6-K 1 MainDocument.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549


  


Form 6-K



Report Of Foreign Private Issuer

 

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

 

The Securities Exchange Act Of 1934

 

For the month of August, 2024

 

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

​​​ITEM
Graphics

 

Ultrapar Participações S.A. and Subsidiaries Graphics

 

Table of Contents


Statements of financial position 8
Statements of income 10
Statements of comprehensive income 11
Statements of changes in equity 12
Statements of cash flows - indirect method 14
Statements of value added 16
1. Operations 17
2 Basis of preparation and presentation of individual and consolidated interim financial information 20
3. New accounting policies and changes in accounting policies 21
4. Cash and cash equivalents, financial investments, derivative financial instruments and other financial assets 21
5. Trade receivables, reseller financing and other receivables (Consolidated) 23
6. Inventories (Consolidated) 25
7. Recoverable taxes (Consolidated) 26
8. Related parties 27
9. Income and social contribution taxes 31
10. Contractual assets with customers - exclusivity rights (Consolidated) 34
11. Investments in subsidiaries, joint ventures and associates 35
12. Right-of-use assets and leases payable (Consolidated) 38
13. Property, plant, and equipment (Consolidated) 40
14. Intangible assets (consolidated) 41
15. Loans, financing, debentures and derivative financial instruments (Consolidated) 43
16. Trade payables (consolidated) 45
17. Employee benefits and private pension plan (Consolidated) 46
18. Provisions and contingent liabilities (Consolidated) 47
19. Subscription warrants – indemnification 49
20. Equity 50
21. Net revenue from sales and services (Consolidated) 51
22. Costs, expenses and other operating results by nature 51
23. Financial result 52
24. Earnings per share (Parent and Consolidated) 52
25. Segment information 53
26. Risks and financial instruments (Consolidated) 56
27. Commitments (Consolidated) 66
28. Acquisition of Interest and Control 66
29. Events after the reporting period 70


4




(Convenience Translation into English from the Original

Previously Issued in Portuguese)

 

Ultrapar Participações S.A.

Report on Review of Interim Financial Information for the

three and six-month Quarter Ended June 30, 2024

 

 

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

 

 

 



Graphics

Deloitte Touche Tohmatsu
Dr. Chucri Zaidan Avenue, 1.240 -
4th,  7th to 12th floors - Golden Tower
04711-130 - São Paulo - SP
Brazil


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


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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Ultrapar Participações S.A.

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended June 30, 2024, which comprises the statements of financial position as at June 30, 2024 and the related statements of income and comprehensive income for the three and six-month periods then ended, and of changes in equity and of cash flows for the six-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).


Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

 

Deloitte is a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax and related services. Our global network of member firms and related entities in more than 150 countries and territories (collectively, the “Deloitte organization”) serves four out of five Fortune Global 500® companies. Learn how Deloitte’s approximately 415,000 people make an impact that matters at www.deloitte.com.

 

© 2024. For information, contact Deloitte Global.









Graphics

Other matters

Statements of value added

The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the six-month period ended June 30, 2024, 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 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.

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

São Paulo, August 7, 2024

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

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position
As of June 30, 2024 and December 31, 2023
(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

777

 

412,840

 

3,830,731

 

5,925,688

Financial investments, derivative financial instruments and other financial assets

4.b

 

 

300,830

 

292,934

Trade receivables

5.a

 

 

4,052,453

 

3,921,790

Reseller financing

5.b

 

 

464,364

 

504,862

Trade receivables - sale of subsidiaries

5.c

219,910

 

208,487

 

219,910

 

924,364

Inventories

6

 

 

3,989,611

 

4,291,431

Recoverable taxes

7.a

1,050

 

1,050

 

1,497,160

 

1,462,269

Recoverable income and social contribution taxes

7.b

15,245

 

25,006

 

168,606

 

171,051

Dividends receivable

-

88,691

 

414,973

 

2,294

 

3,572

Other receivables

-

98,210

 

105,229

 

292,350

 

263,806

Prepaid expenses

-

10,128

 

4,617

 

151,206

 

99,922

Contractual assets with customers - exclusivity rights

10

 

 

776,588

 

787,206

Total current assets

 

434,011

 

1,172,202

 

15,746,103

 

18,648,895

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments, derivative financial instruments and other financial assets

4.b

2,608

 

295,637

 

3,297,928

 

951,941

Trade receivables

5.a

 

 

64,370

 

13,216

Reseller financing

5.b

 

 

627,001

 

550,641

Related parties

8.a

7,076

 

6,677

 

46,637

 

31,892

Deferred income and social contribution taxes

9.a

178,641

 

164,267

 

1,267,554

 

1,255,134

Recoverable taxes

7.a

74

 

75

 

2,452,407

 

2,741,370

Recoverable income and social contribution taxes

7.b

8,065

 

8,065

 

278,544

 

225,354

Escrow deposits

18.a

35

 

18

 

1,054,541

 

1,032,717

Indemnification asset - business combination

18.c

 

 

128,109

 

124,927

Other receivables and other assets

-

 

 

112,073

 

155,818

Prepaid expenses

-

19,073

 

13,752

 

61,879

 

73,387

Contractual assets with customers - exclusivity rights

10

 

 

1,432,427

 

1,475,302

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

11

13,703,000

 

12,322,055

 

1,598,676

 

318,356

Right-of-use assets, net

12

7,674

 

7,527

 

1,611,998

 

1,711,526

Property, plant and equipment, net

13

71,795

 

5,791

 

6,585,227

 

6,387,581

Intangible assets, net

14

270,079

 

270,658

 

1,974,696

 

2,553,917

Total non-current assets

 

14,268,120

 

13,094,522

 

22,594,067

 

19,603,079

Total assets

 

14,702,131

 

14,266,724

 

38,340,170

 

38,251,974

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


Ultrapar Participações S.A. and Subsidiaries Graphics

Statements of financial position

As of June 30, 2024 and December 31, 2023
(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Liabilities and equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

16.a

31,071

 

26,772

 

3,126,822

 

4,682,671

Trade payables - reverse factoring 

16.b

 

 

1,531,298

 

1,039,366

Loans, financing and derivative financial instruments

15

 

 

2,987,354

 

1,075,672

Debentures

15

 

 

427,452

 

917,582

Salaries and related charges

-

34,423

 

51,148

 

398,921

 

494,771

Taxes payable

-

493

 

1,457

 

127,889

 

168,730

Dividends payable

-

11,668

 

314,418

 

51,724

 

334,641

Income and social contribution taxes payable

-

82

 

 

301,131

 

551,792

Post-employment benefits

17.b

 

 

23,736

 

23,612

Provision for decarbonization credit

14.b

 

 

147,092

 

741,982

Provisions for tax, civil and labor risks

18.a

903

 

907

 

56,271

 

45,828

Leases payable

12.b

2,736

 

2,389

 

332,402

 

311,426

Financial liabilities of customers

-

 

 

135,396

 

157,615

Other payables

-

373

 

5,260

 

503,203

 

683,970

Total current liabilities

 

81,749

 

402,351

 

10,150,691

 

11,229,658

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

15

 

 

6,178,683

 

5,585,372

Debentures

15

 

 

4,109,680

 

4,189,391

Related parties

8.a

2,875

 

2,875

 

3,516

 

3,118

Deferred income and social contribution taxes

9.a

 

 

23,530

 

206

Post-employment benefits

17.b

1,668

 

1,506

 

250,298

 

241,211

Provisions for tax, civil and labor risks

18.a; 18.c

178,647

 

188,757

 

1,252,019

 

1,258,302

Leases payable

12.b

6,010

 

6,197

 

1,093,767

 

1,212,508

Financial liabilities of customers

-

 

 

109,097

 

151,319

Subscription warrants - indemnification

19

66,165

 

87,299

 

66,165

 

87,299

Provision for unsecured liabilities of subsidiaries, joint ventures and associates

11

59,346

 

55,712

 

302

 

256

Other payables

21,869

 

15,532

 

248,571

 

263,508

Total non-current liabilities

 

336,580

 

357,878

 

13,335,628

 

12,992,490

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

20.a

6,621,752

 

6,621,752

 

6,621,752

 

6,621,752

Equity instrument granted

20.b

81,491

 

75,925

 

81,491

 

75,925

Capital reserve

20.d

605,347

 

597,828

 

605,347

 

597,828

Treasury shares

20.c

(450,284)

 

(470,510)

 

(450,284)

 

(470,510)

Revaluation reserve of subsidiaries

20.d

3,714

 

3,802

 

3,714

 

3,802

Profit reserves

20.e

6,389,559

 

6,389,559

 

6,389,559

 

6,389,559

Retained earnings

-

869,486

 

 

869,486

 

Accumulated other comprehensive income

-

162,737

 

154,108

 

162,737

 

154,108

Additional dividends to the minimum mandatory dividends

 

134,031

 

 

134,031

Equity attributable to:

 

 

 

 

 

 

 

Shareholders of Ultrapar

14,283,802

 

13,506,495

 

14,283,802

 

13,506,495

Non-controlling interests in subsidiaries

11

 

 

570,049

 

523,331

Total equity

14,283,802

 

13,506,495

 

14,853,851

 

14,029,826

Total liabilities and equity 

14,702,131

 

14,266,724

 

38,340,170

 

38,251,974

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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of income
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais, except earnings per thousand shares)


 

 

Parent

 

Consolidated

 

Note

 

04/01/2024 to

 

01/01/2024 to

 

04/01/2023 to

 

01/01/2023 to

 

04/01/2024 to

 

01/01/2024 to

 

04/01/2023 to

 

01/01/2023 to

 

 

 

06/30/2024

 

06/30/2024

 

06/30/2023

 

06/30/2023

 

06/30/2024

 

06/30/2024

 

06/30/2023

 

06/30/2023

Net revenue from sales and services

21

 

 

 

 

 

32,343,947

 

62,739,849

 

29,592,540

 

60,144,293

Cost of products and services sold

22

 

 

 

 

 

(30,235,855)

 

(58,570,545)

 

(27,920,269)

 

(56,759,303)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit 

 

 

 

 

 

 

2,108,092

 

4,169,304

 

1,672,271

 

3,384,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

22

 

 

 

 

 

(644,129)

 

(1,213,129)

 

(523,782)

 

(1,034,750)

General and administrative

22

 

(12,177)

 

(24,765)

 

(25,457)

 

(31,544)

 

(513,502)

 

(954,302)

 

(469,239)

 

(923,166)

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

 

 

6

 

47

 

 

 

37,073

 

73,881

 

39,779

 

92,556

Other operating income (expenses), net

22

 

(3,363)

 

31,855

 

10

 

(162)

 

(88,242)

 

(226,029)

 

(205,996)

 

(339,206)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(15,534)

 

7,137

 

(25,447)

 

(31,706)

 

899,292

 

1,849,725

 

513,033

 

1,180,424

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

11

 

422,983

 

838,361

 

251,730

 

538,959

 

(8,013)

 

(11,097)

 

1,569

 

12,017

Amortization of fair value adjustments on associates acquisition

11

 

-

 

-

 

-

 

-

 

(1,682)

 

(1,682)

 

-

 

-

Total share of profit (loss) of subsidiaries, joint ventures and associates

 

 

422,983

 

838,361

 

251,730

 

538,959

 

(9,695)

 

(12,779)

 

1,569

 

12,017

Income before financial result and income and social contribution taxes

 

 

407,449

 

845,498

 

226,283

 

507,253

 

889,597

 

1,836,946

 

514,602

 

1,192,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

23

 

23,126

 

42,872

 

15,870

 

50,962

 

280,585

 

440,780

 

186,675

 

377,122

Financial expenses

23

 

(4,121)

 

(22,763)

 

(24,902)

 

(76,613)

 

(486,333)

 

(929,297)

 

(403,398)

 

(905,439)

Financial result, net

23

 

19,005

 

20,109

 

(9,032)

 

(25,651)

 

(205,748)

 

(488,517)

 

(216,723)

 

(528,317)

Income before income and social contribution taxes

 

 

426,454

 

865,607

 

217,251

 

481,602

 

683,849

 

1,348,429

 

297,879

 

664,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

 

(10,592)

 

(11,385)

 

(21,181)

 

(306,861)

 

(394,725)

 

(164,734)

 

(304,410)

Deferred

9.b

 

11,461

 

14,374

 

8,010

 

15,520

 

114,225

 

(7,045)

 

105,546

 

152,802

 

 

 

11,461

 

3,782

 

(3,375)

 

(5,661)

 

(192,636)

 

(401,770)

 

(59,188)

 

(151,608)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

437,915

 

869,389

 

213,876

 

475,941

 

491,213

 

946,659

 

238,691

 

512,516

Income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

 

 

437,915

 

869,389

 

213,876

 

475,941

 

437,915

 

869,389

 

213,876

 

475,941

Non-controlling interests in subsidiaries

11

 

 

 

 

 

53,298

 

77,270

 

24,815

 

36,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

24

 

0.3969

 

0.7895

 

0.1953

 

0.4346

 

0.3969

 

0.7895

 

0.1953

 

0.4346

Diluted

24

 

0.3912

 

0.7794

 

0.1937

 

0.4310

 

0.3912

 

0.7794

 

0.1937

 

0.4310

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


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of comprehensive income
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais)

 

 

Parent

 

Consolidated

 

Note

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

 

04/01/2023 to 06/31/2023

 

01/01/2023 to 06/30/2023

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

 

04/01/2023 to 06/30/2023

 

01/01/2023 to 06/30/2023

Net income for the period, attributable to shareholders of Ultrapar 

 

437,915

 

869,389

 

213,876

 

475,941

 

437,915

 

869,389

 

213,876

 

475,941

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

 

 

 

 

 

53,298

 

77,270

 

24,815

 

36,575

Net income for the period

 

437,915

 

869,389

 

213,876

 

475,941

 

491,213

 

946,659

 

238,691

 

512,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

20.f.1

405

 

8,629

 

(18,963)

 

(25,488)

 

405

 

8,629

 

(18,963)

 

(25,488)

Total comprehensive income for the period

 

438,320

 

878,018

 

194,913

 

450,453

 

491,618

 

955,288

 

219,728

 

487,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period attributable to shareholders of Ultrapar

 

438,320

 

878,018

 

194,913

 

450,453

 

438,320

 

878,018

 

194,913

 

450,453

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

 

 

 

 

 

53,298

 

77,270

 

24,815

 

36,575

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais, except dividends per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

Total equity

Balance as of December 31, 2023

 

6,621,752

 

75,925

 

597,828

 

(470,510)

 

3,802

 

121,990

 

6,267,569

 

154,108

 

 

134,031

 

13,506,495

 

523,331

 

14,029,826

Net income for the period

 

 

 

 

 

 

 

 

 

869,389

 

 

869,389

 

77,270

 

946,659

Other comprehensive income

 

 

 

 

 

 

 

 

8,629

 

 

 

8,629

 

 

8,629

Total comprehensive income for the period 

 

 

 

 

 

 

 

 

8,629

 

869,389

 

 

