.7           1,831.3
Depreciation and amortization²               290.0             267.2             317.9             886.4             730.3
Ratios
   Gross margin (R$/m³)                  352                165                  170                240                197
   Operating margin (R$/m³)                  207                 46                 29                100                 75
   Adjusted EBITDA margin (R$/m³)                  256                 88                 85                152                117
   Recurring Adjusted EBITDA margin (R$/m³)                  244                 80                 80                143                108
                     
Number of service stations            5,816            6,940            6,281            5,816            6,940
Number of employees            4,733            4,587            4,809            4,733            4,587


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

² Includes amortization with contractual assets with customers - exclusive rights


(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 8, 2023)

  

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

 

Date, Hour and Place:

November 8, 2023, at 10:30 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.

 

Members in attendance:

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

 

Matters discussed and resolutions:

 

1.After having analyzed and discussed, the Board of Directors approved the financial statements of the Company related to the third quarter of 2023.

 

2. The members of the Board of Directors approved the fees proposal of Deloitte Touche Tohmatsu Auditores Independentes Ltda. to provide auditing services for the 2023 financial statements, as proposed by the Executive Board and recommended by the Company's Audit and Risks Committee.

 

3. The Board of Directors approved the Corporate Clawback Policy, as proposed by the Executive Board endorsed by the People Committee.

 

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


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


 

Jorge Marques de Toledo Camargo – Chairman

 

Marcos Marinho Lutz – Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Fabio Venturelli

 

Flávia Buarque de Almeida

 

Francisco de Sá Neto

 

José Mauricio Pereira Coelho

 

Marcelo Faria de Lima

 

Peter Paul Lorenço Estermann

 

Denize Sampaio Bicudo – Secretary of the Board of Directors


SIGNATURES

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

Date: November 8, 2023 


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer

                 

(Interim Financial Information as of and for the Quarter Ended September 30, 2023, 3Q23 Earnings Release and Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 8, 2023)