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6-K 1 ambiparresponse_releasex3q.htm 6-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2023
Commission File Number: 001-41638
AMBIPAR EMERGENCY RESPONSE
(Exact name of registrant as specified in its charter)
Avenida Angélica, nº 2346, 5th Floor
São Paulo, São Paulo, Brazil, 01228-200
Tel: +55 (11) 3429-5000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒        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 ☒
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 ☒




EXHIBIT INDEX
Exhibit No.
Description of Exhibit




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: December 15, 2023
AMBIPAR EMERGENCY RESPONSE
By: /s/Thiago da Costa Silva
Name: Thiago da Costa Silva
Title: Director


EX-99.1 2 exhibit991_3q23.htm EX-99.1 Document

response_releasex3q23x1212k.jpg


Exhibit 99.1

INDEX
2


LETTER TO SHAREHOLDERS
To our shareholders
In 3Q2023, Ambipar Response (hereinafter referred to as "Response" or "the Company") continued executing the growth plan and integration efforts of its acquisitions.
Results
Our revenues and margins have performed satisfactory across regions. Notably, we have executed cleaning and fire fighting for the agricultural industry across the US, Canada and Brazil. We have also been developing great capabilities in tank cleaning both onshore and offshore.
We are satisfied with the margins presented YTD on Response. There are still pockets for margin improvements in the longer term in US and Canada. In Brazil we kept investing our time and efforts on improving cross-selling and growing upon the existing asset base.
Consolidation, operations and integrations
During 3Q23 we turned 5 companies into SAP, and we keep on deploying our proprietary software to induce cross-selling opportunities (SIGA). Our goal is to create a business system as efficient as possible, that optimizes for our companies and allows them to become ever stronger as part of the Response ecosystem.
The opportunity to consolidate a fragmented market where clients demand reliability, stand by capacity and quality of service is strong across our regions. We’ll invest organically and, probably to a lesser extent, inorganically, to develop our reach within the territories and supply chains we already provide for.
As usual, we thank shareholders for their belief in our mission and support on the multiyear journey to consolidate the hazardous services landscape thus minimizing human impact on the environment.
Sincerely,
Your Chairman of the board Ambipar Response has 4 businesses units:
3


AMBIPAR RESPONSE
1.Emergency response: specialist in crisis management and response to environmental emergencies, with command coordinated by a control center, managing services simultaneously, scalable and standardized. It has 5 HAZMAT training camps, training person according to National Technical Standards Fire Protection Association (“NFPA”, in the USA), a reference in the development of technical standards for emergency response. Also comprises Fire Response for the prevention and combat of forest and industrial fires and Medical Response to emergency medical care services.
2.Marine response: port support solutions, such as transporting people, material and ranch, dredging support, preventive fencing and emergency bases. It also offers solutions for maritime support, such as transporting materials to platforms, combating oil spills, chase-boats for seismic vessels, and vessels for FPSO support (Floating production storage and offloading).
3.Industrial response: meets demands for cleaning, maintenance, decontamination and treatment, painting of industrial and naval tanks, which typically involve a hazardous environment or material. It also performs decommissioning of FPSOs, vessels, platforms and industrial plants. It can perform these services for radioactive materials as well.
4.Environmental response: rehabilitation of fauna and flora, licensing, auditing and environmental due diligence, soil remediation, risk study, preparation and execution of environmental monitoring programs. Team formed by biologists, oceanographers, geologists, geographers and engineers.
For more details, watch the institutional video.
4


HIGHLIGHTS
BRL million 3Q23 3Q22 Chg. 2Q23 Chg. 9M23* 9M22 Chg.
GROSS REVENUE 702.6 431.8 62.7% 660.4 6.4% 1,990.1 1,145.5 73.7%
DEDUCTIONS -61.5 -33.7 82.5% -48.3 27.3% -140.7 -92.9 51.5%
NET REVENUE 641.1 398.1 61.0% 612.1 4.7% 1,849.4 1,052.6 75.7%
GROSS PROFIT 192.2 115.3 66.7% 157.9 21.7% 495.4 297.3 66.6%
GROSS MARGIN 30.0% 29.0% 1.0 p.p. 25.8% 4.2 p.p. 26.8% 28.2% -1.5 p.p.
EBITDA 183.2 107.9 69.7% 150.3 21.8% 473.5 275.8 71.6%
EBITDA MARGIN 28.6% 27.1% 1.5 p.p. 24.6% 4.0 p.p. 25.6% 26.2% -0.6 p.p.
* 9M23 EBITDA and EBITDA margin adjusted to exclude extraordinary expenses and non-cash from NYSE American listing.
5