878,018

 

77,270

 

955,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

 

 

 

5,631

 

 

 

 

 

 

 

 

5,631

 

 

5,631

Equity instrument granted

 8.c; 20.a; 20.b

 

5,566

 

1,888

 

20,226

 

 

 

 

 

 

 

27,680

 

 

27,680

Realization of revaluation reserve of subsidiaries

-

 

 

 

 

(88)

 

 

 

 

88

 

 

 

 

Shareholder transaction - changes of ownership interest

-

 

 

 

 

 

 

 

 

9

 

 

9

 

337

 

346

Non-controlling interest in acquired subsidiary

-

 

 

 

 

 

 

 

 

 

 

 

13,501

 

13,501

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on capital to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

 

(43,996)

 

(43,996)

Dividends attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

 

(394)

 

(394)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

20.e

 

 

 

 

 

 

 

 

 

(134,031)

 

(134,031)

 

 

(134,031)

Balance as of June 30, 2024

 

6,621,752

 

81,491

 

605,347

 

(450,284)

 

3,714

 

121,990

 

6,267,569

 

162,737

 

869,486

 

 

14,283,802

 

570,049

 

14,853,851


12


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais, except dividends per share)


 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Accumulated other comprehensive income

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of Ultrapar

 

Non-controlling interests (i)

 

Total equity

Balance as of December 31, 2022

 

5,171,752

 

43,987

 

599,461

 

(479,674)

 

3,975

 

882,575

 

5,228,561

 

179,974

 

 

78,130

 

11,708,741

 

466,227

 

12,174,968

Net income for the period

-

 

 

 

 

 

 

 

 

475,941

 

 

475,941

 

36,575

 

512,516

Other comprehensive income

-

 

 

 

 

 

 

 

(25,488)

 

 

 

(25,488)

 

 

(25,488)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

(25,488)

 

475,941

 

 

450,453

 

36,575

 

487,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares related to the subscription warrants - indemnification

-

 

 

411

 

 

 

 

 

 

 

 

411

 

 

411

Equity instrument granted

8.c; 20.a; 20.b

 

7,071

 

(2,193)

 

9,164

 

 

 

 

 

 

 

14,042

 

 

14,042

Realization of revaluation reserve of subsidiaries

-

 

 

 

 

(87)

 

 

 

 

(52)

 

 

(139)

 

 

(139)

Capital increase with reserves

20.a

1,450,000

 

 

 

 

 

(882,575)

 

(567,425)

 

 

 

 

 

 

Shareholder transaction - changes of ownership interest

-

 

 

 

 

 

 

2

 

 

 

 

2

 

 

2

Loss due to change in ownership interest

-

 

 

 

 

 

 

 

 

 

 

 

(73)

 

(73)

Dividends prescribed

-

 

 

 

 

 

 

 

 

1,201

 

 

1,201

 

 

1,201

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

-

 

 

 

 

 

 

 

 

 

 

 

7,543

 

7,543

Dividends attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

 

(192)

 

(192)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

-

 

 

 

 

 

 

 

 

 

(78,130)

 

(78,130)

 

 

(78,130)

Balance as of June 30, 2023

 

6,621,752

 

51,058

 

597,679

 

(470,510)

 

3,888

 

 

4,661,138

 

154,486

 

477,090

 

 

12,096,581

 

510,080

 

12,606,661

 

(i) Are substantially represented by non-controlling shareholders of Iconic.

 

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

          


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

01/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2023

 

01/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2023

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income from continuing operations

 

869,389

 

475,941

 

946,659

 

512,516

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

 

 

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition

11

(838,361)

 

(538,959)

 

12,779

 

(12,017)

Amortization of contractual assets with customers - exclusivity rights

10

 

 

254,977

 

302,474

Amortization of right-of-use assets

12

1,362

 

1,110

 

149,925

 

150,217

Depreciation and amortization

13; 14

7,430

 

5,092

 

453,800

 

402,484

Interest and foreign exchange rate variations

-

6,397

 

42,889

 

691,925

 

797,439

Current and deferred income and social contribution taxes

9.b

(3,782)

 

5,661

 

401,770

 

151,608

Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets

-

(35,286)

 

 

(109,120)

 

(92,556)

Equity instrument granted 

-

17,416

 

5,491

 

27,680

 

14,042

Provision for decarbonization - CBIO

-

 

 

321,269

 

376,615

Other provisions and adjustments

-

(9,453)

 

15,219

 

69,656

 

91,449

 

 

15,112

 

12,444

 

3,221,320

 

2,694,271

 

 

 

 

 

 

 

 

 

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

(243,141)

 

1,011,703

Inventories

6

 

 

297,265

 

1,234,875

Recoverable taxes

-

2,113

 

(30,184)

 

(308,942)

 

(464,381)

Dividends received from subsidiaries, associates and joint ventures

-

526,166

 

1,185,698

 

2,010

 

5,643

Other assets

-

(22,907)

 

17,629

 

(132,392)

 

107,220

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

16

4,300

 

(31,056)

 

(1,057,212)

 

(3,445,710)

Salaries and related charges

-

(16,725)

 

(28,649)

 

(95,850)

 

(86,781)

Taxes payable

-

(905)

 

(558)

 

(38,407)

 

(1,895)

Other liabilities

-

(14,054)

 

22,482

 

(107,044)

 

(119,083)

 

 

 

 

 

 

 

 

 

Acquisition of CBIO and carbon credits

14

 

 

(450,852)

 

(379,206)

Payments of contractual assets with customers - exclusivity rights

10

 

 

(195,748)

 

(273,378)

Payment of contingencies

-

 

 

(30,896)

 

(39,577)

Income and social contribution taxes paid

-

(2,920)

 

 

(135,603)

 

(56,649)

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

490,180

 

1,147,806

 

724,508

 

187,052

 


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais)

 

Parent   

 

Consolidated

 

Note

01/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2023

 

01/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2023

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

142,736

 

 

(2,086,350)

 

344,019

Acquisition of property, plant and equipment and intangible assets

13; 14

(72,853)

 

(11,406)

 

(683,353)

 

(456,481)

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

-

42,893

 

 

976,968

 

199,239

Capital increase in subsidiaries, associates and joint ventures

-

(584,085)

 

(303,154)

 

-

 

-

Capital decrease in subsidiaries, associates and joint ventures

11

 

613,204

 

 

Cash consumed in the purchase of investments and other assets

-

 

(60,930)

 

(1,102,884)

 

(90,271)

 

 

 

 

 

 

 

 

 

Net cash provided (consumed) by investing activities

 

(471,309)

 

237,714

 

(2,895,619)

 

(3,494)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

15

 

 

2,856,034

 

2,511,307

Repayments

15

 

(1,725,000)

 

(1,386,628)

 

(1,857,625)

Interest and derivatives (paid) or received

15

7,838

 

(118,181)

 

(629,519)

 

(666,730)

Payments of lease

 

 

 

 

 

 

 

 

Principal

12.b

(1,246)

 

(1,038)

 

(139,412)

 

(104,603)

Interest paid

12.b

(463)

 

(336)

 

(81,328)

 

(77,877)

Dividends paid

-

(436,665)

 

(108,630)

 

(461,204)

 

(108,722)

Proceeds from financial liabilities of customers

-

 

 

 

6,782

Payments of financial liabilities of customers

-

 

 

(81,888)

 

(95,439)

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

-

-

 

-

 

13,500

 

-

Related parties

-

(398)

 

(6,266)

 

(13,401)

 

(5,957)

Net cash provided (consumed) by financing activities

 

(430,934)

 

(1,959,451)

 

76,154

 

(398,864)

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

 

 

 

 

(28,395)

Decrease in cash and cash equivalents

 

(412,063)

 

(573,931)

 

(2,094,957)

 

(243,701)

Cash and cash equivalents at the beginning of the period

4.a

412,840

 

605,461

 

5,925,688

 

5,621,769

Cash and cash equivalents at the end of the period

4.a

777

 

31,530

 

3,830,731

 

5,378,068

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

 

 

 

97,809

 

168,035

Addition on contractual assets with customers - exclusivity rights

 

 

 

27,827

 

66,272

Reclassification between financial assets and investment in associates

 

-

 

-

 

645,333

 

-

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

 

4,142

 

411

 

4,142

 

411

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

 

 

 

9,046

 

30,752


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



Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of value added
For the periods ended June 30, 2024 and 2023
(In thousands of Brazilian Reais)

 

Parent

 

Consolidated

 

Note

06/30/2024

 

06/30/2023

 

06/30/2024

 

06/30/2023

Revenues

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties 

 

 

 

65,252,229

 

61,860,616

Rebates, discounts and returns

 

 

 

(514,560)

 

(440,651)

Allowance for expected credit losses

5

 

 

(12,423)

 

(21,914)

Amortization of contractual assets with customers - exclusivity rights

10

 

 

(254,977)

 

(302,474)

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

 

31,901

 

(162)

 

(152,155)

 

(246,650)

 

 

31,901

 

(162)

 

64,318,114

 

60,848,927

Materials purchased from third parties

 

 

 

 

 

 

 

 

Cost of products and services sold

 

 

 

(58,594,835)

 

(56,782,598)

Materials, energy, third-party services and others

 

103,558

 

79,705

 

(911,480)

 

(756,606)

Provision for assets losses

 

 

 

253

 

14,683

 

 

103,558

 

79,705

 

(59,506,062)

 

(57,524,521)

Gross value added

 

135,459

 

79,543

 

4,812,052

 

3,324,406

Retentions

 

 

 

 

 

 

 

 

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

12.a; 13; 14

(8,792)

 

(6,202)

 

(603,725)

 

(548,367)

Net value added produced by the Company

 

126,667

 

73,341

 

4,208,327

 

2,776,039

Value added received in transfer

 

 

 

 

 

 

 

 

Amount of share of profit (loss) of subsidiaries, joint ventures and associates

11

838,361

 

538,959

 

(12,779)

 

12,017

Rents and royalties

 

 

 

160,235

 

155,174

Financial income

23

42,872

 

50,962

 

440,780

 

377,122

 

 

881,233

 

589,921

 

588,236

 

544,313

 

 

 

 

 

 

 

 

 

Total value added available for distribution

 

1,007,900

 

663,262

 

4,796,563

 

3,320,352










Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

84,817

 

72,861

 

727,991

 

688,191

Benefits

 

13,166

 

12,503

 

222,162

 

200,993

Government Severance Indemnity Fund for Employees (FGTS)

 

3,874

 

4,627

 

52,318

 

47,262

Others

 

4,745

 

1,972

 

118,414

 

50,815

 

 

106,602

 

91,963

 

1,120,885

 

987,261

Taxes, fees, and contributions 

 

 

 

 

 

 

 

 

Federal

 

23,591

 

29,737

 

1,438,744

 

670,841

State

 

 

 

272,304

 

180,074

Municipal

 

103

 

13

 

80,247

 

72,828

 

 

23,694

 

29,750

 

1,791,295

 

923,743

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, exchange variations and financial instruments

 

1,310

 

45,179

 

829,736

 

789,594

Rents

 

3,097

 

2,221

 

53,040

 

45,519

Others

 

3,808

 

18,208

 

54,948

 

61,719

 

 

8,215

 

65,608

 

937,724

 

896,832

Remuneration of own capital

 

 

 

 

 

 

 

 

Interest on capital

 

-

 

-

 

43,996

 

-

Retained earnings

 

869,389

 

475,941

 

902,663

 

512,516

 

 

869,389

 

475,941

 

946,659

 

512,516

Value added distributed

 

1,007,900

 

663,262

 

4,796,563

 

3,320,352

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

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

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

 

The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 25.a.

 

This interim financial information was authorized for issuance by the Board of Directors on August 7, 2024.

 

a. Principles of consolidation and interest in subsidiaries

 

a.1 Principles of consolidation

 

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

 

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

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

a.2. Interest in subsidiaries
 

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

 

 

 

 

 

 

% interest in the share capital

 

 

 

 

 

06/30/2024

 

12/31/2023

 

 

 

 

 

Control

 

Control

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ultrapar Mobilidade Ltda.(1)

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

Serra Diesel Transportador Revendedor Retalhista Ltda.(2)

 

Brazil

Ipiranga

 

-

 

60

 

-

 

60

Centro de Conveniências Millennium Ltda. and subsidiaries(3)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Neodiesel Ltda.(4)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Produtos de Petróleo S.A.(5)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Glazed Brasil S.A.(6)

 

Brazil

Ipiranga

 

-

 

55

 

-

 

-

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

Irupé Biocombustíveis Ltda. (7)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading North America LLC.(8)

 

United States

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Middle East DMCC(8)

 

Dubai

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Europe S.A.(8)

 

Switzerland

Ipiranga

 

-

 

100

 

-

 

-

Eaí Clube Automobilista S.A.(9)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

Abastece Aí Participações S.A.(10)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda.(11)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ultragaz Participações Ltda.

 

Brazil

Ultragaz

 

100

 

-

 

100

 

-

Ultragaz Energia Ltda. and subsidiaries

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A.

 

Brazil

Ultragaz

 

-

 

99

 

-

 

99

   Nova Paraná Distribuidora de Gás Ltda.(12)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

   Bahiana Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

   NEOgás do Brasil Gás Natural Comprimido S.A.(13)

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultrapar Logística Ltda.(14)

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

Ultracargo Soluções Logísticas S.A.(15)

 

Brazil

  Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

UVC - Fundo de investimento em participações multiestratégia investimento no exterior

 

Brazil

Others

 

100

 

-

 

100

 

-

Imaven Imóveis Ltda.(16)

 

Brazil

Others

 

100

 

-

 

100

 

-

 

The percentages in the table above are rounded.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


(1) Company established on February 28, 2023 with the purpose of holding interests in other companies. On October 2, 2023, the name of subsidiary Ultrapar Empreendimentos Ltda. was changed to Ultrapar Mobilidade Ltda.
(2) On May 21, 2023, the Company, through its subsidiary Ultrapar Mobilidade Ltda., signed an agreement for the acquisition of a 60% interest in Serra Diesel Transportador Revendedor Retalhista Ltda. The closing of the transaction occurred on September 1, 2023.
(3) On October 2, 2023, Centro de Conveniências Millennium Ltda. and subsidiaries became directly controlled by Ultrapar Mobilidade Ltda.
(4) Company established on May 16, 2024 with the purpose of holding interests in other companies.
(5) On January 2, 2024, the direct subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) became directly controlled by Ultrapar Mobilidade Ltda.
(6) Company established on March 8, 2024, engaged in the wholesale and retail trade, manufacture, storage, export and import of natural and industrialized food products.
(7) Company established on October 2, 2023, engaged in the production, sale, import and export of biofuels, fertilizers and other agricultural inputs.
(8) Companies established as Ipiranga’s subsidiaries in foreign countries, engaged in the commercial representation, trade, export and import of fuels.
(9) On January 2, 2024, subsidiary Eaí Clube Automobilista S.A. became directly controlled by Ipiranga.
(10) Company established on June 1, 2023 with the purpose of holding interests in other companies.
(11) On April 13, 2023, the company was acquired by Eaí Clube Automobilista S.A. The acquisition was made at book value.
(12) Non-operating company in closing phase.
(13) On November 21, 2022, Ultrapar through its subsidiary Companhia Ultragaz S.A., signed an agreement for the acquisition of all shares of NEOgás do Brasil Gás Natural Comprimido S.A. The closing of the acquisition occurred on February 1, 2023.
(14) On February 19, 2024, the name of subsidiary Ultracargo Operações Logísticas e Participações Ltda. was changed to Ultrapar Logística Ltda.
(15) On June 16, 2023, the name of subsidiary Ultracargo Vila do Conde Logística Portuária S.A. was changed to Ultracargo Soluções Logísticas S.A
(16)

On April 28, 2023, Imaven Imóveis Ltda. (“Imaven”) performed a partial spin-off of its assets, and the spin-off part was merged into the equity of the subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, Imaven became directly controlled by Ultrapar. The entire transaction was carried out under common control.


b. Main events that occurred in the period

 

b1. Acquisition of significant stake in Hidrovias

 

In the six-month period ended June 30, 2024, the Company, through its subsidiary, consolidated the relevant acquisition stake in Hidrovias do Brasil S.A. (“Hidrovias”), in line with Ultrapar's strategy of expanding its presence in sectors exposed to Brazilian agribusiness, mainly in the Midwest and North regions, investing in companies in which it can contribute strategic, operational, administrative and financial knowledge, being a strategic and long-term reference shareholder of Hidrovias, supporting its growth, governance and management model. For further information, see Note 28.

