UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Form 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of May 2022
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
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(Convenience Translation into English from the Original Previously Issued in Portuguese) |
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Ultrapar Participações S.A.
Individual and Consolidated Interim Financial Information as of and for the Quarter Ended March 31, 2022 and Report on Review of Interim Financial Information |
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|
|
Delitte Touche Tohmatsu Auditores Independentes Ltda.
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Ultrapar Participações S.A. and Subsidiaries
As of and for the Period Ended March 31, 2022
Table of Contents
(Convenience Translation into English from the Original Previously Issued in Portuguese)
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2022, which comprises the balance sheet as at March 31, 2022and the related statements of profit and loss, of comprehensive income, of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.
Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).
Other matters
Statements of value added
The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the three-month period ended March 31, 2022, 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.
Corresponding Figures
The corresponding figures for the quarter ended March 31, 2021, presented for purposes of comparison, were previously reviewed by other independent auditors, who issued an unmodified report, dated May 11, 2022. The corresponding figures as of December 31, 2021, presented for purposes of comparison, were previously audited by other independent auditors, who issued an unmodified report, dated February 23, 2022.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, May 11, 2022
| DELOITTE TOUCHE TOHMATSU | Daniel Corrêa de Sá |
| Auditores Independentes Ltda. | Engagement Partner |
Ultrapar Participações S.A. and Subsidiaries
As of March 31, 2022 and December 31, 2021
(In thousands of Brazilian Reais)
|
|
|
Parent |
|
Consolidated |
||||
|
|
Note |
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.a |
17,277 |
|
21,533 |
|
2,252,526 |
|
2,280,074 |
|
Financial investments and derivative financial instruments |
5.b |
86,786 |
|
142,065 |
|
936,573 |
|
1,804,122 |
|
Trade receivables |
6.a |
‐ |
|
‐ |
|
3,888,441 |
|
3,375,246 |
|
Reseller financing |
6.b |
‐ |
|
‐ |
|
580,129 |
|
582,562 |
|
Inventories |
7 |
‐ |
|
‐ |
|
4,242,281 |
|
3,918,772 |
|
Recoverable taxes |
8.a |
12,641 |
|
862 |
|
1,044,039 |
|
1,061,227 |
|
Recoverable income and social contribution taxes |
8.b |
51,338 |
|
56,499 |
|
257,517 |
|
291,833 |
|
Dividends receivable |
|
213 |
|
146,490 |
|
147 |
|
147 |
|
Other receivables |
|
90,279 |
|
105,513 |
|
51,480 |
|
56,205 |
|
Prepaid expenses |
11 |
10,306 |
|
7,548 |
|
148,984 |
|
98,024 |
|
Contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
573,704 |
|
555,052 |
|
|
|
268,840 |
|
480,510 |
|
13,975,821 |
|
14,023,264 |
|
Assets held for sale |
4 |
3,102,246 |
|
2,681,730 |
|
9,101,138 |
|
11,000,917 |
|
Total current assets |
|
3,371,086 |
|
3,162,240 |
|
23,076,959 |
|
25,024,181 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
Financial investments and derivative financial instruments |
5.b |
‐ |
|
‐ |
|
557,280 |
|
379,277 |
|
Trade receivables |
6.a |
‐ |
|
‐ |
|
73,170 |
|
63,749 |
|
Reseller financing |
6.b |
‐ |
|
‐ |
|
419,102 |
|
415,472 |
|
Related parties |
9.a |
400,000 |
|
406,787 |
|
490 |
|
490 |
|
Deferred income and social contribution taxes |
10.a |
76,999 |
|
72,402 |
|
608,473 |
|
571,755 |
|
Recoverable taxes |
8.a |
74 |
|
‐ |
|
1,063,021 |
|
1,046,798 |
|
Recoverable income and social contribution taxes |
8.b |
23,487 |
|
23,483 |
|
141,874 |
|
155,358 |
|
Escrow deposits |
23.a |
18 |
|
18 |
|
845,601 |
|
871,261 |
|
Indemnification asset - business combination |
23.c |
‐ |
|
‐ |
|
120,223 |
|
120,991 |
|
Other receivables |
|
‐ |
|
‐ |
|
32,709 |
|
29,748 |
|
Prepaid expenses |
11 |
2,414 |
|
1,748 |
|
66,916 |
|
71,368 |
|
Contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
1,570,144 |
|
1,524,174 |
|
|
|
502,992 |
|
504,438 |
|
5,499,003 |
|
5,250,441 |
|
Investments in subsidiaries, joint ventures and associates |
13 |
8,286,371 |
|
8,266,396 |
|
94,368 |
|
78,593 |
|
Right-of-use assets, net |
14 |
33,708 |
|
35,304 |
|
1,765,002 |
|
1,651,295 |
|
Property, plant and equipment, net |
15 |
10,587 |
|
16,006 |
|
5,564,286 |
|
5,534,591 |
|
Intangible assets, net |
16 |
252,167 |
|
252,585 |
|
1,660,773 |
|
1,471,256 |
|
|
|
9,085,825 |
|
9,074,729 |
|
14,583,432 |
|
13,986,176 |
|
Total assets |
|
12,456,911 |
|
12,236,969 |
|
37,660,391 |
|
39,010,357 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Statements of Financial Position
As of March 31, 2022 and December 31, 2021
(In thousands of Brazilian Reais)
|
|
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Parent |
|
Consolidated |
||||
|
|
Note |
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
| Liabilities | ||||||||
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Loans, financing and derivative financial instruments |
17 |
‐ |
|
‐ |
|
985,714 |
|
618,327 |
|
Debentures |
17 |
1,738,129 |
|
39,333 |
|
4,012,591 |
|
2,247,724 |
|
Trade payables |
18.a |
25,206 |
|
26,882 |
|
2,876,622 |
|
3,670,895 |
|
Trade payables - reverse factoring |
18.b |
‐ |
|
‐ |
|
2,447,569 |
|
2,119,059 |
|
Salaries and related charges |
19 |
38,335 |
|
55,477 |
|
267,579 |
|
330,103 |
|
Taxes payable |
20 |
734 |
|
1,096 |
|
251,830 |
|
229,176 |
|
Dividends payable |
|
8,573 |
|
193,564 |
|
19,266 |
|
202,860 |
|
Income and social contribution taxes payable |
|
‐ |
|
‐ |
|
79,595 |
|
196,348 |
|
Post-employment benefits |
21.b |
237 |
|
237 |
|
21,126 |
|
21,082 |
|
Provision for asset retirement obligation |
22 |
‐ |
|
‐ |
|
5,684 |
|
4,632 |
|
Provision for tax, civil and labor risks |
23.a |
‐ |
|
‐ |
|
34,801 |
|
119,942 |
|
Leases payable |
14 |
6,259 |
|
6,129 |
|
208,001 |
|
188,832 |
|
Other payables |
|
1,421 |
|
8,612 |
|
271,820 |
|
144,204 |
|
Deferred revenue |
24 |
‐ |
|
‐ |
|
3,747 |
|
5,625 |
|
|
|
1,818,894 |
|
331,330 |
|
11,485,945 |
|
10,098,809 |
|
Liabilities directly associated with assets held for sale |
4 |
‐ |
|
‐ |
|
2,010,360 |
|
2,541,421 |
|
Total current liabilities |
|
1,818,894 |
|
331,330 |
|
13,496,305 |
|
12,640,230 |
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Loans, financing and derivative financial instruments |
17 |
‐ |
|
‐ |
|
7,521,845 |
|
8,672,547 |
|
Debentures |
17 |
‐ |
|
1,724,866 |
|
3,159,101 |
|
4,839,045 |
|
Related parties |
9.a |
7,397 |
|
4,674 |
|
3,510 |
|
3,534 |
|
Deferred income and social contribution taxes |
10.a |
‐ |
|
‐ |
|
290 |
|
282 |
|
Post-employment benefits |
21.b |
2,081 |
|
2,000 |
|
193,918 |
|
194,637 |
|
Provision for asset retirement obligation |
22 |
‐ |
|
‐ |
|
52,154 |
|
52,079 |
|
Provision for tax, civil and labor risks |
23.a; 23.c |
250 |
|
250 |
|
843,800 |
|
812,243 |
|
Leases payable |
14 |
31,376 |
|
32,893 |
|
1,246,485 |
|
1,159,479 |
|
Subscription warrants - indemnification |
25 |
49,161 |
|
51,296 |
|
49,161 |
|
51,296 |
|
Provision for liabilities of joint ventures |
13.a; 13.b |
48 |
|
14,199 |
|
79 |
|
‐ |
|
Other payables |
|
5,465 |
|
8,540 |
|
106,424 |
|
115,745 |
|
Total non-current liabilities |
|
95,778 |
|
1,838,718 |
|
13,176,767 |
|
15,900,887 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
Share capital |
26.a |
5,171,752 |
|
5,171,752 |
|
5,171,752 |
|
5,171,752 |
|
Equity instrument granted |
26.b |
38,830 |
|
34,043 |
|
38,830 |
|
34,043 |
|
Capital reserve |
|
597,132 |
|
596,481 |
|
597,132 |
|
596,481 |
|
Treasury shares |
26.c |
(488,425) |
|
(488,425) |
|
(488,425) |
|
(488,425) |
|
Revaluation reserve on subsidiaries |
|
4,108 |
|
4,154 |
|
4,108 |
|
4,154 |
|
Profit reserves |
|
4,866,409 |
|
4,866,409 |
|
4,866,409 |
|
4,866,409 |
|
Retained earnings |
|
452,177 |
|
‐ |
|
452,177 |
|
‐ |
|
Accumulated other comprehensive income |
|
(187,745) |
|
(422,138) |
|
(187,745) |
|
(422,138) |
|
Cumulative translation adjustments |
|
88,001 |
|
304,645 |
|
88,001 |
|
304,645 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Shareholders of the Company |
|
10,542,239 |
|
10,066,921 |
|
10,542,239 |
|
10,066,921 |
|
Non-controlling interests in subsidiaries |
|
‐ |
|
‐ |
|
445,080 |
|
402,319 |
|
Total equity |
|
10,542,239 |
|
10,066,921 |
|
10,987,319 |
|
10,469,240 |
|
Total liabilities and equity |
|
12,456,911 |
|
12,236,969 |
|
37,660,391 |
|
39,010,357 |
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
(In thousands of Brazilian Reais, except earnings per thousand shares)
|
|
|
|
Parent |
|
Consolidated |
||||
|
|
Note |
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
Continuing operations |
|
|
|
|
Re-presented |
|
|
|
Re-presented |
|
Net revenue from sales and services |
27 |
|
‐ |
|
‐ |
|
31,503,291 |
|
22,029,756 |
|
Cost of products and services sold |
28 |
|
‐ |
|
‐ |
|
(30,033,612) |
|
(20,789,205) |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
‐ |
|
‐ |
|
1,469,679 |
|
1,240,551 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
28 |
|
‐ |
|
‐ |
|
(488,271) |
|
(412,280) |
|
Allowance for expected credit losses |
|
|
‐ |
|
‐ |
|
(14,517) |
|
(3,714) |
|
General and administrative |
28 |
|
(6,442) |
|
‐ |
|
(338,202) |
|
(317,556) |
|
Gain (loss) on disposal of property, plant, equipment and intangibles |
29 |
|
(20) |
|
1 |
|
25,074 |
|
8,447 |
|
Other operating income |
30 |
|
18 |
|
‐ |
|
64,543 |
|
52,578 |
|
Other operating expenses |
30 |
|
(10) |
|
(3,014) |
|
(166,863) |
|
(65,027) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) before financial result and share of profit (loss) of subsidiaries, joint ventures and associates |
|
|
(6,454) |
|
(3,013) |
|
551,443 |
|
502,999 |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
13 |
|
129,977 |
|
196,831 |
|
13,500 |
|
(12,137) |
|
Income before financial result and income and social contribution taxes |
|
|
123,523 |
|
193,818 |
|
564,943 |
|
490,862 |
|
Financial income |
31 |
|
18,062 |
|
18,399 |
|
81,344 |
|
59,773 |
|
Financial expenses |
31 |
|
(47,091) |
|
(24,442) |
|
(506,197) |
|
(249,769) |
|
Financial result, net |
31 |
|
(29,029) |
|
(6,043) |
|
(424,853) |
|
(189,996) |
|
Income before income and social contribution taxes |
|
|
94,494 |
|
187,775 |
|
140,090 |
|
300,866 |
|
Income and social contribution taxes |
|
|
|
|
|
|
|
|
|
|
Current |
10.b; 10.c |
|
8,814 |
|
‐ |
|
(78,474) |
|
(102,787) |
|
Deferred |
10.b |
|
4,597 |
|
(2,834) |
|
55,217 |
|
(7,871) |
|
|
|
|
13,411 |
|
(2,834) |
|
(23,257) |
|
(110,658) |
|
Net income from continuing operations |
|
|
107,905 |
|
184,941 |
|
116,833 |
|
190,208 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from discontinued operations |
4 |
|
344,347 |
|
(52,778) |
|
344,347 |
|
(52,778) |
|
Net income for the period |
|
|
452,252 |
|
132,163 |
|
461,180 |
|
137,430 |
|
Income attributable to: |
|
|
|
|
|
|
|
|
|
|
Shareholders of Ultrapar |
|
|
452,252 |
|
132,163 |
|
452,252 |
|
132,163 |
|
Non-controlling interests in subsidiaries |
|
|
‐ |
|
‐ |
|
8,928 |
|
5,267 |
|
Earnings per share from continuing operations (based on weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
Basic |
32 |
|
0.0989 |
|
0.1700 |
|
0.0989 |
|
0.1700 |
|
Diluted |
32 |
|
0.0984 |
|
0.1691 |
|
0.0984 |
|
0.1691 |
|
Earnings per share from discontinued operations (based on weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
Basic |
32 |
|
0.3156 |
|
(0.0485) |
|
0.3156 |
|
(0.0485) |
|
Diluted |
32 |
|
0.3139 |
|
(0.0482) |
|
0.3139 |
|
(0.0482) |
|
Total earnings per share (based on weighted average number of shares outstanding) – R$ |
|
|
|
|
|
|
|
|
|
|
Basic |
32 |
|
0.4146 |
|
0.1215 |
|
0.4146 |
|
0.1215 |
|
Diluted |
32 |
|
0.4123 |
|
0.1208 |
|
0.4123 |
|
0.1208 |
The accompanying notes are an integral part of the interim quarterly information.
Ultrapar Participações S.A. and Subsidiaries
For the periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
|
Parent |
|
Consolidated |
|||||
|
|
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
Note |
|
|
Re-presented |
|
|
|
Re-presented |
|
|
Net income for the period |
|
452,252 |
|
132,163 |
|
461,180 |
|
137,430 |
|
|
Items that will be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
Fair value adjustments of financial instruments, net of taxes |
|
27 |
|
(117) |
|
27 |
|
(117) |
|
|
Fair value adjustments of financial instruments of subsidiaries and joint ventures, net of taxes |
13.a |
234,366 |
|
(119,809) |
|
234,470 |
|
(119,809) |
|
|
Translation adjustments and hedge of net investments in foreign operations, net of taxes |
13.a |
(216,644) |
|
87,848 |
|
(216,644) |
|
87,848 |
|
|
Total comprehensive income for the period |
|
470,001 |
|
100,085 |
|
479,033 |
|
105,352 |
|
|
Total comprehensive income for the period attributable to shareholders of Ultrapar |
|
470,001 |
|
100,085 |
|
470,001 |
|
100,085 |
|
|
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries |
|
‐ |
|
‐ |
|
9,032 |
|
5,267 |
|
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais, except dividends per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
||||
|
|
Note |
Share capital |
|
Equity instrument granted |
|
Capital reserve |
|
Treasury shares |
|
Revaluation reserve on subsidiaries |
|
Legal reserve |
|
Investments statutory reserve |
|
Accumulated other comprehensive income |
|
Cumulative translation adjustments (i) |
|
Retained earnings |
|
Additional dividends to the minimum mandatory dividends |
|
Shareholders of the Company |
|
Non-controlling interests in subsidiaries |
|
Total equity |
|
Balance as of December 31, 2021 |
|
5,171,752 |
|
34,043 |
|
596,481 |
|
(488,425) |
|
4,154 |
|
792,533 |
|
4,073,876 |
|
(422,138) |
|
304,645 |
|
‐ |
|
‐ |
|
10,066,921 |
|
402,319 |
|
10,469,240 |
|
Net income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
452,252 |
|
‐ |
|
452,252 |
|
8,928 |
|
461,180 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustments of financial instruments, net of income taxes |
13 |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
234,393 |
|
‐ |
|
‐ |
|
‐ |
|
234,393 |
|
104 |
|
234,497 |
|
Currency translation of foreign subsidiaries, net of the effect of net investments hedge, net of income taxes |
13 |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(216,644) |
|
‐ |
|
‐ |
|
(216,644) |
|
‐ |
|
(216,644) |
|
Total comprehensive income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
234,393 |
|
(216,644) |
|
452,252 |
|
‐ |
|
470,001 |
|
9,032 |
|
479,033 |
|
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
|
‐ |
|
651 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
651 |
|
‐ |
|
651 |
|
Equity instrument granted |
26.b |
‐ |
|
1,305 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,305 |
|
‐ |
|
1,305 |
|
Equity instrument granted of subsidiaries |
13; 26.b |
‐ |
|
3,482 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
3,482 |
|
‐ |
|
3,482 |
|
Realization of revaluation reserve of subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(46) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
46 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Shareholder transaction - changes of investments |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(121) |
|
‐ |
|
(121) |
|
121 |
|
‐ |
|
Capital increase attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
35,046 |
|
35,046 |
|
Dividends attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(1,438) |
|
(1,438) |
|
Balance as of March 31, 2022 |
|
5,171,752 |
|
38,830 |
|
597,132 |
|
(488,425) |
|
4,108 |
|
792,533 |
|
4,073,876 |
|
(187,745) |
|
88,001 |
|
452,177 |
|
‐ |
|
10,542,239 |
|
445,080 |
|
10,987,319 |
The accompanying notes are an integral part of the interim financial information.
Statements of Changes in Equity
For the periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais, except dividends per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
||||
|
|
Note |
Share capital |
|
Equity instrument granted |
|
Capital reserve |
|
Treasury shares |
|
Revaluation reserve on subsidiaries |
|
Legal reserve |
|
Investments statutory reserve |
|
Accumulated other comprehensive income (i) |
|
Cumulative translation adjustments |
|
Retained earnings |
|
Additional dividends to the minimum mandatory dividends |
|
Shareholders of the Company |
|
Non-controlling interests in subsidiaries |
|
Total equity |
|
Balance as of December 31, 2020 |
|
5,171,752 |
|
22,404 |
|
594,049 |
|
(489,068) |
|
4,337 |
|
750,010 |
|
3,658,265 |
|
(464,990) |
|
231,596 |
|
‐ |
|
55,391 |
|
9,533,746 |
|
376,519 |
|
9,910,265 |
|
Net income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
132,163 |
|
‐ |
|
132,163 |
|
5,267 |
|
137,430 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustments of financial instruments, net of income taxes |
13 |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(119,926) |
|
‐ |
|
‐ |
|
‐ |
|
(119,926) |
|
‐ |
|
(119,926) |
|
Currency translation of foreign subsidiaries and the effect of net investments hedge, net of income taxes |
13 |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
87,848 |
|
‐ |
|
‐ |
|
87,848 |
|
‐ |
|
87,848 |
|
Total comprehensive income for the period |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(119,926) |
|
87,848 |
|
132,163 |
|
‐ |
|
100,085 |
|
5,267 |
|
105,352 |
|
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
|
‐ |
|
1,371 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,371 |
|
‐ |
|
1,371 |
|
Equity instrument granted |
26.b |
‐ |
|
1,617 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,617 |
|
‐ |
|
1,617 |
|
Equity instrument granted of subsidiaries |
13; 26.b |
‐ |
|
1,954 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
1,954 |
|
‐ |
|
1,954 |
|
Realization of revaluation reserve of subsidiaries |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(46) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
46 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Shareholder transaction - changes of investments |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
79 |
|
‐ |
|
79 |
|
‐ |
|
79 |
|
Dividends attributable to non-controlling interests |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(2,606) |
|
(2,606) |
|
Approval of additional dividends by the Shareholders’ Meeting |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(55,391) |
|
(55,391) |
|
‐ |
|
(55,391) |
|
Balance as of March 31, 2021 |
|
5,171,752 |
|
25,975 |
|
595,420 |
|
(489,068) |
|
4,291 |
|
750,010 |
|
3,658,265 |
|
(584,916) |
|
319,444 |
|
132,288 |
|
‐ |
|
9,583,461 |
|
379,180 |
|
9,962,641 |
(i) Cumulative translation adjustments from discontinued operation.
The accompanying notes are an integral part of this interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
|
Parent |
|
Consolidated |
|||||
|
|
Note |
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
|
|
Re-presented |
|
|
|
Re-presented |
|
|
Cash flows from operating activities from continuing operations |
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
107,905 |
|
184,941 |
|
116,833 |
|
190,208 |
|
|
Adjustments to reconcile net income to cash provided by operating activities from continuing operations |
|
|
|
|
|
|
|
|
|
|
Share of (loss) profit of subsidiaries, joint ventures and associates |
13 |
(129,977) |
|
(196,831) |
|
(13,500) |
|
12,137 |
|
|
Amortization of contractual assets with customers – exclusive rights and right-of-use |
12; 14 |
1,696 |
|
1,503 |
|
158,179 |
|
112,573 |
|
|
Depreciation and amortization |
15; 16 |
461 |
|
1,453 |
|
177,459 |
|
158,952 |
|
|
Interest and foreign exchange rate variations |
|
28,160 |
|
8,620 |
|
181,909 |
|
218,093 |
|
|
Current and deferred income and social contribution taxes |
10.b |
(13,411) |
|
2,834 |
|
23,257 |
|
110,658 |
|
|
Gain (loss) on disposal of property, plant and equipment and intangible assets |
29 |
20 |
|
(1) |
|
(25,074) |
|
(8,447) |
|
|
Equity instrument granted |
|
1,306 |
|
1,617 |
|
3,917 |
|
3,007 |
|
|
Provision of decarbonization - CBIO |
30 |
‐ |
|
‐ |
|
126,306 |
|
32,640 |
|
|
Other provisions and adjustments |
|
2,620 |
|
1,471 |
|
(10,983) |
|
(5,273) |
|
|
|
|
(1,220) |
|
5,607 |
|
738,303 |
|
824,548 |
|
|
(Increase) decrease in assets |
|
|
|
|
|
|
|
|
|
|
Trade receivables and reseller financing |
6 |
‐ |
|
‐ |
|
(513,131) |
|
(355,324) |
|
|
Inventories |
7 |
‐ |
|
‐ |
|
(324,268) |
|
(453,151) |
|
|
Recoverable taxes |
8 |
2,119 |
|
3,481 |
|
(60,672) |
|
(122,765) |
|
|
Dividends received from subsidiaries, joint ventures and associates |
|
206,277 |
|
479,726 |
|
‐ |
|
‐ |
|
|
Other assets |
|
11,811 |
|
(35,511) |
|
(14,441) |
|
(49,760) |
|
|
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
|
|
Trade payables and trade payables - reverse factoring |
18 |
(1,676) |
|
12,449 |
|
(519,589) |
|
196,299 |
|
|
Salaries and related charges |
19 |
(17,142) |
|
(11,224) |
|
(62,524) |
|
(36,661) |
|
|
Taxes payable |
20 |
(362) |
|
(204) |
|
22,654 |
|
54,740 |
|
|
Other liabilities |
|
(10,418) |
|
6,349 |
|
(39,709) |
|
(28,286) |
|
|
Acquisition of CBIO |
16 |
‐ |
|
‐ |
|
(201,853) |
|
(20,825) |
|
|
Payments of contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
(124,747) |
|
(35,881) |
|
|
Income and social contribution taxes paid |
|
‐ |
|
‐ |
|
(85,789) |
|
(80,935) |
|
|
Net cash provided by (used in) operating activities from continuing operations |
|
189,389 |
|
460,673 |
|
(1,185,766) |
|
(108,001) |
|
|
Net cash provided by operating activities from discontinued operations |
|
‐ |
|
‐ |
|
2,693 |
|
236,425 |
|
|
Net cash provided by (used in) operating activities |
|
189,389 |
|
460,673 |
|
(1,183,073) |
|
128,424 |
|
Ultrapar Participações S.A. and Subsidiaries
Statement of Cash Flows - Indirect Method
Periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais)
|
|
|
Parent |
|
Consolidated |
|||||
|
|
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
|
|
Re-presented |
|
|
|
Re-presented |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Financial investments, net of redemptions |
5.b |
77,301 |
|
(295,637) |
|
888,623 |
|
1,630,744 |
|
|
Acquisition of property, plant and equipment and intangible assets |
15; 16 |
(60) |
|
(11,709) |
|
(210,491) |
|
(235,986) |
|
|
Proceeds from disposal of investments and assets |
|
‐ |
|
‐ |
|
33,005 |
|
19,764 |
|
|
Capital increase in subsidiary and joint ventures |
13 |
(15,708) |
|
(12,640) |
|
(3,000) |
|
(15,000) |
|
|
Proceeds from loans from discontinued operations |
|
- |
|
- |
|
996,296 |
|
- |
|
|
Net cash provided by (used in) investing activities from continuing operations |
|
61,533 |
|
(319,986) |
|
1,704,433 |
|
1,399,522 |
|
|
Net cash provided by investing activities from discontinued operations |
|
‐ |
|
‐ |
|
231,524 |
|
47,873 |
|
|
Net cash provided by (used in) investing activities |
|
61,533 |
|
(319,986) |
|
1,935,957 |
|
1,447,395 |
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Loans and debentures |
|
|
|
|
|
|
|
|
|
|
Proceeds |
17 |
‐ |
|
‐ |
|
‐ |
|
449,471 |
|
|
Repayments |
17 |
‐ |
|
‐ |
|
(4,653) |
|
(89) |
|
|
Interest paid |
17 |
(70,758) |
|
(16,623) |
|
(233,102) |
|
(45,154) |
|
|
Payments of lease |
|
|
|
|
|
|
|
|
|
|
Principal |
14 |
(2,272) |
|
(2,033) |
|
(104,623) |
|
(93,782) |
|
|
Interest paid |
14 |
(32) |
|
(29) |
|
(2,246) |
|
(1,961) |
|
|
Dividends paid |
|
(184,991) |
|
(477,353) |
|
(185,423) |
|
(477,440) |
|
|
Capital increase made by non-controlling interests and redemption of shares |
|
- |
|
- |
|
21,527 |
|
- |
|
|
Related parties |
|
2,875 |
|
353,459 |
|
24 |
|
(5,133) |
|
|
Net cash used in financing activities from continuing operations |
|
(255,178) |
|
(142,579) |
|
(508,496) |
|
(174,088) |
|
|
Net cash used in financing activities from discontinued operations |
|
‐ |
|
‐ |
|
(153,908) |
|
(144,635) |
|
|
Net cash used in financing activities |
|
(255,178) |
|
(142,579) |
|
(662,404) |
|
(318,723) |
|
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations |
|
‐ |
|
‐ |
|
(37,720) |
|
10,914 |
|
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations |
|
‐ |
|
‐ |
|
(19,315) |
|
3,699 |
|
|
Increase (decrease) in cash and cash equivalents - continuing operations (i) |
|
(4,256) |
|
(1,892) |
|
(27,549) |
|
1,271,709 |
|
|
Increase in cash and cash equivalents - discontinued operations |
|
‐ |
|
‐ |
|
60,994 |
|
‐ |
|
|
Cash and cash equivalents at the beginning of the period – continuing operations |
5.a |
21,533 |
|
948,649 |
|
2,280,075 |
|
2,661,494 |
|
|
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 |
5.a |
17,277 |
|
946,757 |
|
2,252,526 |
|
3,933,203 |
|
|
Cash and cash equivalents at the end of the period - discontinued operations |
|
‐ |
|
‐ |
|
448,974 |
|
‐ |
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
|
|
Addition on right-of-use assets and leases payable |
14.a |
‐ |
|
1,328 |
|
187,848 |
|
43,364 |
|
|
Addition on contractual assets with customers - exclusivity rights |
12 |
‐ |
|
‐ |
|
53,826 |
|
72,226 |
|
|
Reversal fund - private pension |
21.a |
‐ |
|
‐ |
|
3,107 |
|
- |
|
|
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition |
25 |
651 |
|
1,819 |
|
651 |
|
1,371 |
|
(i) As of March 31, 2021, the balances correspond to continuing and discontinued operations.