GROSS REVENUE
RESPONSE
COMPOSITION
OF GROSS REVENUE R$ million
3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23
GROSS REVENUE 262.4 281.5 350.4 363.3 431.8 667.8 627.1 660.4 702.6
Brazil 82.2 77.1 112.5 122.8 159.4 202.5 208.7 244.5 270.9
International 180.2 204.4 237.9 240.6 272.4 465.3 418.4 415.9 431.8
Latam (ex Brazil)
47.7 50.1 57.9 58.7 44.1 50.3 55.8 54.3 61.7
Europe
50.1 48.1 47.8 50.5 51.8 64.7 56.1 46.0 42.8
North America
82.4 106.2 132.2 131.3 176.5 350.3 306.5 315.5 327.3
response_releasex3q23x1212l.jpg
Our operations had revenue variations as expected. Gross revenue reached R$703 million in 3Q23, 62.7% higher than 3Q22 and up by 6.4% compared to 2Q23.
response_releasex3q23x1212m.jpg
The organic growth measured by the quarterly gross revenue variation of companies and operations that have been for 12 months or more in the Ambipar group compared to the same quarter last year, reached 19%. The markets of Brazil, western Canada and the Gulf region in the USA may be highlighted.
6


BRAZIL
COMPOSITION OF GROSS REVENUE
R$ million
3Q23 3Q22 Chg.
3Q23 x3Q22
2Q23 Chg.
3Q23 X2Q23
9M23 9M22 Chg.
9M23 x 9M22
RESPONSE                
GROSS REVENUES 702.6 431.8 62.7% 660.4 6.4% 1,990.1 1,145.5 73.7%
Brazil 270.9 159.4 70.0% 244.5 10.8% 724.1 394.6 83.5%
Subscriptions Brazil
40.3 35.9 12.4% 39.6 1.9% 118.1 103.3 14.3%
Services Brazil
230.5 123.5 86.7% 204.9 12.5% 606.0 291.3 108.0%
Attended Services 3Q22 4Q22 1Q23 2Q23 3Q23 Chg.
3Q23 x3Q22
Brazil Gross Revenue (BRL Million) 123.5 165.5 170.5 204.9 230.5 86.7%
Number of Services Provided 2,435 2,594 2,727 3,075 3,237 32.9%
Average Ticket (BRL Thousand) 50.7 63.8 62.5 66.6 71.2 40.4%
•Gross Revenue in Brazil grew in all comparisons, mainly driven by the provision of scheduled industrial services and emergencies in the road and rail sectors.
•The average ticket rose YoY and QoQ reflecting higher complexity of attended services.
•This result is related to the integration and cross-selling between the business areas.
LATAM
COMPOSITION OF GROSS REVENUE
R$ million
3Q23 3Q22 Chg.
3Q23 x3Q22
2Q23 Chg.
3Q23 X2Q23
9M23 9M22 Chg.
9M23 x 9M22
RESPONSE                
GROSS REVENUES 702.6 431.8 62.7  % 660.4 6.4  % 1,990.1 1,145.5 73.7  %
International 431.8 272.4 58.5  % 415.9 3.8  % 1,266.1 750.8 68.6  %
Latam (ex-Brazil) 61.7 44.1 39.8  % 54.3 13.5  % 171.8 160.7 6.9  %
Subscriptions Latam
35.8 34.6 3.7  % 34.6 3.6  % 106.5 100.2 6.3  %
Services Latam
25.8 9.6 170.0  % 19.7 30.9  % 65.3 60.5 7.9  %
Attended Services 3Q22 4Q22 1Q23 2Q23 3Q23 Chg.
3Q23 x3Q22
Latam
(Ex Brazil)
Gross Revenue (BRL Million) 9.6 14.8 19.7 19.7 25.8 170.0  %
Number of Services Served 80 104 95 90 102 27.5  %
Average Ticket (BRL Thousand) 119.6 142.3 207.6 219.4 253.4 111.8  %
•Latam gross revenue had a negative exchange rate impact between 2Q23 vs. 3Q23, due to the 7.9% appreciation of the Real against the Chilean Peso. On a Local currency view, Revenues showed slight growth.
•The good result in profitability of the operation in Chile stands out, which benefited from services for large clients in the mining, engineering and steel industry.
7