 

b2. Acquisition of interest in Witzler by Ultragaz

 

On June 10, 2024, through its subsidiary Ultragaz, the Company signed a contract to acquire a 51.7% interest in Witzler Participações S.A. (“Witzler”). The acquisition value was R$ 110 million, of which R$ 50 million will be contributed to the acquired company through a capital increase and R$ 60 million will be paid at the closing of the transaction. In addition, there is a portion of R$ 40 million subject to certain performance conditions to be measured within up to 12 months. The Administrative Council for Economic Defense (CADE) approved the transaction on July 8, 2024. The closing of the transaction is subject to other precedent conditions.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

b3. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium

 

On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açucar Group, located in the state of São Paulo, for R$ 130 million, aiming to maintain these stations in the network of around 6 thousand Ipiranga service stations distributed throughout Brazil. CADE approved the transaction on July 22, 2024. The closing of the transaction is subject to other precedent conditions.

 

 

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

 

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

 

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

 

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

 

The Company reviews its judgments, estimates and assumptions on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2023. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2023.

 

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

 

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

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

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

 

This interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices. This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2023, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements.

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

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

 

a.  New accounting policies and changes in accounting policies

 

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

 

a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/after January 1, 2024 had no significant impact on the interim financial information for the period ended June 30, 2024:

  • IAS 1 – Non-current Liabilities with Covenants
  • CPC 06 / IFRS 16 (R2) – Lease Liability in a Sale and Leaseback
  • CPC 09 (R1) – Statement of Value Added

 

a.2 Accounting policies not adopted

The following new standards, amendments to standards and interpretations of IFRS issued by the IASB were not adopted since they are not effective in the period ended June 30, 2024. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact of their adoption on their future individual and consolidated interim financial information.

  • IFRS 7/ CPC 03 and IAS 7/ CPC 40 – Supplier Finance Arrangements
  • IFRS 18/ CPC 26 – Presentation and Disclosure in Financial Statements
  • IFRS 10/ CPC 36 (R3) and IAS 28/ CPC 18 (R2) – Sale or Contribution of Assets between an Investor and its Associate or Joint venture
  • IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates
  • IFRS 19 – Subsidiaries without Public Accountability



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


The financial assets were classified based on business model of the Company and its subsidiaries and are disclosed in Note 26.j.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

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

 

a.              Cash and cash equivalents

 

Cash and cash equivalents are presented as follows:

 

 

Parent

 

Consolidated

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Cash and banks

 

 

 

 

 

 

 

In local currency

768

 

408

 

146,449

 

77,488

In foreign currency

 

 

109,954

 

47,664

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

9

 

412,432

 

3,558,849

 

5,476,726

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency

 

 

15,479

 

323,810

Total cash and cash equivalents

777

 

412,840

 

3,830,731

 

5,925,688

 

b. Financial investments, derivative financial instruments and other financial assets
 

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

 

 

Parent

 

Consolidated

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

 

 

98,393

 

82,592

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency (a)

 

 

2,558,007

 

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

2,608

 

295,637

 

942,358

 

1,162,283

Total financial investments and derivative financial instruments

2,608

 

295,637

 

3,598,758

 

1,244,875

Current

 

 

300,830

 

292,934

Non-current

2,608

 

295,637

 

3,297,928

 

951,941

 

(a)  Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.

(b)  Accumulated gains, net of withholding income tax (see Note 26.h).



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024



a. Trade receivables


The breakdown of trade receivables is as follows:


 

06/30/2024

 

12/31/2023

Domestic customers

4,408,156

 

4,183,696

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

130

 

78

Foreign customers

51,203

 

82,634

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

5,495

 

3,065

 

4,464,984

 

4,269,473

(-) Allowance for expected credit losses

(348,161)

 

(334,467)

Total

4,116,823

 

3,935,006

Current

4,052,453

 

3,921,790

Non-current

64,370

 

13,216


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


 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

06/30/2024

4,464,984

3,792,513

60,249

28,286

21,377

37,520

525,039

12/31/2023

4,269,473

3,538,087

52,561

52,089

15,976

34,157

576,603


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


 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

06/30/2024

348,161

17,102

2,255

1,693

2,015

12,250

312,846

12/31/2023

334,467

15,866

3,088

1,984

1,851

11,088

300,590


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


Balance as of December 31, 2023

334,467

Additions

72,036

Reversals

(47,058)

Write-offs

(11,284)

Balance as of June 30, 2024

348,161


For further information on the allowance for expected credit losses, see Note 26.d.2.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


b. Reseller financing


The breakdown of reseller financing is comprised as follows:

 

 

06/30/2024

 

12/31/2023

Reseller financing – Ipiranga

1,233,385

 

1,189,886

(-) Allowance for expected credit losses

(142,020)

 

(134,383)

 

1,091,365

 

1,055,503

Current

464,364

 

504,862

Non-current

627,001

 

550,641


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

 

 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

06/30/2024

1,233,385

915,085

9,827

4,978

9,908

18,772

274,815

12/31/2023

1,189,886

874,191

8,890

5,664

7,869

13,273

279,999

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


 

 

 

Past due

 

Total

Current

Less than 31 days

31-60 days

61-90 days

91-180 days

More than 180 days

06/30/2024

142,020

7,613

1,370

768

3,423

7,705

121,141

12/31/2023

134,383

8,265

1,595

857

1,795

4,521

117,350


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

Balance as of December 31, 2023

134,383

Additions

25,788

Reversals

(14,333)

Write-offs

(3,818)

Balance as of June 30, 2024

142,020


For further information on the allowance for expected credit losses, see Note 26.d.2.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

c. Trade receivables - sale of subsidiaries

 

The breakdown of other receivables is comprised as follows:

 

 

Parent

 

Consolidated

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Sale of subsidiary Oxiteno:

 

 

 

 

 

 

 

Receivables from sale of investments (i)

 

 

 

726,195

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

 

 

 

(10,318)

Sale of subsidiary Extrafarma:

 

 

 

 

 

 

 

Receivables from sale of investments (iii)

219,910

 

208,487

 

219,910

 

208,487

 

219,910

 

208,487

 

219,910

 

924,364

Current

219,910

 

208,487

 

219,910

 

924,364

 

(i) The balance related to the final installment of the sale of Oxiteno was received in April 2024.

(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.17%, and fully paid up in April 2024.

(iii) Refers to part of the payment of the Extrafarma sale transaction, in two installments of equal value, being the first settled in August 2023, and the second maturing in August 2024, monetarily adjusted by the CDI rate + 0.5% p.a. In December 2022, the subsidiary Ipiranga made an onerous assignment, without right of recourse and co-obligation, of the receivable from the sale of Extrafarma to parent Ultrapar.


 

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

 

 

06/30/2024

 

12/31/2023

Fuels, lubricants and greases

2,951,187

 

3,367,094

Raw materials

283,250

 

282,197

Liquified petroleum gas - LPG

126,583

 

112,100

Consumable materials and other items for resale

135,427

 

121,537

Purchase for future delivery (i)

471,280

 

386,281

Properties for resale

21,884

 

22,222

 

3,989,611

 

4,291,431


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

 

Movements in the provision for inventory losses are as follows:

 

Balance as of December 31, 2023

7,031

Reversal of provision for obsolescence and other losses

(4,428)

Reversal of provision for adjustment to realizable value

(126)

Balance as of June 30, 2024

2,477



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

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”).

 

 

06/30/2024

 

12/31/2023

ICMS - State VAT (a.1)

1,476,722

 

1,365,128

PIS and COFINS - Federal VAT (a.2)

2,401,366

 

2,761,262

Others

71,479

 

77,249

Total

3,949,567

 

4,203,639

Current

1,497,160

 

1,462,269

Non-current

2,452,407

 

2,741,370

 

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

 

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

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

 

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

 

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

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

The Company, through its subsidiaries, has credits in the amount of R$ 934,673 (R$ 1,088,303 as of December 31, 2023) from the LC 192/22. The Management estimates the realization of these credits within up to 5 years from the constitution date.

 

b. Recoverable income and social contribution taxes

 

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

 

 

06/30/2024

 

12/31/2023

IRPJ and CSLL

447,150

 

396,405

Current

168,606

 

171,051

Non-current

278,544

 

225,354



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

 

a. Related parties


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


a.1 Parent

 

 

Assets

 

Liabilities

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Transactions with joint ventures

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

2,875

Transactions with subsidiaries

 

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

48,001

 

69,118

 

154

 

3,843

Cia Ultragaz S.A.

27,809

 

18,741

 

 

880

Ultracargo Logística S.A.

12,931

 

3,369

 

 

183

Eaí Clube Automobilista S.A.

1,943

 

621

 

70

 

UVC Investimentos Ltda

399

 

217

 

 

40

am/pm Comestíveis Ltda.

4,461

 

2,994

 

188

 

232

Others

250

 

52

 

274

 

84

Total

95,794

 

95,112

 

3,561

 

8,137

 

 

06/30/2024

 

12/31/2023

Assets

 

 

 

Other receivables

88,718

 

88,435

Related parties

7,076

 

6,677

 

95,794

 

95,112

Liabilities

 

 

 

Other payables

686

 

5,262

Related parties

2,875

 

2,875

 

3,561

 

8,137



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

a.2 Consolidated

 

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

 

 

Assets

 

Liabilities

 

Operating result – Sales/(Purchases)

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

06/30/2023

Transactions with subsidiaries and joint ventures

 

 

 

 

 

 

 

 

 

 

 

Transactions with joint ventures

 

 

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

2,875

 

 

Refinaria de Petróleo Riograndense S.A.

 

 

302

 

29,278

 

(239,271)

 

(224,063)

Latitude Logística Portuária S.A.      

24,658

 

11,393

 

 

20

 

 

Nordeste Logística I S.A.

7,233

 

6,842

 

 

24

 

 

Nordeste Logística II S.A.

32

 

 

 

 

 

Nordeste Logística III S.A.

32

 

 

 

18

 

 

Navegantes Logística Portuária S.A.

14,414

 

13,703

 

 

 

 

União Vopak Armazéns Gerais Ltda.

 

32

 

 

 

205

 

334

Balances and transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

Chevron (Thailand) Limited (1)

 

 

 

 

153

 

483

Chevron Latin America Marketing LLC (1)

 

73

 

 

 

 

Chevron Lubricants Oils S.A. (1)

 

353

 

 

 

 

Chevron Marine Products (1)

5,358

 

2,495

 

 

 

7,424

 

3,717

Chevron Oronite Brasil Ltda. (1)

 

 

 

53,466

 

(92,926)

 

(97,252)

Chevron Products Company (1)

 

 

84,981

 

63,263

 

(326,199)

 

(122,751)

Chevron Belgium NV (1)

 

 

2,238

 

1,346

 

(9,365)

 

(16,458)

Chevron Petroleum CO Colombia (1)

 

 

 

 

88

 

Chevron Lubricants Lanka PLC (1)

137

 

144

 

 

 

87

 

MLF Holding LTDA (2)

 

 

 

 

(88)

 

Others

398

 

 

641

 

280

 

 

Total

52,262

 

35,035

 

91,037

 

150,570

 

(659,892)

 

(455,990)

 

 

06/30/2024

 

12/31/2023

Assets

 

 

 

Trade receivables (see Note 5)

5,625

 

3,143

Related parties

46,637

 

31,892

 

52,262

 

35,035

Liabilities

 

 

 

Trade payables (see Note 16)

87,521

 

147,452

Related parties

3,516

 

3,118

 

91,037

 

150,570

 

06/30/2024

 

06/30/2023

Sales and services provided

7,988

 

4,534

Purchases

(667,880)

 

(460,524)

 

(659,892)

 

(455,990)


(1)  Non-controlling shareholders and other related parties of Iconic.

(2) Non-controlling shareholders and other related parties of Serra Diesel.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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

 

b. Key executives (Consolidated)

 

The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation, a significant portion of the total Board remuneration, is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs their focus to the strategic plan as approved by the Board of Directors. Short-term variable compensation is linked to annual growth goals in financial results and priority matters for the Company (through individual targets). To strengthen the commitment to the ESG agenda, since 2022 all executives have at least 1/3 of their individual goals related to the ESG agenda. For details about post-employment benefits see Note 17.b.

 

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

 

 

06/30/2024

 

06/30/2023

Short-term compensation

28,445

 

25,594

Stock compensation

31,561

 

12,877

Post-employment benefits

2,992

 

1,585

Total

62,998

 

40,056


c. Deferred stock plan (Consolidated)

 

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

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

 

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


The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.