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
Periods ended March 31, 2022 and 2021
(In thousands of Brazilian Reais, except percentages)
|
|
|
Parent |
|
Consolidated |
|||||||||||||
|
|
Note |
03/31/2022 |
|
% |
|
03/31/2021 |
|
% |
|
03/31/2022 |
|
% |
|
03/31/2021 |
|
% |
|
|
|
|
|
|
|
|
Re-presented |
|
|
|
|
|
|
|
Re-presented |
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and services, except rents and royalties |
27 |
‐ |
|
|
|
‐ |
|
|
|
32,767,046 |
|
|
|
23,136,955 |
|
|
|
|
Rebates, discounts and returns |
27 |
‐ |
|
|
|
‐ |
|
|
|
(340,866) |
|
|
|
(323,055) |
|
|
|
|
Reversion (loss) allowance for expected credit losses |
6 |
‐ |
|
|
|
‐ |
|
|
|
(14,517) |
|
|
|
(3,714) |
|
|
|
|
Amortization of contractual assets with customers - exclusivity rights |
12 |
‐ |
|
|
|
‐ |
|
|
|
(88,751) |
|
|
|
(48,214) |
|
|
|
|
Gain (loss) on disposal of assets and other operating income, net |
29; 30 |
(12) |
|
|
|
(3,013) |
|
|
|
(77,246) |
|
|
|
(4,006) |
|
|
|
|
|
|
(12) |
|
|
|
(3,013) |
|
|
|
32,245,666 |
|
|
|
22,757,966 |
|
|
|
|
Materials purchased from third parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials used |
|
‐ |
|
|
|
‐ |
|
|
|
(398,630) |
|
|
|
(416,449) |
|
|
|
|
Cost of sales |
|
‐ |
|
|
|
‐ |
|
|
|
(29,609,206) |
|
|
|
(20,733,714) |
|
|
|
|
Materials, energy, third-party services and other |
|
51,391 |
|
|
|
45,530 |
|
|
|
(591,897) |
|
|
|
(439,806) |
|
|
|
|
Provision for losses of assets |
|
18 |
|
|
|
‐ |
|
|
|
2,280 |
|
|
|
3,036 |
|
|
|
|
|
|
51,409 |
|
|
|
45,530 |
|
|
|
(30,597,453) |
|
|
|
(21,586,933) |
|
|
|
|
Gross value added |
|
51,397 |
|
|
|
42,517 |
|
|
|
1,648,213 |
|
|
|
1,171,033 |
|
|
|
|
Retentions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of intangible assets and right-of-use assets |
14.a; 15; 16 |
(7,592) |
|
|
|
(2,956) |
|
|
|
(246,887) |
|
|
|
(223,310) |
|
|
|
|
Net value added produced by the Company |
|
43,805 |
|
|
|
39,561 |
|
|
|
1,401,326 |
|
|
|
947,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added received in transfer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
13 |
129,977 |
|
|
|
196,831 |
|
|
|
13,500 |
|
|
|
(12,137) |
|
|
|
|
Rents and royalties |
27 |
‐ |
|
|
|
‐ |
|
|
|
29,646 |
|
|
|
27,354 |
|
|
|
|
Financial income |
31 |
18,062 |
|
|
|
18,399 |
|
|
|
81,344 |
|
|
|
59,773 |
|
|
|
|
|
|
148,039 |
|
|
|
215,230 |
|
|
|
124,490 |
|
|
|
74,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value added from continuing operations available for distribution |
|
191,844 |
|
|
|
254,791 |
|
|
|
1,525,816 |
|
|
|
1,022,713 |
|
|
|
|
Value added from discontinued operations available for distribution |
|
279,356 |
|
|
|
(52,778) |
|
|
|
689,894 |
|
|
|
455,912 |
|
|
|
|
Total value added available for distribution |
|
471,200 |
|
|
|
202,013 |
|
|
|
2,215,710 |
|
|
|
1,478,625 |
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel and charges |
|
40,098 |
|
9 |
|
33,768 |
|
17 |
|
357,990 |
|
16 |
|
326,533 |
|
22 |
|
|
Taxes, fees, and contributions |
|
(5,382) |
|
(1) |
|
9,878 |
|
5 |
|
579,029 |
|
27 |
|
309,910 |
|
21 |
|
|
Financial expenses and rents |
|
49,223 |
|
10 |
|
26,204 |
|
13 |
|
471,964 |
|
21 |
|
196,062 |
|
13 |
|
|
Retained earnings |
|
107,905 |
|
23 |
|
184,941 |
|
91 |
|
116,833 |
|
5 |
|
190,208 |
|
13 |
|
|
Value added from continuing operations distributed |
|
191,844 |
|
41 |
|
254,791 |
|
126 |
|
1,525,816 |
|
69 |
|
1,022,713 |
|
69 |
|
|
Value added from discontinued operations distributed |
|
279,356 |
|
59 |
|
(52,778) |
|
(26) |
|
689,894 |
|
31 |
|
455,912 |
|
31 |
|
|
Value added distributed |
|
471,200 |
|
100 |
|
202,013 |
|
100 |
|
2,215,710 |
|
100 |
|
1,478,625 |
|
100 |
|
The accompanying notes are an integral part of the interim financial information.
Ultrapar Participações S.A. and Subsidiaries
(In thousands of Brazilian Reais, unless otherwise stated)
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 in the segments of liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”) and storage services for liquid bulk (“Ultracargo”). The information about segments is disclosed in Note 33. The activities related to the production and marketing of chemical products (“Oxiteno”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”) are presented as discontinued operations (see Note 4).
This interim financial information was authorized for issuance by the Board of Directors on May 11, 2022.
a. Principles of consolidation and investments 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 profit or loss 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 statement of profit or loss and comprehensive income until the date the Company loses control.
When necessary adjustments are made to the interim financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2. Investments in subsidiaries
The consolidated interim financial information includes the following direct and indirect subsidiaries:
|
|
|
|
|
|
% interest in the share capital |
||||||
|
|
|
|
|
|
03/31/2022 |
|
12/31/2021 |
||||
|
|
|
|
|
|
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 |
|
|
Companhia Ultragaz S.A. |
Brazil |
Ultragaz |
|
- |
|
99 |
|
- |
|
99 |
|
|
Ultragaz Comercial Ltda. |
|
Brazil |
Ultragaz |
|
- |
|
100 |
|
- |
|
100 |
|
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 |
|
- |
|
100 |
|
|
Imaven Imóveis Ltda. |
Brazil |
Others |
|
- |
|
100 |
|
- |
|
100 |
|
|
Imifarma Produtos Farmacêuticos e Cosméticos S.A. (2) |
Brazil |
Extrafarma |
|
- |
|
100 |
|
- |
|
100 |
|
|
UVC Investimentos Ltda. |
Brazil |
Others |
|
- |
|
99 |
|
- |
|
99 |
|
|
Centro de Conveniências Millennium Ltda. and subsidiaries |
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
|
|
Oxiteno S.A. Indústria e Comércio (3) |
Brazil |
Oxiteno |
|
100 |
|
- |
|
100 |
|
- |
|
|
Oxiteno Argentina Sociedad de Responsabilidad Ltda. |
Argentina |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. |
Brazil |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno Uruguay S.A. |
Uruguay |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno México S.A. de C.V. |
Mexico |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno Servicios Corporativos S.A. de C.V. |
|
Mexico |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
Oxiteno Servicios Industriales S.A. de C.V. |
|
Mexico |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
Oxiteno USA LLC |
|
United States |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
Global Petroleum Products Trading Corp. (4) |
British Virgin Islands |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno Europe SPRL |
Belgium |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno Colombia S.A.S. |
Colombia |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Oxiteno Shanghai LTD. |
China |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Empresa Carioca de Produtos Químicos S.A. |
Brazil |
Oxiteno |
|
- |
|
100 |
|
- |
|
100 |
|
|
Ultracargo - Operações Logísticas e Participações Ltda. |
Brazil |
Ultracargo |
|
100 |
|
- |
|
100 |
|
- |
|
|
Ultracargo Logística S.A. (5) |
Brazil |
Ultracargo |
|
- |
|
99 |
|
- |
|
99 |
|
|
TEAS – Terminal Exportador de Álcool de Santos Ltda. |
|
Brazil |
Ultracargo |
|
- |
|
100 |
|
- |
|
100 |
|
Tequimar Vila do Conde Logística Portuária S.A. |
|
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 |
|
- |
|
|
Eaí Clube Automobilista S.A. |
Brazil |
Others |
|
100 |
|
- |
|
100 |
|
- |
|
The percentages in the table above are rounded.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
| (1) | Non-operating company in closing phase. |
| (2) | On May 18, 2021, the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more information see note 4.c.1. |
| (3) | On August 16, 2021, the Company announced the signing of an agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary’s balances to “assets and liabilities held for sale”. On April 1, 2022, the transaction was consummated. For more details, see notes 4.c.1 and 36.a. |
| (4) | On January 27, 2022, the subsidiary Global Petroleum Products Trading Corp (“GPPT”) was dissolved. |
| (5) | In April 2021, the name of subsidiary Terminal Químico de Aratu S.A - Tequimar was changed to Ultracargo Logística S.A. (“Ultracargo Logística”). |
b.1 Clarifications on the impacts of the military conflicts between Russia and Ukraine
On February 24, 2022, there was a full-scale military invasion of Ukraine by Russian troops. Since then, global markets have experienced volatility and disruption following the escalation of geopolitical tensions and the onset of the military conflict between these countries. While the duration and the impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has and may lead to market disruptions and significant volatility in commodity prices, including crude oil, which may affect the prices of petroleum-base fuel and the demand in the markets in which we operate. Furthermore, the governments of the United States and other countries have imposed economic sanctions on Russia, including politicians and corporate and banking entities. These sanctions, or even the threat of further sanctions, may lead Russia to take countermeasures or retaliatory actions, which may lead to further disruptions in the market and an increase in crude oil prices globally, which may negatively impact our business and operations.
In addition, any new global financial crisis could have a negative impact on our borrowing cost and on our ability to obtain future borrowings. Disruptions in the financial markets could also lead to a reduction in available commercial credit due to liquidity concerns of the counterparties. If we experience a decrease in demand for our products or an increase in the default rate on our receivables, or if we are unable to obtain borrowings, our business, financial condition and results of operations could be adversely affected.
b.2 Approval of Oxiteno S.A. share purchase and sale agreement by CADE
On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“Oxiteno S.A.”) to Indorama Ventures PLC (“Indorama”). On March 7, 2022, the Administrative Council for Economic Defense (“CADE”) approved the transaction without restrictions. On April 1, 2022, the transaction was closed. The initial payment of US$ 1,150 million (equivalent to R$ 5,448 million)(1), adjusted for variations in working capital and net debt position of US$ 176 million (equivalent to R$ 834 million)(1), resulted in a total initial payment of US$ 1,326 (equivalent to R$ 6,282 million)(1), made on April 1, 2022. The final payment of US$ 150 million will be made in April 2024. This amount is still subject to final adjustments to working capital and net debt. The Company held a 100% interest in Oxiteno S.A.
(1) Amount converted into reais at the exchange rate on the closing date of the transaction (US$ 1.00 to R$ 4.7372).
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
2 Basis of preparation and presentation of the interim financial information
The parent's individual and consolidated interim financial information ("quarterly information") 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, 2021. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2021.
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. |
The main accounting policies applied in the preparation of this interim financial information are set out in Note 3. The interim financial information was prepared considering the going concern assumption.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
3. Summary of significant accounting policies
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, 2021 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 a certain information.
The accounting policies have been consistently applied to all consolidated companies and are consistent with those used in the parent. There have been no changes with respect to such policies and methods for calculating estimates, except for the new accounting policies presented in note 3.a.
The new standards and interpretations issued, up to the issuance of the Company's individual and consolidated interim financial information, are described below. The Company and its subsidiaries intend to adopt these new standards, amendments and interpretations, if applicable, when they become effective and do not expect to have a material impact arising from their application in its individual and consolidated interim financial information.
a.1 Accounting policies adopted
The following new standards, amendments and interpretations to IFRS issued by the IASB and effective on 1º January, 2022 do not have significant impact on the interim financial information for the three-month period ended March 31, 2022:
| • | Changes to the IFRS 3 - Reference to the Conceptual Framework |
| • |
Changes to the IAS 16 - Property, Plant and Equipment - Proceeds Before Intended Use |
| • |
Changes to the IAS 37 - Onerous Contracts - Cost of Fulfilling a Contract |
| • |
Annual Improvements to the IFRSs Cycle 2018 - 2020 - Changes to IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 9 – Financial Instruments and IFRS 16 - Leases |
| • |
Lease Concessions Related to Covid-19 after June 30, 2021 - Changes to IFRS 16 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2 Accounting policies not adopted
The following new standards, amendments and interpretations to IFRSs issued by the IASB were not adopted because are not effective in the three-month period ended March 31, 2022, and the Company does not wait to have significant impact on the future financial statements and/or interim financial information:
| • |
Reform of Reference Interest Rates - Level 2 - Changes to the standards IFRS 9, IAS 39, IFRS 7, IFRS 4 e IFRS 16 |
| • |
Changes to the IFRS 10 - Consolidated Financial Statements and IAS 28 (changes) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
| • |
Changes to the IAS 1 - Classification of Liabilities as Current or Non-current |
| • |
Changes to the IAS 1 and IFRS Practice Statement - Disclosure of Accounting Policies |
| • |
Changes to the IAS 8 - Definition of Accounting Estimantes |
| • |
Changes to the IAS 12 - Deferred Tax Related to Assets and Liabilities Arising From a Single Transaction |
In order to be prepared for the transition of the IBORs, the Company is monitoring the pronouncements of the authorities, as well as the measures that have been adopted, aiming at the adaptation of the financial instruments to the new benchmarks. In June 2017, the Company, through the subsidiary IPP, contracted a financing with maturity date in June 2022, with the current notional amount of USD 50 million linked to LIBOR, with quarterly interest flows and principal amortization at the end of the operation. At the time of debt raising, a swap transaction with a notional value and cash flow identical to that of raising was closed with the same financial institution, through which the IPP became active in LIBOR, at an interest rate equivalent to the debt and liability rate in floating rate Reais (see notes 17 and 34.g), these being the only operations linked to LIBOR. In view of the short-term maturity as well as the debt, the swap and the fact that both have the same cash flow and financial institution, the Company understands that there are not currently impacts from the LIBOR change on its operations.
4. Assets and liabilities of subsidiaries held for sale and 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 the contracts signing described below and, classified these transactions as assets and liabilities held for sale and discontinued operations.
The Company recognized deferred taxes related to Extrafarma's impairment accounting and allocated it to discontinued operations.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a. Extrafarma share sale and purchase agreement and other agreements
On May 18, 2021, the Company announced the signing of an agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). The total sale price is R$ 700 million, subject to adjustments due mainly to changes in working capital and Extrafarma's net debt position on the closing date of the transaction.
The transaction will be settled in three installments as follows: 50% on the closing date and 25% on each the first and the second anniversary of the closing date, monetarily updated by the Interbank Deposits Interest Rate (CDI) rate + 0.5% p.a., with a guarantee provided by a shareholder of Pague Menos for the last two installments. The completion of this transaction is subject to usual conditions precedent in such deals, including approval by the Brazilian antitrust authority and by the general shareholders’ meeting of Pague Menos, pursuant to the terms of article 256 of the Brazilian Corporate Law, which was already held by the purchasing company. Furthermore, preemptive rights were granted to Company's shareholders who wished to acquire Extrafarma's shares, proportionally to their respective interests in the Company's share capital and for the same price per share to be paid by Pague Menos, pursuant to article 253 of the Brazilian Corporate Law. The shareholders of the Company that exercised such right will become direct shareholders of Extrafarma after closing of the transaction. The company held a general shareholders’ meeting on June 25, 2021 in which it was formalized the offering of the aforementioned preemptive rights, detailing the procedures for its exercise, as applicable. The exercise period ended on July 29, 2021 and the total exercised was less than 1% of the Company's capital.
On February 11, 2022, the Administrative Council for Economic Defense ("CADE") issued an order declaring the Concentration Act No. 08700.005053/2021-74 regarding the acquisition of Extrafarma by Pague Menos. This declaration of complexity is a regular phase within the normal manner for concentration acts whose analysis by CADE needs further investigation. The companies continue to work with CADE in a transparent manner to provide all necessary clarifications.
Extrafarma and Pague Menos will maintain their regular course of business, on an independent manner, until the closing date of the transaction.
On December 31, 2021, the Company recorded an impairment in the amount of R$ 282,169, net of the effects of deferred income and social contribution taxes, as allocated below:
|
|
Amount |
|
Goodwill |
68,273 |
|
Residual surplus value of fixed assets |
160 |
|
Intangible assets arising from business combination |
76,136 |
|
Property, plant and equipment |
60,548 |
|
Right-of-use assets |
38,957 |
|
Recoverable taxes |
183,455 |
|
Impairment |
427,529 |
|
Deferred income and social contribution taxes |
(145,360) |
|
Net impairment |
282,169 |
In the three-month period ended March 31, 2022, the calculation of the impairment test of the assets was reassessed and no indication of additional impairment was identified.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Oxiteno S.A. share purchase and sale agreement
On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. to Indorama. For further information see Note 1.b.2.
c. Disclosure of the impacts of IFRS 5 (CPC 31) - Assets and liabilities held for sale and discontinued operations
The tables of assets and liabilities held for sale and discontinued operation are detailed below and include the financial position and profit or loss incurred throughout 2022 and 2021, 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, investments in associates that are not part of the sales transaction, among others.
c.1 The main classes of assets and liabilities classified as held for sale on March 31, 2022 are shown below:
|
Assets |
Oxiteno |
|
Extrafarma |
|
Eliminations (*) |
|
Total |
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
425,186 |
|
23,788 |
|
‐ |
|
448,974 |
|
Financial investments and hedging instruments |
27,915 |
|
‐ |
|
‐ |
|
27,915 |
|
Trade receivables |
1,013,013 |
|
115,107 |
|
‐ |
|
1,128,120 |
|
Inventories |
1,654,975 |
|
548,620 |
|
‐ |
|
2,203,595 |
|
Recoverable taxes |
615,500 |
|
83,513 |
|
‐ |
|
699,013 |
|
Other assets |
53,975 |
|
34,812 |
|
(4,124) |
|
84,663 |
|
Total current assets |
3,790,564 |
|
805,840 |
|
(4,124) |
|
4,592,280 |
|
Non-current assets |
|
|
|
|
|
|
|
|
Related parties |
‐ |
|
1,627 |
|
(1,627) |
|
‐ |
|
Deferred income and social contribution taxes |
493,154 |
|
213,581 |
|
‐ |
|
706,735 |
|
Recoverable taxes |
391,032 |
|
8,721 |
|
‐ |
|
399,753 |
|
Other assets |
11,846 |
|
3,856 |
|
- |
|
15,702 |
|
|
896,032 |
|
227,785 |
|
(1,627) |
|
1,122,190 |
|
Investments |
18,930 |
|
‐ |
|
‐ |
|
18,930 |
|
Right-of-use assets, net |
29,414 |
|
317,062 |
|
‐ |
|
346,476 |
|
Property, plant and equipment, net |
2,640,083 |
|
140,389 |
|
‐ |
|
2,780,472 |
|
Intangible assets, net |
159,492 |
|
81,298 |
|
‐ |
|
240,790 |
|
Total non-current assets |
3,743,951 |
|
766,534 |
|
(1,627) |
|
4,508,858 |
|
Total assets held for sale |
7,534,515 |
|
1,572,374 |
|
(5,751) |
|
9,101,138 |
(*) Balances and transactions between the discontinued and continuing operations have been eliminated, mainly related to loans.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
Liabilities |
Oxiteno |
|
Extrafarma |
|
Eliminations (*) |
|
Total |
|
Current liabilities |
|
|
|
|
|
|
|
|
Loans, financing and hedging instruments |
199,295 |
|
‐ |
|
(95,951) |
|
103,344 |
|
Trade payables |
864,693 |
|
180,240 |
|
(1,744) |
|
1,043,189 |
|
Salaries and related charges |
111,908 |
|
46,923 |
|
‐ |
|
158,831 |
|
Taxes payable |
64,771 |
|
16,091 |
|
‐ |
|
80,862 |
|
Income and social contribution taxes payable |
124,933 |
|
‐ |
|
‐ |
|
124,933 |
|
Post-employment benefits |
3,311 |
|
‐ |
|
‐ |
|
3,311 |
|
Provision for tax, civil and labor risks |
2,976 |
|
547 |
|
‐ |
|
3,523 |
|
Leases payable |
10,728 |
|
68,392 |
|
‐ |
|
79,120 |
|
Other liabilities |
23,246 |
|
10,344 |
|
(13,487) |
|
20,103 |
|
Total current liabilities |
1,405,861 |
|
322,537 |
|
(111,182) |
|
1,617,216 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Loans, financing and hedging instruments |
3,883,551 |
|
‐ |
|
(3,883,101) |
|
450 |
|
Post-employment benefits |
6,194 |
|
302 |
|
‐ |
|
6,496 |
|
Provision for tax, civil and labor risks |
47,761 |
|
2,377 |
|
‐ |
|
50,138 |
|
Leases payable |
17,871 |
|
312,961 |
|
‐ |
|
330,832 |
|
Other liabilities |
2,822 |
|
2,406 |
|
‐ |
|
5,228 |
|
Total non-current liabilities |
3,958,199 |
|
318,046 |
|
(3,883,101) |
|
393,144 |
|
Total equity |
2,119,083 |
|
918,172 |
|
(3,037,255) |
|
‐ |
|
Total liabilities held for sale and equity |
7,483,143 |
|
1,558,755 |
|
(7,031,538) |
|
2,010,360 |
(*) Balances and transactions between the discontinued and continuing operations have been eliminated, mainly related to loans.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.2 The results for the period and cash flows from discontinued operations for the three-month period ended of March 31, 2022 are shown below:
|
|
Oxiteno |
|
Extrafarma |
|
Eliminations (*) |
|
03/31/2022 |
|
Net revenue from sales and services |
2,039,287 |
|
500,692 |
|
(7,241) |
|
2,532,738 |
|
Cost of products and services sold |
(1,580,000) |
|
(346,315) |
|
7,241 |
|
(1,919,074) |
|
Gross profit |
459,287 |
|
154,377 |
|
‐ |
|
613,664 |
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
Selling, marketing and administrative |
(201,365) |
|
(170,356) |
|
‐ |
|
(371,721) |
|
Other operating income, net |
10,736 |
|
(4,307) |
|
‐ |
|
6,429 |
|
Operating income (loss) |
268,658 |
|
(20,286) |
|
‐ |
|
248,372 |
|
Share of profit of associates |
(231) |
|
‐ |
|
‐ |
|
(231) |
|
Operating income (loss) before finance income (expenses) and income and social contribution taxes |
268,427 |
|
(20,286) |
|
‐ |
|
248,141 |
|
Financial result, net |
23,153 |
|
(10,707) |
|
54,431 |
|
66,877 |
|
Profit (loss) before income and social contribution taxes |
291,580 |
|
(30,993) |
|
54,431 |
|
315,018 |
|
Income and social contribution taxes |
(16,924) |
|
(231) |
|
(18,507) |
|
(35,662) |
|
Effect, net cessation depreciation (i) |
51,372 |
|
13,619 |
|
- |
|
64,991 |
|
Profit (loss) for the period |
326,028 |
|
(17,605) |
|
35,924 |
|
344,347 |
(*) Elimination between continuing and discontinued operations related to the intercompany loan (PPE) between Ultrapar International and Oxiteno.
(i) As of January 1, 2022, the depreciation and amortization of assets classified as held for sale were ceased, in compliance with the item 25 of CPC 31/IFRS 5.
|
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
03/31/2022 |
|
Net cash provided by (used in) operating activities |
(81,558) |
|
(96,227) |
|
180,478 |
|
2,693 |
|
Net cash provided by (used in) investing activities |
1,436,922 |
|
1,205 |
|
(1,206,603) |
|
231,524 |
|
Net cash (used in) provided by financing activities |
(1,245,754) |
|
65,702 |
|
1,026,144 |
|
(153,908) |
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
(19,315) |
|
‐ |
|
‐ |
|
(19,315) |
|
Increase (decrease) in cash and cash equivalents |
90,295 |
|
(29,320) |
|
19 |
|
60,994 |
c.2.1 Share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, was re-presented as discontinued operations in the total amount of R$ 279,356 in the income statement for the three-month period ended March 31, 2022.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c.3 The consolidated results for the period and cash flows as of March 31, 2021 that were re-presented are shown below:
|
|
03/31/2021 |
|
Discontinued operations |
|
|
|
03/31/2021 |
||||
|
|
Originally Presented |
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
Total |
|
Re-presented |
|
|
A |
|
|
|
|
|
|
|
B |
|
(A-B) |
|
Net revenue from sales and services |
23,950,284 |
|
1,436,421 |
|
489,764 |
|
(5,657) |
|
1,920,528 |
|
22,029,756 |
|
Cost of products and services sold |
(22,234,378) |
|
(1,104,902) |
|
(345,928) |
|
5,657 |
|
(1,445,173) |
|
(20,789,205) |
|
Gross profit |
1,715,906 |
|
331,519 |
|
143,836 |
|
‐ |
|
475,355 |
|
1,240,551 |
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, marketing and administrative |
(1,127,203) |
|
(225,400) |
|
(168,253) |
|
‐ |
|
(393,653) |
|
(733,550) |
|
Other operating income, net |
(4,349) |
|
1,792 |
|
(2,139) |
|
‐ |
|
(347) |
|
(4,002) |
|
Operating income (loss) |
584,354 |
|
107,911 |
|
(26,556) |
|
‐ |
|
81,355 |
|
502,999 |
|
Share of profit of associates |
(12,222) |
|
(85) |
|
‐ |
|
‐ |
|
(85) |
|
(12,137) |
|
Operating income (loss) before finance income (expenses) and income and social contribution taxes |
572,132 |
|
107,826 |
|
(26,556) |
|
‐ |
|
81,270 |
|
490,862 |
|
Financial result, net |
(333,681) |
|
(223,459) |
|
(10,006) |
|
89,780 |
|
(143,685) |
|
(189,996) |
|
Profit (loss) before income and social contribution taxes |
238,451 |
|
(115,633) |
|
(36,562) |
|
89,780 |
|
(62,415) |
|
300,866 |
|
Income and social contribution taxes |
(101,021) |
|
32,756 |
|
7,406 |
|
(30,525) |
|
9,637 |
|
(110,658) |
|
Profit (loss) for the period from continuing operations |
- |
|
‐ |
|
‐ |
|
‐ |
|
- |
|
190,208 |
|
Profit (loss) for the period from discontinued operations |
‐ |
|
- |
|
- |
|
- |
|
(52,778) |
|
(52,778) |
|
Profit (loss) for the period |
137,430 |
|
(82,877) |
|
(29,156) |
|
59,255 |
|
(52,778) |
|
137,430 |
|
Depreciation and amortization of intangibles and of right-of-use assets (i) |
332,701 |
|
73,910 |
|
37,315 |
|
‐ |
|
111,225 |
|
221,476 |
(i) Balances included for a complete breakdown of segment information.
|
|
03/31/2021 |
|
Discontinued operations |
|
03/31/2021 |
||||||
|
|
Disclosed |
|
Oxiteno |
|
Extrafarma |
|
Eliminations |
|
Total |
|
Re-presented |
|
|
A |
|
|
|
|
|
|
|
B |
|
(A-B) |
|
Net cash (used in) operating activities |
128,424 |
|
273,718 |
|
(34,585) |
|
(2,708) |
|
236,425 |
|
(108,001) |
|
Net cash (used in) provided by investing activities |
1,447,395 |
|
56,632 |
|
(8,759) |
|
‐ |
|
47,873 |
|
1,399,522 |
|
Net cash (used in) provided by financing activities |
(318,723) |
|
(420,066) |
|
2,193 |
|
273,238 |
|
(144,635) |
|
(174,088) |
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
14,613 |
|
3,699 |
|
‐ |
|
‐ |
|
3,699 |
|
10,914 |
|
Increase (decrease) in cash and cash equivalents |
1,271,709 |
|
(86,017) |
|
(41,151) |
|
270,530 |
|
143,362 |
|
1,128,347 |
c.3.1.1 Share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, was re-presented as discontinued operations in the total amount of R$ (52,778) in the statement of profit or loss for 2021.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
5 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, and in short-term investments funds, whose portfolio 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 investments funds, whose portfolio comprised of Federal Government bonds; and (iii) in currency and interest rate hedging instruments.
The financial assets were classified in Note 34.j, based on business model of financial assets of the Company and its subsidiaries.
Cash, cash equivalents and financial investments (consolidated) amounted to R$ 3,746,379 as of March 31, 2022 (R$ 4,463,473 as of December 31, 2021) and are as follows:
a. Cash and cash equivalents
Cash and cash equivalents are presented as follows:
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
Cash and bank deposits |
|
|
|
|
|
|
|
|
In local currency |
2,341 |
|
2,554 |
|
243,545 |
|
317,907 |
|
In foreign currency |
‐ |
|
‐ |
|
364,939 |
|
16,640 |
|
Financial investments considered cash equivalents |
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
Fixed-income securities |
14,936 |
|
18,979 |
|
1,642,037 |
|
1,943,164 |
|
In foreign currency |
|
|
|
|
|
|
|
|
Fixed-income securities |
‐ |
|
‐ |
|
2,005 |
|
2,363 |
|
Total cash and cash equivalents |
17,277 |
|
21,533 |
|
2,252,526 |
|
2,280,074 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Financial investments and derivative financial instruments
The financial investments which are not classified as cash and cash equivalents are presented as follows:
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
Financial investments |
|
|
|
|
|
|
|
|
In local currency |
|
|
|
|
|
|
|
|
Fixed-income securities and funds |
86,786 |
|
142,065 |
|
801,923 |
|
1,607,608 |
|
In foreign currency |
|
|
|
|
|
|
|
|
Fixed-income securities and funds |
‐ |
|
‐ |
|
‐ |
|
103,239 |
|
Currency and interest rate hedging instruments (a) |
‐ |
|
‐ |
|
691,930 |
|
472,552 |
|
Total financial investments |
86,786 |
|
142,065 |
|
1,493,853 |
|
2,183,399 |
|
Current |
86,786 |
|
142,065 |
|
936,573 |
|
1,804,122 |
|
Non-current |
‐ |
|
‐ |
|
557,280 |
|
379,277 |
(a) Accumulated gains, net of income tax (see Note 34.i).