EUROPE
COMPOSITION OF GROSS REVENUE
R$ million
3Q23 3Q22 Chg.
3Q23 x3Q22
2Q23 Chg.
3Q23 X2Q23
9M23 9M22 Chg.
9M23 x 9M22
RESPONSE                
GROSS REVENUES 702.6 431.8 62.7  % 660.4 6.4  % 1,990.1 1,145.5 73.7  %
International 431.8 272.4 58.5  % 415.9 3.8  % 1,266.1 750.8 68.6  %
Europe 42.8 51.8 -17.4  % 46.0 -7.0  % 145.0 150.1 -3.4  %
Subscriptions Europe
4.3 3.7 16.4  % 4.6 -5.4  % 13.7 11.1 23.6  %
Services Europe
38.5 48.1 -20.0  % 41.5 -7.1  % 131.2 139.0 -5.6  %
Attended Services 3Q22 4Q22 1Q23 2Q23 3Q23 Chg.
3Q23 x3Q22
Europe Gross Revenue (BRL Million) 48.1 60.0 51.3 41.5 38.5 -20.0  %
Number of Services Served 5,922 5,974 5,947 5,798 5,854 -1.1  %
Average Ticket (BRL Thousand) 8.1 10.0 8.6 7.2 6.6 -19.0  %
•In Europe, we saw a quarterly drop in revenue, due to lower industrial demand and fewer railway emergencies and coast guard services.
•On the positive side, we have become emergency response suppliers for data center companies in Europe.
•The operation has shown satisfactory profitability, there was an emphasis on winning contracts with better margins in industrial services, compensating for the drop in revenue.
•The region puts Ambipar in a position to capture contracts across EMEA.
NORTH AMERICA
COMPOSITION OF GROSS REVENUE
R$ million
3Q23 3Q22 Chg.
3Q23 x3Q22
2Q23 Chg.
3Q23 X2Q23
9M23 9M22 Chg.
9M23 x 9M22
RESPONSE                
GROSS REVENUES 702.6 431.8 62.7  % 660.4 6.4  % 1,990.1 1,145.5 73.7  %
International 431.8 272.4 58.5  % 415.9 3.8  % 1,266.1 750.8 68.6  %
North America 327.3 176.5 85.5  % 315.5 3.7  % 949.3 440.0 115.7  %
Attended Services 3Q22 4Q22 1Q23 2Q23 3Q23 Chg.
3Q23 x3Q22
North America Gross Revenue (BRL Million) 176.5 350.3 306.5 315.5 327.3 85.5  %
Number of Services Served 2,991 3,117 3,228 3,660 3,751 25.4  %
Average Ticket (BRL Thousand) 59.0 112.4 95.0 86.2 87.2 47.9  %
•North American operations continue its growth trajectory in industrial and emergency services, with emphasis on performance in Texas, which has provided services to the agricultural market.
•In Canada, services for the oil and gas industry and infrastructure stand out.
8


NET REVENUE
R$ million 3Q23 3Q22 Chg. 2Q23 Chg. 9M23 9M22 Chg.
Gross Revenues 702.6 431.8 62.7  % 660.4 6.4  % 1,990.1 1,145.5 73.7  %
Deductions -61.5 -33.7 82.5  % -48.3 27.3  % -140.7 -92.9 51.5  %
Net Revenues 641.1 398.1 61.0  % 612.1 4.7  % 1,849.4 1,052.6 75.7  %
% Deductions / Gross Revenues -8.8  % -7.8  % -1.0 p.p. -7.3  % -1.4 p.p. -7.1  % -8.1  % 1.0 p.p.
•The variation in net revenue accompanied the evolution of gross revenue by geography, and the revenue deductions for each region. There was no significant change in the tax structure of each market, with higher deductions in the Brazilian market than in the international market.
COST OF PRODUCTS/SERVICES (CASH)
RESPONSE
COST OF SERVICES R$ million
3Q23 3Q22 Chg. 2Q23 Chg. 9M23 9M22 Chg.
Personnel 260.0 137.7 88.8% 253.4 2.6% 751.1 375.9 99.8%
Third parties 102.7 45.1 127.9% 92.2 11.5% 283.7 141.4 100.6%
Maintenance 22.7 15.5 46.2% 24.7 -8.3% 67.2 30.2 122.7%
Travel 19.7 6.7 192.1% 19.2 2.7% 56.1 16.0 250.8%
Freight 1.2 1.3 -6.9% 0.8 53.3% 3.5 3.6 -4.2%
Rentals -21.2 3.3 N.M. 11.7 N.M. 1.3 22.4 -94.4%
Fuel 16.1 19.8 -18.4% 12.8 26.4% 41.5 50.7 -18.1%
Materials 4.6 10.4 -56.0% 5.2 -11.5% 17.7 17.1 2.9%
Telecommunications 3.7 1.0 262.1% 2.9 29.1% 10.2 2.2 358.4%
Marketing 4.6 5.5 -15.5% 5.3 -12.6% 13.0 6.7 94.0%
Taxes 1.1 5.9 -82.3% 4.2 -75.1% 16.1 21.5 -25.1%
Others 33.6 30.5 10.2% 21.9 53.8% 92.8 67.5 37.3%
TOTAL 448.8 282.8 58.7% 454.1 -1.2% 1,354.0 755.3 79.3%
9