 

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


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

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

Program

Grant date

Number of shares granted (Quantity)

Vesting period

Fair value of shares on the grant date (in R$)

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

 

Accumulated recognized exercisable grant costs (in R$ thousands)

 

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 19, 2018

80,000

2024

19.58

2,697

 

(2,585)

 

111

Restricted September 2, 2019 240,000 2025 16.42 6,774
(5,461)
1,314


Restricted

April 1, 2020

44,694

2024 to 2025

12.53

1,218

 

(1,061)

 

157

Performance

April 1, 2020

59,892

2024 to 2025

12.53

1,437

 

(1,242)

 

195

Restricted

September 16, 2020

140,000

2026

23.03

5,464

 

(3,491)

 

1,973

Restricted

April 7, 2021

13,509

2024

21.00

815

 

(815)

 

Performance

April 7, 2021

41,548

2024

21.00

1,618

 

(1,618)

 

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093

 

(11,323)

 

12,770

Restricted

April 6, 2022

667,194

2025

14.16

17,781

 

(13,368)

 

4,413

Performance

April 6, 2022

935,493

2025

14.16

24,857

 

(19,176)

 

5,681

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

 

(11,742)

 

52,306

Restricted

December 7, 2022

1,500,000

2032

13.47

37,711

 

(5,975)

 

31,736

Restricted

April 20, 2023

311,324

2025

14.50

7,472

 

(4,670)

 

2,802

Restricted

April 20, 2023

1,179,409

2026

14.50

31,936

 

(13,339)

 

18,597

Performance

April 20, 2023

1,184,320

2026

14.50

32,050

 

(13,462)

 

18,587

Restricted

September 20, 2023

3,800,000

2033

18.75

132,784

 

(11,073)

 

121,711

Restricted

April 17, 2024

3,510,089

2027 to 2029

26.94

178,353

 

(14,863)

 

163,491







 


 


 

17,347,472

 

 

571,108

 

(135,264)

 

435,844

 

Balance as of December 31, 2023

 

14,834,595

Shares granted during the period

 

3,598,512

Cancellation of granted shares due to termination of executive employment

 

(5,118)

Shares transferred (vesting)

 

(1,080,517)

Balance as of June 30, 2024

 

17,347,472


The Company does not have shares that were not transferred after the period for transfer of bare ownership of the shares. For the six-month period ended June 30, 2024, an expense in the amount of R$ 53,999 was recognized in relation to the Plan (R$ 26,182 for the period ended June 30, 2023).

 

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


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

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 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

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

43,100

 

46,863

Provisions for tax, civil and labor risks

61,047

 

64,486

 

326,847

 

326,662

Provision for post-employment benefits

567

 

512

 

93,560

 

90,451

Provision for differences between cash and accrual basis (i)

 

 

14,624

 

35,989

Goodwill

 

 

7,781

 

7,976

Provision for asset retirement obligation

 

 

14,680

 

14,759

Operating provisions

7,706

 

3,247

 

113,178

 

299,609

Provision for profit sharing and bonus

4,785

 

12,590

 

44,064

 

91,883

Leases payable

2,974

 

2,919

 

482,719

 

518,138

Change in fair value of subscription warrants

 

3,566

 

 

3,566

Provision for deferred revenue

 

 

1,030

 

932

Other temporary differences

14,746

 

9,428

 

104,596

 

104,319

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

91,222

 

77,453

 

645,319

 

396,601

Total

183,047

 

174,201

 

1,891,498

 

1,937,748

Offsetting liability balance

(4,406)

 

(9,934)

 

(623,944)

 

(682,614)

Net balances presented in assets

178,641

 

164,267

 

1,267,554

 

1,255,134

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

2,609

 

2,559

 

396,842

 

432,908

Provision for differences between cash and accrual basis (i)

 

7,375

 

66,937

 

81,293

Change in fair value of subscription warrants

1,797

 

 

1,797

 

Goodwill

 

 

28,744

 

28,717

Business combination - fair value of assets

 

 

53,916

 

54,921

Other temporary differences

 

 

99,238

 

84,981

Total

4,406

 

9,934

 

647,474

 

682,820

Offsetting asset balance

(4,406)

 

(9,934)

 

(623,944)

 

(682,614)

Net balances presented in liabilities

 

 

23,530

 

206

 

(i) In the consolidated refers mainly to the income and social contribution taxes on the exchange variation of the derivative instruments.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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

 

 

Parent

 

Consolidated

Balance as of December 31, 2023

164,267

 

1,254,928

Deferred IRPJ and CSLL recognized in profit (loss)for the period

14,374

 

(7,045)

Deferred IRPJ and CSLL recognized in other comprehensive income

 

(3,693)

Others

 

(166)

Balance as of June 30, 2024

178,641

 

1,244,024

 

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

 

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

 

 

Parent

 

Consolidated

 

06/30/2024

 

06/30/2023

 

06/30/2024

 

06/30/2023

Income before taxes

865,607

 

481,602

 

1,348,429

 

664,124

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(294,306)

 

(163,745)

 

(458,466)

 

(225,802)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(1,869)

 

(1,179)

 

(7,561)

 

(4,499)

Nontaxable revenues (ii)

253

 

6,450

 

10,919

 

53,656

Adjustment to estimated income (iii)

 

 

1,102

 

2,022

Unrecorded deferred income and social contribution tax carryforwards (iv)

 

 

(6,305)

 

(5,051)

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

285,043

 

183,246

 

(4,345)

 

4,086

Interest on capital

-

 

-

 

17,815

 

-

Other adjustments

14,661

 

(30,433)

 

(4,426)

 

(17,457)

Income and social contribution taxes before tax incentives

3,782

 

(5,661)

 

(451,267)

 

(193,045)

Tax incentives – SUDENE (9.c)

-

 

 

49,497

 

41,437

Income and social contribution taxes in the statement of income

3,782

 

(5,661)

 

(401,770)

 

(151,608)

Current

(10,592)

 

(21,181)

 

(394,725)

 

(304,410)

Deferred

14,374

 

15,520

 

(7,045)

 

152,802

Effective IRPJ and CSLL rates - %

(0.4%)

 

1.2%

 

29.8%

 

22.8%

 

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

         


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

c. Tax incentives – SUDENE

 

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


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

2032

 

Suape Terminal

75

2030

 

Itaqui Terminal

75

2030


d. Tax losses and negative basis for social contribution carryforwards

 

As of June 30, 2024, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, which do not expire.

 

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

 

 

06/30/2024

 

12/31/2023

Oil Trading

83,080

 

84,372

Ultrapar (i)

91,222

 

77,453

Abastece aí Clube

110,179

 

91,861

Ipiranga

300,409

 

97,071

Ultracargo Soluções Logística

34,344

 

30,652

Others

26,085

 

15,192

 

645,319

 

396,601

 

(i) Include the amount of R$ 40,280 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of June 30, 2024 (R$ 25,884 as of December 31, 2023).

33


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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

 

 

06/30/2024

 

12/31/2023

Neogás

45,209

 

45,333

Integra Frotas

15,855

 

13,335

Stella

11,554

 

8,634

Millennium

8,909

 

8,539

Others

1,063

 

461

 

82,590

 

76,302

 

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

 

The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court ("STF") judged that the levy of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered credits of this nature in the amount of R$ 147,872 as of June 30, 2024 (R$ 143,147 as of December 31, 2023).

 

 

Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and recognized as reductions of the revenue from sales and services in the statement of income according to the conditions established in the agreement.

 

Changes are shown below:

 

Balance as of December 31, 2023

2,262,508

Additions

223,575

Amortization

(254,977)

Transfers

(22,091)

Balance as of June 30, 2024

2,209,015

Current

776,588

Non-current

1,432,427

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

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

 

 

 


 


 

 

Parent

 

Equity


Income (loss) for the period


Interest in share capital - %

 

Investments

 

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

 

 

06/30/2024


12/31/2023

 

06/30/2024


06/30/2023

Subsidiaries

 


 


 

 

 


 

 

 


 

Ultrapar Logística Ltda.

2,642,235


192,607


100

 

2,642,235


1,745,326

 

192,607


139,040

Ipiranga Produtos de Petróleo S.A. (v)



 


9,216,020

 


8,241

Ultrapar International S.A.

(58,993)


(4,143)


100

 

(58,993)


(54,850)

 

(4,143)


14,861

UVC

38,730


(4,987)


100

 

38,730


39,917

 

(4,987)


(3,695)

Centro de Conveniências Millennium Ltda. (iv)



 


 


(2,786)

Eaí Clube Automobilista S.A.



 


168,602

 


(22,645)

Ultragaz Participações Ltda.

1,182,048


372,263


100

 

1,182,048


1,004,960

 

372,263


397,213

UVC Investimentos Ltda.

(353)


511


100

 

(353)


(862)

 

511


4

Imaven Imóveis Ltda. (ii)

53,980


1,184


100

 

53,980


52,796

 

1,184


464

Ultrapar Mobilidade Ltda. (*) (iii) (v)

9,760,119


291,600


100

 

9,760,119


59,403

 

291,600


Joint ventures

 


 


 

 

 


 

 

 


 

Química da Bahia Indústria e Comércio S.A.

6,637


(319)


50

 

3,319


3,478

 

(159)


(11)

Refinaria de Petróleo Riograndense S.A. (i)

67,970


(31,664)


33

 

22,569


31,553

 

(10,515)


8,273

 

 


 


 

 

 


 

 

 


 

Total (A)

 


 


 

 

13,643,654


12,266,343

 

838,361


538,959

Total provision for equity deficit (B)

 


 


 

 

(59,346)


(55,712)

 

 


 

Total investments (A-B)

 


 


 

 

13,703,000


12,322,055

 

 


 


The percentages in the table above are rounded.

 

(*) Amounts adjusted for unrealized profits in equity and income for the period.


(i)
Investment considers capital loss balances of R$ 10,268 as of June 30, 2024 (R$ 10,627 as of December 31, 2023).
(ii)  
On April 28, 2023, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spun-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2022, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(iii) 
Company established on February 28, 2023, with the purpose of holding interests in other companies.
(iv) 
On October 2, 2023, the Company transferred all shares in Centro de Conveniências Millennium Ltda. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution.
(v)
On January 2, 2024, the Company transferred all shares in Ipiranga Produtos de Petróleo S.A. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution.

               


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

               

 

 


 


 

 

Consolidated

 

Equity


Income (loss) for the period


Interest in share capital - %

 

Investments

 

Share of profit (loss) of joint ventures and associates

 

 

06/30/2024


12/31/2023

 

06/30/2024


06/30/2023

Joint ventures

 


 


 

 

 


 

 

 


 

União Vopak – Armazéns Gerais Ltda (i)

2,638


(462)


50

 

1,319


1,550

 

(231)


7,547

Refinaria de Petróleo Riograndense S.A. (ii)

67,970


(31,664)


33

 

22,569


31,553

 

(10,514)


8,273

Latitude Logística Portuária S.A. (iii)

8,985


(3,019)


50

 

4,492


6,002

 

(1,509)


(51)

Navegantes Logística Portuária S.A. (iii)

35,963


(11,546)


33

 

11,988


15,836

 

(3,849)


(3,058)

Nordeste Logística I S.A. (iii)

18,728


337


33

 

6,243


7,071

 

112


(221)

Nordeste Logística II S.A. (iii)

53,181


1,532


33

 

17,727


17,216

 

511


(1,719)

Nordeste Logística III S.A. (iii)

54,564


1,052


33

 

18,188


18,004

 

316


298

Química da Bahia Indústria e Comércio S.A.

6,637


(319)


50

 

3,319


3,478

 

(159)


(11)

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

116,358


5,295


50

 

58,179


54,155

 

2,647


Other investments



 

231


349

 


Associates

 


 


 

 

 


 

 

 


 

Hidrovias do Brasil S.A. (vii)

1,341,689



39.98

 

536,407


 


Transportadora Sulbrasileira de Gás S.A. (iv)

16,078


4,448


25

 

4,020


3,978

 

1,112


973

Metalúrgica Plus S.A. (v)

(906)


(138)


33

 

(302)


(256)

 

(46)


(55)

Plenogás Distribuidora de Gás S.A. (v)

2,656


1,543


33

 

885


497

 

513


41

Other investments



 

31


33

 


Goodwill on investments

 


 


 

 

 


 

 

 


 

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



 

117,306


158,634

 

-


Hidrovias do Brasil S.A. (vii)



 

756,127


-

 

-


-

Fair value adjustments arising from joint ventures and associates acquisition

 


 


 

 

 


 

 

 


 

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



 

39,645


-

 

(1,682)


-

 

 


 


 

 

 


 

 

 


 

Total (A)

 


 


 

 

1,598,374


318,100

 

(12,779)


12,017

Total provision for equity deficit (B)

 


 


 

 

(302)


(256)

 

 


 

Total investments (A-B)

 


 


 

 

1,598,676


318,356

 

 


 

 

The percentages in the table above are rounded.

 

(i)
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.
(ii)
The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“RPR”), which is primarily engaged in oil refining.
(iii) The subsidiary Ipiranga participates in the port concession BEL02A at the port of Miramar, in Belém (PA), through Latitude Logística Portuária S.A. (“Latitude”); for the port of Vitória (ES), it participates through Navegantes Logística Portuária S.A. (“Navegantes”); in Cabedelo (PB), it holds an interest in Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II”) and Nordeste Logística III S.A. (“Nordeste Logística III”).
(iv)
The subsidiary Ipiranga holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”), which is primarily engaged in natural gas transportation services.
(v)
The subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”), which is primarily engaged in the manufacture and trading of LPG containers and has interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”), which is primarily engaged in the marketing of LPG containers. Currently, the associates have their operational activities suspended.
(vi)
The subsidiary Ultracargo Logística S.A. acquired a 50% interest in Opla on July 1, 2023. The purchase price allocation (PPA) was completed in June 2024. For further information, see Note 28.
(vii)
The Company considered as reference equity the base date of March 31, 2024, according to the published financial statements disclosed by Hidrovias. The share of profit (loss) of the associate is recorded with a 2-month lag as from May 2024, the date on which the Company began to hold significant influence in Hidrovias. For further information, see Note 28.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:

 

 

Consolidated

 

Proportion of interest in share capital and voting rights held by non-controlling interests

 

Equity attributable to non-controlling interests


Income allocated to non-controlling interests for the period

 

06/30/2024

12/31/2023

 

06/30/2024

12/31/2023


06/30/2024

06/30/2023

Subsidiaries

%

%

 

 

 


 

 

Iconic Lubrificantes S.A.

44%

44%

 

508,516

477,710


75,475

34,113

Other investments

-

-

 

61,533

45,621


1,795

2,462

 

 

 

 

570,049

523,331


77,270

36,575

 

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, 2023 (i)

12,231,312

 

35,031

 

12,266,343

 

313,848

 

4,252

 

318,100

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

849,035

 

(10,674)

 

838,361

 

(12,676)

 

1,579

 

(11,097)

Amortization of fair value adjustments

-

 

-

 

-

 

(1,682)

 

-

 

(1,682)

Dividends

(200,000)

 

 

(200,000)

 

 

(1,196)

 

(1,196)

Equity instrument granted (ii)

12,675

 

 

12,675

 

 

 

Accumulated other comprehensive income

6,986

 

1,526

 

8,512

 

1,526

 

 

1,526

Capital increase in cash

584,085

 

 

584,085

 

 

 

Capital increase in shares

133,552

 

 

133,552

 

 

 

Acquisition of shares of Hidrovias do Brasil S.A. 