6 Trade receivables and reseller financing (Consolidated)
a. Trade receivables
The composition of trade receivables is as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Domestic customers |
4,325,525 |
|
3,805,756 |
|
Domestic customers - related parties (see note 9.a.2) |
61 |
|
57 |
|
Foreign customers |
6,250 |
|
3,137 |
|
Foreign customers - related parties (see note 9.a.2) |
4,086 |
|
4,400 |
|
|
4,335,922 |
|
3,813,350 |
|
(-) Allowance for expected credit losses |
(374,311) |
|
(374,355) |
|
Total |
3,961,611 |
|
3,438,995 |
|
Current |
3,888,441 |
|
3,375,246 |
|
Non-current |
73,170 |
|
63,749 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 |
|
03/31/2022 |
4,335,922 |
3,502,478 |
166,846 |
29,734 |
100,280 |
50,939 |
485,645 |
|
12/31/2021 |
3,813,350 |
3,131,528 |
90,024 |
33,255 |
24,804 |
23,903 |
509,836 |
The breakdown 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 |
|
03/31/2022 |
374,311 |
21,479 |
1,808 |
2,791 |
2,166 |
13,307 |
332,760 |
|
12/31/2021 |
374,355 |
21,962 |
1,595 |
3,049 |
2,761 |
14,926 |
330,062 |
Movements in the allowance for expected credit losses are as follows:
|
Balance as of December 31, 2021 |
374,355 |
|
Additions |
40,771 |
|
Reversals |
(34,865) |
|
Write-offs |
(5,950) |
|
Balance as of March 31, 2022 |
374,311 |
For more information on the allowance for expected credit losses, see Note 34.d.3.
b. Reseller financing
The composition of reseller financing is comprised as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Reseller financing – Ipiranga |
1,198,246 |
|
1,183,312 |
|
(-)Allowance for expected credit losses |
(199,015) |
|
(185,278) |
|
|
999,231 |
|
998,034 |
|
Current |
580,129 |
|
582,562 |
|
Non-current |
419,102 |
|
415,472 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 |
|
03/31/2022 |
1,198,246 |
774,082 |
9,485 |
12,303 |
6,129 |
54,291 |
341,956 |
|
12/31/2021 |
1,183,312 |
770,008 |
19,260 |
24,290 |
14,373 |
26,685 |
328,696 |
The breakdown of the loss 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 |
|
03/31/2022 |
199,015 |
10,926 |
1,347 |
3,676 |
1,603 |
25,008 |
156,455 |
|
12/31/2021 |
185,278 |
1,514 |
6,410 |
8,697 |
6,255 |
9,892 |
152,510 |
Movements in allowance for expected credit losses are as follows:
|
Balance as of December 31, 2021 |
185,278 |
|
Additions |
34,869 |
|
Reversals |
(19,325) |
|
Write-offs |
(1,807) |
|
Balance as of March 31, 2022 |
199,015 |
For more information about the allowance for expected credit losses, see Note 34.d.3.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
7 Inventories (Consolidated)
The composition of inventories, net of provisions for losses, is as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Fuels, lubricants and greases |
3,361,497 |
|
3,038,061 |
|
Raw materials |
332,674 |
|
293,242 |
|
Liquified petroleum gas (LPG) |
150,282 |
|
146,070 |
|
Consumable materials and other items for resale |
151,299 |
|
115,275 |
|
Purchase for future delivery (1) |
223,263 |
|
301,992 |
|
Properties for resale |
23,266 |
|
24,132 |
|
|
4,242,281 |
|
3,918,772 |
(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, 2021 |
13,078 |
|
Additions to net realizable value adjustment |
185 |
|
Additions of obsolescence and other losses |
574 |
|
Balance as of March 31, 2022 |
13,837 |
8 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”).
|
|
03/31/2022 |
|
12/31/2021 |
|
ICMS (a.1) |
896,744 |
|
893,206 |
|
PIS and COFINS (a.2) (a.3) |
1,162,355 |
|
1,177,513 |
|
Valued-added tax (IVA) of foreign subsidiaries |
‐ |
|
179 |
|
Others |
47,961 |
|
37,127 |
|
Total |
2,107,060 |
|
2,108,025 |
|
Current |
1,044,039 |
|
1,061,227 |
|
Non-current |
1,063,021 |
|
1,046,798 |
| 29 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.1 The recoverable ICMS net of provision for losses is substantially related to the following subsidiaries and operations:
The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 896,744 (R$ 893,206 as of December 31, 2021) 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”), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than the actual operation practiced by the subsidiary IPP.
The amounts of recoverable ICMS are realized by the taxed operation itself, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within an average term of up to 5 years.
a.2 The recoverable PIS and COFINS is substantially related to:
The balance of PIS and COFINS includes credits recorded under Laws 10,637/2002 and 10,833/2003 in the amount of R$ 573,934 (R$ 607,373 as of December 31, 2021), as well as credits in the amount of R$ 588,421 (R$ 570,140 as of December 31, 2021) arising from a favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
The credit balance of PIS and COFINS is realized through the settlement of own debts in subsequent months or with other debts managed by the Receita Federal and social security for cases that the law allows. Management estimates the realization of these credits within up to 5 years.
b. Recoverable income tax and social contribution
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-incidence of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments (see Note 10.e), with management estimating the realization of these credits within up to 5 years.
|
|
|
|
|
|
|
03/31/2022 |
|
12/31/2021 |
|
IRPJ and CSLL |
399,391 |
|
447,191 |
|
Current |
257,517 |
|
291,833 |
|
Non-current |
141,874 |
|
155,358 |
| 30 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
9 Related parties
a. Related parties
The balances and transactions between the Company and its subsidiaries with related parties are disclosed below:
a.1 Parent
|
|
03/31/2022 |
||||||||
|
|
Assets |
|
Liabilities |
|
|
||||
|
|
Debentures (1) |
|
Other receivables |
|
Related parties |
|
Other payables |
|
Finance income (expenses) |
|
Ipiranga Produtos de Petróleo S.A. |
400,000 |
|
60,866 |
|
‐ |
|
820 |
|
11,410 |
|
Cia Ultragaz S.A. |
‐ |
|
9,483 |
|
‐ |
|
‐ |
|
‐ |
|
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
‐ |
|
5,277 |
|
4,522 |
|
404 |
|
‐ |
|
Oxiteno S.A. Indústria e Comércio |
‐ |
|
7,755 |
|
‐ |
|
‐ |
|
‐ |
|
Ultracargo Logística S.A. |
‐ |
|
2,611 |
|
‐ |
|
16 |
|
‐ |
|
Eaí Clube Automobilista S.A. |
‐ |
|
557 |
|
‐ |
|
‐ |
|
‐ |
|
UVC Investimentos Ltda. |
‐ |
|
6 |
|
‐ |
|
‐ |
|
‐ |
|
am/pm Comestíveis Ltda. |
‐ |
|
108 |
|
‐ |
|
‐ |
|
‐ |
|
Iconic Lubrificantes S/A |
‐ |
|
6 |
|
‐ |
|
‐ |
|
‐ |
|
Química da Bahia Indústria e Comércio S.A. |
‐ |
|
‐ |
|
2,875 |
|
‐ |
|
‐ |
|
SERMA - Ass. dos usuários equip. proc. de dados |
‐ |
|
‐ |
|
‐ |
|
180 |
|
‐ |
|
Others |
‐ |
|
25 |
|
‐ |
|
1 |
|
‐ |
|
Total |
400,000 |
|
86,694 |
|
7,397 |
|
1,421 |
|
11,410 |
|
|
12/31/2021 |
|
03/31/2021 |
||||||
|
|
Assets |
|
Liabilities |
|
|
||||
|
|
Debentures |
|
Other receivables |
|
Related parties |
|
Other payables |
|
Finance income (expenses) |
|
Ipiranga Produtos de Petróleo S.A. |
406,787 |
|
71,585 |
|
‐ |
|
1,085 |
|
3,931 |
|
Cia Ultragaz S.A. |
‐ |
|
11,060 |
|
‐ |
|
6,799 |
|
‐ |
|
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
‐ |
|
7,025 |
|
4,674 |
|
404 |
|
‐ |
|
Oxiteno S.A. Indústria e Comércio |
‐ |
|
3,787 |
|
‐ |
|
2 |
|
‐ |
|
Ultracargo Logística S.A. |
‐ |
|
2,798 |
|
‐ |
|
‐ |
|
‐ |
|
Eaí Clube Automobilista S.A. |
‐ |
|
200 |
|
‐ |
|
‐ |
|
‐ |
|
UVC Investimentos Ltda. |
‐ |
|
21 |
|
‐ |
|
‐ |
|
‐ |
|
am/pm Comestíveis Ltda. |
‐ |
|
146 |
|
‐ |
|
‐ |
|
‐ |
|
Iconic Lubrificantes S/A |
‐ |
|
11 |
|
‐ |
|
‐ |
|
‐ |
|
SERMA - Ass. dos usuários equip. proc. de dados |
‐ |
|
293 |
|
‐ |
|
322 |
|
‐ |
|
Others |
‐ |
|
‐ |
|
‐ |
|
1 |
|
‐ |
|
Total |
406,787 |
|
96,926 |
|
4,674 |
|
8,613 |
|
3,931 |
(1) In March 2021 the subsidiary IPP made its nineth private offering in one single series of 400,000 debentures at face value of R$ 1,000.00 (thousand Brazilian Reais) each, nonconvertible into shares, unsecured, with maturity on March 31, 2024 and semiannual interest linked to DI being subscribed the total by the Company.
| 31 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.2 Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:
|
|
03/31/2022 |
|||||||||
|
|
Loans (1) |
|
Commercial transactions |
|
Trading transactions |
|||||
|
|
Assets |
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. |
‐ |
‐ |
|
‐ |
|
19,335 |
|
‐ |
|
53,888 |
|
União Vopak Armazéns Gerais Ltda. |
‐ |
‐ |
|
61 |
|
‐ |
|
196 |
|
‐ |
|
Latitude Logística Portuária S.A. |
‐ |
‐ |
|
‐ |
|
174 |
|
‐ |
|
‐ |
|
Chevron (Thailand) Limited (2) |
‐ |
‐ |
|
‐ |
|
3 |
|
‐ |
|
776 |
|
Chevron Lubricants Oils S.A. (2) |
‐ |
‐ |
|
601 |
|
‐ |
|
282 |
|
‐ |
|
Chevron Marine Products (2) |
‐ |
‐ |
|
3,485 |
|
‐ |
|
4,193 |
|
‐ |
|
Chevron Oronite Brasil LTDA. (2) |
‐ |
‐ |
|
‐ |
|
34,882 |
|
‐ |
|
42,202 |
|
Chevron Products Company (2) |
‐ |
‐ |
|
‐ |
|
194,167 |
|
‐ |
|
207,629 |
|
Chevron Belgium NV (2) |
‐ |
‐ |
|
‐ |
|
511 |
|
‐ |
|
931 |
|
Others (1) |
490 |
635 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Total |
490 |
3,510 |
|
4,147 |
|
249,072 |
|
4,671 |
|
305,426 |
(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) Non-controlling shareholders of and other related parties of the Iconic.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
|
12/31/2021 |
|
03/31/2021 |
|||||||
|
|
Loans (1) |
|
Commercial transactions |
|
Trading transactions |
|||||
|
|
Assets |
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. |
‐ |
‐ |
|
‐ |
|
90,761 |
|
‐ |
|
120,972 |
|
ConectCar Soluções de Mobilidade Eletrônica S.A. |
‐ |
‐ |
|
‐ |
|
‐ |
|
340 |
|
38 |
|
União Vopak Armazéns Gerais Ltda. |
‐ |
‐ |
|
57 |
|
‐ |
|
‐ |
|
‐ |
|
Chevron (Thailand) Limited (2) |
‐ |
‐ |
|
204 |
|
‐ |
|
‐ |
|
‐ |
|
Chevron Lubricants Oils S.A. (2) |
‐ |
‐ |
|
319 |
|
‐ |
|
‐ |
|
‐ |
|
Chevron Marine Products (2) |
‐ |
‐ |
|
3,663 |
|
‐ |
|
‐ |
|
‐ |
|
Chevron Oronite Brasil LTDA. (2) |
‐ |
‐ |
|
‐ |
|
53,378 |
|
‐ |
|
39,215 |
|
Chevron Products Company (2) |
‐ |
‐ |
|
‐ |
|
158,557 |
|
‐ |
|
153,060 |
|
Chevron Belgium NV (2) |
‐ |
‐ |
|
‐ |
|
821 |
|
‐ |
|
1,369 |
|
Chevron Petroleum CO Colombia (2) |
‐ |
‐ |
|
214 |
|
‐ |
|
‐ |
|
‐ |
|
Others (1) |
490 |
659 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
Total |
490 |
3,534 |
|
4,457 |
|
303,517 |
|
340 |
|
314,654 |
(1) Loans contracted have indefinite terms and do not contain remuneration clauses.
(2) Non-controlling shareholders of and other related parties of the Iconic.
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance. The operations of ConectCar refer to services provided. 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. Guarantees provided by the Company in loans of subsidiaries and associates are mentioned in Note 17.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Key executives (Consolidated)
The Company’s compensation strategy 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. More details about post-employment benefits see Note 21.b.
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
|
|
03/31/2022 |
|
03/31/2021 |
|
Short-term compensation |
13,748 |
|
10,729 |
|
Stock compensation |
3,481 |
|
3,187 |
|
Post-employment benefits |
686 |
|
617 |
|
Total |
17,915 |
|
14,533 |
c. Stock plan (Consolidated)
Since 2003 Ultrapar has adopted a stock plan in which the executive has the usufruct of 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 concession 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 the B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes shares granted to the Company and its subsidiaries’ management:
|
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 |
|
03/04/2016 |
66,664 |
2023 |
32.72 |
9,025 |
|
(8,631) |
|
394 |
|
Balance as of March 31, 2022 |
66,664 |
|
|
9,025 |
|
(8,631) |
|
394 |
For the quarter ended March 31, 2022 the amortization in the amount of R$ 192 (reversal of R$ 683 in the period ended March 31, 2021 re-presented) was recognized as a general and administrative expense.
The table below summarizes the changes of number of shares granted:
|
Balance as of December 31, 2021 |
|
133,332 |
|
Shares vested and transferred |
|
(66,668) |
|
Balance as of March 31, 2022 |
|
66,664 |
In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a new incentive plan based on shares (“Plan”), which establishes the general terms and conditions for the concession 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, in periods of three to six years, to directors or employees of the Company or its subsidiaries.
As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the restricted and performance stock programs:
|
Program |
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 |
|
Restricted |
October 1, 2017 |
- |
2023 |
38.19 |
- |
|
- |
|
‐ |
|
Restricted |
November 8, 2017 |
2,340 |
2022 |
38.19 |
644 |
|
(627) |
|
17 |
|
Restricted |
April 4, 2018 |
11,100 |
2022 to 2023 |
34.35 |
1,448 |
|
(1,377) |
|
71 |
|
Performance |
April 4, 2018 |
5,550 |
2022 to 2023 |
34.35 |
356 |
|
(285) |
|
71 |
|
Restricted |
September 19, 2018 |
80,000 |
2024 |
19.58 |
1,020 |
|
(1,020) |
|
‐ |
|
Restricted |
September 24, 2018 |
80,000 |
2024 |
18.40 |
3,170 |
|
(1,424) |
|
1,746 |
|
Restricted |
April 3, 2019 |
117,018 |
2022 to 2024 |
23.25 |
5,043 |
|
(3,947) |
|
1,096 |
|
Performance |
April 3, 2019 |
76,932 |
2022 to 2024 |
23.25 |
3,566 |
|
(2,394) |
|
1,172 |
|
Restricted |
September 2, 2019 |
320,000 |
2025 |
16.42 |
7,247 |
|
(3,120) |
|
4,127 |
|
Restricted |
April 1, 2020 |
189,195 |
2023 to 2025 |
12.53 |
4,498 |
|
(2,389) |
|
2,109 |
|
Performance |
April 1, 2020 |
189,195 |
2023 to 2025 |
12.53 |
4,415 |
|
(2,306) |
|
2,109 |
|
Restricted |
September 16, 2020 |
300,000 |
2026 |
23.03 |
9,530 |
|
(2,515) |
|
7,015 |
|
Restricted |
April 7, 2021 |
420,571 |
2024 |
20.85 |
16,558 |
|
(5,511) |
|
11,047 |
|
Performance |
April 7, 2021 |
420,571 |
2024 |
20.85 |
16,558 |
|
(5,511) |
|
11,047 |
|
Restricted |
September 22, 2021 |
1,000,000 |
2027 |
14.17 |
19,545 |
|
(1,900) |
|
17,645 |
|
|
3,212,472 |
|
|
93,598 |
|
(34,326) |
|
59,272 |
|
For the quarter ended March 31, 2022, a general and administrative expense in the amount of R$ 5,208 was recognized in relation to the Plan (R$ 3,858 for the period ended March 31, 2021 – re-presented).
|
Balance as of December 31, 2021 |
|
4,415,294 |
|
Cancellation of granted shares due to termination of executive employment |
|
(518,586) |
|
Transfers of shares between discontinued operations to continuing operations |
|
(684,236) |
|
Balance as of March 31, 2022 |
|
3,212,472 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
10 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 |
||||
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
Assets - deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
|
Provision for impairment of assets |
‐ |
|
‐ |
|
61,470 |
|
57,924 |
|
Provision for tax, civil and labor risks |
‐ |
|
‐ |
|
170,221 |
|
188,236 |
|
Provision for post-employment benefits |
788 |
|
760 |
|
74,463 |
|
73,335 |
|
Provision for differences between cash accrual basis (i) |
‐ |
|
‐ |
|
11,742 |
|
24,754 |
|
Goodwill |
‐ |
|
‐ |
|
1,192 |
|
4,825 |
|
Business combination – tax basis vs. accounting basis of goodwill |
‐ |
|
‐ |
|
22,026 |
|
18,699 |
|
Provision for asset retirement obligation |
‐ |
|
‐ |
|
17,411 |
|
16,991 |
|
Provision for suppliers |
5,921 |
|
6,354 |
|
84,844 |
|
39,364 |
|
Provision for profit sharing and bonus |
3,005 |
|
9,541 |
|
19,465 |
|
44,876 |
|
Leases payable |
1,335 |
|
1,264 |
|
46,740 |
|
41,463 |
|
Change in fair value of subscription warrants |
10,450 |
|
10,957 |
|
10,450 |
|
10,957 |
|
Provision for deferred revenue |
‐ |
|
‐ |
|
14,820 |
|
15,643 |
|
Other provisions |
85 |
|
85 |
|
3,096 |
|
2,769 |
|
Tax losses and negative basis for social contribution carryforwards (10.d) |
55,415 |
|
43,441 |
|
211,362 |
|
148,345 |
|
Total |
76,999 |
|
72,402 |
|
749,302 |
|
688,181 |
|
Offset liability balance |
‐ |
|
‐ |
|
(140,829) |
|
(116,426) |
|
Net balance of deferred taxes assets |
76,999 |
|
72,402 |
|
608,473 |
|
571,755 |
|
Liabilities - deferred income and social contribution taxes on: |
|
|
|
|
|
|
|
|
Revaluation of PP&E |
‐ |
|
‐ |
|
402 |
|
408 |
|
Leases payable |
‐ |
|
‐ |
|
134 |
|
138 |
|
Provision for differences between cash accrual basis (i) |
‐ |
|
‐ |
|
37,546 |
|
19,664 |
|
Provision for goodwill |
‐ |
|
‐ |
|
28,676 |
|
28,676 |
|
Business combination - fair value of assets |
‐ |
|
‐ |
|
65,664 |
|
66,079 |
|
Other provisions |
‐ |
|
‐ |
|
8,697 |
|
1,743 |
|
Total |
‐ |
|
‐ |
|
141,119 |
|
116,708 |
|
Offset asset balance |
‐ |
|
‐ |
|
(140,829) |
|
(116,426) |
|
Net balance of deferred tax liabilities |
‐ |
|
‐ |
|
290 |
|
282 |
(i) Refers, mainly, to the income tax on the exchange variation of the derivative hedging instruments.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
|
|
Parent |
|
Consolidated |
|
Balance as of December 31, 2021 |
72,402 |
|
571,473 |
|
Deferred IRPJ and CSLL recognized in income for the year |
4,597 |
|
55,217 |
|
Deferred IRPJ and CSLL recognized in other comprehensive income |
‐ |
|
(18,507) |
|
Balance as of March 31, 2022 |
76,999 |
|
608,183 |
b. Reconciliation of income and social contribution taxes on the income statement
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
Re-presented (i) |
|
|
|
Re-presented (i) |
|
Income before taxes |
94,494 |
|
187,775 |
|
140,095 |
|
300,866 |
|
Statutory tax rates - % |
34 |
|
34 |
|
34 |
|
34 |
|
Income and social contribution taxes at the statutory tax rates |
(32,128) |
|
(63,844) |
|
(47,632) |
|
(102,294) |
|
Adjustment to the statutory income and social contribution taxes: |
|
|
|
|
|
|
|
|
Nondeductible expenses (ii) |
(7,939) |
|
(2,760) |
|
(8,472) |
|
(6,119) |
|
Nontaxable revenues (iii) |
9,286 |
|
‐ |
|
11,344 |
|
648 |
|
Adjustment to estimated income (iv) |
‐ |
|
‐ |
|
2,733 |
|
84 |
|
Unrecorded deferred income and social contribution taxes carryforwards deferred (v) |
‐ |
|
‐ |
|
(1,348) |
|
(1,711) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
44,192 |
|
66,923 |
|
4,592 |
|
(4,127) |
|
Interest on capital |
‐ |
|
‐ |
|
1 |
|
1 |
|
Other adjustments |
‐ |
|
(3,153) |
|
(467) |
|
(6,196) |
|
Income and social contribution taxes before tax incentives |
13,411 |
|
(2,834) |
|
(39,249) |
|
(119,714) |
|
Tax incentives – SUDENE (10.c) |
‐ |
|
‐ |
|
15,992 |
|
9,056 |
|
Income and social contribution taxes in the income statement |
13,411 |
|
(2,834) |
|
(23,257) |
|
(110,658) |
|
Current |
8,814 |
|
‐ |
|
(78,474) |
|
(102,787) |
|
Deferred |
4,597 |
|
(2,834) |
|
55,217 |
|
(7,871) |
|
Effective IRPJ and CSLL rates - % |
(14,2) |
|
1.5 |
|
16.6 |
|
36.8 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
| (i) | For more information on the re-presentation, see Note 4.c.1. |
| (ii) | 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. |
| (iii) | Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions, as well as recoverable of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary movement (SELIC) in the repetition of undue tax lawsuits. |
| (iv) | 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 taxes 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. |
| (v) | See Note 10.d. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 region operated by the Superintendence for the Development of the Northeast (“SUDENE”), in compliance with the current law:
|
Subsidiary |
Units |
Incentive - % |
Expiration |
|
Bahiana Distribuidora de Gás Ltda. |
Mataripe base |
75 |
2024 |
|
|
Caucaia base |
75 |
2025 |
|
|
Juazeiro base |
75 |
2026 |
|
|
Aracaju base |
75 |
2027 |
|
|
Suape base |
75 |
2027 |
|
Ultracargo Logística S.A. |
Aratu Terminal |
75 |
2022 |
|
|
Suape Terminal |
75 |
2030 |
|
|
Itaqui Terminal |
75 |
2030 |
d. Taxes losses carryforwards
As of March 31, 2022, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and negative basis of CSLL, whose annual compensatios are limited to 30% of taxable income in a given tax year, which do not expire.
The balances which are constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Oil Trading |
86,724 |
|
53,839 |
|
Ultrapar (i) |
55,415 |
|
43,441 |
|
Abastece aí |
49,742 |
|
41,065 |
|
Tequimar Vila do Conde |
13,950 |
|
9,861 |
|
Others |
5,531 |
|
139 |
|
|
211,362 |
|
148,345 |
(i) Considers the amount of R$ 3,913 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of March 31, 2022 (R$ 8,510 as of December 31, 2021).
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Integra Frotas |
12,556 |
|
11,769 |
|
Millennium |
3,735 |
|
3,174 |
|
|
16,291 |
|
14,943 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
11 Prepaid expenses (Consolidated)
|
|
03/31/2022 |
|
12/31/2021 |
|
Rents |
48,766 |
|
54,327 |
|
Advertising and publicity |
52,556 |
|
28,410 |
|
Insurance premiums |
35,062 |
|
26,917 |
|
Software maintenance |
33,389 |
|
19,863 |
|
Employee benefits |
7,902 |
|
8,362 |
|
IPVA and IPTU |
6,648 |
|
1,553 |
|
Contribution - private pension fund (see Note 21.a) |
21,352 |
|
19,831 |
|
Other prepaid expenses |
10,225 |
|
10,129 |
|
|
215,900 |
|
169,392 |
|
Current |
148,984 |
|
98,024 |
|
Non-current |
66,916 |
|
71,368 |
12 Contractual assets with customers - exclusive rights (Consolidated)
Refers to exclusive 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 profit or loss according to the conditions established in the agreement, being reviewed as changes occur under the terms of the agreements. As of March 31, 2022, the contracts had a weighted average amortization term of five years.
Balances and changes are shown below:
|
Balance as of December 31, 2021 |
2,079,226 |
|
Additions |
178,573 |
|
Amortization |
(88,751) |
|
Transfer |
(25,200) |
|
Balance as of March 31, 2022 |
2,143,848 |
|
Current |
573,704 |
|
Non-current |
1,570,144 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
13 Investments in subsidiaries, joint ventures and associates, net
The table belows presents the positions of equity and profit (loss) for the period by company:
|
|
|
|
|
|
Parent |
||||||||
|
|
Equity |
Profit (loss) for the period |
Interest in share capital - % |
|
Investment |
|
Profit (loss) for the period |
||||||
|
|
|
03/31/2022 |
12/31/2021 |
|
03/31/2022 |
03/31/2021 |
|||||||
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
||||
|
Ultracargo - Operações Logísticas e Participações Ltda. |
1,462,442 |
47,110 |
100 |
|
1,462,442 |
1,474,889 |
|
47,110 |
50,194 |
||||
|
Ipiranga Produtos de Petróleo S.A. (i) |
6,683,416 |
111,825 |
100 |
|
6,683,416 |
6,662,244 |
|
111,825 |
219,108 |
||||
|
Ultrapar International S.A. |
(48) |
(21,774) |
100 |
|
(48) |
(14,199) |
|
(21,773) |
(61,629) |
||||
|
UVC |
36,985 |
(1,966) |
100 |
|
36,985 |
36,491 |
|
(1,966) |
(2,041) |
||||
|
Centro de Conveniências Millennium Ltda. (ii) |
12,730 |
(1,647) |
100 |
|
12,730 |
9,328 |
|
(1,647) |
(345) |
||||
|
Eaí Clube Automobilista S.A. |
70,692 |
(16,406) |
100 |
|
70,692 |
78,896 |
|
(16,406) |
(9,387) |
||||
|
Joint ventures |
|
|
|
|
|
|
|
|
|
||||
|
Química da Bahia Indústria e Comércio S.A. (iii) |
7,056 |
‐ |
50 |
|
3,528 |
‐ |
|
‐ |
‐ |
||||
|
Refinaria de Petróleo Riograndense S.A. |
85,752 |
38,111 |
33 |
|
28,473 |
16,622 |
|
12,654 |
751 |
||||
|
Negative equity from joint ventures |
|
|
|
|
|
|
|
|
|
||||
|
Refinaria de Petróleo Riograndense S.A. |
(35,823) |
541 |
33 |
|
(11,895) |
(12,074) |
|
180 |
180 |
||||
|
Total investments in the Parent |
|
|
|
|
8,286,371 |
8,266,396 |
|
129,977 |
196,831 |
||||
|
Total provision for negative equity of the Parent |
|
|
|
|
(48) |
(14,199) |
|
‐ |
‐ |
||||
The percentages in the table above are rounded.
