6-K
Ambipar Emergency Response (AMBIQ)
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 April, 2023
Commission File Number: 001-41638
AMBIPAR EMERGENCY RESPONSE
(Exact name of registrant as specified in itscharter)
Avenida Angélica, nº 2346, 5th Floor
São Paulo, São Paulo, Brazil,01228-200
Tel: +55 (11) 3526-3526
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ¨ No x
Emergencia’s financial statements as of and for the year ended December 31, 2022.
Ambipar Emergency Response (the “Company”) informs the market that on March 31, 2023, its parent company, Ambipar Participações e Empreendimentos S.A. (“Ambipar Parent”), published in Brazil the Portuguese-language statutory financial statements of Emergência Participações S.A., a wholly-owned subsidiary and the accounting predecessor of the Company (“Emergencia”) as of and for the year ended December 31, 2022 (the “2022 Financial Statements”) as required by local laws and regulations.
An English translation of relevant excerpts of the 2022 Financial Statements are furnished as Exhibit 99.1 to this Report on Form 6-K. Financial information relating to Emergencia contained therein has not been audited or reviewed in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). While we do not expect that such financial information will differ materially from Emergencia’s actual results for the year ended December 31, 2022, we cannot assure you that such financial information will be indicative of the Emergencia’s actual financial results for the year ended December 31, 2022 or for any future periods.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Excerpts of Emergência Participações S.A. financial statements as of and<br>for the year ended December 31, 2022 (English translation) |
SIGNATURE
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: April 3, 2023
| AMBIPAR EMERGENCY RESPONSE | |
|---|---|
| By: | /s/Thiago da Costa Silva |
| Name: Thiago da Costa Silva | |
| Title: Director |
Exhibit 99.1
EMERGÊNCIA PARTICIPAÇÕES S.A.
Statements of financial position
As of December 31, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
Assets
| Consolidated | ||||
|---|---|---|---|---|
| December 31,<br><br> 2022 | December 31,<br><br> 2021 | |||
| Current | ||||
| Cash and cash equivalents | 271,607 | 118,918 | ||
| Trade and other receivables | 711,892 | 234,288 | ||
| Current income tax and social contribution recoverable | 6,388 | 4,895 | ||
| Other taxes recoverable | 29,740 | 13,308 | ||
| Prepaid expenses | 37,806 | 1,484 | ||
| Advances to suppliers | 29,864 | 47,283 | ||
| Inventories | 18,128 | 8,781 | ||
| Dividends receivable | - | - | ||
| Other accounts equivalents | 36,498 | 24,454 | ||
| Total current assets | 1,141,923 | 453,411 | ||
| Noncurrent | ||||
| Related parties loans | 26,180 | 34,726 | ||
| Non-current income tax and social contribution recoverable | 2,854 | - | ||
| Non-current other taxes recoverable | 392 | - | ||
| Deferred taxes | 25,420 | 8,987 | ||
| Judicial deposits | 826 | 147 | ||
| Other accounts receivable | 37,599 | 6,811 | ||
| Investments | 7,620 | - | ||
| Property, plant and equipment | 516,081 | 296,396 | ||
| Right of use | 68,275 | 35,225 | ||
| Goodwill | 1,192,302 | 585,746 | ||
| Intangible assets | 420,197 | 9,632 | ||
| Total non-current assets | 2,297,746 | 977,670 | ||
| Total assets | 3,439,669 | 1,431,081 |
Liabilities and net equity
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| December 31,<br><br> 2022 | December 31,<br><br> 2021 | |||||
| Current | ||||||
| Loans and financing | 67,656 | 60,755 | ||||
| Debentures | 84,187 | - | ||||
| Trade and other payables | 155,523 | 39,573 | ||||
| Labor obligations | 114,941 | 21,552 | ||||
| Dividends payable | 76,909 | 31,469 | ||||
| Current income tax and social <br> contribution payable | 12,998 | 6,872 | ||||
| Other tax payable | 33,719 | 17,678 | ||||
| Obligations from acquisition of investment | 141,698 | 128,130 | ||||
| Lease liabilities | 14,411 | 9,635 | ||||
| Other bills to pay | 36,345 | 30,480 | ||||
| Total current liabilities | 738,387 | 346,144 | ||||
| Noncurrent | ||||||
| Loans and financing | 649,762 | 94,549 | ||||
| Debentures | 516,533 | - | ||||
| Other taxes payable | 7,986 | 4,065 | ||||
| Related parties loans | 769,792 | 482,161 | ||||
| Provision for loss on investments | - | - | ||||
| Deferred income tax and social contribution | 190,833 | 33,404 | ||||
| Obligations from acquisition of investment | 81,728 | 101,278 | ||||
| Provision for contingencies | 607 | 181 | ||||
| Lease liabilities | 32,648 | 22,032 | ||||
| Other bills to pay | 4,305 | 9,349 | ||||
| Total non-current liabilities | 2,254,194 | 747,019 | ||||
| Equity | ||||||
| Capital | 261,920 | 261,920 | ||||
| Profit reserves | 302,817 | 176,148 | ||||
| Capital transactions | (110,218 | ) | (116,486 | ) | ||
| Equity valuation adjustment | - | 984 | ||||
| Accumulated translation adjustment | (89,165 | ) | 3,428 | |||
| Attributable to controlling interest | 365,354 | 325,994 | ||||
| Non-controlling interest | 81,734 | 11,924 | ||||
| Total equity | 447,088 | 337,918 | ||||
| Total shareholders' equity and<br> liabilities | 3,439,669 | 1,431,081 |
EMERGÊNCIA PARTICIPAÇÕES S.A.