 

 

 

-

 

647,201

 

647,201

Transfers of financial assets to investments (iii)

-

 

-

 

-

 

-

 

645,333

 

645,333

Other movements

121

 

5

 

126

 

190

 

(1)

 

189

Balance as of June 30, 2024 (i)

13,617,766

 

25,888

 

13,643,654

 

301,206

 

1,297,168

 

1,598,374

 

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Total

Balance as of December 31, 2022 (i)

12,141,736

 

28,705

 

12,170,441

 

106,843

 

4,384

 

111,227

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

2,482,877

 

7,627

 

2,490,504

 

9,840

 

2,068

 

11,908

Dividends

(1,782,516)

 

(2,196)

 

(1,784,712)

 

(11,072)

 

(2,200)

 

(13,272)

Equity instrument granted (ii)

5,598

 

 

5,598

 

899

 

 

899

Accumulated other comprehensive income

(7,163)

 

895

 

(6,268)

 

 

 

Capital increase in cash

422,886

 

 

422,886

 

 

 

Shareholder transactions - changes of interest

168

 

 

168

 

 

 

Acquisition of Imaven Imóveis Ltda.

60,930

 

 

60,930

 

 

 

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

 

 

 

210,096

 

 

210,096

Capital decrease

(1,093,204)

 

 

(1,093,204)

 

(3,100)

 

 

(3,100)

Other movements

 

 

 

342

 

 

342

Balance as of December 31, 2023

12,231,312

 

35,031

 

12,266,343

 

313,848

 

4,252

 

318,100

 

(*)  Adjusted for unrealized profits between subsidiaries.

(i)   Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.

(ii) Amounts refer to grants of long-term incentives in subsidiaries Ultrapar Mobilidade, Ultragaz Participações and Ultrapar Logística.

(iii) Amounts refer to the acquisition of stake in Hidrovias do Brasil S.A. For further details, see Note 28.c.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

 

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

 

a.Right-of-use assets

  • Consolidated

 

Real estate


Port areas


Vehicles


Equipment


Others


Total

Weighted average useful life (years)

9


32


3


3


20


Cost:

 


 


 


 


 


 

Balances as of 12/31/2023

1,998,866


314,964


270,388


38,278


27,846


2,650,342

Additions and remeasurement (i)

32,336


3,269


64,626


57



100,288

Write-offs

(75,151)



(32,634)


(223)



(108,008)

Balance as of 06/30/2024

1,956,051


318,233


302,380


38,112


27,846


2,642,622

Accumulated amortization:

 


 


 


 


 


 

Balances as of 12/31/2023

(753,198)


(44,620)


(109,967)


(5,184)


(25,847)


(938,816)

Write-offs

53,961



6,172


206



60,339

Transfers (ii)

(2,222)


-





(2,222)

Amortization

(100,356)


(4,034)


(39,733)


(3,924)


(1,878)


(149,925)

Balance as of 06/30/2024

(801,815)


(48,654)


(143,528)


(8,902)


(27,725)


(1,030,624)

Net amount as of June 30, 2024

1,154,236


269,579


158,852


29,210


121


1,611,998

Net amount as of December 31, 2023

1,245,668


270,344


160,421


33,094


1,999


1,711,526

 

(i)       Considers R$ 97,809 referring to additions and remeasurements between right-of-use assets and leases payable.

(ii)      Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation.

 

b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2023

1,523,935

Interest accrued

65,913

Payments of leases

(139,412)

Interest payment

(81,328)

Additions and remeasurement

97,809

Write-offs

(40,748)

Balance as of June 30, 2024

1,426,169

 

 

Current

332,402

Non-current

1,093,767



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

The undiscounted future cash outflows are presented below:

 

 

06/30/2024

 

12/31/2023

Up to 1 year

430,076

 

418,450

1 to 2 years

259,018

 

322,165

2 to 3 years

213,979

 

227,785

3 to 4 years

169,940

 

189,744

4 to 5 years

140,426

 

147,977

More than 5 years

947,158

 

1,003,655

Total

2,160,597

 

2,309,776

 

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

 

b.1. Discount rates

 

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

 

Contracts by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

10.46%

From 6 to 10 years

9.94%

From 11 to 15 years

9.56%

More than 15 years

9.61%

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

The effects of inflation for the period ended June 30, 2024, are as follows:

 

Right-of-use asset, net

 

Nominal base

1,611,998

Inflated base

1,976,048

 

22.6%

Leases payable

 

Nominal base

1,426,169

Inflated base

1,790,219

 

25.5%

Financial expenses

 

Nominal base

65,913

Inflated base

81,454

 

23.6%

Amortization expense

 

Nominal base

149,925

Inflated base

173,110

 

15.5%

 

The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended June 30, 2024, are presented below:



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

Potential right of recoverable PIS and COFINS

Cash flow at present value

131,921

Nominal cash flow

199,855


 

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

 

 

Land


Buildings


Leasehold improvements


Machinery and equipment


Automotive fuel/lubricant distribution equipment and facilities


LPG tanks and bottles


Vehicles


Furniture and fixtures


IT equipment


Construction in progress


Advances to suppliers


Imports in progress


Total

Weighted average useful life (years)

-


31


13


11


13


8


10


8


5


-


-


-


Cost

 


 


 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023

607,152


1,646,996


1,292,998


3,530,184


3,361,637


1,006,398


371,434


212,640


318,721


783,496


32,557


3,107


13,167,320

Additions


34,048


14,062


60,608


39,961


37,418


89,302


4,502


4,070


296,614


25,364



605,949

Transfers (i)

5,073


72,813


35,601


34,762


59,140


1


6,097


14


(5,417)


(191,010)


(3,968)


(3,107)


9,999

Write-offs

(5,356)


(30,582)


(9,118)


(2,779)


(90,313)


(11,593)


(14,702)


(525)


(931)


(2,853)


(148)



(168,900)

Balance as of 06/30/2024

606,869


1,723,275


1,333,543


3,622,775


3,370,425


1,032,224


452,131


216,631


316,443


886,247


53,805



13,614,368

Accumulated depreciation

 


 


 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023


(536,518)


(683,187)


(2,147,842)


(2,238,843)


(605,298)


(181,511)


(130,117)


(254,952)





(6,778,268)

Depreciation


(28,329)


(36,448)


(102,927)


(92,000)


(45,157)


(17,101)


(7,371)


(11,448)





(340,781)

Transfers (i)


(15,425)


1,622


3


(5,839)


-


(136)


13


6,324





(13,438)

Write-offs


1,851


5,058


1,796


80,496


9,610


5,124


158


745





104,838

Balance as of 06/30/2024


(578,421)


(712,955)


(2,248,970)


(2,256,186)


(640,845)


(193,624)


(137,317)


(259,331)





(7,027,649)

Provision for losses:

 


 


 


 


 


 


 


 


 


 


 


 


 

Balance as of 12/31/2023

(146)


(17)


(11)


(1,295)


(2)









(1,471)

Additions








(21)






(21)

Balance as of 06/30/2024

(146)


(17)


(11)


(1,295)


(2)




(21)






(1,492)

Net amount as of June 30, 2024

606,723


1,144,837


620,577


1,372,510


1,114,237


391,379


258,507


79,293


57,112


886,247


53,805



6,585,227

Net amount as of December 31, 2023

607,006


1,110,461


609,800


1,381,047


1,122,792


401,100


189,923


82,523


63,769


783,496


32,557


3,107


6,387,581

 

(i) Refers to R$ 5,661 transferred to intangible assets and R$ 2,222 transferred from right-of-use assets.

 

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

 

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


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

Balances and changes in intangible assets are as follows:

 

 

Goodwill (a)


Software


Distribution rights


Brands


Trademark rights


Others


Decarbonization credits (CBIO) and carbon credits


Total

Weighted average useful life (years)

-


5


15


-


30


3


-


 

Cost

 


 


 


 


 


 


 


 

Balance as of 12/31/2023

943,125


1,503,601


155,174


62,303


120,960


15,127


710,710


3,511,000

Additions


81,486


14,460



7


224


450,852


547,029

Transfers (i)

-


(21,666)


1,412


(948)



346


(389)


(21,245)

Write-offs


(2,451)


(1)



246



(1,018,363)


(1,020,569)

Exchange rate variation


108







108

Adjustment from acquisition of subsidiaries

(374)








(374)

Balance as of 06/30/2024

942,751


1,561,078


171,045


61,355


121,213


15,697


142,810


3,015,949

Accumulated amortization

 


 


 


 


 


 


 


 

Balance as of 12/31/2023


(826,773)


(106,145)



(18,931)


(5,234)



(957,083)

Amortization


(106,431)


(2,506)



(2,234)


(1,848)



(113,019)

Transfers (i)


26,890


18




(2)



26,906

Write-offs


1,493


294



156




1,943

Balance as of 06/30/2024


(904,821)


(108,339)



(21,009)


(7,084)



(1,041,253)

Net amount as of June 30, 2024

942,751


656,257


62,706


61,355


100,204


8,613


142,810


1,974,696

Net amount as of December 31, 2023

943,125


676,828


49,029


62,303


102,029


9,893


710,710


2,553,917

 

(i) Refers to R$ 5,661 transferred from property, plant and equipment.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


a. Goodwill

 

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

 

 

Segment


06/30/2024


12/31/2023

Goodwill on the acquisition of:

 


 


 

Ipiranga (i)

Ipiranga


276,724


276,724

União Terminais

Ultracargo


211,089


211,089

Texaco

Ipiranga


177,759


177,759

Iconic (CBLSA)

Ipiranga


69,807


69,807

Temmar

Ultracargo


43,781


43,781

DNP

Ipiranga


24,736


24,736

Repsol

Ultragaz


13,403


13,403

Neogás

Ultragaz


7,761


7,761

Stella

Ultragaz


103,051


103,051

Serra Diesel

Ultrapar


13,843


14,217

TEAS (ii)

Ultracargo


797


797

 

 


942,751


943,125

 

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

(ii) On April 27, 2023, the Company was merged into Ultracargo Logística S.A.


Goodwill presented above are based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the three-month period ended June 30, 2024, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.


Goodwill from investments in joint ventures and associates are presented under investments, for further information see Note 11.


b. Acquisition and provision for decarbonization credits (Consolidated)

 

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

 

The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being retired according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”). The Company reached the 2023 retirement target in March 2024, in accordance with Decree 11,499/2023, which exceptionally establishes the deadline for retirement of decarbonization credits until March 2024 to meet the 2023 target.

 

The acquisition obligation is recorded under “Provision for decarbonization credits” with a corresponding entry in Other operating income (expenses), in proportion to the annual targets established by the ANP, based on the average acquisition cost of the credits acquired and the fair value of the credits traded on B3 on the closing date for the credits to be acquired. The provision is realized when credits are retired. 


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

 

a. Breakdown

 

Description

 

Index/Currency

Weighted average financial charges 2024 (p.a.)

Weighted average hedging instruments

Maturity

 

06/30/2024

 

12/31/2023

Foreign currency:

 

 

 

 

 

 

 

 

 

Notes in the foreign market

 

USD

5.25%

138.7% of DI **

2026 and 2029

 

4,224,619

 

3,694,339

Foreign loan

 

USD

5.10%

109.9% of DI

2024 and 2025

 

1,169,217

 

439,852

Foreign loan

 

JPY

1.32%

108.9% of DI

2024 and 2025

 

828,483

 

126,171

Foreign loan

 

EUR

4.40%

109.4% of DI

2024 and 2025

 

724,920

 

1,018,429

 

 

 

 

 

 

 

 

 

 

Total in foreign currency

 

 

 

 

 

 

6,947,239

 

5,278,791

 

 

 

 

 

 

 

 

 

 

Brazilian Reais:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures – CRA

 

IPCA+

5.98%

102.6% of DI

2024 to 2032

 

2,888,837

 

3,434,287

Debentures – CRA

 

DI+

0.70%

-

2027

 

488,950

 

488,269

Debentures – CRA

 

Fixed rate

11.17%

104.3% of DI

2027

 

511,910

 

539,914

Debentures – Ultracargo

 

Fixed rate

6.47%

99.9% of DI

2024

 

89,065

 

87,826

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

IPCA +

4.11%

111.4% of DI

2028

 

556.498

 

556,677

CCB

 

%DI

108.37%

-

2025 to 2026

 

1,030,936

 

552,407

CDCA

 

% DI

108.71%

-

2025 to 2027

 

285,557

 

201,848

CDCA

 

DI+

0.92%

-

2027

 

504,735

 

FINEP

 

TJLP (1)

1.00%

-

2024 to 2026

 

972

 

1,264

Total in Brazilian Reais

 

 

 

 

 

 

6,357,460

 

5,862,492

Total in foreign currency and Brazilian Reais

 

 

 

 

 

 

13,304,699

 

11,141,283

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (*)

 

 

 

 

 

 

398,470

 

626,734

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

13,703,169

 

11,768,017

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

3,414,806

 

1,993,254

 

 

 

 

 

 

 

 

 

 

1 to 2 years

 

 

 

 

 

 

1,443,774

 

1,879,412

2 to 3 years

 

 

 

 

 

 

3,609,507

 

2,243,967

3 to 4 years

 

 

 

 

 

 

946,117

 

1,023,820

4 to 5 years

 

 

 

 

 

 

3,174,036

 

1,691,595

More than 5 years

 

 

 

 

 

 

1,114,929

 

2,935,969

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

10,288,363

 

9,774,763

 

(*) Accumulated losses (see Note 26.h).

(**)  Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


1) Refers to a hedge instruments with the notional value of USD 300 millions.
2) TJLP (Long-term Interest Rate) = set by the National Monetary Council, the TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. As of June 30, 2024, TJLP was fixed at 6.67% p.a.

 

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

 

Balance as of December 31, 2023

 

11,768,017

Proceeds

 

2,856,034

Interest accrued

 

378,509

Principal payment

 

(1,386,628)

Interest payment

 

(381,222)

Monetary and exchange rate variations

 

891,490

Change in fair value

 

(194,767)

Hedge result

 

(228,264)

Balance as of June 30, 2024

 

13,703,169

 

The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of June 30, 2024, the amount recognized in profit or loss was R$ 8,237. The balance to be recognized in the next years is R$ 75,124.

 

b. Guarantees

 

The financing does not have collateral as of June 30, 2024, and December 31, 2023 and has guarantees and promissory notes in the amount of R$ 13,105,248 as of June 30, 2024 (R$ 10,966,890 as of December 31, 2023).

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 104,835 as of June 30, 2024 (R$ 103,600 as of December 31, 2023).              

 

The subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees on the amount of R$ 305,844 (R$ 397,152 as of December 31, 2023). If the subsidiary Ipiranga 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 June 30, 2024, the subsidiary Ipiranga did not have losses in connection with these collateral arrangements. 