| (i) | Balances are presented net of the effects of discontinued operations. For more details, see Note 4. | |
| (ii) | Balances are accounted for under the equity method of accounting based on information as of February 28, 2022. | |
| (iii) | The Company acquired a 50% interest in Química da Bahia on February 1, 2022. Until January 31, 2022, it was an associate of Oxiteno S.A., which was reclassified to assets held for sale. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
|
|
|
|
|
Consolidated |
||||||||
|
|
Equity |
Profit (loss) for the period |
Interest in share capital - % |
|
Investment |
|
Profit (loss) for the period |
||||||
|
|
|
03/31/2022 |
12/31/2021 |
|
03/31/2022 |
03/31/2021 |
|||||||
|
Joint ventures |
|
|
|
|
|
|
|
|
Re-presented |
||||
|
União Vopak – Armazéns Gerais Ltda (1) |
15,636 |
(1,036) |
50 |
|
7,818 |
8,336 |
|
(518) |
476 |
||||
|
Refinaria de Petróleo Riograndense S.A. (2) |
85,752 |
38,111 |
33 |
|
28,473 |
16,622 |
|
12,654 |
751 |
||||
|
ConectCar Soluções de Mobilidade Eletrônica S.A. (3) |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
(7,030) |
||||
|
Latitude Logística Portuária S.A (4) |
20,661 |
708 |
50 |
|
10,331 |
9,978 |
|
354 |
(6,273) |
||||
|
Navegantes Logística Portuária S.A (4) |
64,184 |
(2,682) |
33 |
|
21,395 |
22,289 |
|
(894) |
(544) |
||||
|
Nordeste Logística I S.A. (4) |
13,551 |
2,301 |
33 |
|
4,517 |
2,416 |
|
767 |
(37) |
||||
|
Nordeste Logística II S.A. (4) |
40,839 |
(429) |
33 |
|
13,613 |
13,256 |
|
(143) |
(42) |
||||
|
Nordeste Logística III S.A (4) |
35,161 |
(40) |
33 |
|
11,720 |
10,566 |
|
(13) |
(47) |
||||
| Química da Bahia Indústria e Comércio S.A. (i) | 7,056 | - | 50 | 3,528 | 3,528 | - | - | ||||||
|
Associates |
|
|
|
|
|
|
|
|
|
||||
|
Transportadora Sulbrasileira de Gás S.A. (5) |
17,295 |
4,483 |
25 |
|
4,324 |
3,204 |
|
1,121 |
439 |
||||
|
Metalúrgica Plus S.A. (6) |
(238) |
(81) |
33 |
|
(79) |
(53) |
|
(27) |
(26) |
||||
|
Plenogás Distribuidora de Gás S.A. (6) |
1,548 |
57 |
33 |
|
516 |
497 |
|
19 |
16 |
||||
|
Other investments |
‐ |
‐ |
‐ |
|
28 |
28 |
|
‐ |
‐ |
||||
|
Negative equity from joint ventures |
|
|
|
|
|
|
|
|
|
||||
|
Refinaria de Petróleo Riograndense S.A. (2) |
(35,823) |
541 |
33 |
|
(11,895) |
(12,074) |
|
180 |
180 |
||||
|
Total investment in Consolidated |
|
|
|
|
94,368 |
78,593 |
|
13,500 |
(12,137) |
||||
|
Total provision for negative equity in the Consolidated |
|
|
|
|
(79) |
‐ |
|
‐ |
‐ |
||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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, it was an associate of Oxiteno S.A., which was reclassified to assets held for sale. |
| (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 held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking in the States of Bahia, Ceará, Espírito Santo, Goiás, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal. On June 25, 2021, the sale of ConectCar to Porto Seguro S.A., through its subsidiary Portoseg S.A. – Crédito, Financiamento e Investimento, was announced. The transactions was completed on October 1, 2021. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million. |
| (4) | 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), participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), has participation 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”) (see Note 35.c). |
| (5) | The subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services. |
| (6) | 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. Currently, the associates have their operational activity suspended. |
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, 2021 |
8,261,848 |
|
4,548 |
|
8,266,396 |
|
71,389 |
|
7,204 |
|
78,593 |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
117,143 |
|
12,834 |
|
129,977 |
|
12,387 |
|
1,113 |
|
13,500 |
|
Dividends |
(60,000) |
|
‐ |
|
(60,000) |
|
‐ |
|
‐ |
|
‐ |
|
Equity instrument granted |
2,081 |
|
‐ |
|
2,081 |
|
‐ |
|
‐ |
|
‐ |
|
Other comprehensive income |
(164) |
|
(804) |
|
(968) |
|
(804) |
|
‐ |
|
(804) |
|
Capital increase in cash |
15,708 |
|
‐ |
|
15,708 |
|
3,000 |
|
‐ |
|
3,000 |
|
Shareholder transaction - changes of investments |
‐ |
|
3,528 |
|
3,528 |
|
‐ |
|
‐ |
|
‐ |
|
Transfer to provision for negative equity |
(14,247) |
|
‐ |
|
(14,247) |
|
‐ |
|
‐ |
|
‐ |
|
Transactions with discontinued operations |
(56,152) |
|
‐ |
|
(56,152) |
|
‐ |
|
‐ |
|
‐ |
|
Balance as of March 31, 2022 |
8,266,217 |
|
20,106 |
|
8,286,323 |
|
85,972 |
|
8,317 |
|
94,289 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
|
Parent |
|
Consolidated |
||||||||
|
|
Subsidiaries |
|
Joint ventures |
|
Total |
|
Joint ventures |
|
Associates |
|
Total |
|
Balance as of December 31, 2020 |
10,530,177 |
|
‐ |
|
10,530,177 |
|
139,100 |
|
25,616 |
|
164,716 |
|
Share of profit (loss) of subsidiaries and joint ventures from continuing operations |
828,150 |
|
822 |
|
828,972 |
|
(18,068) |
|
434 |
|
(17,634) |
|
Share of profit (loss) of subsidiaries and joint ventures from discontinued operations |
65,264 |
|
‐ |
|
65,264 |
|
‐ |
|
48 |
|
48 |
|
Dividends |
(692,976) |
|
‐ |
|
(692,976) |
|
‐ |
|
(998) |
|
(998) |
|
Equity instrument granted |
3,631 |
|
‐ |
|
3,631 |
|
‐ |
|
‐ |
|
‐ |
|
Other comprehensive income |
7,352 |
|
99 |
|
7,451 |
|
99 |
|
‐ |
|
99 |
|
Translation adjustments of foreign subsidiaries |
73,049 |
|
‐ |
|
73,049 |
|
‐ |
|
‐ |
|
‐ |
|
Actuarial gain of post-employment benefits of subsidiaries, net of income and social contribution taxes |
29,273 |
|
5,723 |
|
34,996 |
|
5,723 |
|
‐ |
|
5,723 |
|
Capital increase in cash |
119,156 |
|
‐ |
|
119,156 |
|
30,697 |
|
‐ |
|
30,697 |
|
Capital decrease |
‐ |
|
‐ |
|
‐ |
|
(5,001) |
|
(1,500) |
|
(6,501) |
|
Shareholder transactions - changes of investments |
‐ |
|
‐ |
|
‐ |
|
(966) |
|
‐ |
|
(966) |
|
Write-off of investment |
‐ |
|
‐ |
|
‐ |
|
(78,099) |
|
‐ |
|
(78,099) |
|
Transfer to (from) provision for negative equity |
(19,499) |
|
(2,096) |
|
(21,595) |
|
(2,096) |
|
‐ |
|
(2,096) |
|
Reclassification to assets held for sale (i) |
(2,681,729) |
|
‐ |
|
(2,681,729) |
|
‐ |
|
(16,396) |
|
(16,396) |
|
Balance as of December 31, 2021 |
8,261,848 |
|
4,548 |
|
8,266,396 |
|
71,389 |
|
7,204 |
|
78,593 |
| (i) | For further information, see Note 4.c.1 |
14 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 centers; (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.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
|
Weighted average |
Balance as of |
|
Additions and remeasurement |
|
Write-offs |
|
Amortization |
|
Balance as of |
|
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
10 |
1,793,473 |
|
134,337 |
|
(17,628) |
|
‐ |
|
1,910,182 |
|
|
Port areas |
20 |
299,630 |
|
11,235 |
|
‐ |
|
‐ |
|
310,865 |
|
|
Vehicles |
4 |
146,173 |
|
40,631 |
|
(21,601) |
|
‐ |
|
165,203 |
|
|
Equipment |
6 |
16,740 |
|
559 |
|
‐ |
|
‐ |
|
17,299 |
|
|
Others |
20 |
27,846 |
|
‐ |
|
‐ |
|
‐ |
|
27,846 |
|
|
|
|
2,283,862 |
|
186,762 |
|
(39,229) |
|
‐ |
|
2,431,395 |
|
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
|
(489,470) |
|
‐ |
|
15,864 |
|
(52,468) |
|
(526,074) |
|
|
Port areas |
|
(23,526) |
|
‐ |
|
‐ |
|
(3,613) |
|
(27,139) |
|
|
Vehicles |
|
(98,867) |
|
‐ |
|
19,738 |
|
(12,333) |
|
(91,462) |
|
|
Equipment |
|
(1,834) |
|
‐ |
|
‐ |
|
(360) |
|
(2,194) |
|
|
Others |
|
(18,870) |
|
‐ |
|
‐ |
|
(654) |
|
(19,524) |
|
|
|
|
(632,567) |
|
‐ |
|
35,602 |
|
(69,428) |
|
(666,393) |
|
|
Net amount |
|
1,651,295 |
|
186,762 |
|
(3,627) |
|
(69,428) |
|
1,765,002 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Leases payable
The changes in leases payable are shown below:
|
Balance as of December 31, 2021 |
1,348,311 |
|
Interest accrued |
29,129 |
|
Payments |
(106,869) |
|
Additions and remeasurement |
187,848 |
|
Write-offs |
(3,933) |
|
Balance as of March 31, 2022 |
1,454,486 |
|
Current |
208,001 |
|
Non-current |
1,246,485 |
The future disbursements (installments) not discounted to present value are presented below:
|
|
03/31/2022 |
|
Up to 1 year |
314,981 |
|
1 to 2 years |
285,993 |
|
2 to 3 years |
265,374 |
|
3 to 4 years |
202,625 |
|
From 4 to 5 years |
168,403 |
|
More than 5 years |
1,010,090 |
|
Total |
2,247,466 |
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 for maturity date and discount rate |
||
|
Maturity date of the contracts |
Discount rates (% p.a.) |
|
|
From 1 to 5 years |
4.33 |
|
|
From 6 to 10 years |
7.64 |
|
|
From 11 to 15 years |
8.02 |
|
|
More than 15 years |
8.83 |
|
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Effects of inflation - disclosures required by the CVM in the letter SNC/SEP 02/2019
The effects of inflation for the quarter ended March 31, 2022 are as follows:
|
Right-of-use assets, net |
|
|
Nominal base |
1,765,002 |
|
Inflated base |
2,042,880 |
|
|
15.7% |
|
Lease liability |
|
|
Nominal base |
1,454,486 |
|
Inflated base |
1,732,363 |
|
|
19.1% |
|
Finance expenses |
|
|
Nominal base |
29,129 |
|
Inflated base |
36,584 |
|
|
25.6% |
|
Amortization expenses |
|
|
Nominal base |
69,428 |
|
Inflated base |
79,708 |
|
|
14.8% |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
15 Property, plant, and equipment (Consolidated)
Balance and changes in property, plant and equipment are as follows:
|
|
Weighted average useful life (years) |
Balance as of December 31, 2021 |
|
Additions |
|
Depreciation |
|
Transfers |
|
Write-offs and disposals |
|
Balance as of March |
|
|
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
610,294 |
|
- |
|
‐ |
|
- |
|
(2,813) |
|
607,481 |
|
|
|
Buildings |
32 |
1,486,721 |
|
602 |
|
‐ |
|
13,919 |
|
(6,703) |
|
1,494,539 |
|
|
|
Leasehold improvements |
12 |
1,056,179 |
|
8,701 |
|
‐ |
|
20,980 |
|
(994) |
|
1,084,866 |
|
|
|
Machinery and equipment |
12 |
3,024,577 |
|
22,852 |
|
‐ |
|
27,472 |
|
(421) |
|
3,074,480 |
|
|
|
Automotive fuel/lubricant distribution equipment and facilities |
13 |
3,245,586 |
|
17,319 |
|
‐ |
|
1,658 |
|
(24,695) |
|
3,239,868 |
|
|
|
LPG tanks and bottles |
9 |
840,931 |
|
27,184 |
|
‐ |
|
- |
|
(4,338) |
|
863,777 |
|
|
|
Vehicles |
8 |
288,239 |
|
2,109 |
|
‐ |
|
2,019 |
|
(134) |
|
292,233 |
|
|
|
Furniture and fixtures |
7 |
168,092 |
|
10,475 |
|
‐ |
|
125 |
|
(1,968) |
|
176,724 |
|
|
|
IT equipment |
5 |
330,375 |
|
3,270 |
|
‐ |
|
331 |
|
(1,202) |
|
332,774 |
|
|
|
Construction in progress |
|
452,248 |
|
86,551 |
|
‐ |
|
(65,940) |
|
(32) |
|
472,827 |
|
|
|
Advances to suppliers |
|
14,281 |
|
1,142 |
|
‐ |
|
(564) |
|
- |
|
14,859 |
|
|
|
Imports in progress |
|
181 |
|
- |
|
‐ |
|
- |
|
- |
|
181 |
|
|
|
|
|
11,517,704 |
|
180,205 |
|
‐ |
|
‐ |
|
(43,300) |
|
11,654,609 |
|
|
|
Balance as of December 31, 2021 |
|
Additions |
|
Depreciation |
|
Transfers |
|
Write-offs and disposals |
|
Balance as of March |
|
||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Buildings |
(585,846) |
|
‐ |
|
(10,332) |
|
‐ |
|
4,121 |
|
(592,057) |
|
||
|
Leasehold improvements |
(573,553) |
|
‐ |
|
(15,126) |
|
‐ |
|
883 |
|
(587,796) |
|
||
|
Machinery and equipment |
(1,758,401) |
|
‐ |
|
(43,093) |
|
‐ |
|
359 |
|
(1,801,135) |
|
||
|
Automotive fuel/lubricant distribution equipment and facilities |
(2,050,533) |
|
‐ |
|
(42,531) |
|
‐ |
|
23,511 |
|
(2,069,553) |
|
||
|
LPG tanks and containers |
(498,310) |
|
‐ |
|
(16,677) |
|
‐ |
|
3,128 |
|
(511,859) |
|
||
|
Vehicles |
(133,149) |
|
‐ |
|
(5,683) |
|
‐ |
|
99 |
|
(138,733) |
|
||
|
Furniture and fixtures |
(112,288) |
|
‐ |
|
(3,090) |
|
‐ |
|
1,920 |
|
(113,458) |
|
||
|
IT equipment |
(269,534) |
|
‐ |
|
(5,900) |
|
‐ |
|
1,195 |
|
(274,239) |
|
||
|
|
(5,981,614) |
|
‐ |
|
(142,432) |
|
‐ |
|
35,216 |
|
(6,088,830) |
|
||
|
Provision for impairment losses: |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Land |
(146) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(146) |
|
||
|
Leasehold improvements |
(18) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(18) |
|
||
|
Machinery and equipment |
(1,289) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(1,289) |
|
||
|
Automotive fuel/lubricant distribuiton equipment and facilities |
(46) |
|
‐ |
|
‐ |
|
‐ |
|
6 |
|
(40) |
|
||
|
|
(1,499) |
|
‐ |
|
‐ |
|
‐ |
|
6 |
|
(1,493) |
|
||
|
Net amount |
5,534,591 |
|
180,205 |
|
(142,432) |
|
‐ |
|
(8,078) |
|
5,564,286 |
|
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of terminals, service stations and distribution bases.
Advances to suppliers are related, basically, to manufacturing of assets for expansion of terminals and bases and acquisition of real estate.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
16 Intangible assets (consolidated)
Balance and changes in intangible assets are as follows:
|
|
Weighted average useful life (years) |
Balance as of December 31, 2021 |
|
Additions |
|
Amortization |
|
Write-offs and disposals |
|
Exchange rate variation |
|
Balance as of March 31, 2022 |
|
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (a) |
|
818,096 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
818,096 |
|
|
Software |
5 |
1,146,980 |
|
34,521 |
|
‐ |
|
(898) |
|
‐ |
|
1,180,603 |
|
|
Distribution rights |
16 |
114,593 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
114,593 |
|
|
Brands |
|
69,198 |
|
‐ |
|
‐ |
|
‐ |
|
(10,451) |
|
58,747 |
|
|
Trademark rights |
39 |
114,792 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
114,792 |
|
|
Others |
10 |
421 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
421 |
|
|
Decarbonization credits (CBIO) |
|
‐ |
|
201,853 |
|
‐ |
|
‐ |
|
‐ |
|
201,853 |
|
|
|
|
2,264,080 |
|
236,374 |
|
‐ |
|
(898) |
|
(10,451) |
|
2,489,105 |
|
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
(679,402) |
|
‐ |
|
(35,283) |
|
766 |
|
‐ |
|
(713,919) |
|
|
Goodwill |
|
(101,027) |
|
‐ |
|
(257) |
|
‐ |
|
‐ |
|
(101,284) |
|
|
Trademark rights |
|
(11,993) |
|
‐ |
|
(734) |
|
‐ |
|
‐ |
|
(12,727) |
|
|
Others |
|
(402) |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
(402) |
|
|
|
|
(792,824) |
|
‐ |
|
(36,274) |
|
766 |
|
‐ |
|
(828,332) |
|
|
Net amount |
|
1,471,256 |
|
236,374 |
|
(36,274) |
|
(132) |
|
(10,451) |
|
1,660,773 |
a. Goodwill
The balance of the goodwill is tested annually for impairment and is represented by the following acquisitions:
|
|
Segment |
03/31/2022 |
|
12/31/2021 |
|
|
Goodwill on the acquisition of: |
|
|
|
|
|
|
Extrafarma |
Extrafarma |
661,553 |
|
661,553 |
|
|
Extrafarma - impairment (i) |
Extrafarma |
(661,553) |
|
(661,553) |
|
|
Extrafarma - net |
Extrafarma |
‐ |
|
‐ |
|
|
Ipiranga (ii) |
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 |
|
|
TEAS |
Ultracargo |
797 |
|
797 |
|
|
|
|
818,096 |
|
818,096 |
(i) For further information, see Note 4.a
(ii) Including R$ 246,163 presented as goodwill at the Parent.
The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the three-month period ended March 31, 2022, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
17 Loans, financing, debentures and derivative financial instruments
a. Composition
|
Description |
03/31/2022 |
|
12/31/2021 |
|
Index/Currency |
Weighted average financial charges 03/31/2022 |
Maturity |
|
Brazilian Reais: |
|
|
|
|
|
|
|
|
Debentures - 6th issuance |
1,738,129 |
|
1,764,199 |
|
DI |
105.3% |
2023 |
|
Total |
1,738,129 |
|
1,764,199 |
|
|
|
|
|
Current |
1,738,129 |
|
39,333 |
|
|
|
|
|
Non-current |
‐ |
|
1,724,866 |
|
|
|
|
|
|
03/31/2022 |
|
12/31/2021 |
|
Index/Currency |
Weighted average financial charges 03/31/2022 |
Maturity |
|
Foreign currency: |
|
|
|
|
|
|
|
|
Notes in the foreign market (*) |
6,722,451 |
|
7,821,441 |
|
USD |
5.3% p.a. |
2026 to 2029 |
|
Foreign loan (*) |
609,927 |
|
735,438 |
|
USD |
4.0% p.a. |
2023 |
|
Foreign loan (*) |
237,850 |
|
275,936 |
|
US$ + LIBOR (1) |
1.0% p.a. |
2022 |
|
Total in foreign currency |
7,570,228 |
|
8,832,815 |
|
|
|
|
|
Brazilian Reais: |
|
|
|
|
|
|
|
|
Debentures – CRA |
2,113,997 |
|
2,063,788 |
|
DI |
95.8% |
2022 to 2023 |
|
Debentures - 6th issuance |
1,738,129 |
|
1,764,199 |
|
DI |
105.3% |
2023 |
|
Debentures – CRA (*) |
1,978,953 |
|
1,940,237 |
|
R$ + IPCA |
4.7% p.a. |
2024 to 2028 |
|
Debentures – Ipiranga |
791,270 |
|
771,538 |
|
DI |
105.0% |
2022 |
|
Debentures - Ultracargo Logística e Tequimar Vila do Conde (*) |
467,345 |
|
466,061 |
|
R$ + IPCA |
4.1% p.a. |
2028 |
|
Banco do Brasil floating rate |
205,218 |
|
204,813 |
|
DI |
110.9% |
2022 |
|
Debentures – Ultracargo Logística (*) |
81,999 |
|
80,946 |
|
R$ |
6.5% p.a. |
2024 |
|
Bank Credit Bill |
50,000 |
|
51,179 |
|
R$ + DI |
2.0% p.a. |
2022 |
|
Financial institutions |
‐ |
|
4,564 |
|
R$ |
‐ |
2022 |
|
FINEP |
237 |
|
326 |
|
R$ + TLP (2) |
3.3% p.a. |
2022 to 2023 |
|
Total in Brazilian Reais |
7,427,148 |
|
7,347,651 |
|
|
|
|
|
Total in foreign currency and Brazilian Reais |
14,997,376 |
|
16,180,466 |
|
|
|
|
|
Derivative financial instruments (**) |
681,875 |
|
197,177 |
|
|
|
|
|
Total |
15,679,251 |
|
16,377,643 |
|
|
|
|
|
Current |
4,998,305 |
|
2,866,051 |
|
|
|
|
|
Non-current |
10,680,946 |
|
13,511,592 |
|
|
|
|
(*) These transactions were designated for hedge accounting (see Note 34.h).
(**) Accumulated losses (see Note 34.i).
| 1) | LIBOR = London Interbank Offered Rate. |
| 2) | TLP (Long-term Interest Rate) = set by the National Monetary Council, TLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On March 31, 2022, TLP was fixed at 6.08% p.a. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The changes in loans, financing, debentures and hedging instruments are shown below:
|
|
Parent |
|
Consolidated |
|
Balance as of December 31, 2021 |
1,764,199 |
|
16,377,643 |
|
Interest accrued |
44,688 |
|
258,985 |
|
Principal payment |
‐ |
|
(4,653) |
|
Interest payment |
(70,758) |
|
(127,497) |
|
Monetary and exchange rate variation |
‐ |
|
(1,285,244) |
|
Change in fair value |
‐ |
|
(24,681) |
|
Hedge result |
‐ |
|
484,698 |
|
Balance as of March 31, 2022 |
1,738,129 |
|
15,679,251 |
(i) For further information, see Note 4.c.1
The long-term consolidated debt had the following principal maturity schedule:
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
From 1 to 2 years |
‐ |
|
1,724,866 |
|
1,251,417 |
|
3,092,734 |
|
From 2 to 3 years |
‐ |
|
‐ |
|
799,459 |
|
774,904 |
|
From 3 to 4 years |
‐ |
|
‐ |
|
278,928 |
|
270,401 |
|
From 4 to 5 years |
‐ |
|
‐ |
|
2,594,160 |
|
3,056,499 |
|
More than 5 years |
‐ |
|
‐ |
|
5,756,982 |
|
6,317,054 |
|
|
‐ |
|
1,724,866 |
|
10,680,946 |
|
13,511,592 |
The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 17.
The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 34.h).
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 December 31, 2021 |
|
Amortization |
|
Balance as of March 31, |
|
Debentures |
0.2 |
|
54,490 |
|
(4,394) |
|
50,096 |
|
Notes in the foreign market |
0.1 |
|
28,018 |
|
(1,017) |
|
27,001 |
|
Banco do Brasil |
0.1 |
|
76 |
|
(45) |
|
31 |
|
Total |
|
|
82,584 |
|
(5,456) |
|
77,128 |
(i) See Note 3.c.1.
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 |
13,541 |
|
10,221 |
|
6,520 |
|
6,026 |
|
5,892 |
|
7,896 |
|
50,096 |
|
Notes in the foreign market |
4,126 |
|
4,141 |
|
4,133 |
|
4,136 |
|
3,645 |
|
6,820 |
|
27,001 |
|
Banco do Brasil |
31 |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
31 |
|
Total |
17,698 |
|
14,362 |
|
10,653 |
|
10,162 |
|
9,537 |
|
14,716 |
|
77,128 |
c. Guarantees
The financing does not have collateral as of March 31, 2022 and December 31, 2021 and has guarantees and promissory notes in the amount of R$ 13,000,452 as of March 31, 2022 (R$ 14,151,506 as of December 31, 2021).
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 119,258 as of March 31, 2022 (R$ 118,231 as of December 31, 2021).
The subsidiary IPP issued collateral to financial institutions in connection with the amounts payable by some of their customers to such institutions (vendor financing) as follows:
|
|
IPP |
||
|
|
03/31/2022 |
|
12/31/2021 |
|
Maximum amount of future payments related to such collateral: |
790,110 |
|
690,347 |
|
Maturity up to |
49 months |
|
49 months |
|
Fair value of collateral |
10,680 |
|
9,923 |
If the subsidiary IPP is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until March 31, 2022, the subsidiary IPP did not have losses in connection with these collateral arrangements. The fair value of collateral is recognized in current liabilities as “Other payables”, which is recognized in the statement of profit or loss as customers settle their obligations with the financial institutions.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
18 Trade payables (Consolidated)
a. Trade payables
|
|
03/31/2022 |
|
12/31/2021 |
|
Domestic suppliers |
2,612,748 |
|
3,010,912 |
|
Foreign suppliers |
31,427 |
|
445,805 |
|
Trade payables - related parties (see Note 9.a.2) |
232,447 |
|
214,178 |
|
|
2,876,622 |
|
3,670,895 |
Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries. These suppliers control almost all the markets for these products in Brazil.
b. Trade payables - reverse factoring
|
|
03/31/2022 |
|
12/31/2021 |
|
Domestic suppliers - reverse factoring |
2,259,291 |
|
1,948,033 |
|
Trade payables - reverse factoring - related parties (see Note 9.a.2) |
16,625 |
|
89,339 |
|
Foreign suppliers - reverse factoring |
171,653 |
|
81,687 |
|
|
2,447,569 |
|
2,119,059 |
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. 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 statements of cash flow.
19 Salaries and related charges (Consolidated)
|
|
03/31/2022 |
|
12/31/2021 |
|
Provisions on salaries |
140,979 |
|
136,938 |
|
Profit sharing, bonus and premium |
57,595 |
|
132,390 |
|
Social charges |
66,935 |
|
52,739 |
|
Others |
2,070 |
|
8,036 |
|
|
267,579 |
|
330,103 |
20 Taxes payable (Consolidated)
|
|
|
03/31/2022 |
|
12/31/2021 |
|
ICMS |
|
173,812 |
|
146,598 |
|
IPI |
|
4,796 |
|
4,163 |
|
PIS and COFINS |
|
8,746 |
|
13,667 |
|
ISS |
|
45,956 |
|
45,533 |
|
Others |
|
18,520 |
|
19,215 |
|
|
|
251,830 |
|
229,176 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
21 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$ 21,352 (R$ 19,831 as of December 31, 2021) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 93 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.
In the three-month period ended March 31, 2022, the subsidiaries contributed R$ 3,864 to Ultraprev (R$ 3,184 in the three-month period ended December 31, 2021).
The total number of participating employees as of March 31, 2022 was 4,169 active participants and 416 retired participants. In addition, Ultraprev had 23 former employees 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 were determined based on a valuation conducted by an independent actuary and reviewed by management as of March 31, 2022.
|
|
03/31/2022 |
|
12/31/2021 |
|
Health and dental care plan (1) |
162,657 |
|
159,867 |
|
Indemnification of FGTS |
37,198 |
|
38,617 |
|
Seniority bonus |
3,285 |
|
5,570 |
|
Life insurance (1) |
11,904 |
|
11,665 |
|
Total |
215,044 |
|
215,719 |
|
Current |
21,126 |
|
21,082 |
|
Non-current |
193,918 |
|
194,637 |
(1) Only IPP, Tropical and Iconic.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
22 Provision for asset retirement obligation (Consolidated)
This provision corresponds to the legal obligation to remove the subsidiary IPP’s underground fuel tanks located at Ipiranga-branded service stations after a certain period of use.
Changes in the provision for asset retirement obligation are as follows:
|
Balance as of December 31, 2021 |
56,711 |
|
Additions (new tanks) |
80 |
|
Expenditure with tanks removed |
(253) |
|
Accretion expense |
1,300 |
|
Balance as of March 31, 2022 |
57,838 |
|
Current |
5,684 |
|
Non-current |
52,154 |
23 Provisions and contingent liabilities (Consolidated)
a. Provision for tax, civil and labor risks
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management based on the opinion of the Company’s legal department and its external legal advisors.
The table below shows the breakdown of provisions by nature and its movement:
|
Provisions |
Balance as of December 31, 2021 |
|
Additions |
|
Reversals |
|
Payments |
|
Interest |
|
Balance as of |
|
IRPJ and CSLL (a.1) |
552,172 |
|
889 |
|
‐ |
|
‐ |
|
8,051 |
|
561,112 |
|
ICMS (c) |
84,155 |
|
74 |
|
(19,668) |
|
(24,010) |
|
891 |
|
41,442 |
|
Civil, environmental and regulatory claims (a.2) |
108,761 |
|
506 |
|
(1,231) |
|
(817) |
|
3 |
|
107,222 |
|
Labor litigation (a.3) |
95,460 |
|
986 |
|
(11,690) |
|
(7,926) |
|
173 |
|
77,003 |
|
Others |
91,637 |
|
‐ |
|
(28) |
|
‐ |
|
213 |
|
91,822 |
|
Total |
932,185 |
|
2,455 |
|
(32,617) |
|
(32,753) |
|
9,331 |
|
878,601 |
|
Current |
119,942 |
|
|
|
|
|
|
|
|
|
34,801 |
|
Non-current |
812,243 |
|
|
|
|
|
|
|
|
|
843,800 |
Some of the provisions above involve in whole or in part, escrow deposits.
Balances of escrow deposits are as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Tax |
746,660 |
|
731,326 |
|
Labor |
18,244 |
|
48,147 |
|
Civil and others |
80,697 |
|
91,788 |
|
|
845,601 |
|
871,261 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 liabilities which amounted to R$ 541,335 as of March 31, 2022 (R$ 534,830 as of December 31, 2021). 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 trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.
a.2 Provision for civil, environmental and regulatory claims
The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 107,222 as of March 31, 2022 (R$ 108,761 as of December 31, 2021).
a.3 Provision for labor matters
The Company and its subsidiaries maintain provisions of R$ 77,003 as of March 31, 2022 (R$ 95,460 as of December 31, 2021) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose loss is assessed as by the Company and its subsidiaries’ legal departments, based on the opinion of its external legal advisors and, based on these assessments, these claims were not recognized in the financial statements. The estimated amount of this contingency is R$ 3,433,522 as of March 31, 2022 (R$ 3,310,603 as of December 31, 2021).
b.1 Contingent liabilities for tax matters and social security
The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 2,372,792 as of March 31, 2022 (R$ 2,292,465 as of December 31, 2021), 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 sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 184,658 as of March 31, 2022 (R$ 178,422 as of December 31, 2021).
b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,374,294 as of March 31, 2022 (R$ 1,303,383 as of December 31, 2021). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 211,683 as of March 31, 2022 (R$ 209,611 as of December 31, 2021), of which R$ 586 (R$ 15,532 as of December 31, 2021) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 187,426 as of March 31, 2022 (R$ 106,590 as of December 31, 2021); of conditioned fruition of tax incentive in the amount of R$ 184,517 as of March 31, 2022 (R$ 174,039 as of December 31, 2021); of inventory differences in the amount of R$ 328,224 as of March 31, 2022 (R$ 295,163 as of December 31, 2021); and of fiscal equilibrium fund required by States to fruition tax benefits in the amount of R$ 184,517 in March 2022 (R$ 174,039 as of December 31, 2021) and a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 226,611 (R$ 219,218 as of December 31, 2021).