RESPONSE
COST OF SERVICES R$ million 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23
Net Revenue 233.4 255.6 321.9 332.6 398.1 632.3 596.3 612.1 641.1
Personnel 91.3 96.4 118.0 120.2 137.7 271.5 237.6 253.4 260.0
Third parties 28.8 27.7 46.8 49.5 45.1 69.0 88.8 92.2 102.7
Maintenance 4.5 6.2 6.6 8.1 15.5 27.8 19.8 24.7 22.7
Travel 3.8 4.3 4.6 4.6 6.7 17.2 17.2 19.2 19.7
Freight 0.8 0.9 1.1 1.2 1.3 13.4 1.5 0.8 1.2
Rentals 7.2 7.1 9.6 9.5 3.3 8.6 10.7 11.7 -21.2
Fuel 6.6 9.0 12.2 18.7 19.8 7.5 12.6 12.8 16.1
Materials 3.2 3.5 3.3 3.5 10.4 5.2 7.9 5.2 4.6
Telecommunications 0.5 0.7 0.7 0.6 1.0 4.2 3.7 2.9 3.7
Marketing 0.3 1.5 0.5 0.7 5.5 4.1 3.1 5.3 4.6
Taxes 3.6 3.7 9.3 6.2 5.9 -1.3 10.8 4.2 1.1
Others 9.0 14.4 16.3 20.8 30.5 27.0 37.3 21.9 33.6
Total 159.4 175.3 229.0 243.6 282.8 454.2 451.0 454.1 448.8
Percentage of Net Revenue
RESPONSE
COST OF SERVICES R$ million 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23
Net Revenue 233.4 255.6 321.9 332.6 398.1 632.3 596.3 612.1 641.1
Personnel 39.1% 37.7% 36.7% 36.1% 34.6% 42.9% 39.9% 41.4% 40.6%
Third parties 12.4% 10.9% 14.5% 14.9% 11.3% 10.9% 14.9% 15.1% 16.0%
Maintenance 1.9% 2.4% 2.1% 2.4% 3.9% 4.4% 3.3% 4.0% 3.5%
Travel 1.6% 1.7% 1.4% 1.4% 1.7% 2.7% 2.9% 3.1% 3.1%
Freight 0.3% 0.3% 0.4% 0.3% 0.3% 2.1% 0.2% 0.1% 0.2%
Rentals 3.1% 2.8% 3.0% 2.9% 0.8% 1.4% 1.8% 1.9% -3.3%
Fuel 2.8% 3.5% 3.8% 5.6% 5.0% 1.2% 2.1% 2.1% 2.5%
Materials 1.3% 1.4% 1.0% 1.1% 2.6% 0.8% 1.3% 0.8% 0.7%
Telecommunications 0.2% 0.3% 0.2% 0.2% 0.3% 0.7% 0.6% 0.5% 0.6%
Marketing 0.1% 0.6% 0.2% 0.2% 1.4% 0.6% 0.5% 0.9% 0.7%
Taxes 1.5% 1.4% 2.9% 1.9% 1.5% -0.2% 1.8% 0.7% 0.2%
Others 3.9% 5.6% 5.1% 6.2% 7.7% 4.3% 6.3% 3.6% 5.2%
Total 68.3% 68.6% 71.1% 73.2% 71.0% 71.8% 75.6% 74.2% 70.0%
Gross Margin 31.7% 31.4% 28.9% 26.8% 29.0% 28.2% 24.4% 25.8% 30.0%
Costs remained stable as a percentage of revenue when comparing 3Q23 vs. 2Q23, reflecting the company's business mix. There were no highlights in the composition of costs in this quarter. The largest cost components – Personnel, Third Parties, Maintenance, Fuel and Travel – represented more than 85% of total costs.
Rental costs were reversed this quarter, due to the reclassification of expenditure relating to 2023 of operations in North America, which did not adopt the IFRS 16 standard.
10


GROSS PROFIT
response_releasex3q23x1212g.jpg
Gross profit grew over 3Q22. Gross margin for 3Q23 reached 30.0%, a result of 1.0 pp. higher than 3Q22 and up by 4.2 pp. compared to 2Q23. The improvement in gross margin in relation to 2Q23, is due to better performance in Brazil and Canada.
It is worth noting that part of the margin increase in 3Q23 is due to the accounting adjustment to IFRS 16 carried out in this period and will not be recurring.
EBITDA
response_releasex3q23x1212h.jpg
* 1Q23 EBITDA and EBITDA margin adjusted to exclude extraordinary expenses and non-cash from NYSE listing EBITDA registered a 69.7% growth in the 3Q23 versus 3Q22.
11


The 3Q23 EBITDA margin remained in line with the previous quarter's level, excluding the impact of the reclassification of rental costs.
FINANCIAL RESULTS
R$ million 3Q23 3Q22 Var. 2Q23 Var. 9M23 9M22 Var.
Financial Results -42.4 -36.6 16.0% -50.9 -16.7% -123.0 -59.9 105.5%
Financial Expenses -52.8 -37.3 41.5% -48.9 8.0% -149.8 -66.2 126.3%
Financial Income 10.4 0.7 1,304.3% -2.0 N.M 26.8 6.4 322.2%
In 3Q23, Ambipar Response presented a negative net financial result of R$42.4 million, R$5.9 million higher resulting from the increase in interest rates and the increase in debt, compared to 3Q22. The debt increase was mainly due to the capital allocation on capex and M&A.
NET INCOME
R$ million 3Q23 3Q22 Var. 2Q23 Var. 9M23 9M22 Var.
Net Income 53.7 35.0 53.2% 47.1 14.0% 33.2 117.4 -71.8%
Net Margin 8.4% 8.8% -0.4 p.p. 7.7% 0.7 p.p. 1.8% 11.2% -9.4 p.p.
Ambipar Response registered net income of R$53.7 million in 3Q23, with a net margin of 8.4%.
Compared to the same quarter of the previous year, net income grew by 53%, with a reduction of 0.4 p.p. in net margin. Profit growth derives from the growth in operations, while the drop in margin is explained by the negative financial result and the contribution of business segments and regions to the consolidated result.
The portion of net income allocated to non-controlling shareholders grew in 3Q23, as we made several acquisitions of companies throughout the year of 2022 where founding partners remain in the business as minority shareholders. This way of carrying out acquisitions ensures that we maintain expertise and continuity in the acquired companies, and it is a form of long-term alignment.
12