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


c. Relevant operations contracted in the period

 

The main operations contracted in the period are shown below:


Description

Index/Currency

Financial Charges

Hedging instruments

Data de emissão

Maturity

Principal

Principal in R$

Remuneration payment

Nominal amount payment

Company

CDCA

% DI

108.00%

N/A

Jan/24

Jan/25

R$ 80,000

R$ 80,000

Quarterly

At final maturity

Ipiranga

4131

EUR

4.33%

111.9% of DI

Jan/24

Jan/25

EUR 23,500

R$ 126,195

Semiannualy

At final maturity

Iconic

CCB

% DI

108.37%

N/A

Mar/24

Mar/25

R$ 500,000

R$ 500,000

Annualy

At final maturity

Ipiranga

4131

EUR

4.43%

108.5% of DI

Mar/24

Mar/25

EUR 46,040

R$ 247,099

Semiannualy

At final maturity

Ipiranga

4131

JPY

1.32%

108.9% of DI

Mar/24

Aug/24

JPY 3,760,000

R$ 123,742

At final maturity

At final maturity

Ultracargo Logística

4131

EUR

4.38%

108.5% of DI

Mar/24

Mar/25

EUR 45,977

R$ 246,897

Semiannualy

At final maturity

Ultracargo Logística

4131

EUR

4.64%

115.5% of DI

Mar/24

Sep/24

EUR 4,629

R$ 25,000

At final maturity

At final maturity

Serra Diesel

CCB

% DI

108.37%

N/A

Apr/24

Apr/26

R$ 500,000

R$ 500,000

Annualy

At final maturity

Ipiranga

4131

USD

6.11%

112.4% of DI

Apr/24

Apr/25

USD 9,728

R$ 48,601

Semiannualy

At final maturity

Iconic

CDCA

DI +

0.92%

N/A

May/24

Apr/27

R$ 500,000

R$ 500,000

Annualy

2026 and 2027

Ipiranga

4131

JPY

1.44%

108.1% of DI

May/24

Oct/24

JPY 7,530,077

R$ 258,500

At final maturity

At final maturity

Ultracargo Logística

CDCA

%DI

109.00%

N/A

Jun/24

Apt/27

R$ 200,000

R$ 200,000

Quarterly

At final maturity

Ipiranga


 

a. Trade payables

 

 

06/30/2024

 

12/31/2023

Domestic suppliers

2,683,285

 

2,842,433

Foreign suppliers

356,016

 

1,692,786

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

87,521

 

147,452

 

3,126,822

 

4,682,671

 

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

 

b. Trade payables - reverse factoring

 

 

06/30/2024

 

12/31/2023

Domestic suppliers - reverse factoring

1,531,298

 

1,039,366

 

1,531,298

 

1,039,366

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


17. 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. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee. 

 

In the six-month period ended June 30, 2024 the subsidiaries contributed R$ 11,180 to Ultraprev (R$ 11,172 in the six-period ended June 30, 2023).

 

The balance of R$ 13,128 (R$ 18,271 as of December 31, 2023) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 16 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.

 

The total number of participating employees as of June 30, 2024 is 3,886 active participants and 293 retired participants (4,053 active participants and 298 retired participants as of December 31, 2023). In addition, Ultraprev had 22 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 

b. Post-employment benefits (Consolidated)

 

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

 

The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of June 30, 2024.

 

 

06/30/2024

 

12/31/2023

Health and dental care plan (1)

217,162

 

211,279

Indemnification of FGTS

41,101

 

38,456

Seniority bonus

2,153

 

2,026

Life insurance (1)

13,618

 

13,062

Total

274,034

 

264,823

Current

23,736

 

23,612

Non-current

250,298

 

241,211

 

(1)     Applicable to Ipiranga, Tropical and Iconic.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

a. Provisions for tax, civil and labor risks

 

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

 

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

 

Provisions

Balance as of 12/31/2023

 

Additions

 

Reversals

 

Payments

 

Interest

 

Balance as of 06/30/2024

IRPJ and CSLL (a.1)

636,167

 

179

 

(2,026)

 

(89)

 

11,938

 

646,169

Tax

107,172

 

6,396

 

(37,201)

 

(3,974)

 

2,961

 

75,354

Civil, environmental and regulatory claims

150,258

 

59,613

 

(5,875)

 

(10,482)

 

17

 

193,531

Labor litigation

59,144

 

8,875

 

(12,539)

 

(3,124)

 

126

 

52,482

Provision for indemnities (a.2)

203,780

 

2,464

 

(18,976)

 

(207)

 

-

 

187,061

Others

147,609

 

7,216

 

(2,003)

 

 

871

 

153,693

Total

1,304,130

 

84,743

 

(78,620)

 

(17,876)

 

15,913

 

1,308,290

Current

45,828

 

 

 

 

 

 

 

 

 

56,271

Non-current

1,258,302

 

 

 

 

 

 

 

 

 

1,252,019

 

Balances of escrow deposits are as follows:

 

 

06/30/2024

 

12/31/2023

Tax

885,187

 

856,830

Labor

32,372

 

37,715

Civil and others

136,982

 

138,172

 

1,054,541

 

1,032,717

 

In the six-month period ended June 30, 2024, the monetary variation on escrow deposits amounted to R$ 24,319 (R$ R$ 25,528 as of June 30, 2023), recorded with a corresponding entry to financial income in profit or loss.

 

a.1 Provision for tax matters

 

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits, which amounted to R$ 611,856 as of June 30, 2024 (R$ 600,259 as of December 31, 2023). 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. Currently, the lawsuit awaits a definitive ruling from the court of origin in the Writ of Mandamus records.

 

a.2 Provision for indemnities

 

On April 1, 2022, Ultrapar concluded the transaction for the sale of Oxiteno, for which it was agreed that Ultrapar is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. As of June 30, 2024, a provision for indemnities in the amount of R$ 156,342 (R$ 168,568 as of December 31, 2023) was recorded, it is distributed as follows: R$ 92,428 (R$ 92,823 as of December 31, 2023) relate to labor claims, R$ 17,575 (R$ 17,584 as of December 31, 2023) to civil claims, and R$ 46,339 (R$ 58,160 as of December 31, 2023) to tax claims, which may be reimbursed to Indorama, in the event of materialization of such losses.

 

On August 1, 2022, Ultrapar concluded the transaction for the sale of Extrafarma, for which it was agreed that the former shareholder, subsidiary Ipiranga, is responsible, in accordance with the terms and conditions of the share purchase and sale agreement, for losses resulting from claims arising from acts, facts or omissions that occurred prior to the closing of the transaction. As of June 30, 2024, a provision for indemnities in the amount of R$ 30,445 (R$ 35,075 as of December 31, 2023) was recorded, of which R$ 10,530 (R$ 16,259 as of December 31, 2023) relate to labor claims, R$ 6,784 (R$ 6,420 as of December 31, 2023) to civil claims, and R$ 13,131 (R$ 12,395 as of December 31, 2023) to tax claims, which may be reimbursed to Pague Menos, in the event of materialization of such losses.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of its external legal advisors and, based on these assessments, these claims were not provided for in the interim financial information. The estimated amount of this contingency is R$ 5,113,832 as of June 30, 2024 (R$ 4,013,392 as of December 31, 2023).

 

b.1 Contingent liabilities for tax and social security matters

 

The Company and its subsidiaries have contingent liabilities for tax and social security matters in the amount of R$ 4,093,773 as of June 30, 2024 (R$ 3,148,222 as of December 31, 2023), mainly represented by:

 

b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products, which are subsequently sold, are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 184,473 as of June 30, 2024 (R$ 185,388 as of December 31, 2023).


b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,359,271 as of June 30, 2024 (R$ 1,380,424 as of December 31, 2023). Such proceedings arise mostly from: i) credits considered undue in the amount of R$ 89,420 as of June 30, 2024 (R$ 201,408 as of December 31, 2023), ii) alleged non-payment in the amount of R$ 154,284 as of June 30, 2024 (R$ 178,825 as of December 31, 2023); iii) conditioned fruition of tax incentive in the amount of R$ 235,318 as of June 30, 2024 (R$ 193,912 as of December 31, 2023); iv) inventory differences in the amount of R$ 279,450 as of June 30, 2024 (R$ 282,254 as of December 31, 2023); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 184,560 (R$ 271,518 as of December 31, 2023).

 

b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total R$ 2,284,757 as of June 2024 (R$ 1,394,010 as of December 31, 2023), 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$ 260,395 as of June 30, 2024 (R$ 233,805 as of December 31, 2023), which includes the amount of the income taxes, interest and penalty.

 

b.1.3.2 The subsidiary IPP received new court orders disallowing PIS/COFINS credits, in the amount of R$ 918,910 as of June 30, 2024, resulting from rental, freight, storage and hydrated ethanol of the calculation period from 2017 to 2019.

 

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$ 754,651 as of June 30, 2024 (R$ 624,653 as of December 31, 2023), mainly represented by:

 

b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE issued a decision against Cia. Ultragaz and imposed a penalty of R$ 37,482 as of June 30, 2024 (R$ 36,935 as of December 31, 2023). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 

b.2.2 The subsidiary Cia. Ultragaz has lawsuits totaling R$ 161,372 as of June 30, 2024 (R$ 113,756 as of December 31, 2023) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

b.3 Contingent liabilities for labor matters
 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 265,407 as of June 30, 2024 (R$ 240,515 as of December 31, 2023).

 

c. Lubricants operation between Ipiranga and Chevron

 

The amounts of provisions of Chevron’s liability of R$ 32,212 (R$ 29,022 as of December 31, 2023) are reflected in the consolidation of this financial information and an indemnification asset in the same amount was constituted, recorded under Other receivables – indemnification asset. The amount of the provision of Chevron’s liability of R$ 32,212 refers substantially to: (i) R$ 28,896 in ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 3,099 in labor claims. 

 

Additionally, in connection with the business combination, a provision of R$ 198,900 was recognized on December 1, 2017 related to contingent liabilities and an indemnification asset in the same amount was recognized under Other receivables - indemnification asset, with a balance of R$ 95,897 as of June 30, 2024 (R$ 95,905 as of December 31, 2023). The amounts of provisions and contingent liabilities recognized in the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses. 


 

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.

 

On February 15, 2023, August 9, 2023, and January 16, 2024, the Board of Directors approved the issuance of 31,211, 8,199 and 191,788, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants. 

 

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, 753,973 shares linked to the subscription warrants – indemnification were canceled and not issued. As of June 30, 2024, R$ 14,505 was recorded as financial income (financial expense of R$ 20,891 as of June 30, 2023) due to the update of subscription warrants, and 3,063,194 shares linked to subscription warrants remain retained – indemnification which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 66,165 (R$ 87,299 as of December 31, 2023). 

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

a. Share capital

 

As of June 30, 2024, the subscribed and paid-up capital consists of 1,115,404,268 common shares with no par value (1,115,212,490 as of December 31, 2023), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

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

 

The price of the outstanding shares on B3 as of June 30, 2024, was R$ 21.60 (R$ 26.51 as of December 31, 2023).

 

As of June 30, 2024, there were 59,222,889 common shares outstanding abroad in the form of ADRs (52,197,033 shares as of December 31, 2023).

 

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 8.c). As of June 30, 2024, the balance of treasury shares granted with right of use was 12,951,481 common shares (9,515,384 as of December 31, 2023).

 

c. Treasury shares

 

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

 

As of June 30, 2024, the balance was R$ 450,284 (R$ 470,510 as of December 31, 2023) and 11,635,147 common shares (16,195,439 as of December 31, 2023) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 18.31.

 

 

 

06/30/2024

Balance of unrestricted shares held in treasury

 

11,635,147

Balance of treasury shares granted with right of use (see Note 20.b)

 

12,951,481

Total balance of treasury shares as of June 30, 2024

 

24,586,628

 

d. Capital reserve

 

The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.c.

 

Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 15, 2023, August 9, 2023 and February 28, 2024, there was an increase in the reserve in the amounts of R$ 411, R$ 149 and R$ 5,631, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).

 

e. Approval of additional dividends to the minimum mandatory dividends

 

On February 28, 2024, the Board of Directors approved and on April 17, 2024 the Ordinary General Shareholders’ Meeting ratified the payment of the Company’s additional dividends to the Company's minimum mandatory dividends related to 2023 in the amount of R$ 134,031.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024



 

06/30/2024

 

06/30/2023

Sales revenue:

 

 

 

Merchandise

64,439,068

 

61,128,894

Services rendered and others

875,250

 

791,562

Sales returns, rebates and discounts

(514,560)

 

(440,651)

Amortization of contract assets

(254,977)

 

(302,473)

 

64,544,781

 

61,177,332

Taxes on sales

(1,804,932)

 

(1,033,039)

Net revenue

62,739,849

 

60,144,293

 

 

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

 

 

Parent

 

Consolidated

 

06/30/2024

 

06/30/2023

 

06/30/2024

 

06/30/2023

Raw materials and materials for use and consumption

-

 

 

(57,601,501)

 

(55,690,376)

Personnel expenses

(123,920)

 

(103,493)

 

(1,254,139)

 

(1,104,458)

Freight and storage

-

 

 

(625,499)

 

(728,303)

Decarbonization obligation (a)

-

 

 

(321,269)

 

(376,615)

Services provided by third parties

(34,305)

 

(35,099)

 

(347,580)

 

(305,428)

Depreciation and amortization

(7,430)

 

(5,092)

 

(453,800)

 

(402,484)

Amortization of right-of-use assets

(1,362)

 

(1,110)

 

(149,925)

 

(150,217)

Advertising and marketing

(798)

 

(425)

 

(88,572)

 

(78,525)

Other expenses and income, net (b)

18,694

 

(30,069)

 

(121,720)

 

(220,019)

SSC/Holding expenses

156,211

 

143,582

 

 

Total

7,090

 

(31,706)

 

(60,964,005)

 

(59,056,425)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(58,570,545)

 

(56,759,303)

Selling and marketing

 

 

(1,213,129)

 

(1,034,750)

General and administrative

(24,765)

 

(31,544)

 

(954,302)

 

(923,166)

Other operating income (expenses), net

31,855

 

(162)

 

(226,029)

 

(339,206)

Total

7,090

 

(31,706)

 

(60,964,005)

 

(59,056,425)

 

(a)

Refers to the obligation adopted by RenovaBio to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. For further information, see Note 14.b

(b) Includes gains from receipt of asset insurance claims in 2024 in the amount of R$ 35,239.

          


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

 

 

Parent

 

Consolidated

 

06/30/2024

 

06/30/2023

 

06/30/2024

 

06/30/2023

Finance income:

 

 

 

 

 

 

 

Interest on financial investments

15,473

 

26,333

 

283,968

 

216,676

Interest from customers

 

 

72,965

 

56,074

Update of subscription warrants (see Note 19)

14,505

 

 

14,505

 

Selic interest on PIS/COFINS credits

3

 

 

22,212

 

44,905

Update of provisions and other income

12,891

 

24,629

 

47,130

 

59,467

 

42,872

 

50,962

 

440,780

 

377,122

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(911)

 

(43,954)

 

(585,870)

 

(657,631)

Interest on leases payable

(399)

 

(312)

 

(65,913)

 

(71,547)

Update of subscription warrants (see Note 19)

 

(20,891)

 

 

(20,891)

Bank charges, financial transactions tax, and other taxes

(17,475)

 

(913)

 

(81,114)

 

(60,416)

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

1,624

 

51

 

(177,953)

 

(51,295)

Update of provisions, net, and other expenses

(5,602)

 

(10,594)

 

(18,447)

 

(43,659)

 

(22,763)

 

(76,613)

 

(929,297)

 

(905,439)

Total

20,109

 

(25,651)

 

(488,517)

 

(528,317)

 

 

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.c and 19, respectively.