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 amount is R$ 578,485 as of March 31, 2022 (R$ 578,097 as of December 31, 2021), 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$ 220,726 as of March 31, 2022 (R$ 218,589 as of December 31, 2021), which includes the amount of the income taxes, interest and penalty.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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$ 805,640 as of March 31, 2022 (R$ 771,695 as of December 31, 2021), 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 entered a decision against Cia. Ultragaz and imposed a penalty of R$ 34,460 as of March 31, 2022 (R$ 34,162 as of December 31, 2021). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.
b.2.2 Ultragaz has lawsuits totaling the amount of R$ 240,008 (R$ 233,426 as of December 31, 2021) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.
b.3 Contingent liabilities for labor matters
The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 255,090 as of March 31, 2022 (R$ 246,443 as of December 31, 2021).
c. Lubricants operation between IPP and Chevron
In the process of transaction of the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the financial statements 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 in the amount of R$ 18,956 (R$ 19,724 as of December 31, 2021) are reflected in the consolidation of these financial statements. 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$ 101,267 as of March 31, 2022 (R$ 101,267 as of December 31, 2021). 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 value of the provision of the Chevron indemnification in the amount of R$ 18,956 refers to: (i) R$ 16,386 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,275 labor claims; and (iii) R$ 295 civil, regulatory and environmental claims.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
24 Deferred revenue (Consolidated)
The subsidiaries of the Company have recognized the following deferred revenue:
|
|
03/31/2022 |
|
12/31/2021 |
|
Am/pm and Jet Oil franchising upfront fee |
23 |
|
420 |
|
Loyalty program “Km de Vantagens” (a) |
3,724 |
|
5,205 |
|
Total current |
3,747 |
|
5,625 |
a. Loyalty programs
The loyalty program called KM de Vantagens (www.kmdevantagens.com.br) under which registered customers are rewarded with points when they buy products in several partners, including the Ipiranga’s service station, was transferred to Abastece Aí (www.abasteceai.com. br). The subsidiary IPP remains a partner in the program, offering cashback to its customers based on the limits negotiated under the terms of the partnership, where, after the customer meet the requirements for the right to the benefit, Abastece aí immediately credits the amount to the customer's virtual wallet and charges IPP, which reimburses Abastece aí and recognizes the same amount as reduction in sales. At the end of each year, the subsidiary IPP assesses the points available to its customers with the potential to become cashback in future years and recognizes such probability as deferred income.
Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of these points.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
25 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 – indemnification 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 24, 2021, August 11, 2021 and February 23, 2022, the Company’s Board of Directors approved the issuance of 70,939, 31,032 and 45,925, respectively, common shares within the authorized capital limit provided by the article 6 of the 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, 578,538 shares linked to the subscription warrants – indemnification were canceled and not issued. On March 31, 2022, 3,474,269 shares were retained linked to subscription warrants – indemnification which will be issued or canceled as the final decisions on the lawsuits are determined, the maximum number of shares that can be issued in the future, total R$ 49,161 (R$ 51,296 as of December 31, 2021).
26 Equity
a. Share capital
On March 31, 2022, the subscribed and paid-up capital stock consists of 1,115,151,608 (1,115,107,683 as of December 31, 2021) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
The price of the outstanding shares on B3 as of March 31, 2022 was R$ 14.15 (R$ 14.54 as of December 31, 2021).
As of March 31, 2022 there were 50,438,275 common shares outstanding abroad in the form of ADRs (50,374,275 shares as of December 31, 2021).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 9.c).
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 Instructions 10, issued on February 14, 1980 and 268, issued on November 13, 1997.
As of March 31, 2022, the amount was of the R$ 488,425 and 24,256,989 common shares (23,756,393 as of December 31, 2021) were held in the Company's treasury, acquired at an average cost of R$ 20.14
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
27 Net revenue from sales and services (Consolidated)
|
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
Re-presented (i) |
|
Gross revenue from sales: |
|
|
|
|
Merchandise |
32,510,382 |
|
22,926,497 |
|
Services rendered and others |
284,431 |
|
235,835 |
|
Sales returns and discounts |
(340,866) |
|
(323,055) |
|
Amortization of contractual assets (see Note 12) |
(88,751) |
|
(48,214) |
|
Deferred revenue |
1,879 |
|
1,977 |
|
|
32,367,075 |
|
22,793,040 |
|
Sales taxes |
(863,784) |
|
(763,284) |
|
Net revenue |
31,503,291 |
|
22,029,756 |
| (i) | The amounts were re-presented to deconsolidate the balances of the discontinued operations of Extrafarma and Oxiteno. For further information, see Note 4.c.3 |
28 Costs and expenses by nature
The Company presents its costs and expenses by function in the consolidated statement of profit or loss and presents below its expenses by nature:
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
|
|
|
|
Re-presented |
|
Raw materials and materials for use and consumption |
‐ |
|
‐ |
|
(29,800,522) |
|
(20,569,518) |
|
Personnel expenses |
(46,999) |
|
(39,117) |
|
(402,401) |
|
(379,701) |
|
Freight and storage |
‐ |
|
‐ |
|
(288,703) |
|
(185,994) |
|
Depreciation and amortization |
(5,896) |
|
(1,453) |
|
(176,979) |
|
(157,117) |
|
Amortization of right-of-use assets |
(1,696) |
|
(1,503) |
|
(69,428) |
|
(64,359) |
|
Advertising and marketing |
‐ |
|
‐ |
|
(20,238) |
|
(24,716) |
|
Services provided by third parties |
(21,960) |
|
(23,382) |
|
(108,537) |
|
(76,307) |
|
Other expenses |
(7,253) |
|
(7,508) |
|
6,723 |
|
(61,329) |
|
Apportionment of SSC/Holding expenses |
77,362 |
|
72,963 |
|
‐ |
|
‐ |
|
Total |
(6,442) |
|
‐ |
|
(30,860,085) |
|
(21,519,041) |
|
Classified as: |
|
|
|
|
|
|
|
|
Cost of products and services sold |
‐ |
|
‐ |
|
(30,033,612) |
|
(20,789,205) |
|
Selling and marketing |
‐ |
|
‐ |
|
(488,271) |
|
(412,280) |
|
General and administrative |
(6,442) |
|
‐ |
|
(338,202) |
|
(317,556) |
|
|
|
|
|
|
|
|
|
|
Total |
(6,442) |
|
‐ |
|
(30,860,085) |
|
(21,519,041) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
29 Gain (loss) on disposal of PP&E and intangibles (Consolidated)
The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E, and intangible asset. For the quarter ended March 31, 2022, the gain was R$ 25,074 (gain of R$ 8,447 as of March 31, 2021).
30 Other operating income (expenses), net (Consolidated)
|
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
Re-presented |
|
Other operating income: |
|
|
|
|
Commercial partnerships (1) |
6,728 |
|
4,866 |
|
Merchandising (2) |
10,657 |
|
8,844 |
|
Property rental (3) |
6,634 |
|
6,262 |
|
Revenue from miscellaneous services (administrative, commercial and IT services) |
37,058 |
|
23,265 |
|
Contractual fine and gas voucher |
3,153 |
|
9,341 |
|
Others |
313 |
|
‐ |
|
|
64,543 |
|
52,578 |
|
Other operating expenses: |
|
|
|
|
Property rental (3) |
(25,998) |
|
(22,061) |
|
Taxes on other operating income (4) |
(9,438) |
|
(6,130) |
|
Fines for tax infractions |
(1,331) |
|
‐ |
|
Decarbonization obligation (5) |
(126,306) |
|
(32,640) |
|
Others |
(3,790) |
|
(4,196) |
|
|
(166,863) |
|
(65,027) |
|
Other operating income (expenses), net |
(102,320) |
|
(12,449) |
(1) Refers to contracts with service providers and suppliers, which establish trade agreements for convenience stores and gas stations.
(2) Refers to contracts with suppliers of convenience stores, which establish, among other agreements, promotional campaigns.
(3) Refers to Ipiranga's income and expenses with property rentals and sublease, especially for establishment of own gas stations, linked to contractual requirements for the preservation of the brand.
(4) Refers substantially to ICMS, ISS, PIS and COFINS.
(5) Refers to the obligation adopted by RenovaBio to set decarbonization targets for its sector.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
31 Financial result, net
|
|
Parent |
|
Consolidated |
||||
|
|
03/31/2022 |
|
03/31/2021 |
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
|
|
|
|
Re-presented (i) |
|
Finance income: |
|
|
|
|
|
|
|
|
Interest on financial investments |
15,162 |
|
8,992 |
|
41,568 |
|
19,542 |
|
Interest from customers |
‐ |
|
‐ |
|
35,172 |
|
27,632 |
|
Changes in subscription warrants (see Note 25) |
1,492 |
|
9,364 |
|
1,492 |
|
9,364 |
|
Selic interest on PIS/COFINS credits |
1,368 |
|
‐ |
|
1,368 |
|
‐ |
|
Changes in provisions and other income |
40 |
|
43 |
|
1,744 |
|
3,235 |
|
|
18,062 |
|
18,399 |
|
81,344 |
|
59,773 |
|
Finance expenses: |
|
|
|
|
|
|
|
|
Interest on loans |
‐ |
|
(14,008) |
|
(99,971) |
|
(136,821) |
|
Interest on debentures |
(45,245) |
|
(9,144) |
|
(193,012) |
|
(24,863) |
|
Interest on leases payable |
(817) |
|
(825) |
|
(29,129) |
|
(27,997) |
|
Bank charges, financial transactions tax, and other charges |
(1,029) |
|
(465) |
|
(36,082) |
|
(12,533) |
|
Exchange variation, net of gains and losses with hedging instruments |
‐ |
|
‐ |
|
(181,160) |
|
(37,270) |
|
Changes in provisions, net, and other expenses |
‐ |
|
‐ |
|
33,157 |
|
(10,285) |
|
|
(47,091) |
|
(24,442) |
|
(506,197) |
|
(249,769) |
|
Total |
(29,029) |
|
(6,043) |
|
(424,853) |
|
(189,996) |
(i) For further details, see Note 4.c.3
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
32 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 – indemnification, as mentioned in Notes 9.c and 25, respectively.
|
|
03/31/2022 |
|
03/31/2021- Re-presented (ii) |
||||||||
|
|
Continuing operations |
|
Discontinued operations(i) |
|
Total |
|
Continuing operations |
|
Discontinued operations(i) |
|
Total |
|
Basic earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period of the Company |
107,905 |
|
344,347 |
|
452,252 |
|
184,941 |
|
(52,778) |
|
132,163 |
|
Weighted average number of shares outstanding (in thousands) |
1,090,945 |
|
1,090,945 |
|
1,090,945 |
|
1,088,112 |
|
1,088,112 |
|
1,088,112 |
|
Basic earnings per share - R$ |
0.0989 |
|
0.3156 |
|
0.4146 |
|
0.1700 |
|
(0.0485) |
|
0.1215 |
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period of the Company |
107,905 |
|
344,347 |
|
452,252 |
|
184,941 |
|
(52,778) |
|
132,163 |
|
Weighted average number of outstanding shares (in thousands), including dilution effects |
1,096,945 |
|
1,096,945 |
|
1,096,945 |
|
1,093,904 |
|
1,093,904 |
|
1,093,904 |
|
Diluted earnings per share - R$ |
0.0984 |
|
0.3139 |
|
0.4123 |
|
0.1691 |
|
(0.0482) |
|
0.1208 |
|
Weighted average number of shares (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of number of shares for basic earnings per share |
|
|
|
|
1,090,945 |
|
|
|
|
|
1,088,112 |
|
Dilution effect |
|
|
|
|
|
|
|
|
|
|
|
|
Subscription warrants |
|
|
|
|
3,474 |
|
|
|
|
|
3,567 |
|
Stock plan |
|
|
|
|
2,526 |
|
|
|
|
|
2,225 |
|
Weighted average of number of shares for diluted earnings per share |
|
|
|
|
1,096,945 |
|
|
|
|
|
1,093,904 |
(i) For further information, see Note 4.c.2
(i) For further information, see Note 4.c.3
Earnings per share were adjusted retrospectively by the issuance of 2,341,416 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 25.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
33 Segment information
The Company has three relevant business segments: gas distribution, fuel distribution and storage. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The segments shown in the financial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.
a. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is stated as follows. For information about the discontinued operations, see Note 4.c.2:
|
03/31/2022 |
|||||||
|
Income |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
Net revenue from sales and services |
28,669,956 |
2,639,259 |
197,426 |
46,699 |
31,553,340 |
(50,049) |
31,503,291 |
|
Transactions with third parties |
28,669,942 |
2,638,564 |
148,072 |
46,713 |
31,503,291 |
‐ |
31,503,291 |
|
Intersegment transactions |
14 |
695 |
49,354 |
(14) |
50,049 |
(50,049) |
‐ |
|
Cost of products and services sold |
(27,629,839) |
(2,323,001) |
(83,718) |
(47,103) |
(30,083,661) |
50,049 |
(30,033,612) |
|
Gross profit |
1,040,117 |
316,258 |
113,708 |
(404) |
1,469,679 |
‐ |
1,469,679 |
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
Selling and marketing |
(367,427) |
(116,794) |
(2,259) |
(1,791) |
(488,271) |
‐ |
(488,271) |
|
Loss allowance (reversion) for expected credit losses |
(6,589) |
(6,317) |
(1,611) |
‐ |
(14,517) |
‐ |
(14,517) |
|
General and administrative |
(178,931) |
(54,716) |
(26,592) |
(77,963) |
(338,202) |
‐ |
(338,202) |
|
Gain (loss) on disposal of property, plant and equipment and intangibles |
25,907 |
(732) |
(96) |
(5) |
25,074 |
‐ |
25,074 |
|
Other operating income, net |
(110,330) |
4,309 |
(1,252) |
4,953 |
(102,320) |
‐ |
(102,320) |
|
Operating income (loss) |
402,747 |
142,008 |
81,898 |
(75,210) |
551,443 |
‐ |
551,443 |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
1,191 |
(2) |
(518) |
12,829 |
13,500 |
‐ |
13,500 |
|
Operating income before finance income (expenses), and income and social contribution taxes |
403,938 |
142,006 |
81,380 |
(62,381) |
564,943 |
‐ |
564,943 |
|
Depreciation of PP&E and amortization of intangible assets |
82,416 |
57,341 |
23,102 |
12,873 |
175,732 |
- |
175,732 |
|
Amortization of contractual assets with customers - exclusive rights |
88,389 |
362 |
‐ |
‐ |
88,751 |
‐ |
88,751 |
|
Amortization of right-of-use assets |
44,788 |
13,412 |
9,445 |
1,783 |
69,428 |
‐ |
69,428 |
|
Total of depreciation and amortization |
215,593 |
71,115 |
32,547 |
14,656 |
333,911 |
- |
333,911 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
03/31/2021- Re-presented |
||||||||
|
Income |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
|
Net revenue from sales and services |
19,844,959 |
2,037,795 |
172,038 |
24,393 |
22,079,185 |
(49,429) |
22,029,756 |
|
|
Transactions with third parties |
19,844,927 |
2,036,802 |
127,064 |
20,963 |
22,029,756 |
‐ |
22,029,756 |
|
|
Intersegment transactions |
32 |
993 |
44,974 |
3,430 |
49,429 |
(49,429) |
‐ |
|
|
Cost of products and services sold |
(18,947,757) |
(1,811,907) |
(68,764) |
- |
(20,828,428) |
39,223 |
(20,789,205) |
|
|
Gross profit |
897,202 |
225,888 |
103,274 |
24,393 |
1,250,757 |
(10,206) |
1,240,551 |
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
Selling and marketing |
(304,975) |
(92,942) |
(2,061) |
(12,302) |
(412,280) |
‐ |
(412,280) |
|
|
Loss allowance (reversion) for expected credit losses |
(473) |
(3,256) |
15 |
‐ |
(3,714) |
‐ |
(3,714) |
|
|
General and administrative |
(181,704) |
(50,472) |
(31,688) |
(63,898) |
(327,762) |
10,206 |
(317,556) |
|
|
Gain (loss) on disposal of property, plant and equipment and intangibles |
5,769 |
2,626 |
50 |
2 |
8,447 |
‐ |
8,447 |
|
|
Other operating income, net |
(19,780) |
5,591 |
(843) |
2,583 |
(12,449) |
‐ |
(12,449) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
396,039 |
87,435 |
68,747 |
(49,222) |
502,999 |
‐ |
502,999 |
|
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
(6,504) |
(10) |
476 |
(6,099) |
(12,137) |
‐ |
(12,137) |
|
|
Operating income before finance income (expenses) and income and social contribution taxes |
389,535 |
87,425 |
69,223 |
(55,321) |
490,862 |
‐ |
490,862 |
|
|
Depreciation of PP&E and amortization of intangible assets |
79,222 |
51,183 |
18,171 |
8,541 |
157,117 |
‐ |
157,117 |
|
|
Amortization of contractual assets with customers - exclusive rights |
47,802 |
412 |
‐ |
‐ |
48,214 |
‐ |
48,214 |
|
|
Amortization of right-of-use assets |
46,408 |
11,212 |
5,139 |
1,600 |
64,359 |
‐ |
64,359 |
|
|
Total of depreciation and amortization |
173,432 |
62,807 |
23,310 |
10,141 |
269,690 |
‐ |
269,690 |
|
| (1) | Includes in the line “General and administrative” and “Revenue on disposal of PP&E and intangibles” the amount of R$ 33,479 in 2022 (R$ 31,432 in 2021) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board. |
| (2) | The “Others” column consists of financial income and expenses, income and social contribution taxes of the segments, the parent company Ultrapar and the subsidiaries Abastece aí, Millenium, Serma, Imaven Imóveis Ltda. (“Imaven”), Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and equity of joint ventures of ConectCar, until September 30, 2021, and RPR. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
03/31/2022 |
|||||||
|
Cash flows |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
Acquisition of property, plant and equipment |
85,873 |
76,109 |
13,141 |
849 |
175,972 |
‐ |
175,972 |
|
Capitalized interest and other items included in property, plant and equipment and provision for ARO |
4,233 |
‐ |
‐ |
‐ |
4,233 |
‐ |
4,233 |
|
Acquisition of intangible assets |
19,961 |
4,630 |
1,077 |
8,853 |
34,521 |
‐ |
34,521 |
|
Payments of contractual assets with customers - exclusive rights |
124,747 |
‐ |
‐ |
‐ |
124,747 |
‐ |
124,747 |
|
Decarbonization credits (note 16) |
201,853 |
‐ |
‐ |
‐ |
201,853 |
‐ |
201,853 |
|
03/31/2021- Re-presented |
|||||||
|
Cash flows |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|
Acquisition of property, plant and equipment |
43,346 |
75,969 |
90,128 |
477 |
209,920 |
‐ |
209,920 |
|
Capitalized interest and other items included in property, plant and equipment and provision for ARO |
1,233 |
‐ |
‐ |
‐ |
1,233 |
‐ |
1,233 |
|
Acquisition of intangible assets |
13,324 |
4,071 |
1,094 |
7,577 |
26,066 |
‐ |
26,066 |
|
Payments of contractual assets with customers - exclusive rights |
35,881 |
‐ |
‐ |
‐ |
35,881 |
‐ |
35,881 |
|
Decarbonization credits (note 16) |
20,825 |
‐ |
‐ |
‐ |
20,825 |
‐ |
20,825 |
|
03/31/2022 |
|||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (3) |
Subtotal Segments |
Discontinued operations |
Total |
|
Total assets (excluding intersegment transactions) |
21,272,503 |
3,309,378 |
2,694,813 |
1,282,559 |
28,559,253 |
9,101,138 |
37,660,391 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
|
12/31/2021 |
|||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (3) |
Subtotal Segments |
Discontinued operations |
Total |
|
Total assets (excluding intersegment transactions) |
21,050,793 |
3,233,736 |
2,675,453 |
1,049,458 |
28,009,440 |
11,000,917 |
39,010,357 |
| (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 to foreign customers, as disclosed below:
|
|
03/31/2022 |
|
03/31/2021 |
|
|
|
|
Re-presented (i) |
|
Net revenue from sales and services: |
|
|
|
|
Brazil |
31,469,606 |
|
21,998,536 |
|
Other Latin American countries |
17,291 |
|
13,906 |
|
United States of America and Canada |
11,369 |
|
7,673 |
|
Europe |
2,285 |
|
7,937 |
|
Others |
2,740 |
|
1,704 |
|
Total |
31,503,291 |
|
22,029,756 |
(i) For further information, see Note 4.c.3
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
34 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 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 Company’s Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit. The governance of the management of financial risks follows the segregation of duties below.
The execution of the Policy is made by corporate financial board, through its treasury department, with the assistance of the controllership, accounting, legal and tax 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, Treasury Director, Controller and other directors designated by the CFO and who meet quarterly. The monthly monitoring of Policy standards is responsibility of the CFO.
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 Policy. The Risk, Compliance and Audit board monitors standards compliance of the Policy and reports to the Audit and Risk Committee the risks exposure and compliance or noncompliance of the Policy.
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. 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 incomes 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:
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.1 Assets and liabilities in foreign currencies
|
|
03/31/2022 |
|
12/31/2021 |
|
Assets in foreign currency |
|
|
|
|
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) |
456,099 |
|
122,242 |
|
Foreign trade receivables, net of loss allowance for expected credit losses and advances to foreign customers |
3,805 |
|
1,324 |
|
Other assets |
101,886 |
|
186,548 |
|
Asset exposure from subsidiaries held for sale |
2,191,577 |
|
3,839,194 |
|
|
2,753,367 |
|
4,149,308 |
|
|
|
|
|
|
Liabilities in foreign currency |
|
|
|
|
Financing in foreign currency, gross of transaction costs and discount |
(7,613,784) |
|
(8,860,833) |
|
Payables arising from imports, net of advances to foreign suppliers |
(200,742) |
|
(649,107) |
|
Liabilities exposure of subsidiaries held for sale |
(524,790) |
|
(884,402) |
|
|
(8,339,316) |
|
(10,394,342) |
|
|
|
|
|
|
Foreign currency hedging instruments |
4,591,071 |
|
2,933,572 |
|
Foreign currency hedging instruments from subsidiaries held for sale |
‐ |
|
1,786,471 |
|
Net liability position - total |
(994,878) |
|
(1,524,991) |
|
|
|
|
|
|
Net (liability) asset position - income statement effect |
(360,369) |
|
(498,604) |
|
Net liability position - equity effect from subsidiaries held for sale |
(634,509) |
|
(1,026,387) |
b.2 Sensitivity analysis of assets and liabilities in foreign currency
For the base scenario, future market curves as of March 31, 2022 were used applied 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, impacted by the average U.S. dollar of R$ 4.9684 on March 31, 2022.
The table below shows the effects of exchange rate changes on the net liability position of R$ 994,878 in foreign currency as of March 31, 2022:
|
|
Risk |
Base Scenario |
|
Income statement effect |
Real devaluation |
(54,756) |
|
|
Net effect |
(54,756) |
|
|
|
|
|
Income statement effect |
Real appreciation |
54,756 |
|
|
Net effect |
54,756 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 5. Borrowings primarily relate to financing from Banco do Brasil, as well as debentures and borrowings in foreign currency, as shown in Note 17.
The Company attempts 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 |
03/31/2022 |
|
12/31/2021 |
|
DI |
|
|
|
|
|
Cash equivalents |
5.a |
1,642,037 |
|
1,943,164 |
|
Financial investments |
5.b |
801,923 |
|
1,607,608 |
|
Loans and debentures |
17 |
(4,898,614) |
|
(4,855,517) |
|
Liability position of foreign exchange hedging instruments - DI |
34.g |
(3,474,013) |
|
(2,283,625) |
|
Liability position of fixed interest instruments + IPCA - DI |
34.g |
(2,362,591) |
|
(2,364,583) |
|
Net liability position in DI |
|
(8,291,258) |
|
(5,952,953) |
|
TLP |
|
|
|
|
|
Loans – TLP |
17 |
(237) |
|
(326) |
|
Net liability position in TLP |
|
(237) |
|
(326) |
|
LIBOR |
|
|
|
|
|
Asset position of foreign exchange hedging instruments - LIBOR |
34.g |
236,920 |
|
279,047 |
|
Loans – LIBOR |
17 |
(237,850) |
|
(275,936) |
|
Net liability position in LIBOR |
|
(930) |
|
3,111 |
|
Total net liability position exposed to floating interest |
|
(8,292,425) |
|
(5,950,168) |
c.2 Sensitivity analysis of floating interest rate risk
For the sensitivity analysis of floating interest risks, on March 31, 2022, the Company used the market curves of the benchmark indexes (DI, TLP, LIBOR and SELIC) as a base scenario.
The tables below show the incremental expenses and income that would be recognized in finance income, if the market curves of floating interest at the base date were applied to the average balances of the current year, due to the effect of floating interest rate.
|
|
|
03/31/2022 |
|
Exposure to interest rate risk |
Risk |
Base Scenario |
|
Interest effect on cash equivalents and financial investments |
Increase in DI |
10,117 |
|
Interest effect on debt in DI |
Increase in DI |
(31,533) |
|
Effect on income of short positions in DI of debt hedging instruments |
Increase in DI |
(33,038) |
|
Incremental expenses |
|
(54,454) |
|
Interest effect on debt in TLP |
Increase in TLP |
(14) |
|
Incremental expenses |
|
(14) |
|
Interest effect on debt in LIBOR |
Increase in LIBOR |
799 |
|
Interest effect on debt in LIBOR |
Increase in LIBOR |
(799) |
|
Incremental expenses |
|
‐ |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
d. Credit risks
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 5), and trade receivables (see Note 6).
d.1 Credit risk from financial institutions
Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. 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, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments 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.
The credit risk of financial institution and government of cash, cash equivalents and financial investments is summarized below:
|
|
Fair value |
||
|
Counterparty credit rating |
03/31/2022 |
|
12/31/2021 |
|
AAA |
3,041,199 |
|
3,606,000 |
|
AA |
663,952 |
|
740,879 |
|
A |
41,228 |
|
116,594 |
|
Total |
3,746,379 |
|
4,463,473 |
d.3 Customer credit risk
The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, 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 (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), 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
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The subsidiaries of the Company request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees do not influence in the calculation of risk of loss. The subsidiaries of the Company maintained the following loss allowance for expected credit losses balances on trade receivables:
|
|
03/31/2022 |
|
12/31/2021 |
|
Ipiranga |
429,134 |
|
422,542 |
|
Ultragaz |
141,058 |
|
135,565 |
|
Ultracargo |
3,134 |
|
1,526 |
|
Total |
573,326 |
|
559,633 |
The table below presents information about credit risk exposure, resulting from the additions of the balances of trade receivables and reseller financing:
|
|
03/31/2022 |
|
12/31/2021 |
||||||||
|
|
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 |
0.8% |
|
4,276,560 |
|
32,405 |
|
0.6% |
|
3,901,536 |
|
23,476 |
|
less than 30 days |
1.8% |
|
176,331 |
|
3,155 |
|
7.3% |
|
109,284 |
|
8,005 |
|
31-60 days |
15.4% |
|
42,037 |
|
6,467 |
|
20.4% |
|
57,545 |
|
11,746 |
|
61-90 days |
3.5% |
|
106,409 |
|
3,769 |
|
23.0% |
|
39,177 |
|
9,016 |
|
91-180 days |
36.4% |
|
105,230 |
|
38,315 |
|
49.1% |
|
50,588 |
|
24,818 |
|
more than 180 days |
59.1% |
|
827,601 |
|
489,215 |
|
57.5% |
|
838,532 |
|
482,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,534,168 |
|
573,326 |
|
|
|
4,996,662 |
|
559,633 |
The information about loss allowance for expected credit losses balances by geographic area are as follows:
|
|
03/31/2022 |
|
12/31/2021 |
|
Brazil |
572,883 |
|
559,532 |
|
United States of America and Canada |
103 |
|
3 |
|
Other Latin American countries |
194 |
|
15 |
|
Europe |
94 |
|
66 |
|
Others |
52 |
|
17 |
|
|
573,326 |
|
559,633 |
For more information on the loss allowance for expected credit losses, see Notes 6.a and 6.b.
d.4 Price risk
The Company and its subsidiaries are exposed to commodity price risk, due the fluctuation in prices for diesel and gasoline, among others. These products are trade 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 cargo purchased in the international market, used contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.
The table below shows the positions of hedging financial instruments to hedge commodity price risk as of March 31, 2022 and December 31, 2021:
|
Derivative |
|
Contract |
|
Notional amount (m3) |
|
Notional amount (USD thousands) |
|
Fair value (R$ thousands) |
||||||||||
|
|
|
Position |
|
Product |
|
Maturity |
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
Term |
|
Sold |
|
Heating Oil |
|
Apr-22 |
|
203,027 |
|
167,255 |
|
199,303 |
|
103,148 |
|
90,635 |
|
2,269 |
|
Term |
|
Sold |
|
RBOB |
|
Apr-22 |
|
11,606 |
|
29,413 |
|
9,840 |
|
17,112 |
|
849 |
|
(967) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,484 |
|
1,302 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases, or through a combination of these methods.
The Company and its subsidiaries believe to 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$ 5,225,799 (for quantitative information, see Note 17). Furthermore, the investment plan carried out on March 31, 2022 totaled R$ 304,455. As at March 31, 2022, the Company and its subsidiaries had R$ 3,189,099 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 5).
The table below presents a summary of financial liabilities and leases payable as of March 31, 2022 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.
|
Financial liabilities |
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) |
18,992,306 |
5,225,799 |
3,167,358 |
3,936,701 |
6,662,448 |
|
Derivative instruments (3) |
1,772,674 |
657,289 |
468,691 |
363,653 |
283,041 |
|
Trade payables |
5,324,191 |
5,324,191 |
‐ |
‐ |
‐ |
|
Leases payable |
2,247,466 |
314,981 |
551,367 |
371,028 |
1,010,090 |
| (1) | To calculate the estimated interest on loans, it was estimated based on the US dollar futures contracts and on the future curves of the DI x Pre and DI x IPCA contracts, quoted on B3 on December 31, 2021, and on the future curve LIBOR (ICE – Intercontinental Exchange) |
| (2) | Includes estimated interest payments on short-term and long-term loans until the payment date. |
| (3) | The hedging instruments were estimated based on projected U.S. dollar futures contracts and the future curves of DI x prefixed rate and DI x IPCA contracts quoted on B3 on December 31, 2021 and on the futures curve of LIBOR (ICE - Intercontinental Exchange ) and commodities heating oil contracts quoted on the New York Mercantile Exchange (“NYMEX”) on December 31, 2021. In the table above, only the hedging instruments with negative results at the time of settlement were considered. |
f. Capital management
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 5) and loans, including debentures (see Note 17). 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.