CAPITAL STRUCTURE
On September 30, 2023, financial gross debt reached the amount of R$ 1,194.0 million, a reduction of R$ 124.2 million in relation to the balance determined on December 31, 2022, mainly due to the amortization of debentures and funding of loans and financing. Considering Related Parties, the total amount of gross debt was R$ 1,828.3 million a reduction of R$ 259.6 million.
R$ Million 3Q23 4Q22
Short Term 114.4 151.8
Loans and financing
56.8 67.7
Debentures
57.6 84.2
Long Term 1,079.5 1,166.3
Loans and financing
614.0 649.8
Debentures
465.5 516.5
Short Term 10% 12%
Long Term 90% 88%
Financial Gross Debt 1,194.0 1,318.1
Related Parties 634.4 769.8
Total Gross Debt 1,828.3 2,087.9
Financial Gross Debt R$ Million Financial charges - % p.a. Maturity 3Q23 4Q22
Working capital 2.17%+CDI and 6.36% August 2027 531.0 597.7
Investment financing 15.05% June 2033 93.2 108.7
Financial leases liabilities 5.34% September 2027 46.7 11.0
Debentures CDI + 2.65% and 3.5% September 2028 523.2 600.7
Total   1,194.0 1,318.1
Financial Leverage based on Covenants criteria reduced from 1.51x to 0.93x in the comparison between December 2022 and September 2023, due to the cash generation related to the Company's IPO occurred in March. Also in September 2023, considering Related Parties loans, the leverage was reduced from 2.59x to 1.76x.
15


R$ Million 3Q23 4Q22
Financial Gross Debt 1,194.0 1,318.1
(-) Cash and equivalents 510.9 271.6
(=) Financial Net Debt based on Covenants criteria 683.1 1,046.5
Pro forma annualized EBITDA¹ 732.7 691.9
Financial Leverage (x) 0.93 1.51
(=) Net Debt Including Related Parties² 1,291.4 1,790.1
Pro forma annualized EBITDA¹ 732.7 691.9
Financial Leverage (x) 1.76 2.59
1Calculated as the EBTIDA for 3Q23 multiplied by four.
2Considers the amount of related Parties Loans.
The debt maturity schedule has its most relevant portion in the year 2027.
response_releasex3q23x1212i.jpg
response_releasex3q23x1212j.jpg
*    Considers Related parties’ loans.
16


ROIC
BRL million 3Q23 LTM 4Q22 LTM Chg.
3Q23 LTM x 4Q22 LTM
(+) EBIT 486.9 336.8 44.6%
(-) Tax¹ -146.1 -101.0 44.6%
NOPAT 340.8 235.7 44.6%
(+) Average Shareholders' Equity 916.4 385.1 138.0%
(+) Average Net Debt 1,249.8 907.8 37.7%
Average Invested Capital 2,166.1 1,292.9 67.5%
(-) Average Intangible 1,457.2 907.5 60.6%
Average Invested Capital ex Intangible 708.9 385.4 83.9%
Operational ROIC² (%) 48.1% 61.2% -13.1 p.p.
ROIC (%) 15.7% 18.2% -2.5 p.p.
1Considers a 30% tax rate;
2Disregard intangibles
Return on Invested Capital minus intangible assets (“operating ROIC”) allows for an approximate estimate of the return on investments made in operations.
Return on Invested Capital (“ROIC”), which incorporates intangible assets into the invested capital base, mainly composed of goodwill paid for acquisitions.
M&A investment, at first, presents a lower ROIC, due to goodwill paid on acquisition. Once acquisitions become part of our operations, the expected return on the marginal investment made tends to follow the Operating ROIC, since the invested capital is allocated to the acquiree's operations and does not include goodwill.
In the medium term, therefore, we expect convergence between the company's ROIC and the operational ROIC.
17