 

 

04/01/2024 to 06/30/2024

 

01/01/2024 to 06/30/2024

 

04/01/2023 to 06/30/2023

 

01/01/2023 to 06/30/2023

Basic earnings per share 

 

 

 

 

 

 

 

Net income for the period of the Company

437,915

 

869,389

 

213,876

 

475,941

Weighted average number of shares outstanding (in thousands)

1,103,371

 

1,101,195

 

1,095,037

 

1,095,106

Basic earnings per share - R$

0.3969

 

0.7895

 

0.1953

 

0.4346

Diluted earnings per share

 

 

 

 

 

 

 

Net income for the period of the Company

437,915

 

869,389

 

213,876

 

475,941

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

1,119,410

 

1,115,517

 

1,104,110

 

1,104,379

Diluted earnings per share - R$

0.3912

 

0.7794

 

0.1937

 

0.4310

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

1,103,371

 

1,101,195

 

1,095,037

 

1,095,106

Dilution effect

 

 

 

 

 

 

 

Subscription warrants

3,064

 

3,078

 

3,349

 

3,350

Stock plan

12,975

 

11,244

 

5,724

 

5,923

Weighted average number of shares for diluted earnings per share

1,119,410

 

1,115,517

 

1,104,110

 

1,104,379

 

Earnings per share were adjusted retrospectively by the issuance of 2,997,008 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

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

 

In 2024, the subsidiaries Millenium, Serra Diesel and Abastece Aí became part of the Ipiranga segment. The changes reflect the synergies and unification of the companies operating in the Company’s Mobility segment. The amounts relating to the aforementioned subsidiaries were previously presented under column “Others”.

 

The Company is restating the 2023 comparative balance for the Ipiranga segment in order to reflect the change in the segment structure.

 

a. Financial information related to segments

 

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

 

06/30/2024

Statement of income

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

57,124,000

5,194,022

526,857

4,775

62,849,654

(109,805)

62,739,849

Transactions with third parties

57,123,714

5,193,359

421,190

1,586

62,739,849

62,739,849

Intersegment transactions

286

663

105,667

3,189

109,805

(109,805)

Cost of products and services sold

(54,331,562)

(4,152,929)

(187,762)

(58,672,253)

101,708

(58,570,545)

Gross profit

2,792,438

1,041,093

339,095

4,775

4,177,401

(8,097)

4,169,304

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(939,224)

(269,146)

(5,801)

(12)

(1,214,183)

1,054

(1,213,129)

General and administrative

(598,567)

(169,975)

(84,542)

(111,217)

(964,301)

9,999

(954,302)

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

72,913

889

26

53

73,881

73,881

Other operating income (expenses), net

(274,571)

24,655

5,187

18,700

(226,029)

(226,029)

Operating income (loss)

1,052,989

627,516

253,965

(87,701)

1,846,769

2,956

1,849,725

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

(3,273)

468

2,416

(10,708)

(11,097)

(11,097)

Amortization of fair value adjustments on associates acquisition

-

-

(1,682)

-

(1,682)

-

(1,682)

Total share of profit (loss) of subsidiaries, joint ventures and associates

(3,273)

468

734

(10,708)

(12,779)

(12,779)

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

1,049,716

627,984

254,699

(98,409)

1,833,990

2,956

1,836,946

Depreciation and amortization (a)

230,119

154,407

59,045

9,042

452,613

(2,956)

449,657

Amortization of contractual assets with customers - exclusivity rights

254,305

672

254,977

254,977

Amortization of right-of-use assets

102,151

31,696

14,836

1,242

149,925

149,925

Amortization of fair value adjustments on associates acquisition

-

-

1,682

-

1,682

-

1,682

Total depreciation and amortization 586,575 186,775 75,563 10,284
859,197 (2,956) 856,241

 

(a) The amount is net of PIS and COFINS on depreciation on the amount of R$ 4,143.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


06/30/2023

Statement of income

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (1) (2) (Restated)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

54,327,096

5,416,947

493,843

1,845

60,239,731

(95,438)

60,144,293

Transactions with third parties

54,327,090

5,416,167

400,215

821

60,144,293

60,144,293

Intersegment transactions

6

780

93,628

1,024

95,438

(95,438)

Cost of products and services sold

(52,306,772)

(4,359,260)

(179,295)

-

(56,845,327)

86,024

(56,759,303)

Gross profit

2,020,324

1,057,687

314,548

1,845

3,394,404

(9,414)

3,384,990

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(724,561)

(303,949)

(6,208)

(32)

(1,034,750)

(1,034,750)

General and administrative

(590,916)

(147,483)

(80,780)

(113,401)

(932,580)

9,414

(923,166)

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

85,412

6,818

325

1

92,556

92,556

Other operating income (expenses), net

(348,303)

8,223

1,012

(138)

(339,206)

(339,206)

Operating income (loss)

441,956

621,296

228,897

(111,725)

1,180,424

1,180,424

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

(2,427)

(14)

7,548

6,910

12,017

12,017

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

439,529

621,282

236,445

(104,815)

1,192,441

1,192,441

Depreciation and amortization

202,655

139,003

50,968

5,524

398,150

398,150

Amortization of contractual assets with customers - exclusivity rights

301,804

670

302,474

302,474

Amortization of right-of-use assets

104,739

28,267

15,963

1,248

150,217

150,217

Total depreciation and amortization

609,198

167,940

66,931

6,772

850,841

850,841

 

(a) The amount is net of PIS and COFINS on depreciation on the amount of R$ 4,334.


(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 82,780 in 2024 (R$ 69,962 in 2023) of expenses related to Ultrapar's holding structure.

(2) The “Others” column refers to the parent Ultrapar and the subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.

 

06/30/2024

Main indicators - Cash flows

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal Segments

Eliminations

Total

Acquisition of property, plant and equipment

144,596

174,224

197,623

70,735

587,178

587,178

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

18,773

18,773

18,773

Acquisition of intangible assets

76,872

14,508

775

4,020

96,175

96,175

Payments of contractual assets with customers - exclusivity rights

195,748

195,748

195,748

Acquisition of CBIOS and carbon credits (Note 14)

449,740

681

431

450,852

450,852

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


06/30/2023

Main indicators - Cash flows

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (3) (Restated)

Subtotal Segments

Eliminations

Total

Acquisition of property, plant and equipment

135,139

188,855

32,573

1,497

358,064

358,064

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

22,238

22,238

22,238

Acquisition of intangible assets

76,714

18,885

2,818

98,417

98,417

Payments of contractual assets with customers - exclusivity rights

273,378

273,378

273,378

Acquisition of CBIOS and carbon credits (Note 14)

379,205

379,205

379,205

 

06/30/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (3)

Subtotal Segments

Total

Total assets (excluding intersegment transactions)

25,718,103

4,405,548

4,689,083

3,527,436

38,340,170

38,340,170

 

12/31/2023

Assets

Ipiranga (Restated)

Ultragaz

Ultracargo

Others (3) (Restated)

Subtotal Segments

Total

Total assets (excluding intersegment transactions)

25,511,804

4,144,983

3,233,270

5,361,917

38,251,974

38,251,974


(3) The “Others” column refers to the parent Ultrapar and the subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.


b. Geographic area information

 

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

 

 

06/30/2024

 

06/30/2023

Net revenue from sales and services:

 

 

 

Brazil

61,911,218

 

59,600,618

Europe

37,272

 

128,300

United States of America and Canada

574,070

 

370,763

Other Latin American countries

129,521

 

38,317

Others

87,768

 

6,295

Total

62,739,849

 

60,144,293

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

a. Risk management and financial instruments - governance

 

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

 

The Company reviews its internal risk management policies on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2023. No relevant changes were observed in such risk management and governance policies in relation to those disclosed as of December 31, 2023.


b. Currency risk

 

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

 

b.1 Assets and liabilities in foreign currencies

 

06/30/2024

 

12/31/2023

Assets in foreign currency

 

 

 

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

2,683,440

 

371,474

Foreign trade receivables, net of allowance for expected credit losses

53,117

 

84,855

Other receivables

 

715,877

Other assets of foreign subsidiaries

9,992

 

152,393

 

2,746,549

 

1,324,599

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and negative goodwill of notes in the foreign market (1)

(6,962,878)

 

(5,297,013)

Payables arising from imports

(281,417)

 

(1,730,426)

 

(7,244,295)

 

(7,027,439)

Balance (gross) of foreign currency hedging instruments

4,116,455

 

5,309,125

Net liability position - total

(381,291)

 

(393,715)

Net liability position - effect on statement of income

(381,291)

 

(382,858)

Net liability position - effect on equity

 

(10,857)

 

(1)     As of June 30, 2024, the amount of negative goodwill of notes in the foreign market was R$ 6,676 (R$ 8,107 as of December 31, 2023).

 

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

 

For the base scenario, the average U.S. dollar rate of R$ 5.6932 (*) was used, based on future market curves as of June 30, 2024 on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement. As of June 30, 2024, the closing rate considered was R$ 5.5589.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

The table below shows the effects of the exchange rate changes on the net liability position of R$ 381,291 in foreign currency as of June 30, 2024:

 

 

Risk

Probable Scenario

Effect on statement of income

Real devaluation

(9,214)

Effect on equity

Real devaluation

-

 

Net effect

(9,214)

Effect on statement of income

Real appreciation

9,214

Effect on equity

Real appreciation

-

 

Net effect

9,214

 

(*) Average US dollar as of June 30, 2024, according to benchmark rates as published by B3.

 

c. Interest rate risk

 

The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 4. Fundraising primarily relates to debentures and borrowings in foreign currency, as disclosed in Note 15.

 

The Company seeks to maintain most of its interest 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


06/30/2024

 

12/31/2023

DI

 


 

 

 

Cash equivalents

4.a


3,558,849

 

5,476,726

Financial investments

4.b


98,393

 

82,592

Trade receivables - sale of subsidiaries

5.c


219,910

 

208,487

Loans and debentures

15


(2,310,177)

 

(1,242,524)

Liability position of foreign exchange hedging instruments - DI

26.h


(3,857,814)

 

(4,629,475)

Liability position of fixed interest instruments + IPCA - DI

26.h


(3,571,675)

 

(3,938,201)

Liability net position in DI

 


(5,862,514)

 

(4,042,395)

TJLP

 


 

 

 

Loans – TJLP

15


(972)

 

(1,264)

Net liability position in TJLP

 


(972)

 

(1,264)

Total net liability position exposed to floating interest

 


(5,863,486)

 

(4,043,659)

 

c.2 Sensitivity analysis of floating interest rate risk

 

For the sensitivity analysis of floating rate risks as of June 30, 2024, the Company used the market curves of the benchmark indexes (DI and TJLP) as a base scenario.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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.

 

 

 

06/30/2024

Exposure to floating interest

Risk

Probable Scenario

Effect on interest of cash equivalents and financial investments

Decrease in DI (i)

4,784

Effect on interest of debt in DI

Decrease in DI (i)

(30,952)

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

Decrease in DI (i)

187,163

Incremental revenues/(expenses)

 

160,995

Effect on interest of debt in TJLP

Decrease in TJLP

(3)

Incremental expenses

 

(3)

 

(i) The annual base rate used was 10.40% and the sensitivity rate was 11.18% according to reference rates made available by B3, proportional to the 6 month period to sensitivity analysis.

 

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 cash equivalents, financial investments, hedging instruments and other receivables (see Note 4), and trade receivables (see Note 5).

 

d.1 Counterparties credit risk

 

The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of June 30, 2024, by counterparty rating, is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

06/30/2024

 

12/31/2023

AAA

 

7,240,727

 

6,714,493

AA

 

137,756

 

408,375

A

 

3,725

 

464

Others (*)

 

47,281

 

47,231

Total

 

7,429,489

 

7,170,563

 

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



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


d.2 Customer credit risk

 

The 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.

 

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

 

 

06/30/2024

 

12/31/2023

Ipiranga

356,313

 

350,375

Ultragaz

123,593

 

116,583

Ultracargo

10,275

 

1,301

Others

 

591

Total

490,181

 

468,850

 

 

06/30/2024

 

12/31/2023

Brazil

489,316

 

467,545

Other Latin American countries

358

 

40

Europe

330

 

425

Others

177

 

840

 

490,181

 

468,850

 

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

 

e. Commodities price risk

 

The table below shows the sensitivity analysis and positions of derivative financial instruments to hedge commodity price risk as of June 30, 2024, and December 31, 2023:

 

Derivative

 

Contract

 

Volume

 

Notional amount (USD thousand)

 

Fair value (R$ thousand)

 

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

 

 

Position

 

Product

 

Maturity

 

06/30/2024

 

12/31/2023

 

Unit

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

 

06/30/2024

 

12/31/2023

Commodity forward

 

Sold

 

Heating Oil

 

Dec/24

 

605,789

 

182,613

 

 

414,357

 

131,473

 

(9,812)

 

21,918

 

(672)

 

(2,308)

Commodity forward

 

Sold

 

RBOB

 

Sept/24

 

39,111

 

6,677

 

 

25,760

 

3,807

 

(571)

 

440

 

62

 

(11)

Commodity forward

 

Sold

 

Gas oil

 

Aug/24

 

8,994

 

 

tons

 

5,946

 

 

(273)

 

 

(532)

 

Commodity forward

 

Sold

 

Soybean Oil

 

Dec/24

 

16,680

 

6,000

 

pounds

 

8,039

 

2,977

 

3,688

 

(52)

 

28

 

22

Commodity forward

 

Purchased

 

Ethanol

 

Feb/25

 

29,700

 

 

 

13,309

 

 

5,377

 

 

12,608

 

Commodity forward

 

Purchased

 

Brent

 

-

 

1,800

 

40,000

 

 

153

 

-

 

(1)

 

-

 

(86)

 

-

Commodity forward

 

-

 

Sea Freight

 

-

 

 

12,230

 

tons

 

-

 

1,533

 

 

(1,505)

 

 

3,427

Commodity forward

 

Sold

 

Marine Fuel 

 

Aug/24

 

4,780

 

-

 

tons

 

2,830

 

8,231

 

214

 

(99)

 

214

 

1,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,378)

 

20,702

 

11,622

 

2,662



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


f. Liquidity risk

 

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

 

The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. The gross indebtedness due over the next twelve months, including estimated interest on loans, totaled R$ 3,935,048 (for quantitative information, see Note 15). As of June 30, 2024, the Company and its subsidiaries had R$ 4,131,561 in cash, cash equivalents, and short-term investments (for quantitative information, see Note 4).

 

The table below presents a summary of financial liabilities and leases payable as of June 30, 2024 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.

 

 

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) 

15,950,481

3,935,048

6,304,646

4,446,381

1,264,406

Hedging instruments(3) 

1,593,089

510,761

603,413

444,557

34,358

Trade payables

4,658,120

4,658,120

Leases payable

2,160,597

430,076

472,997

310,366

947,158

Financial liabilities of customers

279,110

25,085

254,025

Contingent consideration

88,555

88,555

Other payables

174,180

149,717

24,463

Total

24,904,132

9,708,807

7,659,544

5,289,859

2,245,922

 

(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of June 30, 2024.