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.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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 entered by the Company and its subsidiaries. As of March 31, 2022, the Company and its subsidiaries had a provision for income tax for derivative instruments of R$ 78,641 (R$ 87,606 as of December 31, 2021):
|
Derivative designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Product |
|
Hedged object |
|
Contracted rates |
|
Maturity |
|
Note |
|
Notional amount 1 |
|
Fair value |
||||||
|
|
|
|
|
Assets |
Liabilities |
|
|
|
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
|
Foreign exchange swap |
|
Financing |
|
USD + 4.65% |
104.87% of DI |
|
Sept-23 |
|
34.h.1 |
|
USD 125,000 |
|
USD 125,000 |
|
96,026 |
|
212,510 |
|
|
Foreign exchange swap |
|
Financing |
|
USD + LIBOR-3M + 1.14% |
105.00% of DI |
|
Jun-22 |
|
34.h.1 |
|
USD 50,000 |
|
USD 50,000 |
|
71,314 |
|
109,332 |
|
|
Interest rate swap |
|
Financing |
|
4.59% + IPCA |
102.00% of DI |
|
Sept-28 |
|
34.h.1 |
|
R$ 2,226,054 |
|
R$ 2,226,054 |
|
205,469 |
|
166,468 |
|
|
Interest rate swap |
|
Financing |
|
6.47% |
99.94% of DI |
|
Nov-24 |
|
34.h.1 |
|
R$ 90,000 |
|
R$ 90,000 |
|
(10,696) |
|
(9,044) |
|
|
Term |
|
Firm commitments |
|
BRL |
Heating Oil/ RBOB |
|
Apr-22 |
|
34.h.1 |
|
USD 209.143 |
|
USD 120.260 |
|
91,484 |
|
1,302 |
|
|
NDF |
|
Firm commitments |
|
BRL |
USD |
|
Apr-22 |
|
34.h.1 |
|
USD 212.418 |
|
USD 68.361 |
|
12,500 |
|
5,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466,097 |
|
486,270 |
|
|
Detivative not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Product |
|
Hedged object |
|
Contracted rates |
|
Maturity |
|
Notional amount 1 |
|
Fair value |
||||||
|
|
|
|
|
Assets |
Liabilities |
|
|
|
03/31/2022 |
|
12/31/2021 |
|
03/31/2022 |
|
12/31/2021 |
|
|
Foreign exchange swap |
|
Financing |
|
USD + 0.00% |
52.5% CDI |
|
Jun-29 |
|
USD 300,000 |
|
- |
|
261,645 |
|
- |
|
|
NDF |
|
Firm commitments |
|
USD |
BRL |
|
Aug-22 |
|
USD 566,348 |
|
USD 681,846 |
|
(359,749) |
|
3,463 |
|
|
Interest rate swap |
|
Financing |
|
USD + 5.25% |
CDI – 1.49% |
|
Jun-29 |
|
USD 300,000 |
|
USD 300,000 |
|
(279,297) |
|
(126,752) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(377,401) |
|
(123,289) |
|
¹ Currency as indicated.
All transactions mentioned above were properly registered with CETIP S.A.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
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.
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.
The foreign exchange hedging instruments designated as fair value hedge are:
|
In thousands, except the DI % |
03/31/2022 |
|
12/31/2021 |
|
Notional amount – US$ |
175,000 |
|
175,000 |
|
Result of hedging instruments - gain/(loss) - R$ |
(165,975) |
|
21,812 |
|
Fair value adjustment of debt - R$ |
7,835 |
|
47,064 |
|
Finance expense of the debt - R$ |
140,602 |
|
(105,059) |
|
Average effective cost - DI % |
104.9 |
|
104.9 |
For more information, see Note 17.
The interest rate hedging instruments designated as fair value hedge are:
|
In thousands, except the DI % |
03/31/2022 |
|
12/31/2021 |
|
Notional amount – R$ |
2,226,054 |
|
2,226,054 |
|
Result of hedging instruments - gain/(loss) - R$ |
14,803 |
|
(17,922) |
|
Fair value adjustment of debt - R$ |
(90,147) |
|
166,374 |
|
Finance expense of the debt - R$ |
20,245 |
|
(245,710) |
|
Average effective cost - DI % |
102.0 |
|
102.0 |
For more information, see Note 17.
|
In thousands, except the DI % |
03/31/2022 |
|
12/31/2021 |
|
Notional amount – R$ |
90,000 |
|
90,000 |
|
Result of hedging instruments - gain/(loss) - R$ |
(1,652) |
|
(10,088) |
|
Fair value adjustment of debt - R$ |
389 |
|
11,756 |
|
Finance expense of the debt - R$ |
(5,331) |
|
(5,914) |
|
Average effective cost - DI % |
99.9 |
|
99.9 |
For more information, see Note 17.
The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary IPP. The purpose of this relationship is to transform the cost of the imported product from fixed to variable until the moment of blend the fuel, as occurs with the price practiced 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 |
03/31/2022 |
|
12/31/2021 |
|
Notional amount – US$ |
421,561 |
|
188,621 |
|
Result of hedging instruments - gain/(loss) - R$ |
(318,664) |
|
(129,670) |
|
Fair value adjustment of inventories - R$ |
60,216 |
|
(4,352) |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
h.2 Cash flow hedge
The Company and its subsidiaries designate, as cash flow hedge for protection against variations arising from exchange rate changes, derivative financial instruments to hedge firm commitments and non-derivative financial instruments to hedge highly probable future transactions.
As of March 31, 2022, the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as cash flow hedge, related to notes in the foreign market totaled US$ 366,430 (US$ 386,787 as of December 31, 2021). An unrealized gain was recognized in “Other comprehensive income” in the amount of R$ 235,452 as of March 31, 2022 (gain of R$ 121,506 as of March 31, 2021), net of deferred IRPJ and CSLL. The impacts and balances of cash flow hedge are recognized at Oxiteno, and presented as “Held for sale” and “Discontinued operation”.
h.3 Net investment hedge in foreign entities
The Company and its subsidiaries designate, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.
As of March 31, 2022 the balance of foreign exchange hedging instruments designated as net investments hedge in foreign entities, related to part of the investments made in entities that have a functional currency other than the Brazilian Real totaled US$ 95,000 (US$ 95,000 as of December 31, 2021), and a gain was recognized in “Other comprehensive income” in the amount of R$ 52,837 as of March 31, 2022 (loss of R$ 31,388 as of March 31, 2021), net of deferred income and social contribution taxes. The effects of exchange rate variation on investments and notes in the foreign market were offset in equity. The impacts and balances of net investments hedge in foreign entities are recognized at Oxiteno, and presented as “Held for sale” and “Discontinued operation”.
i. Gains (losses) on hedging instruments
The following tables summarize the values of gains (losses) recognized, which affected the equity and the statement of profit or loss of the Company and its subsidiaries:
|
|
03/31/2022 |
|
03/31/2021 |
|
12/31/2021 |
||
|
|
Profit or loss |
|
Equity |
|
Profit or loss |
|
Equity |
|
a - Currency swaps receivable in U.S. dollars (i) and (ii) in commodities |
(239,124) |
|
‐ |
|
(115,516) |
|
- |
|
b - Interest rate swaps in R$ (iii) |
(61,692) |
|
‐ |
|
45,740 |
|
- |
|
c - Non-derivative financial instruments (iv) |
(23,225) |
|
(465,395) |
|
(578,734) |
|
(753,655) |
|
Total |
(324,041) |
|
(465,395) |
|
(648,510) |
|
(753,655) |
| (i) | Does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/firm commitments). |
| (ii) | Considers the effect of designation of foreign exchange hedging. |
| (iii) | Considers the effect of designation of interest rate hedging in Brazilian Reais; and |
| (iv) | Considers the results of notes in the foreign market (for more information see Note 17). |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
j. Fair value of financial instruments
The fair values and the carrying amounts of the financial instruments, including foreign exchange and interest rate hedging instruments, are stated below:
|
|
|
|
03/31/2022 |
|
12/31/2021 |
||||
|
|
Category |
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
|
|
|
Note |
value |
|
value |
|
value |
|
value |
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
Cash and banks |
Measured at amortized cost |
4.a |
608,484 |
|
608,484 |
|
334,547 |
|
334,547 |
|
Fixed-income securities in local currency |
Measured at fair value through other comprehensive income |
4.a |
1,642,037 |
|
1,642,037 |
|
1,943,164 |
|
1,943,164 |
|
Fixed-income securities in foreign currency |
Measured at fair value through profit or loss |
4.a |
2,005 |
|
2,005 |
|
2,363 |
|
2,363 |
|
Financial investments |
|
|
|
|
|
|
|
|
|
|
Fixed-income securities and funds in local currency |
Measured at fair value through profit or loss |
4.b |
801,923 |
|
801,923 |
|
1,607,608 |
|
1,607,608 |
|
Fixed-income securities and funds in foreign currency |
Measured at fair value through other comprehensive income |
4.b |
‐ |
|
‐ |
|
103,239 |
|
103,239 |
|
Currency and interest rate hedging and commodities instruments |
Measured at fair value through profit or loss |
4.b |
691,930 |
|
691,930 |
|
472,552 |
|
472,552 |
|
Trade receivables |
Measured at amortized cost |
6.a |
4,335,922 |
|
4,312,460 |
|
3,438,995 |
|
3,367,012 |
|
Reseller financing |
Measured at amortized cost |
6.b |
999,231 |
|
999,218 |
|
998,034 |
|
992,359 |
|
Total |
|
|
9,081,532 |
|
9,058,057 |
|
8,900,502 |
|
8,822,844 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
Financing |
Measured at fair value through profit or loss |
17 |
847,777 |
|
847,777 |
|
1,011,374 |
|
1,011,374 |
|
Financing |
Measured at amortized cost |
17 |
6,977,906 |
|
7,091,400 |
|
8,082,323 |
|
8,380,088 |
|
Debentures |
Measured at amortized cost |
17 |
4,643,396 |
|
4,587,896 |
|
4,599,525 |
|
4,529,439 |
|
Debentures |
Measured at fair value through profit or loss |
17 |
2,528,297 |
|
2,528,297 |
|
2,487,244 |
|
2,487,244 |
|
Leases payable |
Measured at amortized cost |
14 |
1,454,486 |
|
1,454,486 |
|
1,348,311 |
|
1,348,311 |
|
Currency and interest-rate hedging and commodities instruments |
Measured at fair value through profit or loss |
17 |
681,875 |
|
681,876 |
|
197,177 |
|
197,177 |
|
Trade payables |
Measured at amortized cost |
18 |
5,324,191 |
|
5,282,560 |
|
5,789,954 |
|
5,727,724 |
|
Subscription warrants - indemnification |
Measured at fair value through profit or loss |
25 |
49,161 |
|
49,161 |
|
51,296 |
|
51,296 |
|
Total |
|
|
22,507,089 |
|
22,523,453 |
|
23,567,204 |
|
23,732,653 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
The fair value of financial instruments, including foreign exchange and interest hedging instruments, was determined as described below:
The fair value of other financial investments, financing and leases payable was determined using calculation methodologies commonly used for mark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of the date of the financial statements. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.
The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary 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 5.b), (ii) loans and financing measured at fair value through profit or loss (see Note 17), (iii) guarantees to customers that have vendor arrangements (see Note 17), 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 25). 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
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
j.1 Fair value hierarchy of financial instruments
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).
The table below shows the categories of the financial assets and financial liabilities:
|
|
Category |
Note |
03/31/2022 |
|
Level 1 |
|
Level 2 |
|
Financial assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
Cash and bank |
Measured at amortized cost |
4.a |
608,484 |
|
‐ |
|
‐ |
|
Fixed-income securities in local currency |
Measured at fair value through other comprehensive income |
4.a |
1,642,037 |
|
‐ |
|
1,642,037 |
|
Fixed-income securities in foreign currency |
Measured at fair value through profit or loss |
4.a |
2,005 |
|
2,005 |
|
‐ |
|
Financial investments |
|
|
|
|
|
|
|
|
Fixed-income securities and funds in local currency |
Measured at fair value through profit or loss |
4.b |
801,923 |
|
801,923 |
|
‐ |
|
Foreign exchange, interest rate and commodity hedging instruments |
Measured at fair value through profit or loss |
4.b |
691,930 |
|
‐ |
|
691,930 |
|
Trade receivables |
Measured at amortized cost |
6.a |
4,312,460 |
|
‐ |
|
‐ |
|
Reseller financing |
Measured at amortized cost |
6.b |
999,218 |
|
‐ |
|
‐ |
|
Total |
|
|
9,058,057 |
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
Financing |
Measured at fair value through profit or loss |
17 |
847,777 |
|
‐ |
|
847,777 |
|
Financing |
Measured at amortized cost |
17 |
7,091,400 |
|
‐ |
|
‐ |
|
Debentures |
Measured at amortized cost |
17 |
4,587,896 |
|
‐ |
|
‐ |
|
Debentures |
Measured at fair value through profit or loss |
17 |
2,528,297 |
|
‐ |
|
2,528,297 |
|
Leases payable |
Measured at amortized cost |
14 |
1,454,486 |
|
‐ |
|
‐ |
|
Currency and interest rate hedging and commodities instruments |
Measured at fair value through profit or loss |
17 |
681,876 |
|
‐ |
|
681,876 |
|
Trade payables |
Measured at amortized cost |
18 |
(5,282,560) |
|
‐ |
|
‐ |
|
Subscription warrants – indemnification(1) |
Measured at fair value through profit or loss |
25 |
49,161 |
|
‐ |
|
49,161 |
|
Total |
|
|
11,958,333 |
|
|
|
|
(1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition.
k. Sensitivity analysis of derivative financial instruments
The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
For the sensitivity analysis of foreign exchange hedging instruments as of March 31, 2022, management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 8.32 (R$ 10.25 as of December 31, 2021) in the base scenario.
Based on the balances of the hedging instruments and hedged items as of December 31, 2021, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais were calculated in each of the scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
|
03/31/2022 |
Risk |
Base Scenario |
|
Currency swaps receivable in U.S. dollars |
|
|
|
(1) U.S. Dollar/Real swaps |
Dollar appreciation |
1,168,280 |
|
(2) Debts/Firm commitments in U.S. dollars |
(1,168,266) |
|
|
(1)+(2) |
Net effect in result |
14 |
|
|
|
|
|
Currency swaps payable in U.S. dollars |
|
|
|
(3) Real/US Dollar Swaps |
Dollar devaluation |
68,871,966 |
|
(4) Gross margin of Ipiranga |
(68,871,966) |
|
|
(3)+(4) |
Net effect in result |
‐ |
|
Cash flow hedge |
|
|
|
(1) Cash Flow Hedge |
Dollar devaluation |
377,417 |
|
(2) Debt |
(377,417) |
|
|
(1)+(2) |
Net effect in equity |
‐ |
|
|
|
|
|
|
|
|
|
Net investment hedge in foreign entities |
|
|
|
(1) Net Investment Hedge |
Dollar devaluation |
187,716 |
|
(2) Debt |
|
(187,716) |
|
(1)+(2) |
Net effect in equity |
‐ |
For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais as of March 31, 2022, the Company used the futures curve of the DI x Pre contract quoted on B3 as of March 31, 2022 for each of the swap and debt (hedged item) maturities, to determine the base scenario.
Based on the scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:
|
03/31/2022 |
Risk |
Base Scenario |
|
Interest rate swap (Real) - Debentures - CRA |
|
|
|
(1) Fixed rate swap - DI |
Fixed rate reduction |
(19,706,148) |
|
(2) Fixed rate debt |
19,706,148 |
|
|
(1)+(2) |
Net effect on profit or loss |
‐ |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
35 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 of products, 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 |
1,222,377 m3 |
2049 |
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of March 31, 2022, these rates were R$ 8.37 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.85 per m³ for Itaqui. According to contractual conditions and tolerances, on March 31, 2022, there were no material pending issues regarding the minimum purchase limits of the contract.
b. Area port lease
On April 9, 2021, the Company, through its subsidiary Ultracargo Logística, won the auction for leasing the IQI13 area at the Itaqui port, State of Maranhão, for storage and handling of liquid bulk products, especially fuels. In the leased area, a new terminal will be built with a minimum installed capacity of 79 thousand cubic meters. The lease will have a minimum duration of 20 years according to the auction notice. For this capacity, an investment of approximately R$ 310 million is estimated, including the amount related to the grant, to be disbursed in up to six years after signing of the contract.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
36 Events after the reporting period
On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. to Indorama. On March 7, 2022, Administrative Council for Economic Defense (CADE) approved the transaction without restrictions. On April 1, 2022, the transaction was closed. The initial payment of US$ 1,150 million (equivalent to R$ 5,448 million)(1), adjusted for changes in working capital and net debt position of US$ 176 million (equivalent to R$ 834 million)(1), resulted in a total initial payment of US$ 1,326 (equivalent to R$ 6,282 million)(1), made on April 1, 2022. This amount is still subject to final adjustments to working capital and net debt. The final payment of US$ 150 million will be made in April 2024. The Company held a 100% interest in Oxiteno S.A.
(1) Amount converted into reais at the exchange rate on the closing date of the transaction (US$ 1.00 to R$ 4.7372).
On April 7, 2022, the subsidiary Ultrapar International commenced cash tender offers to purchase bonds in the international market (“Repurchase Offers”) of up to US$ 550,003,000.00 (“Initial Aggregate Repurchase Amount”), involving (i) up to the totality of the 5.250% Senior Notes due in 2026 (“Notes 2026”); and (ii) up to the repurchase limit of Notes 2029 of the 5.250% Senior Notes due in 2029 (“Notes 2029”), both issued by Ultrapar International S.A. (“Ultrapar International”) and outstanding in the international market.
The Repurchase Offers together were limited to the Initial Repurchase Value Added, with Ultrapar International had the option to increase the Initial Repurchase Value Added to up to US$ 600,000,000.00 in aggregate principal amount, as described in the Offer documents repurchase. On April, 14 and 18, 2022, the parent Ultrapar International purchased US$ 114,129 (equivalent to R$ 538,210) and US$ 200 (equivalent to R$ 935), respectively, of notes in the foreign market, maturing in October 2026 and April 27, 2022 purchased US$ 485,667 (equivalent to R$ 2,436,446) of notes in the foreign market, maturing in June 2029.
(1) As of the closing date of the transaction, the amount converted into Reais using the exchange rate (US$ 1.00 to R$ 4.7158 on April 14, 2022; US$ 1.00 to R$ 4.6746 on April 18, 2022; US$ 1.00 to R$ 5.0167 on April 27, 2022).
c. Update on Extrafarma’s sale process
On May 18, 2021, Ultrapar entered into a share purchase and sale agreement for the sale of all shares of Extrafarma to Pague Menos. The completion of this transaction is subject to usual conditions precedent in such deals, including the approval by CADE. On May 7, 2022, CADE’s General Superintendent’s Office recommended the approval of the transaction, contingent on the execution of a Merger Control Agreement (“Acordo em Controle de Concentrações”) between Pague Menos and CADE, whereby Pague Menos shall undertake certain remedial measures to mitigate potential competitive issues arising out of the transaction. The recommendation made by the General’s Superintendent’s Office is now subject to CADE’s Tribunal review, which shall issue a final decision on the matter.
d. Interest on equity
On May 11, 2022, the Company informed that the Board of Directors, at the meeting held today, approved the early payment of interest on equity in the amount of R$ 450,000,000.00, equivalent to R$ 0.41247 per share. With income tax withholding at a rate of 15%, net interest will be R$ 0.35060 per share, except for corporate shareholders that are proven to be immune or exempt. The payment will be made as of August 10, 2022, without remuneration or monetary adjustment, proportionally to the shareholding position of each investor.
The total amount, net of taxes withheld at source, will be deducted from the amount of the minimum mandatory dividend referring to the year of 2022.
The record date that establishes the right to receive the interest on equity will be May 23, 2022 in Brazil, and May 25, 2022 in the United States. Therefore, from May 24, 2022 onwards, the shares will be traded "ex-interest on equity" on both the São Paulo Stock Exchange (B3) and the New York Stock Exchange (NYSE).

|
Continuing operations |
Net revenues |
Recurring Adjusted EBITDA² |
Investments |
|
R$ 32 billion |
R$ 873 |
R$ 304 |
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Pro forma view¹ |
Net revenues |
Adjusted EBITDA² |
Net income |
Approved payment of interest on equity |
|
R$ 34 billion |
R$ 1,313 million |
R$ 461 |
R$ 450 |
¹ Considers the sum of continuing and discontinued operations
² Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights

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Considerations on the financial and operational information |
Ultrapar is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process. In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively. The sale of Oxiteno was closed on April 1, 2022, according to the Market Announcement on this date, and the conclusion of the sale of Extrafarma is expected to happen during 2022. Thus, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information 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 March 21, 2022, 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 Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:
| Quarter | ||||||
| R$ million | 1Q22 | 1Q21 | 4Q21 | |||
| Net income | 461.2 | 137.4 | 390.4 | |||
| (+) Income and social contribution taxes | 58.9 | 101.0 | 26.8 | |||
| (+) Net financial (income) expenses | 358.0 | 333.7 | 277.3 | |||
| (+) Depreciation and amortization | 363.1 | 332.7 | 362.7 | |||
| (+) Net effect of the cessation of depreciation | (65.0) | - | - | |||
| EBITDA | 1,176.1 | 904.8 | 1,057.2 | |||
| Accounting adjustments | ||||||
| (+) Amortization of contractual assets with customers - exclusive rights (Ipiranga) | 88.4 | 47.8 | 82.4 | |||
| (+) Amortization of contractual assets with customers - exclusive rights (Ultragaz) | 0.4 | 0.4 | 0.4 | |||
| (+) Cash flow hedge from bonds (Oxiteno) | 48.1 | 43.3 | 47.2 | |||
| Adjusted EBITDA | 1,312.9 | 996.3 | 1,187.2 | |||
| Adjusted EBITDA from continuing operations | 898.9 | 760.5 | 948.8 | |||
| Ultragaz | 213.1 | 150.2 | 222.0 | |||
| Ultracargo | 113.9 | 92.5 | 101.2 | |||
| Ipiranga | 619.5 | 563.0 | 703.8 | |||
| Holding, abastece aí and other companies | (50.5) | (47.9) | (82.4) | |||
| Eliminations | 2.8 | 2.7 | 4.1 | |||
| - | ||||||
| Adjusted EBITDA from discontinued operations | 414.1 | 235.7 | 238.5 | |||
| Oxiteno | 396.2 | 226.9 | 251.5 | |||
| Extrafarma | 20.6 | 11.5 | (9.0) | |||
| Eliminations | (2.8) | (2.7) | (4.1) | |||
| Non-recurring items that affected EBITDA | ||||||
| (-) Extemporaneous tax credits (Oxiteno) | (62.4) | - | - | |||
| (-) Capital gains ConectCar - results from disposal of assets (Ipiranga) | - | - | (76.5) | |||
| (-) Results from disposal of assets (Ipiranga) | (25.9) | (5.8) | (52.0) | |||
| (-) Extemporaneous tax credits (Ipiranga) | - | - | (42.2) | |||
| (+) Impairment (Extrafarma) | - | - | 32.9 | |||
| Recurring Adjusted EBITDA | 1,224.6 | 990.5 | 1,049.4 | |||
| Recurring Adjusted EBITDA from continuing operations | 872.9 | 754.8 | 778.1 | |||
| Ultragaz | 213.1 | 150.2 | 222.0 | |||
| Ultracargo | 113.9 | 92.5 | 101.2 | |||
| Ipiranga | 593.6 | 557.2 | 533.1 | |||
| Holding, abastece aí and other companies | (50.5) | (47.9) | (82.4) | |||
| Eliminations | 2.8 | 2.7 | 4.1 | |||
| Recurring Adjusted EBITDA from discontinued operations | 351.7 | 235.7 | 271.3 | |||
| Oxiteno | 333.9 | 226.9 | 251.5 | |||
| Extrafarma | 20.6 | 11.5 | 23.9 | |||
| Eliminations | (2.8) | (2.7) | (4.1) | |||
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Ultrapar |
| Amounts in R$ million |
1Q22 |
1Q21 |
4Q21 |
Δ 1Q22 v 1Q21 |
Δ 1Q22 v 4Q21 |
|
| Net revenues |
34,036 | 23,950 | 34,411 | 42% | (1%) | |
| Adjusted EBITDA |
1,313 |
996 |
1,187 |
32% |
11% |
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| Recurring Adjusted EBITDA¹ |
1,225 |
991 |
1,049 |
24% |
17% |
|
| Recurring Adjusted EBITDA - Continuing operations |
873 |
755 |
778 |
16% |
12% |
|
| Recurring Adjusted EBITDA - Discontinued operations |
352 | 236 |
271 |
49% |
30% |
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| Depreciation and amortization² | 452 |
381 |
445 |
19% |
1% |
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| Financial result³ |
(406) |
(377) |
(324) |
(8%) |
(25%) |
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| Net income4 |
461 |
137 | 390 |
236% |
18% |
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| Investments5 |
382 |
294 |
716 |
30% | (47%) |
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| Cash flow from operations | (1,183) |
128 |
704 |
n/a |
n/a |
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¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization of contractual assets with costumers – exclusive rights
³ Includes the result of the cash flow hedge from bonds
4 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, with an effect of R$ 65 million in 1Q22
5 Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively
Net revenues – Total of R$ 34,036 million (+42%), due to the increase in net revenues in all businesses, especially Ipiranga. Compared to 4Q21, the net revenues decreased 1%, due to seasonally lower sales of Ipiranga.
Recurring Adjusted EBITDA – Total of R$ 1,225 million, an increase of 24%, due to higher EBITDA of all the main businesses. Compared to 4Q21, there was an increase of 17%, mainly resulting from higher EBITDA of Oxiteno, Ipiranga and Ultracargo.
Recurring Adjusted EBITDA - Discontinued operations – Total of R$ 352 million, 49% higher than 1Q21, resulting from (i) the increase of Oxiteno’s EBITDA, due to better margins, attenuated by higher expenses, and (ii) the increase of Extrafarma’s EBITDA, due to higher sales and the effect of the cyberattack in 1Q21. Compared to 4Q21, the recurring Adjusted EBITDA from discontinued operations increased by 30%, as a result of the increase in Oxiteno’s EBITDA, due to better margins, partially offset by seasonally lower volumes.
Depreciation and amortization – Total of R$ 452 million, 19% and 1% higher in relation to 1Q21 and 4Q21, respectively, due to investments made during these periods and higher amortization of contractual assets at Ipiranga.
Results from the Holding, abastece aí and other companies – Ultrapar recorded a negative result of R$ 50 million in the Holding, abastece aí and other companies, comprised of (i) R$ 40 million of negative EBITDA from the Holding, (ii) R$ 20 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, mainly concerning information security and fraud prevention, and (iii) R$ 9 million of positive EBITDA from other companies, due to higher results from Refinaria Riograndense.
Financial result – Ultrapar reported net financial expenses of R$ 406 million in 1Q22, compared to net financial expenses of R$ 377 million in 1Q21, mainly due to the higher CDI rate applied to a larger average net debt during the quarter, attenuated by the lower cost of debt as percentage of CDI and better results of mark-to-market of hedges of the bonds. Compared to 4Q21, a period during which Ultrapar recognized net financial expenses of R$ 324 million, the variation is mainly explained by the same reasons mentioned above.
Net income – Total of R$ 461 million, 236% higher than 1Q21, due to higher EBITDA and the net effect of the cessation of depreciation from discontinued operations, attenuated by the increase in the net financial expenses and higher costs and expenses with depreciation and amortization. Compared to 4Q21, net income increased 18%, due to higher EBITDA and the net effect of the cessation of depreciation from discontinued operations, partially offset by higher net financial expenses.
Cash flow from operations – Consumption of R$ 1,183 million in 1Q22, compared to the generation of R$ 128 million in 1Q21, mainly due to higher investments in working capital in 1Q22, especially due to significant increases in fuel and LPG prices, despite the higher EBITDA.
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Ultragaz |
| 1Q22 | 1Q21 | 4Q21 | Δ 1Q22 v 1Q21 |
Δ 1Q22 v 4Q21 |
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| Total volume (000 tons) | 399 | 406 | 416 |
(2%) | (4%) |
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| Bottled |
265 |
274 | 278 |
(3%) |
(5%) |
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| Bulk |
134 |
132 |
139 |
2% |
(3%) |
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| Adjusted EBITDA (R$ million) |
213 |
150 |
222 |
42% |
(4%) |
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| Adjusted EBITDA margin (R$/ton) |
534 |
370 |
533 |
44% |
0% |
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Operational performance – The volume sold by Ultragaz in 1Q22 decreased 2% in relation to 1Q21, virtually in-line with a 3% reduction in the bottled segment, due to lower market demand impacted by prices increases. The bulk segment, on the other hand, increased 2%, due to higher sales to industrial, commercial and services segments. Compared to 4Q21, the volume sold decreased 4%, due to the typical seasonality between periods.
Net revenues – Total of R$ 2,639 million (+30%), due to the pass through of higher LPG costs, attenuated by lower sales volume. Compared to 4Q21, net revenues decreased 2%, mainly due to lower sales volume.
Cost of goods sold – Total of R$ 2,323 million (+28%), due to the readjustments of LPG costs carried out by Petrobras, resulting from the increases in the international prices of oil and derivatives, higher freight expenses, reflecting the increases in diesel prices, and production materials due to the impact of inflation. In relation to 4Q21, the cost of goods sold decreased 1%, due to lower sales volume.
Sales, general and administrative expenses – Total of R$ 178 million, growth of 21% in relation to 1Q21, due to higher personnel expenses (mainly collective bargaining agreement and variable compensation, in line with the progression of results), legal process expenses and freight (increase of diesel’s prices). Compared to 4Q21, the sales, general and administrative expenses decreased 2%, due to lower marketing expenses, sales commissions and personnel, attenuated by higher legal process expenses.