CAPEX
In 3Q23, addition of Fixed Assets was R$75.6 million. In Response, we invested in Latin America in the new training camp in Chile and in Brazil, we acquired equipment to support the expansion of the operation, mainly for air support services. Helicopters support fire fighting operations, surveillance for deforestation and medical support on remote areas. We continued investing in vehicles for industrial services and emergency response in North America.
Additions to Fixed Assets
R$ million
3Q23 3Q22 Chg.
3Q23 x3Q22
2Q23 Chg.
3Q23 x 2Q23
9M23 9M22 Chg.
9M23 x 9M22
(+) Response
75.6 69.9 8.1% 41.9 80.2% 186.5 160.8 16.0%
(+) Brazil
45.4 52.3 -13.2% 11.6 292.2% 100.8 111.1 -9.3%
(+) LATAM (ex-Brazil)
15.8 0.7 2052.6% 19.8 -20.3% 36.7 2.7 1262.8%
(+) Europe
1.4 2.4 -44.2% 1.8 -26.4% 5.0 6.1 -17.3%
(+) North America
13.1 14.4 -9.4% 8.7 49.4% 44.0 40.9 7.6%
Additions to Fixed Assets
R$ million
3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23
(+) Response
46.2 12.9 64.8 26.1 69.9 72.5 69.0 41.9 75.6
(+) Brazil
32.5 7.1 49.9 8.9 52.3 37.9 43.8 11.6 45.4
(+) LATAM (ex-Brazil)
2.0 2.1 0.0 1.9 0.7 4.0 1.1 19.8 15.8
(+) Europe
2.6 2.8 3.2 0.5 2.4 2.1 1.8 1.8 1.4
(+) North America
9.2 0.9 11.8 14.7 14.4 28.5 22.2 8.7 13.1
3Q23 9M23
Expansion and Maintenance Capex
Capex
(R$ Million)
% Group Revenue
Capex
(R$ Million)
% Group Revenue
RESPONSE - Service Expansion
39.6 3.4% 101.9 2.9%
Response Brazil
23.9 2.0% 55.8 1.6%
Response Latam (Ex. Brazil)
15.7 1.3% 34.3 1.0%
Response Europe
0.0 0.0% 0.3 0.0%
Response North America
0.0 0.0% 11.5 0.3%
RESPONSE - Service Maintenance
36.0 3.0% 84.8 2.4%
Response Brazil
21.5 1.8% 45.1 1.3%
Response Latam (Ex. Brazil)
0.0 0.0% 2.3 0.1%
Response Europe
1.4 0.1% 4.8 0.1%
Response North America
13.1 1.1% 32.5 0.9%
18


ANNEXES
19


BALANCE SHEET
ASSETS
BRL thousand
09/30/2023 12/31/2022
Cash and cash equivalents 510,919 271,607
Trade and other receivables 795,622 711,892
Current income tax and social
contribution recoverable
7,493 6,388
Other taxes recoverable 50,718 29,740
Prepaid expenses 33,526 37,806
Advances to suppliers 54,989 29,864
Inventories 35,677 18,128
Dividends Receivable
Other accounts equivalents 49,345 36,498
Total current assets 1,538,289 1,141,923
Related parties loans 26,025 26,180
Non-current income tax and social contribuition recoverable 2,854 2,854
Non-current other taxes recoverable 847 392
Deferred taxes 23,824 25,420
Judicial deposits 895 826
Other accounts receivable 33,295 37,599
Investments - 7,620
Property, plant and equipment 692,552 516,081
Right of use 70,248 68,275
Goodwill 1,272,435 1,192,302
Intangible assets 376,868 420,197
Total Non-current assets 2,499,843 2,297,746
Total assets 4,038,132 3,439,669
20


BALANCE SHEET (continued)
LIABILITIES AND SHAREHOLDERS EQUITY BRL thousand 09/30/2023 12/31/2022
Loans and financing 56,819 67,656
Debentures 57,622 84,187
Trade and other payables 146,309 155,523
Labor obligations 89,151 114,941
Dividends Payable 42,074 76,909
Current income tax and social contribution payable 20,664 12,998
Other tax payable 30,863 33,719
Obligations from acquisition of investment 165,124 141,698
Lease liabilities 22,088 14,411
Other bills to pay 42,048 36,345
Total current liabilities 672,762 738,387
Loans and financing 614,005 649,762
Debentures 465,530 516,533
Other taxes payable 8,016 7,986
Related parties loans 634,356 769,792
Provision for loss on investments - -
Deferred income tax and social contribution 199,695 190,833
Obligations from acquisition of investment 49,591 81,728
Provision for contingencies 375 607
Lease liabilities 30,364 32,648
Warrant and Earn-out 38,243 -
Other bills to pay 10,326 4,305
Total Non-current liabilities 2,050,501 2,254,194
Capital 1,434,717 261,920
Earn-out variation (162) -
Share issue expenses - -
Profit reserves - 302,817
Capital transactions (84,729) (110,218)
Accumulated translation adjustment (173,164) (89,165)
Adjust previous exercises - -
Retained earnings (32,022) -
Equity attributable to owners of the group 1,144,640 365,354
Non-controlling interest 170,229 81,734
Total Equity 1,314,869 447,088
Total shareholders' equity and liabilities 4,038,132 3,439,669
21


INCOME STATEMENT
R$ million 3Q23 3Q22 Chg 2Q23 Chg. 9M23* 9M22 Chg.
Gross revenues
702.6
431.8
62.7%
660.4
6.4%
1,990.1
1,145.5
73.7%
Deductions
-61.5
-33.7
82.7%
-48.3
27.5%
-140.7
-92.9
51.5%
Net Revenues
641.1
398.1
61.0%
612.1
4.7%
1,849.4
1,052.6
75.7%
Cost of Services provided
-448.8
-282.8
58.7%
-454.1
-1.2%
-1,354.0
-755.3
79.3%
SG&A
-9.1
-7.4
22.2%
-7.6
19.4%
-21.9
-21.5
2.1%
EBITDA
183.2
107.9
69.7%
150.3
21.8%
473.5
275.8
71.7%
EBITDA Margin (%)
28.6%
27.1%
1.5 p.p.
24.6%
4.0 p.p.
25.6%
26.2%
-0.6 p.p.
Financial Results
-42.4
-36.6
16.0%
-50.9
-16.7%
-123.0
-59.9
105.5%
Financial Expenses
-52.8
-37.3
41.5%
-48.9
8.0%
-149.8
-66.2
126.3%
Financial Income
10.4
0.7
1,304.3%
-2.0
-606.3%
26.8
6.4
322.2%
Taxes
-35.5
-7.0
403.8%
-15.1
135.8%
-70.8
-27.0
162.5%
Current Taxes
-34.0
-9.0
278.6%
-16.0
112.6%
-63.6
-23.7
168.6%
Deferred Taxes
-1.5
1.9
-178.8%
0.9
-263.6%
-7.2
-3.3
119.0%
Net Income
53.7
35.0
53.2%
47.1
14.0%
33.2
117.4
-71.8%
*    9M23 EBITDA and margin excludes extraordinary expenses and non-cash from NYSE American listing.
22