Statements of income
Years ended December 31, 2022 and 2021
(Amounts expressed in thousands of Brazilian Reais, except earnings per share)
| December 31,<br><br> 2021 | |||||
| Gross revenue | 1,813,280 | 919,084 | |||
| Deductions from gross income | (128,384 | ) | (96,881 | ) | |
| Net revenue | 1,684,896 | 822,203 | |||
| Cost of services rendered | (1,337,749 | ) | (618,691 | ) | |
| Gross Profit | 347,147 | 203,512 | |||
| Operating (expenses)/revenues | |||||
| Selling, general and administrative | (26,553 | ) | (26,837 | ) | |
| Equity in earnings of investments | 3,628 | - | |||
| Other income, net expenses | 12,536 | 1,355 | |||
| (10,389 | ) | (25,482 | ) | ||
| Operating profit | 336,758 | 178,030 | |||
| Net finance costs | |||||
| Financial expenses | (113,541 | ) | (12,804 | ) | |
| Financial income | 9,567 | 10,776 | |||
| (103,974 | ) | (2,028 | ) | ||
| Net income before income and social contribution taxes | 232,784 | 176,002 | |||
| Current income tax and social contribution | (35,806 | ) | (23,773 | ) | |
| Deferred income tax and social contribution | (9,104 | ) | (14,087 | ) | |
| Profit for the year | 187,874 | 138,142 | |||
| Attributable to | |||||
| Controlling interest | 161,493 | 131,116 | |||
| Non-controlling interest | 26,381 | 7,026 | |||
| Number of shares at year end | 261,920,439 | 261,920,439 | |||
| Earnings per share at year end - in R | 0.72 | 0.53 |
All values are in US Dollars.
EMERGÊNCIA PARTICIPAÇÕES S.A.
Statements of cash flows
Years ended December 31, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
| Consolidated | ||
|---|---|---|
| Cash flows from operating activities | December 31, <br><br>2022 | December 31,<br><br> 2021 |
| Net income for the year | 187,874 | 138,142 |
| Adjustments to reconcile income to cash from (applied to) operations: | ||
| Depreciation and amortization | 112,029 | 60,163 |
| Expected credit losses | 248 | (340) |
| Residual value of written-off property, plant and equipment and intangible assets | 26,291 | (6,355) |
| Provision for contingencies | 334 | (365) |
| Income tax and social contribution - deferred | 9,104 | 14,087 |
| Equity | (3,628) | - |
| Other reconciliation adjustments | (2,779) | - |
| Interest on loans and financing, debentures, leases and exchange rate variation | 96,699 | 2,919 |
| Changes in assets and liabilities: | ||
| Accounts receivable | 85,469 | (79,118) |
| Recoverable taxes | (20,550) | (6,102) |
| Prepaid expenses | (32,859) | 1,778 |
| Advances to suppliers | 23,650 | (29,287) |
| Inventories | (5,672) | (3,607) |
| Other accounts receivable | 18,783 | 24,850 |
| Suppliers | (1,989) | (21,740) |
| Salaries and social security charges | 27,472 | (1,485) |
| Taxes payable | 34,210 | (2,900) |
| Other accounts payable | (25,736) | (17,565) |
| Cash generated from operating activities | 528,950 | 73,075 |
| Interest paid on loans and financing | (12,126) | (5,985) |
| Interest paid on debentures | (25,274) | - |
| Interest paid on leases | (2,400) | (573) |
| Income tax and social contribution | (18,213) | (2,193) |
| Cash from (invested in) operations | 470,937 | 64,324 |
| Cash flow from investing activities | ||
| Dividends received | - | - |
| Cash spent on companies' acquisitions; net of cash received | (1,090,040) | (286,134) |
| Payment of obligations from acquisition of investments | (134,981) | (38,493) |
| Acquisition of property, plant and equipment and intangible assets | (95,748) | (123,793) |
| Net cash used in investing activities | (1,320,769) | (448,420) |
| Cash flow from financing activities | ||
| Attributed to shareholders | ||
| Profit distribution - prior periods | - | (63) |
| Attributed to financing | ||
| Related parties | 71,019 | 441,662 |
| Lease payments - Principal | (32,802) | (6,819) |
| Proceeds from loans and financing | 446,870 | 50,620 |
| Funding of debentures | 573,623 | - |
| Payments of loans and financing - Principal | (63,985) | (52,152) |
| Payment of Share Issuance Costs | - | - |
| Net cash generated from financing activities | 994,725 | 433,248 |
| Increase in cash and cash equivalents | 144,893 | 49,152 |
| Exchange rate change in cash and cash equivalents | 7,796 | 8,012 |
| Cash and cash equivalents at the beginning of the year | 118,918 | 61,754 |
| Cash and cash equivalents at the end of the year | 271,607 | 118,918 |