Adjusted EBITDA – Total of R$ 213 million (+42%), arising from pass throughs of LPG costs increases, despite lower sales volume and higher expenses. Compared to 4Q21, Adjusted EBITDA decreased 4%, due to seasonally lower sales volume, attenuated by lower expenses.
Investments – R$ 80 million were invested in this quarter, directed mainly towards the acquisition and replacement of bottles, in equipment installed in new customers in the bulk segment and maintenance at the already existing operations.
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Ultracargo |
| 1Q22 | 1Q21 | 4Q21 | Δ 1Q22 v 1Q21 |
Δ 1Q22 v 4Q21 |
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| Installed capacity¹ (000 m³) | 955 | 843 | 917 | 13% | 4% | |
| m³ sold (000 m³) | 3,220 | 3,137 | 3,164 | 2% | 2% | |
| Adjusted EBITDA (R$ million) |
114 | 93 | 101 | 23% | 13% | |
| Adjusted EBITDA margin (%) | 58% | 54% | 54% | 4 p.p. | 4 p.p. | |
1Monthly average
Operational performance – Ultracargo's average installed capacity increased 13% in relation to 1Q21, as a result of the capacity expansions in Itaqui in the last twelve months and the start-up of operations in Vila do Conde terminal. The m³ sold increased 3%, with higher handling in Itaqui and the start-up of operations in Vila do Conde, attenuated by lower fuel handling in Suape. The m³ sold increased 2% compared to 4Q21, due to the start-up of operations in Vila do Conde terminal, partially offset by lower fuel handling in Santos.
Net revenues – Total of R$ 197 million in 1Q22 (+15%), due to contractual readjustments and higher m³ sold mostly coming from Itaqui and Vila do Conde. In relation to 4Q21, net revenues increased 5%, due to contractual readjustments and the start-up of operations in Vila do Conde.
Cost of services provided – Total of R$ 84 million, an increase of 22% in relation to 1Q21, due to an increase in depreciation, resulting from the capacity expansions, and the effects of inflation over personnel, inputs and materials. Compared to 4Q21, the cost of services provided increased 8%, mainly due to higher depreciation resulting from the start-up of operations in Vila do Conde.
Sales, general and administrative expenses – Total of R$ 30 million (-10%), due to lower personnel and information technology expenses. Compared to 4Q21, sales, general and administrative expenses decreased 16%, as a result of lower expenses with personnel, information technology and corporate consultancy.
Adjusted EBITDA – Ultracargo reached a record level EBITDA of R$ 114 million (+23%), due to capacity expansions with profitability gains, contractual readjustments and lower expenses. Compared to 4Q21, EBITDA was 13% higher, due to the same reasons mentioned above.
Investments – Investments in the period amounted to R$ 47 million, directed towards the payment of the grant on the new terminal in Vila do Conde (state of Pará) and for efficiency gain projects, maintenance and operational safety of the terminals.
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Ipiranga |
| 1Q22 | 1Q21 | 4Q21 |
Δ 1Q22 v 1Q21 |
Δ 1Q22 v 4Q21 |
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| Total volume (000 m³) | 5,375 | 5,367 | 5,670 | 0% | (5%) |
| Diesel | 2,804 | 2,751 | 2,909 | 2% | (4%) |
| Otto cycle | 2,463 | 2,501 | 2,656 | (2%) | (7%) |
| Others¹ | 107 | 115 | 105 | (7%) | 2% |
| Adjusted EBITDA (R$ million) | 620 | 563 | 704 | 10% | (12%) |
| Capital gain – ConectCar’s sale | - | - | 76 | - | - |
| Results from disposal of assets | 26 | 6 | 52 | - | (50%) |
| Extemporaneous tax credits | - | - | 42 | - | - |
| Recurring Adjusted EBITDA (R$ million) | 594 | 557 | 533 | 7% | 11% |
| Recurring Adjusted EBITDA margin (R$/m³) | 110 | 104 | 94 | 6% | 17% |
¹ Fuel oils, arla 32, kerosene, lubricants and greases
Operational performance – The volume sold by Ipiranga remained stable in relative to 1Q21, with a reduction of 2% in the Otto cycle, with a greater share of gasoline at the expense of ethanol in the product mix, while diesel increased 2%. Compared to 4Q21, the volume was 5% lower, as a result of a reduction of 7% in the Otto cycle and 4% in diesel, mainly due to the typical seasonality between the periods.
Net revenues – Total of R$ 28,670 million (+44%), due to the pass-throughs of higher oil derivatives and ethanol costs. Compared to 4Q21, net revenues decreased 1%, due to lower sales volumes, attenuated by higher average prices of oil derivatives.
Cost of goods sold – Total of R$ 27,630 million (+46%), due to increased costs of oil derivatives and ethanol, arising from the increase in international prices, despite the stable volume. Compared to 4Q21, cost of goods sold decreased 1%, due to lower sales volume, attenuated by higher average prices of oil derivatives.
Sales, general and administrative expenses – Total of R$ 553 million (+14%), resulting from higher expenses with freight (increased diesel price), provision for doubtful accounts and higher expenses with AmPm’s company-operated stores. Compared to 4Q21, the sales, general and administrative expenses decreased 22%, due to lower expenses with contingencies provisions (one-off concentration of R$ 88 million in 4Q21), besides lower marketing expenses.
Other operating results – Total costs of R$ 110 million, a worsening of R$ 91 million in relation to 1Q21, due to costs with CBios in the amount of R$ 126 million in 1Q22 (R$ 94 million higher than 1Q21). Compared to 4Q21, the reduction was R$ 126 million, mainly due to higher costs with CBios of R$ 76 million and the constitution of extemporaneous tax credits from PIS/Cofins in 4Q21, in the amount of R$ 42 million.
Results from disposal of assets – Total of R$ 26 million, an increase of R$ 20 million in relation to 1Q21, mainly due to higher sales of real estate assets. Compared to 4Q21, the reduction was of R$ 103 million, due to capital gain from the sale of ConectCar in the amount of R$ 76 million recorded in 4Q21 and higher results with sales of real estate assets in 4Q21.
Recurring Adjusted EBITDA – Total of R$ 594 million (+7%), mainly due to margins recovery, attenuated by higher expenses. Compared to 4Q21, the EBITDA growth was 11%, due to margins recovery and lower expenses, attenuated by lower sales volume and higher expenses with CBios.
Investments – R$ 168 million were invested, directed to the expansion and maintenance of Ipiranga’s services stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 76 million refers to additions to fixed and intangible assets and R$ 125 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 33 million of installments from the financed sale of real estate assets, net of financings granted to customers.
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Indebtedness (R$ million) |
| Ultrapar consolidated | 1Q22 | 1Q21 | 4Q21 |
| Gross debt | (15,783) | (18,606) | (16,619) |
| Cash and cash equivalents | 4,223 | 8,501 | 6,690 |
| Net debt (ex-IFRS 16) | (11,560) | (10,105) | (9,929) |
| Leases payable | (1,864) | (1,794) | (1,762) |
| Net debt | (13,424) | (11,899) | (11,691) |
| Net debt/LTM Adjusted EBITDA¹ | 3.1x | 3.3x | 2.9x |
| Average cost of debt |
97% DI | 212% DI | 97% DI |
| DI - 0.3% | DI + 2.3% | DI - 0.2% | |
| Average cash yield (% DI) | 71% | 82% | 81% |
| Average debt duration (years) | 4.3 | 4.6 | 4.6 |
¹ LTM Adjusted EBITDA does not include Extrafarma’s impairment of R$ 428 million (R$ 395 million registered in 2Q21 and R$ 33 million in 4Q21) and capital gain from the sale of Conectar of R$ 76 milllion registered in 4Q21 for both 4Q21 and 1Q22
Ultrapar ended 1Q22 with net financial debt of R$ 11.6 billion, composed of a gross indebtedness of R$ 15.8 billion, and cash position of R$ 4.2 billion. Considering the leases payable (IFRS 16) of R$ 1.9 billion, the total net debt was R$ 13.4 billion (3.1x LTM Adjusted EBITDA) compared to R$ 11.7 billion on December 31, 2021 (2.9x LTM Adjusted EBITDA). The increase in the net debt in comparison to the position at the end of 4Q21 is mainly due to the consumption of operating cash in working capital in 1Q22, the payment of dividends in March 2022 and the deterioration of the financial result. The increase in financial leverage results from the increase in net debt, due to the reasons explained above, attenuated by higher LTM Adjusted EBITDA.
Maturity profile and debt breakdown:


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In March 2022, Ultrapar was awarded with the seal Women on Board (WOB), an independent initiative sponsored by UN Women, for the female representation in its Board of Directors (2021-2023). In addition, Ultrapar promoted an internal event with the Company's female leadership, with the board directors Ana Paula Vescovi and Flávia Buarque de Almeida attending.
Ultrapar’s 2021 Integrated Report was released in April 2022. It adopted the GRI and IIRC methodologies, SASB indicators, and was externally audited by KPMG (click here to access the file).
In April 2022, the proposal of global compensation to the Company's executives was approved for the year, which contemplates ESG goals for executives in their variable compensation and strengthens the governance over the long-term compensation process as it includes a malus arrangement section in the employment agreements signed with the executives.
In January 2022, Ultragaz donated more than 3 thousand basic food baskets to cities in the states of Minas Gerais and Bahia to help the victims of flood in those regions. Ultragaz also renewed its partnership with the NGOs to support various regional social projects in the areas it is operating in, strengthening its commitments towards the surrounding communities and focusing on children and teenagers. In March, Ultragaz also held three workshops with 88 selected suppliers for the CDP engagement program.
Through the Incentive to Culture Law, Ultracargo sponsored the "Planeta Água em Cena 4" project in Barcarena (state of Pará), focused on promoting environmental education with drama plays and distributing books for children about the topic. The project reached about 1.4 thousand children in schools of the region. Besides that, at the Santos terminal (state of São Paulo), Ultracargo started using a new system for vertically cleaning the tanks, saving almost one thousand liters of water per hour during the tank cleaning. Besides the decrease in water consumption, the new system no longer requires an industrial climber, eliminating the exposure of the employees to heights.
During the first quarter of 2022, Ipiranga joined other companies to sponsor the "Transporte Comercial Net Zero 2050: Caminhos para a Descarbonização do Modal Rodoviário no Brasil" study promoted by the Global Compact Network Brazil. Ipiranga also made donations to the victims of heavy rains in the southern region of Bahia, in Minas Gerais and Rio de Janeiro. The NGOs operating in the region helped distribute more than 2 thousand basic food baskets for Ipiranga.
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Capital markets |
Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 121 million/day in 1Q22 (-38%). Ultrapar’s shares ended the quarter quoted at R$ 14.15 on B3, a depreciation of 3% in the quarter, while the Ibovespa stock index rose by 14%. In NYSE, Ultrapar’s shares increased 15% in 1Q22, while the Dow Jones stock index depreciated 5%. Ultrapar ended 1Q22 with a market cap of R$ 16 billion.
| Capital markets |
1Q22 | 1Q21 | 4Q21 |
| Number of shares (000) | 1,115,152 | 1,115,077 | 1,115,108 |
| Market capitalization¹ (R$ million) | 15,779 | 23,651 | 16,214 |
| B3 | |||
| Average daily trading volume (000 shares) | 7,231 | 6,859 | 8,425 |
| Average daily financial volume (R$ 000) | 102,384 | 145,258 | 119,084 |
| Average share price (R$/share) | 14.16 | 21.18 | 14.13 |
| NYSE | |||
| Quantity of ADRs² (000 ADRs) | 50,438 | 49,955 | 50,374 |
| Average daily trading volume (000 ADRs) | 1,299 | 2,282 | 1,526 |
| Average daily financial volume (US$ 000) | 3,531 | 8,733 | 3,850 |
| Average share price (US$/ADRs) | 2.72 | 3.83 | 2.52 |
| Total | |||
| Average daily trading volume (000 shares) | 8,531 | 9,141 | 9,951 |
| Average daily financial volume (R$ 000) | 120,690 | 193,310 | 140,623 |
¹ Calculated on the closing share price for the period
² 1 ADR = 1 common share
UGPA3 x Ibovespa performance – 1Q22
(Dec 30, 2021 = 100)

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1Q22 Conference call |
Ultrapar will host a conference call for analysts and investors on May 12, 2022 to comment on the Company’s performance in the first quarter of 2022 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: 12:00 p.m. (BRT) / 11:00 a.m. (EDT)
Participants in Brazil: +55 (11) 3181-8565 or +55 (11) 4090-1621
Code: Ultrapar – in Portuguese
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 3167603#
International participants: +1 (844) 204-8942 or +1 (412) 717-9627
Code: Ultrapar – in English
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 9792937#
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| ULTRAPAR | ||||||||||
| CONSOLIDATED BALANCE SHEET | ||||||||||
| In million of Reais | MAR 22 |
Continuing operations¹ |
Discontinued operations¹ |
MAR 21 | DEC 21 |
Continuing operations¹ |
Discontinued operations¹ |
|||
| ASSETS | ||||||||||
| Cash and cash equivalents | 2,701.5 | 2,252.5 | 449.0 | 3,933.2 | 2,668.1 | 2,280.1 | 388.0 | |||
| Financial investments and hedging instruments | 964.5 | 936.6 | 27.9 | 3,553.5 | 3,150.7 | 1,804.1 | 1,346.6 | |||
| Trade receivables and reseller financing | 5,596.7 | 4,468.6 | 1,128.1 | 4,240.8 | 4,987.5 | 3,957.8 | 1,029.7 | |||
| Inventories | 6,445.9 | 4,242.3 | 2,203.6 | 4,491.7 | 6,168.6 | 3,918.8 | 2,249.9 | |||
| Recoverable taxes | 2,000.6 | 1,301.6 | 699.0 | 1,482.7 | 2,049.8 | 1,353.1 | 696.8 | |||
| Prepaid expenses | 191.5 | 149.0 | 42.5 | 162.0 | 143.0 | 98.0 | 45.0 | |||
| Contractual assets with customers - exclusive rights | 573.7 | 573.7 | - | 490.9 | 555.1 | 555.1 | - | |||
| Other receivables | 93.8 | 51.6 | 42.2 | 61.7 | 84.3 | 56.4 | 27.9 | |||
| Total Current Assets | 18,568.1 | 13,975.8 | 4,592.3 | 18,416.4 | 19,807.1 | 14,023.3 | 5,783.8 | |||
| Financial investments and hedging instruments | 557.3 | 557.3 | - | 1,014.4 | 871.7 | 379.3 | 492.4 | |||
| Trade receivables and reseller financing | 492.5 | 492.3 | 0.2 | 468.3 | 479.4 | 479.2 | 0.2 | |||
| Deferred income and social contribution taxes | 1,315.2 | 608.5 | 706.7 | 1,061.4 | 1,313.7 | 571.8 | 742.0 | |||
| Recoverable taxes | 1,604.6 | 1,204.9 | 399.8 | 1,730.7 | 1,613.8 | 1,202.2 | 411.7 | |||
| Escrow deposits | 853.5 | 845.6 | 7.9 | 950.4 | 879.3 | 871.3 | 8.0 | |||
| Prepaid expenses | 74.4 | 66.9 | 7.5 | 59.5 | 77.8 | 71.4 | 6.4 | |||
| Contractual assets with customers - exclusive rights | 1,570.1 | 1,570.1 | - | 1,270.6 | 1,524.2 | 1,524.2 | - | |||
| Other receivables | 153.5 | 153.4 | 0.0 | 236.4 | 151.3 | 151.2 | 0.1 | |||
| Investments | 113.3 | 94.4 | 18.9 | 169.5 | 97.8 | 78.6 | 19.2 | |||
| Right to use assets | 2,111.5 | 1,765.0 | 346.5 | 2,125.3 | 2,001.3 | 1,651.3 | 350.1 | |||
| Property, plant and equipment | 8,344.8 | 5,564.3 | 2,780.5 | 8,176.1 | 8,476.5 | 5,534.6 | 2,941.9 | |||
| Intangible assets | 1,901.6 | 1,660.8 | 240.8 | 1,792.4 | 1,716.5 | 1,471.3 | 245.3 | |||
| Total Non-Current Assets | 19,092.3 | 14,583.4 | 4,508.9 | 19,054.8 | 19,203.3 | 13,986.2 | 5,217.1 | |||
| TOTAL ASSETS | 37,660.4 | 28,559.3 | 9,101.1 | 37,471.2 | 39,010.4 | 28,009.4 | 11,000.9 | |||
| LIABILITIES | ||||||||||
| Loans, financing and hedge derivative financial instruments | 1,089.1 | 985.7 | 103.3 | 2,277.9 | 857.6 | 618.3 | 239.3 | |||
| Debentures | 4,012.6 | 4,012.6 | - | 971.3 | 2,247.7 | 2,247.7 | - | |||
| Trade payables | 6,367.4 | 5,324.2 | 1,043.2 | 4,526.1 | 7,232.5 | 5,790.0 | 1,442.6 | |||
| Salaries and related charges | 426.4 | 267.6 | 158.8 | 384.7 | 552.9 | 330.1 | 222.8 | |||
| Taxes payable | 537.2 | 331.4 | 205.8 | 440.9 | 507.6 | 425.5 | 82.1 | |||
| Leases payable | 287.1 | 208.0 | 79.1 | 263.1 | 264.8 | 188.8 | 76.0 | |||
| Other payables | 383.4 | 356.4 | 26.9 | 354.6 | 573.8 | 498.3 | 75.5 | |||
| Total Current Liabilities | 13,103.2 | 11,485.9 | 1,617.2 | 9,218.6 | 12,237.1 | 10,098.8 | 2,138.3 | |||
| Loans, financing and hedge derivative financial instruments | 7,522.3 | 7,521.8 | 0.4 | 9,329.2 | 8,675.0 | 8,672.5 | 2.4 | |||
| Debentures | 3,159.1 | 3,159.1 | - | 6,027.8 | 4,839.0 | 4,839.0 | - | |||
| Provisions for tax, civil and labor risks | 893.9 | 843.8 | 50.1 | 859.1 | 847.8 | 812.2 | 35.5 | |||
| Post-employment benefits | 200.4 | 193.9 | 6.5 | 259.0 | 201.7 | 194.6 | 7.1 | |||
| Leases payable | 1,577.3 | 1,246.5 | 330.8 | 1,530.7 | 1,497.2 | 1,159.5 | 337.7 | |||
| Other payables | 216.8 | 211.6 | 5.2 | 284.1 | 243.3 | 222.9 | 20.4 | |||
| Total Non-Current Liabilities | 13,569.9 | 13,176.8 | 393.1 | 18,290.0 | 16,304.0 | 15,900.9 | 403.1 | |||
| TOTAL LIABILITIES | 26,673.1 | 24,662.7 | 2,010.4 | 27,508.6 | 28,541.1 | 25,999.7 | 2,541.4 | |||
| EQUITY | ||||||||||
| Share capital | 5,171.8 | 5,171.8 | - | 5,171.8 | 5,171.8 | 5,171.8 | - | |||
| Reserves | 5,467.7 | 5,467.7 | - | 5,008.0 | 5,467.0 | 5,467.0 | - | |||
| Treasury shares | (488.4) | (488.4) | - | (489.1) | (488.4) | (488.4) | - | |||
| Other | 391.3 | 391.3 | - | (107.2) | (83.5) | (83.5) | - | |||
| Non-controlling interests in subsidiaries | 445.1 | 445.1 | - | 379.2 | 402.3 | 402.3 | - | |||
| Total Equity | 10,987.3 | 10,987.3 | - | 9,962.6 | 10,469.2 | 10,469.2 | - | |||
| TOTAL LIABILITIES AND EQUITY | 37,660.4 | 35,650.0 | 2,010.4 | 37,471.2 | 39,010.4 | 36,468.9 | 2,541.4 | |||
| Cash and financial investments | 4,223.3 | n/a | n/a | 8,501.0 | 6,690.4 | n/a | n/a | |||
| Loans and debentures | (15,783.0) | n/a | n/a | (18,606.3) | (16,619.4) | n/a | n/a | |||
| Leases payable | (1,864.4) | n/a | n/a | (1,793.8) | (1,762.0) | n/a | n/a | |||
| Net Cash (debt) | (13,424.2) | n/a | n/a | (11,899.0) | (11,691.0) | n/a | n/a | |||
| Net Cash (debt) ex-IFRS 16 | (11,559.8) | n/a | n/a | (10,105.2) | (9,929.0) | n/a | n/a | |||
| ¹ Since the financial management is unified in the Holding, the individual view of the balance sheet of continuing and discontinued operations does not reflect the reality of the companies (assets and liabilities differ) |
|
|
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| ULTRAPAR | ||||||||||||
| INCOME STATEMENT | ||||||||||||
| In million of Reais | 1Q22 |
Continuing operations |
Discontinued operations |
1Q21 |
Continuing operations |
Discontinued operations |
4Q21 |
Continuing operations |
Discontinued operations |
|||
| Net revenues from sales and services | 34,036.0 | 31,503.3 | 2,532.7 | 23,950.3 | 22,029.8 | 1,920.5 | 34,411.2 | 31,904.3 | 2,506.8 | |||
| Cost of products and services sold | (31,952.7) | (30,033.6) | (1,919.1) | (22,234.4) | (20,789.2) | (1,445.2) | (32,352.3) | (30,374.2) | (1,978.1) | |||
| Gross profit | 2,083.3 | 1,469.7 | 613.7 | 1,715.9 | 1,240.6 | 475.4 | 2,058.9 | 1,530.1 | 528.7 | |||
| Operating expenses | ||||||||||||
| Selling and marketing | (755.3) | (502.8) | (252.5) | (658.5) | (416.0) | (242.5) | (846.2) | (567.5) | (278.7) | |||
| General and administrative | (457.4) | (338.2) | (119.2) | (468.7) | (317.6) | (151.1) | (636.2) | (483.5) | (152.7) | |||
| Other operating income, net | (93.4) | (102.3) | 8.9 | (12.4) | (12.5) | 0.0 | 21.5 | 18.4 | 3.1 | |||
|
Gain (loss) on disposal of property, plant and equipment and intangibles |
22.6 | 25.1 | (2.5) | 8.1 | 8.4 | (0.4) | 125.0 | 126.3 | (1.3) | |||
| Impairment | - | - | - | - | - | - | (32.9) | - | (32.9) | |||
| Operating income (loss) | 799.8 | 551.4 | 248.4 | 584.4 | 503.0 | 81.4 | 690.1 | 623.9 | 66.2 | |||
| Financial result | ||||||||||||
| Financial income | 111.7 | 81.3 | 30.4 | 61.6 | 57.9 | 3.7 | 163.3 | 149.5 | 13.8 | |||
| Financial expenses | (469.7) | (506.2) | 36.5 | (395.2) | (247.9) | (147.3) | (440.5) | (365.3) | (75.2) | |||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
13.3 | 13.5 | (0.2) | (12.2) | (12.1) | (0.1) | 4.4 | 4.5 | (0.1) | |||
|
Income before income and social contribution taxes |
455.1 | 140.1 | 315.0 | 238.4 | 300.9 | (62.4) | 417.3 | 412.6 | 4.7 | |||
|
Provision for income and social contribution taxes |
||||||||||||
| Current | (290.2) | (94.5) | (195.7) | (118.2) | (111.8) | (6.4) | (154.8) | (163.7) | 9.0 | |||
| Deferred | 187.7 | 55.2 | 132.5 | 5.4 | (7.9) | 13.3 | 83.3 | 77.8 | 5.4 | |||
| Tax incentives | 43.6 | 16.0 | 27.6 | 11.7 | 9.1 | 2.7 | 44.6 | 15.1 | 29.6 | |||
| Net effect of the cessation of depreciation¹ | 65.0 | - | 65.0 | - | - | - | - | - | - | |||
| Net income (loss) | 461.2 | 116.8 | 344.3 | 137.4 | 190.2 | (52.8) | 390.4 | 341.7 | 48.7 | |||
| Net income attributable to: | ||||||||||||
| Shareholders of the Company | 452.3 | 107.9 | 344.3 | 132.2 | 184.9 | (52.8) | 380.2 | 331.5 | 48.7 | |||
| Non-controlling interests in subsidiaries | 8.9 | 8.9 | - | 5.3 | 5.3 | - | 10.3 | 10.3 | - | |||
| Adjusted EBITDA | 1,312.9 | 898.9 | 414.1 | 996.3 | 760.5 | 235.7 | 1,187.2 | 948.8 | 238.5 | |||
| Non-recurring items | ||||||||||||
| Extemporaneous tax credits (Oxiteno) | (62.4) | - | (62.4) | - | - | - | - | - | - | |||
|
Capital gain from the sale of ConectCar (Ipiranga) |
- | - | - | - | - | - | (76.5) | (76.5) | - | |||
| Results from disposal of assets (Ipiranga) | (25.9) | (25.9) | - | (5.8) | (5.8) | - | (52.0) | (52.0) | - | |||
| Extemporaneous tax credits (Ipiranga) | - | - | - | - | - | - | (42.2) | (42.2) | - | |||
| Impairment (Extrafarma) | - | - | - | - | - | - | 32.9 | - | 32.9 | |||
| Recurring Adjusted EBITDA | 1,224.6 | 872.9 | 351.7 | 990.5 | 754.8 | 235.7 | 1,049.4 | 778.1 | 271.3 | |||
| Depreciation and amortization² | 451.8 | 333.9 | 117.9 | 380.9 | 269.7 | 111.2 | 445.5 | 320.3 | 125.2 | |||
| Cash flow hedge bonds | 48.1 | - | 48.1 | 43.3 | - | 43.3 | 47.2 | - | 47.2 | |||
| Total investments³ | 382.5 | 304.5 | 78.0 | 293.8 | 252.9 | 40.9 | 716.1 | 579.7 | 136.3 | |||
| Ratios | ||||||||||||
| Earnings per share (R$) | 0.41 | 0.10 | 0.32 | 0.12 | 0.17 | (0.05) | 0.36 | 0.31 | 0.04 | |||
| Net debt / LTM Adjusted EBITDA4 | 3.07 | n/a | n/a | 3.31 | n/a | n/a | 2.88 | n/a | n/a | |||
| Gross margin (%) | 6.1% | 4.7% | 24.2% | 7.2% | 5.6% | 24.8% | 6.0% | 4.8% | 21.1% | |||
| Operating margin (%) | 2.3% | 1.8% | 9.8% | 2.4% | 2.3% | 4.2% | 2.0% | 2.0% | 2.6% | |||
| Adjusted EBITDA margin (%) | 3.9% | 2.9% | 16.3% | 4.2% | 3.5% | 12.3% | 3.5% | 3.0% | 9.5% | |||
| Recurring Adjusted EBITDA margin (%) | 3.6% | 2.8% | 13.9% | 4.1% | 3.4% | 12.3% | 3.0% | 2.4% | 10.8% | |||
| Number of employees | 16,643 | 9,033 | 7,610 | 16,304 | 8,483 | 7,821 | 16,442 | 8,858 | 7,584 | |||
| ¹ As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5, with an effect of R$ 65 million in 1Q22 |
| ² Includes amortization with contractual assets with customers – exclusive rights |
| ³ Includes property, plant and equipment and additions to intangible assets, contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, financing of clients and rental advances (net of repayments) and acquisition of shareholdings |
| 4 LTM adjusted EBITDA does not include impairment of Extrafarma and capital gain from the sale of ConectCar for 4Q21 and 1Q22 |
|
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| ULTRAPAR | |||||
| CASH FLOWS | |||||
| In million of Reais |
JAN - MAR 2022 |
JAN - MAR 2021 Re-presented |
|||
| Cash flows from operating activities | |||||
| Net income - continuing operations |
116.8 | 190.2 | |||
| Adjustments to reconcile net income to cash provided by operating activities | |||||
| Share of loss (profit) of subsidiaries, joint ventures and associates | (13.5) | 12.1 | |||
| Amortization of contractual assets with customers - exclusive rights and right-of-use assets | 158.2 | 112.6 | |||
| Depreciation and amortization | 177.5 | 159.0 | |||
| Interest and foreign exchange rate variations | 181.9 | 218.1 | |||
| Current and deferred income and social contribution taxes | 23.3 | 110.7 | |||
| (Gain) loss on disposal of property, plant and equipment and intangibles | (25.1) | (8.4) | |||
| Equity instrument granted | 3.9 | 3.0 | |||
| Provision for decarbonization - CBios | 126.3 | 32.6 | |||
| Other provisions and adjustments | (11.0) | (5.3) | |||
| 738.3 | 824.5 | ||||
| (Increase) decrease in assets | |||||
| Trade receivables and reseller financing | (513.1) | (355.3) | |||
| Inventories | (324.3) | (453.2) | |||
| Recoverable taxes | (60.7) | (122.8) | |||
| Other assets | (14.4) | (49.8) | |||
| Increase (decrease) in liabilities | |||||
| Trade payables | (519.6) | 196.3 | |||
| Salaries and related charges | (62.5) | (36.7) | |||
| Tax obligations | 22.7 | 54.7 | |||
| Other liabilities | (39.7) | (28.3) | |||
| CBios acquisition | (201.9) | (20.8) | |||
| Payments of contractual assets with customers - exclusive rights | (124.7) | (35.9) | |||
| Income and social contribution taxes paid | (85.8) | (80.9) | |||
| Net cash provided by (used in) operating activities - continuing operations |
(1,185.8) | (108.0) | |||
| Net cash provided by (used in) operating activities - discontinued operations |
2.7 | 236.4 | |||
| Net cash provided by (used in) operating activities |
(1,183.1) | 128.4 | |||
| Cash flows from investing activities | |||||
| Financial investments, net of redemptions | 888.6 | 1,630.7 | |||
| Acquisition of property, plant and equipment | (210.5) | (236.0) | |||
| Proceeds from disposal of investments and assets | 33.0 | 19.8 | |||
| Capital increase in joint ventures | (3.0) | (15.0) | |||
| Transactions with discontinued operations | 996.3 | - | |||
| Net cash provided by (used in) investing activities - continuing operations |
1,704.4 | 1,399.5 | |||
| Net cash provided by (used in) investing activities - discontinued operations |
231.5 | 47.9 | |||
| Net cash provided by (used in) investing activities |
1,936.0 | 1,447.4 | |||
| Cash flows from financing activities | |||||
| Loans and debentures | |||||
| Proceeds | - | 449.5 | |||
| Repayments | (4.7) | (0.1) | |||
| Interest paid | (233.1) | (45.2) | |||
| Payments of leases¹ | (106.9) | (95.7) | |||
| Dividends paid | (185.4) | (477.4) | |||
| Capital increase | 21.5 | - | |||
| Related parties | 0.0 | (5.1) | |||
| Net cash provided by (used in) financing activities - continuing operations |
(508.5) | (174.1) | |||
| Net cash provided by (used in) financing activities - discontinued operations |
(153.9) | (144.6) | |||
| Net cash provided by (used in) financing activities |
(662.4) | (318.7) | |||
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations |
(37.7) | 10.9 | |||
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations |
(19.3) | 3.7 | |||
| Effect of exchange rate changes on cash and cash equivalents in foreign currency |