CASH FLOW
BRL thousand 3Q23 3Q22 9M23 9M22
Net income for the period 53,683 35,035 33,161 117,417
Adjustments to reconcile income to cash from (applied to) operations:        
Depreciation and amortization 51,583 29,311 124,673 71,575
Expected credit losses -201 28 -216 0
Residual value of written-off property, plant and equipment and intangible assets 6,857 -14,333 16,313 9,100
Provision for contingencies -7 819 -232 675
Income tax and social contribution - Deferred 1,520 -1,929 7,223 3,298
Interest on loans and financing, debentures, leases and exchange rate variation 43,637 75,633 121,686 55,272
Changes in assets and liabilities:        
Accounts receivable -73,854 -28,044 -54,429 -99,658
Recoverable taxes -12,911 -178 -20,455 -133
Prepaid expenses -6,063 -17,376 4,606 -32,087
Advances to suppliers -552 7,785 -2,747 33,033
Inventories 25,659 -494 -8,534 -2,537
Other accounts receivable 136 -18,700 -6,883 -5,977
Suppliers 0 -16,528 -42,424 -13,119
Salaries and social security charges 9,682 10,131 -28,646 19,631
Taxes payable 3,670 11,904 16,925 8,386
Other accounts payable -40,397 9,766 -3,183 -27,717
Total -94,630 -41,734 -145,770 -120,178
Cash generated from operating activities 77,378 41,869 156,838 137,159
       
Interest paid on loans and financing -19,680 -3,199 -44,483 -8,923
Interest paid on debentures -47,658 -25,274 -94,549 -25,274
Interest paid on leases -981 513 -2,392 -672
Income tax and social contribution -6,176 -10,966 -18,330 -11,561
Total -74,495 -38,926 -159,754 -46,430
       
Cash from (invested in) operations 2,883 2,943 -2,916 90,729
         
Cash flow from investing activities        
Cash spent on companies' acquisitions; net of cash received -11,644 -113,763 -36,813 -254,128
Payment of obligations from acquisition of investments -49,111 -17,373 -114,034 -57,489
Acquisition of property, plant and equipment and intangible assets -54,853 -28,452 -163,808 -107,167
       
Net cash used in investing activities -115,608 -159,588 -314,655 -418,784
       
Cash flow from financing activities 0 0 0 0
Attributed to shareholders 0 0 0 0
Profit distribution - prior periods -8,789 -314 -56,689 -314
Increase in minority interest 0 0 699,532 0
Capital Increase 0 0 0 0
       
Attributed to financing 0 0 0 0
Related parties 18,388 237,235 122,897 135,560
Lease payments - Principal -42,458 -15,218 -70,850 -22,550
Proceeds from loans and financing 30,285 525,477 68,050 532,732
Proceeds from debentures -1,028 0 0 335,500
Funding of debentures -55,917 0 -55,917 0
Payments of loans and financing - Principal -77,883 -27,545 -141,863 -60,941
Payment of Share Issuance Costs 0 234 0 -5,065
Net cash generated from financing activities -137,402 719,869 565,160 914,922
       
Increase (decrease) in cash and cash equivalents -250,127 563,224 247,589 586,867
Exchange rate change in cash and cash equivalents 61,299 -52,354 -8,277 -37,685
Cash and cash equivalents at the beginning of the period 699,747 157,230 271,607 118,918
Cash and cash equivalents at the end of the period 510,919 668,100 510,919 668,100
23


Reconciliation of Non-GAAP Measures
Reconciliation of our Loans and Financings and Debentures to Total Gross Debt, Financial Net Debt based on Covenants, Net Debt Including Related Parties and Financial Leverage, Financial Leverage including Related Parties.
R$ Million 3Q23 4Q22
(+) Short Term Loans and financing 56.8 67.7
(+) Short Term Debentures 57.6 84.2
(+) Long Term Loans and financing 614.0 649.8
(+) Long Term Debentures 465.5 516.5
Financial Gross Debt 1,194.0 1,318.1
(-) Cash and equivalents 510.9 271.6
(=) Financial Net Debt based on Covenants 683.1 1,046.5
(/) Pro forma annualized EBITDA1
732.7 691.9
Financial Leverage (x)
0.93 1.51
Financial Gross Debt 1,194.0 1,318.1
(+) Related Parties Loans 634.4 769.8 
Total Gross Debt 1,828.3 2,087.9
(-) Cash and equivalents 510.9 271.6
(-) Related Parties Assets 26.0 26.2
(=) Net Debt Including Related Parties 1,291.4 1,790.1
(/) Pro forma annualized EBITDA1
732.7 691.9
Financial Leverage Including Related Parties (x) 1.76 2.59
1Calculated as the EBTIDA for 3Q23 multiplied by four.
EBITDA and EBITDA Margin Reconciliation
R$ Million 3Q23 3Q22 9M23 9M22
Profit for period 53.7 35.0 33.2 117.4
(+) Income tax and social contribution -35.5 -7.0 -70.8 -27.0
(+) Financial Results -42.4 -36.6 -123.0 -59.9
(+) Depreciation and amortization expenses -51.6 -34.9 -124.7 -77.2
(+) NYSE American Listing expenses - - -121.9 -
EBITDA (a) 183.2 107.9 473.5 275.8
Net revenue (b) 641.1 398.1 1,849.4 1,052.6
EBITDA Margin (a)/(b) 28.6% 27.1% 25.6% 26.2%
24


Reconciliation of our net revenues to Gross Profit and Gross Margin
R$ Million 3Q23 3Q22 9M23 9M22
Net revenue (a) 641.1 398.1 1,849.4 1,052.6
Cost of Services provided  
Personnel -260.0 -137.7 -751.1 -375.9
Third parties -102.7 -45.1 -283.7 -141.4
Fuel -16.1 -19.8 -41.5 -50.7
Freights -1.2 -1.3 -3.5 -3.6
Maintenance -22.7 -15.5 -67.2 -30.2
Taxes -1.1 -5.9 -16.1 -21.5
Marketing -4.6 -5.5 -13.0 -6.7
Materials -4.6 -10.4 -17.7 -17.1
Telecommunications -3.7 -1.0 -10.2 -2.2
Travel -19.7 -6.7 -56.1 -16.0
Depreciation -51.6 -34.9 -124.7 -77.2
Rents 21.2 -3.3 -1.3 -22.4
Others -42.7 -37.9 -236.6 -89.0
Total Cost of Services provided -509.5 -325.0 -1,622.5 -854.0
(-) SG&A -9.1 -7.4 -21.9 -21.5
(-) Depreciation -51.6 -34.9 -124.7 -77.2
(-) NYSE American Listing expenses
0.0 0.0 -121.9 0.0
Cost of Services provided (cash) (b) -448.8 -282.8 -1,354.0 -755.3
Gross Profit (a)+(b) 192.2 115.3 495.4 297.3
Gross Margin 30.0% 29.0% 26.8% 28.2%
25


Reconciliation of our operating profit to ROIC
R$ Million 3Q23
LTM
4Q22
LTM
3Q23
(A)
2Q23
(B)
1Q23
(C)
4Q22
(D)
3Q22
(E)
2Q22
(F)
1Q22
(G)
4Q21
(H)
Operating profit² 486.9 336.8 131.6 113.0 103.3 138.1 73.0 61.4 64.2 73.9
Income tax adjustment 1,2
(146.1) (101.0) (39.5) (33.9) (31.0) (41.4) (21.9) (18.4) (19.2) (22.2)
Net operating profit after tax (a)2
340.8 235.7 92.1 79.1 72.3 96.7 51.1 43.0 44.9 51.7
Total Shareholders’ equity 3
916.4 385.1 1,314.9 1,179.7 1,204.4 447.1 435.8 387.1 317.6 337.9
(+) Financial Gross Debt 3
1,211.7 907.8 1,194.0 1,256.4 1,092.8 1,790.1 929.0 679.9 656.2 483.8
(-) Cash and cash equivalents 3
575.6 270.3 510.9 691.8 735.4 271.6 668.1 157.2 135.8 118.9
(+) Related parties loans (current and non-current) 3
642.8 509.2 634.4 606.8 607.2 769.8 595.5 365.1 333.3 482.2
(-) Related parties assets 3
29.1 35.5 26.0 25.9 26.0 26.2 41.6 41.0 34.1 34.7
Invested capital (b) 2,166.1 1,292.9 2,606.3 1,558.1 1,573.8 1,612.5 892.3 730.2 707.1 595.4
ROIC (a)/(b) 15.7% 18.2%
(-) Goodwill 3
1,138.8 811.2 1,272.4 1,188.9 1,178.8 1,192.3 861.6 720.3 696.6 584.9
(-) Intangibles assets 3
318.4 96.4 376.9 369.3 395.0 420.2 30.7 9.9 10.4 10.5
Invested capital ex Goodwill and intangible assets (c) 708.9 385.4 957.0 767.1 723.3 624.7 472.5 336.7 266.7 226.4
ROIC (a)/(c) 48.1% 61.2%
1Income tax adjustment is defined as operating profit for the period multiplied by our normalized effective tax rate for the period, the numerator of which is income tax and social contribution and the denominator of which is profit before tax.
2Considers the sum of the last 4 quarters.
3Considers the average of the last 5 quarters.
26