(57.0) | 14.6 | |||
| Increase (decrease) in cash and cash equivalents - continuing operations |
(27.5) | 1,128.3 | |||
| Increase (decrease) in cash and cash equivalents - descontinued operations |
61.0 | 143.4 | |||
| Increase (decrease) in cash and cash equivalents |
33.4 | 1,271.7 | |||
| Cash and cash equivalents at the beginning of the period |
2,668.1 | 2,661.5 | |||
| Cash and cash equivalents at the end of the period - continuing operations |
2,252.5 | 3,933.2 | |||
| Cash and cash equivalents at the end of the period - descontinued operations |
449.0 | - | |||
| Cash and cash equivalents at the end of the period |
2,701.5 | 3,933.2 | |||
| Transactions without cash effect: | |||||
| Addition on right to use assets and leases payable | 187.8 | 43.4 | |||
| Addition on contractual assets with costumers - exclusive rights | 53.8 | 72.2 | |||
| Reversion fund - private pension | 3.1 | - | |||
| Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 0.7 | 1.4 | |||
| ¹ Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q22 and 1Q21, respectively |
|
|
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| ULTRAGAZ | ||||||
| CONSOLIDATED BALANCE SHEET | ||||||
| In million of Reais | MAR 22 | MAR 21 | DEC 21 | |||
| OPERATING ASSETS | ||||||
| Trade receivables | 540.0 | 398.5 | 493.8 | |||
| Non-current trade receivables | 29.2 | 32.0 | 31.7 | |||
| Inventories | 192.3 | 158.4 | 184.8 | |||
| Taxes | 97.5 | 87.1 | 87.6 | |||
| Escrow deposits | 208.5 | 220.3 | 217.4 | |||
| Other | 81.7 | 81.9 | 71.1 | |||
| Right to use assets | 114.2 | 105.2 | 92.2 | |||
| Property, plant and equipment / Intangibles | 1,227.4 | 1,084.2 | 1,205.3 | |||
| TOTAL OPERATING ASSETS | 2,490.7 | 2,167.7 | 2,383.9 | |||
| OPERATING LIABILITIES | ||||||
| Suppliers | 174.2 | 101.5 | 154.4 | |||
| Salaries and related charges | 78.0 | 68.7 | 87.2 | |||
| Taxes | 18.5 | 16.0 | 15.9 | |||
| Judicial provisions | 122.9 | 129.3 | 122.2 | |||
| Leases payable | 152.0 | 144.7 | 130.3 | |||
| Other | 55.7 | 68.6 | 44.9 | |||
| TOTAL OPERATING LIABILITIES | 601.4 | 528.8 | 554.9 | |||
| CONSOLIDATED INCOME STATEMENT |
||||||
| In million of Reais | 1Q22 | 1Q21 | 4Q21 | |||
| Net revenues | 2,639.3 | 2,037.8 | 2,681.7 | |||
| Cost of products sold | (2,323.0) | (1,811.9) | (2,346.3) | |||
| Gross profit | 316.3 | 225.9 | 335.4 | |||
| Operating expenses | ||||||
| Selling | (123.1) | (96.2) | (129.9) | |||
| General and administrative | (54.7) | (50.5) | (51.3) | |||
| Other operating income | 4.3 | 5.6 | 0.7 | |||
| Gain (loss) on disposal of property, plant and equipment and intangibles | (0.7) | 2.6 | (0.4) | |||
| Operating income (loss) | 142.0 | 87.4 | 154.4 | |||
| Share of profit of subsidiaries, joint ventures and associates | (0.0) | 0.0 | (0.1) | |||
| Adjusted EBITDA | 213.1 | 150.2 | 222.0 | |||
| Depreciation and amortization¹ | 71.1 | 62.8 | 67.8 | |||
| Ratios | ||||||
| Gross margin (R$/ton) | 793 | 557 | 805 | |||
| Operating margin (R$/ton) | 356 | 216 | 371 | |||
| Adjusted EBITDA margin (R$/ton) | 534 | 370 | 533 | |||
| Number of employees | 3,421 | 3,445 | 3,387 | |||
| ¹ Includes amortization with contractual assets with customers - exclusive rights |
|
|
![]() |
| ULTRACARGO | ||||||
| CONSOLIDATED BALANCE SHEET | ||||||
| In million of Reais | MAR 22 | MAR 21 | DEC 21 | |||
| OPERATING ASSETS | ||||||
| Trade receivables | 15.2 | 30.4 | 18.3 | |||
| Inventories | 9.0 | 7.9 | 8.8 | |||
| Taxes | 15.3 | 25.6 | 15.8 | |||
| Other | 20.3 | 30.8 | 20.3 | |||
| Right to use assets | 581.2 | 472.7 | 491.1 | |||
| Property, plant and equipment / Intangibles / Investments | 1,699.8 | 1,535.9 | 1,710.4 | |||
| TOTAL OPERATING ASSETS | 2,340.8 | 2,103.3 | 2,264.8 | |||
| OPERATING LIABILITIES | ||||||
| Suppliers | 33.0 | 43.5 | 42.1 | |||
| Salaries and related charges | 34.8 | 34.2 | 45.9 | |||
| Taxes | 7.2 | 8.9 | 7.8 | |||
| Judicial provisions | 10.0 | 10.2 | 9.5 | |||
| Leases payable | 505.4 | 416.7 | 442.7 | |||
| Other¹ | 54.1 | 69.0 | 56.7 | |||
| TOTAL OPERATING LIABILITIES | 644.5 | 582.5 | 604.6 | |||
| ¹ Includes the long term obligations with clients account | ||||||
| CONSOLIDATED INCOME STATEMENT |
||||||
| In million of Reais | 1Q22 | 1Q21 | 4Q21 | |||
| Net revenues | 197.4 | 172.0 | 187.4 | |||
| Cost of services provided | (83.7) | (68.8) | (77.7) | |||
| Gross profit | 113.7 | 103.3 | 109.7 | |||
| Operating expenses | ||||||
| Selling | (3.9) | (2.0) | (2.9) | |||
| General and administrative | (26.6) | (31.7) | (33.2) | |||
| Other operating income | (1.3) | (0.8) | (0.2) | |||
| Gain (loss) on disposal of property, plant and equipment and intangibles | (0.1) | 0.1 | (1.8) | |||
| Operating income (loss) | 81.9 | 68.7 | 71.7 | |||
| Share of profit of subsidiaries, joint ventures and associates | (0.5) | 0.5 | (0.1) | |||
| Adjusted EBITDA | 113.9 | 92.5 | 101.2 | |||
| Depreciation and amortization | 32.5 | 23.3 | 29.6 | |||
| Ratios | ||||||
| Gross margin (%) | 57.6% | 60.0% | 58.6% | |||
| Operating margin (%) | 41.5% | 40.0% | 38.3% | |||
| Adjusted EBITDA margin (%) | 57.7% | 53.8% | 54.0% | |||
| Number of employees | 853 | 917 | 870 | |||
|
|
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| OXITENO | ||||||
| CONSOLIDATED BALANCE SHEET | ||||||
| In million of Reais | MAR 22 | MAR 21 | DEC 21 | |||
| OPERATING ASSETS | ||||||
| Trade receivables | 1,013.2 | 869.5 | 994.2 | |||
| Inventories | 1,655.0 | 1,238.5 | 1,671.7 | |||
| Taxes | 774.5 | 693.4 | 655.1 | |||
| Other | 65.6 | 148.1 | 62.1 | |||
| Right to use assets | 26.4 | 43.6 | 31.9 | |||
| Property, plant and equipment / Intangibles / Investments | 2,740.9 | 2,979.8 | 2,967.3 | |||
| TOTAL OPERATING ASSETS | 6,275.6 | 5,972.9 | 6,382.3 | |||
| OPERATING LIABILITIES | ||||||
| Suppliers | 864.7 | 984.9 | 1,219.0 | |||
| Salaries and related charges | 111.9 | 111.9 | 176.9 | |||
| Taxes | 64.8 | 50.3 | 54.0 | |||
| Judicial provisions | 50.7 | 33.4 | 36.1 | |||
| Leases payable | 28.6 | 48.7 | 34.5 | |||
| Other | 35.5 | 56.1 | 84.1 | |||
| TOTAL OPERATING LIABILITIES | 1,156.2 | 1,285.2 | 1,604.6 | |||
| CONSOLIDATED INCOME STATEMENT |
||||||
| In million of Reais | 1Q22 | 1Q21 | 4Q21 | |||
| Net revenues | 2,039.3 | 1,436.4 | 2,012.5 | |||
| Cost of products sold | (1,580.0) | (1,104.9) | (1,631.4) | |||
| Gross profit | 459.3 | 331.5 | 381.1 | |||
| Operating expenses | ||||||
| Selling | (105.7) | (100.7) | (133.1) | |||
| General and administrative | (93.0) | (122.8) | (131.4) | |||
| Other operating income | 10.3 | 1.5 | 4.1 | |||
| Gain (loss) on disposal of property, plant and equipment and intangibles | 0.4 | 0.3 | (1.1) | |||
| Operating income (loss) | 271.3 | 109.8 | 119.8 | |||
| Share of profit of subsidiaries, joint ventures and associates | (0.2) | (0.1) | (0.1) | |||
| Adjusted EBITDA | 396.2 | 226.9 | 251.5 | |||
| Non-recurring items | ||||||
| Extemporaneous tax credits | (62.4) | - | - | |||
| Recurring Adjusted EBITDA | 333.9 | 226.9 | 251.5 | |||
| Depreciation and amortization | 77.1 | 73.9 | 84.6 | |||
| Cash flow hedge from bonds | 48.1 | 43.3 | 47.2 | |||
| Ratios | ||||||
| Gross margin (US$/ton) | 497 | 335 | 357 | |||
| Operating margin (US$/ton) | 293 | 111 | 112 | |||
| Adjusted EBITDA margin (US$/ton) | 428 | 229 | 236 | |||
| Recurring Adjusted EBITDA margin (US$/ton) | 361 | 229 | 236 | |||
| Number of employees | 1,870 | 1,873 | 1,871 | |||
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| IPIRANGA | ||||||
| CONSOLIDATED BALANCE SHEET | ||||||
| In million of Reais | MAR 22 | MAR 21 | DEC 21 | |||
| OPERATING ASSETS | ||||||
| Trade receivables | 3,922.1 | 2,903.6 | 3,453.5 | |||
| Non-current trade receivables | 463.1 | 436.0 | 447.5 | |||
| Inventories | 4,039.4 | 2,580.4 | 3,725.1 | |||
| Taxes | 1,979.5 | 1,495.9 | 2,001.3 | |||
| Contractual assets with customers - exclusive rights | 2,140.1 | 1,756.2 | 2,075.1 | |||
| Other | 491.4 | 508.3 | 485.2 | |||
| Right to use assets | 1,035.5 | 1,090.0 | 1,032.2 | |||
| Property, plant and equipment / Intangibles / Investments | 3,978.6 | 3,572.2 | 3,765.0 | |||
| TOTAL OPERATING ASSETS | 18,049.6 | 14,342.6 | 16,984.9 | |||
| OPERATING LIABILITIES | ||||||
| Suppliers | 5,031.6 | 3,162.0 | 5,513.9 | |||
| Salaries and related charges | 111.1 | 92.8 | 134.8 | |||
| Post-employment benefits | 207.6 | 265.0 | 208.5 | |||
| Taxes | 219.1 | 242.6 | 198.0 | |||
| Judicial provisions | 298.9 | 301.2 | 358.8 | |||
| Leases payable | 759.0 | 754.6 | 735.8 | |||
| Other | 392.9 | 323.6 | 292.1 | |||
| TOTAL OPERATING LIABILITIES | 7,020.2 | 5,141.8 | 7,442.1 | |||
| CONSOLIDATED INCOME STATEMENT |
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| In million of Reais | 1Q22 | 1Q21 | 4Q21 | |||
| Net revenues | 28,670.0 | 19,845.0 | 29,060.1 | |||
| Cost of products and services sold | (27,629.8) | (18,947.8) | (28,003.6) | |||
| Gross profit | 1,040.1 | 897.2 | 1,056.5 | |||
| Operating expenses | ||||||
| Selling | (374.0) | (305.4) | (404.4) | |||
| General and administrative | (178.9) | (181.7) | (301.7) | |||
| Other operating income | (110.3) | (19.8) | 15.5 | |||
| Gain (loss) on disposal of property, plant and equipment and intangibles | 25.9 | 5.8 | 128.4 | |||
| Operating income (loss) | 402.7 | 396.0 | 494.3 | |||
| Share of profit of subsidiaries, joint ventures and associates | 1.2 | (6.5) | 0.4 | |||
| Adjusted EBITDA | 619.5 | 563.0 | 703.8 | |||
| Non-recurring items | ||||||
| Capital gain from the sale of ConectCar | - | - | (76.5) | |||
| Results from disposal of assets | (25.9) | (5.8) | (52.0) | |||
| Extemporaneous tax credits | - | - | (42.2) | |||
| Recurring Adjusted EBITDA | 593.6 | 557.2 | 533.1 | |||
| Depreciation and amortization¹ | 215.6 | 173.4 | 209.1 | |||
| Ratios | ||||||
| Gross margin (R$/m³) | 194 | 167 | 186 | |||
| Operating margin (R$/m³) | 75 | 74 | 87 | |||
| Adjusted EBITDA margin (R$/m³) | 115 | 105 | 124 | |||
| Recurring Adjusted EBITDA margin (R$/m³) | 110 | 104 | 94 | |||
| Number of service stations | 7,131 | 7,107 | 7,104 | |||
| Number of employees | 4,064 | 3,626 | 4,008 | |||
| ¹ Includes amortization with contractual assets with customers - exclusive rights |
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|
EXTRAFARMA BALANCE SHEET |
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| In million of Reais | MAR 22 | MAR 21 | DEC 21 | |||
| OPERATING ASSETS | ||||||
| Trade receivables | 115.1 | 40.7 | 35.7 | |||
| Inventories | 548.6 | 506.6 | 578.2 | |||
| Taxes | 89.8 | 241.4 | 77.6 | |||
| Other | 38.7 | 28.2 | 30.3 | |||
| Right to use assets | 317.1 | 378.2 | 318.2 | |||
| Property, plant and equipment / Intangibles | 221.7 | 476.5 | 239.8 | |||
| TOTAL OPERATING ASSETS | 1,330.9 | 1,671.6 | 1,279.8 | |||
| OPERATING LIABILITIES | ||||||
| Suppliers | 180.2 | 184.7 | 225.5 | |||
| Salaries and related charges | 46.9 | 42.4 | 45.8 | |||
| Taxes | 16.1 | 19.7 | 15.7 | |||
| Judicial provisions | 2.9 | 9.6 | 2.9 | |||
| Leases payable | 381.4 | 390.5 | 379.2 | |||
| Other | 13.1 | 17.8 | 15.6 | |||
| TOTAL OPERATING LIABILITIES | 640.6 | 664.6 | 684.8 | |||
| INCOME STATEMENT |
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| In million of Reais | 1Q22 | 1Q21 | 4Q21 | |||
| Gross revenues | 529.0 | 517.2 | 527.7 | |||
| Sales returns, discounts and taxes | (28.3) | (27.4) | (27.9) | |||
| Net revenues | 500.7 | 489.8 | 499.8 | |||
| Cost of products and services sold | (346.3) | (345.9) | (352.2) | |||
| Gross profit | 154.4 | 143.8 | 147.6 | |||
| Operating expenses | (169.1) | (167.5) | (161.5) | |||
| Other operating income | (1.4) | (1.5) | (1.0) | |||
| Gain (loss) on disposal of property, plant and equipment and intangibles | (2.9) | (0.6) | (0.2) | |||
| Impairment | - | - | (32.9) | |||
| Operating income (loss) | (19.0) | (25.8) | (48.1) | |||
| EBITDA | 20.6 | 11.5 | (9.0) | |||
| Non-recurring items | ||||||
| Impairment | - | - | 32.9 | |||
| Recurring Adjusted EBITDA | 20.6 | 11.5 | 23.9 | |||
| Depreciation and amortization | 39.6 | 37.3 | 39.1 | |||
| Ratios¹ | ||||||
| Gross margin (%) | 29.2% | 27.8% | 28.0% | |||
| Operating margin (%) | (3.6%) | (5.0%) | (9.1%) | |||
| EBITDA margin (%) | 3.9% | 2.2% | (1.7%) | |||
| Recurring Adjusted EBITDA margin (%) | 3.9% | 2.2% | 4.5% | |||
| Number of stores | 399 | 402 | 399 | |||
| Number of employees | 5,740 | 5,948 | 5,713 | |||
| ¹ Calculated based on gross revenues |
ULTRAPAR PARTICIPAÇÕES S.A.
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CNPJ Nr. 33.256.439/0001-39 |
NIRE 35.300.109.724 |
Date, Hour and Place:
May 11, 2022, at 2:30 p.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, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; and (vi) in relation to item 1 below, the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz, the directors of Ipiranga Produtos de Petróleo S.A., Mr. Carlos Frederico Resende and Ms. Cristiane Silva Leite and Chief Executive Officer of Imifarma Produtos Farmacêuticos e Cosméticos S.A., Mr. Marcelo Bazzali.
Matters discussed and resolutions:
The payment will be made as of August 10, 2022, proportionally to the shareholding position of each investor, with withholding of income tax, except for corporate shareholders that are proven to be immune or exempt, each shareholder being entitled to the net amount of R$ 0.35060 per share.
The record dates for the payment of the interest on equity will be May 23, 2022 in Brazil and May 25, 2022 in the United States of America. The Company’s shares will be traded “ex-interest on equity” on B3 S.A. – Brasil, Bolsa e Balcão and on the New York Stock Exchange from and including May 24, 2022 onwards.
(a)Total Amount of the Issuance and Quantity of Debentures: Initially, 1,200,000 (one million and two hundred thousand) Debentures will be issued all with unit par value of R$ 1,000.00 (one thousand Reais), on the date of issue, as defined in the Indenture (“Issuance Date”). The amount of Debentures may be reduced, observing the Minimum Amount (as defined below), within the limit of the final demand of the respective Certificates of Agribusiness Receivables (“CRA”) to which the Debentures will be linked, without the need for a General Meeting of Debenture Holders or a new corporate approval by the Issuer and/or the Guarantor, provided that such change is duly formalized before the date of payment, upon the execution of an amendment to the Indenture and compliance with the formalities described therein. The total amount of the Issuance is up to R$ 1,200,000,000.00 (one billion and two hundred million Reais), on the Issuance Date (as defined below), and such amount may be reduced, subject to the Minimum Amount, subject to the Indenture (“Total Issuance Amount”). The amount of Debentures and the Total Issuance Amount may be reduced, considering the Bookbuilding Procedure (as defined below), with the consequent cancellation of unpaid Debentures. Such reduction in the amount of Debentures and the Total Issuance Amount, as applicable, will be formalized by means of an amendment to the Indenture, without the need for additional corporate resolution by the Issuer, approval by the General Meeting of Debenture Holders and/or approval by the General Meeting of CRA Holders, to formalize the number of Debentures effectively subscribed and paid, observing the provisions of the Indenture and the Securitization Term and, also observing the minimum amount equivalent to R$ 1,000,000,000.00 (one billion Reais), corresponding to 1,000,000 (one million) Debentures (“Minimum Amount”);
(b)Binding to the Issuance of CRA: After the subscription of the Debentures, considering the fiduciary regime stablished by the Securitization Company, all amounts due to the Securitization Company as a consequence of the Debentures shall be bound to the single series of the 72nd (seventy-second) issuance of CRA of the Securitization Company, in the scope of securitization of credits of the agribusiness, as provided by Law No. 11,076, of December 30, 2004, Law No. 9,514, of November 20, 1997, as amended, Provisional Measure No. 1,103, of March 15, 2022, while in force (“MP 1,103”), CVM Instruction 400, CVM Instruction 600 or in CVM Resolution 60, of December 23, 2022, (“CVM Resolution 60”) and in terms of the “Securitization Term of Credit Rights of Agribusiness for the issuance of Real Estate Receivable of Agribusiness of the single series of the 72nd Issuance of VERT Companhia Securitizadora Backed by Credits of Agribusiness Due by Ipiranga Produtos de Petróleo S.A." to be entered into between the Securitization Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários (“CRA Trustee” and “Securitization Term”, respectively);
(c)Unit Par Value: The unit par value of the Debentures will be of R$ 1,000.00 (one thousand Reais) in the Issuance Date (“Unit Par Value”);
(d)Adjustment of the Unit Par Value: The Unit Par Value of the Debentures or their balance, as the case may be, shall be monetarily adjusted every month, exponentially and pro rata temporis for Business Days, as of the first Date of Payment (as defined below) (inclusive) until the date of actual payment, by the accumulated variation of the Broad National Consumer Price Index, calculated and published by the Brazilian Institute of Geography and Statistics (“IPCA”), as per calculation provided in the Indenture (“Monetary Adjustment”), being the product of the Monetary Adjustment automatically incorporated into the Unit Par Value or balance of the Unit Par Value of the Debentures, as the case may be, automatically (“Adjusted Unit Par Value”);
(e)Amortization of the Debentures: The Adjusted Unit Par Value of the Debentures will be redeemed by the Issuer, in three consecutive installments, at the end of the 8th (eighth), 9th (ninth) and 10th (tenth) year counted from the Issuance Date, according to the percentages and dates provided in the table in Exhibit I of the Indenture, except for the events of early maturity of the Debentures, redemption resulting from the Early Redemption Offer and Optional Early Redemption, pursuant to the Indenture;
(f)Term and Maturity Date: The maturity date of the Debentures will be defined in the Indenture (“Maturity Date”), except for the events of early maturity of the Debentures, redemption resulting from the Early Redemption Offer (provided that the entirety of the Debentures is redeemed) and Optional Early Redemption, pursuant to the Indenture;
(g)Compensation of the Debentures: On the Adjusted Unit Par Value of the Debentures, there will be remunerative interest equivalent to a certain percentage per year, based on 252 (two hundred and fifty-two) Business Days, to be defined in the procedure for collecting investment intentions to be conducted by the Coordinators, in the terms of article 23, paragraphs 1 and 2, and articles 44 and 45 of the CVM Instruction 400 (“Bookbuilding Procedure”), and, in any case, limited to (i) internal rate of return of the IPCA+ Treasury Public Bond with semiannual interest (NTN-B), maturing in 2030, published by ANBIMA on its page on the World Wide Web (www.anbima.com.br), to be determined at the closing of the Business Day immediately prior to the date of completion of the Bookbuilding Procedure, exponentially increased by a surcharge of 0.40% (point forty percent) per year, based on 252 (two hundred and fifty-two) Business Days; or (ii) 5.80% (five point eighty percent) per year, based on 252 (two hundred and fifty-two) Business Days, between items (i) and (ii) whichever is greater on the Business Day immediately prior to the Bookbuilding Procedure Date, calculated exponentially and cumulatively pro rata temporis for elapsed Business Days ("Compensation of the Debentures"), during each Capitalization Period (as defined below), in accordance with the formula provided for in the Indenture;
(h)Payment of the Compensation of the Debentures: The Compensation of the Debentures shall be done semiannually, according to the table to be inserted in Exhibit I to the Indenture;
(i)Default Charges: Without prejudice of the Monetary Adjustment and the Compensation of the Debentures, upon payment delay of any pecuniary obligations related to the Debentures, the overdue and unpaid debts shall be increased by interest on arrears of one percent (1%) per month, calculated pro rata temporis, from the date of default to the effective payment date, as well as a non-compensatory fine of two percent (2%) on the amount due, regardless of any warning, notice, notification or judicial or extrajudicial notifications (“Default Charges”); and
(j)Other characteristics: will be defined in the Indenture.
4.1.The Board of Directors authorized the provision of guarantee, by the Company, in relation to the current and future, main and ancillary obligations, including, but not limited to, Compensation of the Debentures and Default Charges, to be undertaken by Ipiranga under the Issuance (“Guarantee”), which shall be valid in all its terms until the full payment of the secured obligations (under the Indenture). The Guarantee shall be irrevocably and irreversibly provided, and the Company undertakes the condition of guarantor and main payer, jointly and severally liable with Ipiranga, for the full payment on time of the total debt amount represented by the Debentures, plus the relevant compensation and applicable Default Charges, as well as the other pecuniary obligations provided in the Indenture. The Guarantee may be executed and demanded by the holder of the Debentures, on a judicial or extrajudicial basis, whenever necessary to ensure the full settlement of the secured obligations. The Company expressly waives the benefits of order, rights and powers of exemption of any nature provided for in articles 333, sole paragraph, 364, 366, 827, 830, 834, 835, 837, 838 and 839 of Law No. 10,406, of January 10 of 2002, as amended ("Civil Code"), and in articles 130 and 794, caput, of Law 13,105, of March 16, 2015, as amended ("Civil Procedure Code").
4.2.The Company's Board of Executive Officers and the Board of Executive Officers of Ipiranga are hereby authorized to take any measures or formalities necessary and/or convenient to the implementation of the Issuance of the Debentures, the provision of Guarantee and/or the issue of the CRA, including, but not limited to: (a) negotiation of terms and conditions and execution of the “Instrument of Deed of the 11th (Eleventh) Issuance of Debentures, Non-convertible into Shares, in a Single Series, Unsecured, with Personal Guarantee, for Private Placement, of Ipiranga Produtos de Petróleo S.A.” (“Indenture”), the “Agreement for the Coordination, Placement and Public Distribution of Certificates of Agribusiness Receivables, under the Firm Placement Guarantee Regime, of the single Series of the 72nd Issuance of VERT Companhia Securitizadora Backed by Agribusiness Credits due by Ipiranga Produtos de Petróleo S.A.”, to be entered into between the Company, the Guarantor, the Securitization Company, Banco Itaú BBA S.A. (“Itaú BBA” or “Lead Coordinator”), Banco Santander (Brazil) S.A. (“Santander”), XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”), Banco BTG Pactual S.A. (“BTG Pactual”) and UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., (“UBS BB”, and, together with the Lead Coordinator, Santander, XP Investimentos and BTG Pactual, “Coordinators” and "Distribution Agreement", respectively) and its amendments; (b) negotiation of terms and conditions of the Guarantee, including regarding the waivers of certain legal rights of the Company, set forth in the draft of the indenture filed with the CVM on March 18, 2021; and (c) other ancillary acts, such as hedging, hiring or remunerating all service providers for the Issuance and/or the issue of CRA, including, but not limited to, Securitization Company, trustee, custodian, bookkeeper, rating agency, settling Bank, legal counsel, separate equity accountant, market maker and separate equity auditor.
4.3.The Directors ratified all acts already practiced in the name of Ipiranga and of the Company related to the resolutions above.
Notes: The resolutions 1 to 3 were approved, with no amendments or qualifications, by all the Board members present. Ms. Ana Paula Vitali Janes Vescovi declared herself conflicted to vote on resolution 4, having been absent from this part of the meeting and not participating in the discussions on the topic.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present. Signatures: Pedro Wongtschowski – Chairman; Frederico Pinheiro Fleury Curado – Vice-Chairman; Ana Paula Vitali Janes Vescovi; Flávia Buarque de Almeida; Jorge Marques de Toledo Camargo; José Galló; José Luiz Alquéres; José Mauricio Pereira Coelho; Otávio Lopes Castello Branco Neto, in the capacity of Board members; and André Brickmann Areno, in the capacity of secretary of the Board of Directors.
I declare that this is a faithful copy of the minutes drawn up in the proper book.
André Brickmann Areno
Secretary of the Board of Directors

ULTRAPAR PARTICIPAÇÕES S.A.
Interest on equity
São Paulo, May 11, 2022 – Ultrapar Participações S.A. (B3: UGPA3; NYSE: UGP) informs that the Board of Directors, at the meeting held today, approved the early payment of interest on equity in the amount of R$ 450,000,000.00, equivalent to R$ 0.41247 per share. With income tax withholding at a rate of 15%, net interest will be R$ 0.35060 per share, except for corporate shareholders that are proven to be immune or exempt. The payment will be made as of August 10, 2022, without remuneration or monetary adjustment, proportionally to the shareholding position of each investor.
The total amount, net of taxes withheld at source, will be deducted from the amount of the minimum mandatory dividend referring to the year of 2022.
The record date that establishes the right to receive the interest on equity will be May 23, 2022 in Brazil, and May 25, 2022 in the United States. Therefore, from May 24, 2022 onwards, the shares will be traded "ex-interest on equity" on both the São Paulo Stock Exchange (B3) and the New York Stock Exchange (NYSE).
Rodrigo de Almeida Pizzinatto
Chief Financial and Investor Relations Officer
Ultrapar Participações S.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 11, 2022
| ULTRAPAR HOLDING INC. | |
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By: /s/ Rodrigo de Almeida Pizzinatto |
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Name: Rodrigo de Almeida Pizzinatto |
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Title: Chief Financial and Investor Relations Officer |
(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended March 31, 2022 and Report on Review of Interim Financial Information, 1Q22 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on May 11, 2022, and Notice to shareholders)