 

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

 

(3) The hedging instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of June 30, 2024. In the table above, only the hedging instruments with negative results at the time of settlement were considered.

 

g. Capital management

 

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

 

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

 

 

 

06/30/2024

 

12/31/2023

Gross debt (a)

 

15,129,338

 

13,291,951

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

 

7,429,489

 

7,170,563

Net debt = (a) - (b)

 

7,699,849

 

6,121,388

Equity

 

14,853,851

 

14,029,826

Net debt-to-equity ratio

 

51.84%

 

43.63%


h. Selection and use of financial instruments


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


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

 

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 06/30/2024

 

Gains (losses) as of 06/30/2024

 

 

 

 

Assets

Liabilities

 

 

 

 

 

06/30/2024

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

53.6% of DI

 

-

 

26.i.1

 

-

 

 

 

5,581

 

Foreign exchange swap

 

Financing

 

USD + 5.45%

109.8% of DI

 

Sept/25

 

26.i.1

 

USD 206,067

 

38,756

 

 

120,065

 

Foreign exchange swap

 

Financing

 

EUR + 5.20%

109.4% of DI

 

Mar/25

 

26.i.1

 

EUR 120,147

 

30,058

 

 

38,259

 

Foreign exchange swap

 

Financing

 

JPY + 1.55%

108.9% of DI

 

Mar/25

 

26.i.1

 

JPY 24,098,829

 

2,284

 

(85,110)

 

(24,728)

 

Interest rate swap

 

Financing

 

IPCA + 5.07%

103.9% of DI

 

Jun/32

 

26.i.1

 

BRL 2,873,693

 

418,857

 

 

(131,339)

 

Interest rate swap

 

Financing

 

10.48%

103.6% of DI

 

Jul/27

 

26.i.1

 

BRL 615,791

 

 

(18,250)

 

(30,864)

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Dez/24

 

26.i.1

 

USD 184,089

 

20,042

 

(6,461)

 

(26,465)

 

NDF

 

Firm commitments

 

BRL

USD

 

Dec/24

 

26.i.1

 

USD 95,671

 

2,591

 

(12,489)

 

(29,462)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

512,588

 

(122,310)

 

(78,953)

 


Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Note

 

Notional amount 1

 

Fair value as of 06/30/2023

 

Gains (losses) as of 06/30/2023

 

 

 

 

Assets

Liabilities

 

 

 

 

 

06/30/2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

53.6% of DI

 

Oct/26

 

26.i.1

 

USD 234,000

 

 

(140,483)

 

(111,700)

 

(37,307)

Foreign exchange swap

 

Financing

 

USD + 5.13%

108.4% of DI

 

Sept/25

 

26.i.1

 

USD 331,067

 

58,291

 

(149,942)

 

(227,045)

 

Foreign exchange swap

 

Financing

 

EUR + 5.12%

111.9% of DI

 

Jan/24

 

26.i.1

 

EUR 22,480

 

 

(18,781)

 

(19,556)

 

Foreign exchange swap

 

Financing

 

JPY + 1.50%

109.4% of DI

 

Mar/25

 

26.i.1

 

JPY 12,564,393

 

 

(100,195)

 

(110,176)

 

Interest rate swap

 

Financing

 

IPCA + 5.03%

102.9% of DI

 

Jun/32

 

26.i.1

 

BRL 3,226,054

 

425,530

 

 

209,630

 

Interest rate swap

 

Financing

 

9.03%

102.7% of DI

 

Jun/27

 

26.i.1

 

BRL 198,791

 

2,620

 

(5,583)

 

3,523

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Aug/23

 

26.i.1

 

USD 61,362

 

3,485

 

(20,122)

 

39,682

 

NDF

 

Firm commitments

 

BRL

USD

 

Oct/23

 

26.i.1

 

USD 89,206

 

658

 

(1,989)

 

27,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

490,584

 

(437,095)

 

(187,972)

 

(37,307)

 

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 06/30/2024

 

Gains (losses) as of 06/30/2024

 

 

 

 

Assets

Liabilities

 

 

 

06/30/2024

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

52.5% of CDI

 

Jun/29

 

USD 300,000

 

330,318

 

 

136,792

 

NDF

 

Firm commitments

 

USD

BRL

 

Sept/24

 

USD 104,952

 

12,849

 

(7,111)

 

41,968

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Feb/25

 

USD 346,287

 

33,137

 

(32,805)

 

(1,580)

 

Interest rate swap

 

Financing

 

USD + 5.25%

CDI - 1.4%

 

Jun/29

 

USD 300,000

 

 

(236,315)

 

(71,678)

 

 

 

 

 

 

 

 

 

 

 

 

376,304

 

(276,231)

 

105,502

 

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


Product

 

Hedged item

 

Contracted rates

 

Maturity

 

Notional amount 1

 

Fair value as of 06/30/2023

 

Gains (losses) as of 06/30/2023

 

 

 

 

Assets

Liabilities

 

 

 

06/30/2023

 

Assets

 

Liabilities

 

Results

 

Equity

Foreign exchange swap

 

Financing

 

USD + 0.00%

52.9% of CDI

 

Jun/29

 

USD 375,000

 

139,666

 

(56,615)

 

(196,218)

 

NDF

 

Firm commitments

 

USD

BRL

 

Oct/23

 

USD 1,199,521

 

75,995

 

(246,881)

 

(102,876)

 

Commodity forward

 

Firm commitments

 

BRL

Heating Oil/ RBOB

 

Nov/23

 

USD 6,426

 

773

 

(450)

 

3,171

 

Interest rate swap

 

Financing

 

USD + 5.25%

CDI - 1.4 %

 

Jun/29

 

USD 300,000

 

 

(239,859)

 

15,863

 

 

 

 

 

 

 

 

 

 

 

 

216,434

 

(543,805)

 

(280,060)

 

 

1 Currency as indicated.

2 Amounts, net of income tax.

 

i. 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.

 

The Company and its subsidiaries discontinue hedge accounting when the hedging instrument is settled or if the hedged item ceases to exist or the hedge ceases to qualify for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument. The voluntary removal of designation is not permitted.

 

i.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 US Dollars.

 

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

 

In thousands

06/30/2024

 

06/30/2023

Notional amount – US$

206,067

 

331,067

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

120,012

 

(227,045)

Fair value adjustment of debt - R$

(7,192)

 

32,064

Financial result of the debt - R$

(291,776)

 

188,506

Average effective cost - DI %

110.0

 

108.4

 

 

 

 

Notional amount – EUR

120,147

 

22,480

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

51,261

 

(19,556)

Fair value adjustment of debt - R$

12,528

 

(74)

Financial result of the debt - R$

(57,790)

 

7,953

Average effective cost - DI %

109.4

 

111.9

 

 

 

 

Notional amount – JPY

24,098,829

 

12,564,393

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

(24,724)

 

(110,176)

Fair value adjustment of debt - R$

4,660

 

(4,913)

Financial result of the debt - R$

15,491

 

77,817

Average effective cost - DI %

109.3

 

109.4



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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

 

In thousands

06/30/2024

 

06/30/2023

Notional amount – R$

2,873,693

 

3,226,054

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

(131,339)

 

209,630

Fair value adjustment of debt - R$

132,203

 

(196,548)

Financial result of the debt - R$

(195,401)

 

(220,319)

Average effective cost - DI %

102.9

 

102.9

 

In thousands

06/30/2024

 

06/30/2023

Notional amount – R$

615,791

 

198,791

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

(30,864)

 

3,523

Fair value adjustment of debt - R$

19,956

 

(5,408)

Financial result of the debt - R$

(23,278)

 

(1,699)

Average effective cost - DI %

103.6

 

102.7

 

The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary Ipiranga. The objective of this relationship is to transform the cost of the imported product from fixed to variable until fuel blending, as occurs with the price adopted in its sales. Ipiranga 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

06/30/2024

 

06/30/2023

Notional amount – US$

279,760

 

147,896

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

(48,003)

 

22,078

Notional amount – US$

(12,211)

 

24,223

 

For further information, see Note 15.

 

i.2              Cash flow hedge

 

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

 

As of June 30, 2024, no balance was recorded for derivative instruments for exchange rate protection designated as cash flow hedges, referring to notes in the foreign market (US$ 234,000 as of December 31, 2023).


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


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

 

The financial instruments are classified in the following categories:

 

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

 

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

 

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

 

The fair values and the carrying amounts of the financial instruments, including derivative instruments and the hierarchy of fair value for each class of financial instruments, are stated below:

 

 

 

Carrying value

 

Fair value

June 30, 2024

Note

Measured at fair value through profit or loss

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

Cash and banks

4.a

 

256,403

 

 

 

Securities and funds in local currency

4a

 

3,558,849

 

 

 

Securities and funds in foreign currency

4.a

 

15,479

 

 

 

Financial investments

 

 

 

 

 

 

 

 

 

 

Securities and funds in local currency

4.b

 

98,393

 

 

 

Securities and funds in foreign currency

4.b

 

2,558,007

 

 

 

Derivative financial instruments and other financial assets

4.b

942,358

 

 

 

942,358

 

Trade receivables

5.a

 

4,464,984

 

 

 

Reseller financing

5.b

 

1,233,385

 

 

 

Trade receivables - sale of subsidiaries

 

 

219,910

 

 

 

Other receivables

 

-

 

404,899

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total

 

942,358

 

12,810,309

 

 

942,358

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 


 


 


 


 


Financing

15.a

2,722,620

 

6,046,819

 

 

2,722,620

 

Debentures

15.a

4,046,310

 

488,950

 

 

4,046,310

 

Foreign exchange, interest rate and commodity hedging instruments

15.a

398,519

 

 

 

398,519

 

Trade payables

16.a

                 -  

 

3,126,822

 

 

 

Trade payables - reverse factoring

16.b

 

1,531,298

 

 

 

Subscription warrants – indemnification

19

66,165

 

 

 

66,165

 

Financial liabilities of customers

 

 

244,493

 

 

 

Contingent consideration

28.a

88,555

 

 

 

 

88,555

Other payables

 

-

 

168,545

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total

 

7,322,169

 

11,606,927

 

 

7,233,614

 

88,555



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


 

 

Carrying value

Fair value

December 31, 2023

Note

Measured at fair value through profit or loss

 

Measured at amortized cost

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

Cash and banks

4.a

 

125,152

 

 

 

Securities and funds in local currency

4a

 

5,476,726

 

 

 

Securities and funds in foreign currency

4.a

 

323,810

 

 

 

Financial investments

 


 


 


 


 


Securities and funds in local currency

4.b

82,592

 

 

 

82,592

 

Derivative financial instruments and other financial assets

4.b

1,162,283

 

 

 

1,162,283

 

Trade receivables

5.a

 

4,269,473

 

 

 

Reseller financing

5.b

 

1,189,886

 

 

 

Trade receivables - sale of subsidiaries

5.c

 

924,364

 

 

 

Other receivables

 

-

 

393,036

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,244,875

 

12,702,447

 

 

1,244,875

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

Financing

15.a

1,584,452

 

4,449,857

 

 

1,584,452

 

Debentures

15.a

4,618,704

 

488,269

 

 

4,618,704

 

Foreign exchange, interest rate and commodity hedging instruments

15.a

626,735

 

 

 

626,735

 

Trade payables

16.a

                 -  

 

4,682,671

 

 

 

Trade payables - reverse factoring

16.b

 

1,039,366

 

 

 

Subscription warrants – indemnification

19

87,299

 

 

 

87,299

 

Financial liabilities of customers

 

 

308,934

 

 

 

Contingent consideration

28.a

112,196

 

 

 

 

112,196

Other payables

 

-

 

190,090

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total

 

7,029,386

 

11,159,187

 

 

6,917,190

 

112,196

 

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

 

  • The fair value of cash and banks are identical to their carrying values.
  • Financial investments in investment funds are valued at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
  • Financial investments in CDBs (Bank Certificates of Deposit) and similar instruments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to market.
  • The carrying values of trade receivables, reseller financing, trade receivables - sale of subsidiaries, other receivables, trade payables and trade payables - reverse factoring approximate their fair values and the Company calculates their fair value through methodologies commonly used in the market.
  • The balances of subscription warrants - indemnification were measured based on the share price of Ultrapar (UGPA3) as of the date of the financial statements and are adjusted to the Company’s dividend yield, since the exercise is only possible from 2020 onwards and they are not entitled to dividends. The number of shares of subscription warrants – indemnification was also adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 (see Note 22).
  • The fair value calculation of notes in the foreign market of Ultrapar International is based on the quoted price in an active market (see Note 16).
  • As a result of the acquisition of Stella GD Intermediação de Geração Distribuída de Energia Ltda, the Company has a contingent consideration (“earnout”), which is determined based on contractual goals set for revenue and accounting net cash flow to be achieved in the year ending December 31, 2026 The Company estimated the fair value of this achievement based on the discounted cash flow method and projections of earnings as estimated by Management.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


a. Contracts

 

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

 

Port

Minimum movement

per year

Maturity

Aratu (*)

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,468,105 m3

2049

 

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

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of June 30, 2024, these rates were R$ 9.64 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.98 per m³ for Itaqui. According to contractual conditions and tolerances, as of June 30, 2024, there were no material pending issues regarding the minimum limits of the contract.

 

a. Serra Diesel Transportador Revendedor Retalhista Ltda.

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

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

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


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

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

Assets

 

Cash and cash equivalents

1,719

Trade receivables

28,475

Inventories

9,128

Recoverable taxes

2,551

Other receivables

               55

 

 

Other investments

298

Right-of-use assets, net

25,500

Property, plant and equipment, net

21,235

Intangible assets, net

11,619



Liabilities

 

Loans and financing

17,337

Trade payables

26,965

Salaries and related charges

1,933

Taxes payable, income and social contribution taxes payable

   376

Leases payable

25,500

Other payables

8,194

 

 

Goodwill based on expected future profitability

14,217

Non-controlling interests

8,110

Assets and liabilities consolidated in the opening balance

26,382

 

Assets acquired

60,348

Liabilities assumed

(48,183)

Goodwill based on expected future profitability

14,217

Acquisition value

26,382

 

Comprised by

 

Cash

5,000

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

16,193

Contingent consideration to be settled

5,189

Total consideration

26,382

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

5,000

Cash and cash equivalents acquired

(1,719)

Total

3,281



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

b. Opla - Terminal de Combustíveis Paulínia S.A.

On July 1, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), qualifying the transaction as an acquisition of a joint venture as defined in IAS 28 (CPC 18 (R2) – Investments in Associates and Joint Ventures) and IFRS 11 (CPC 19 (R2) - Joint Arrangements). The acquisition of interest in Opla marked Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. With the acquisition, Ultracargo and BP Biofuels Brazil Investments Ltd. (“BP”) become joint ventures of Opla.

The total amount of the operation is R$ 237,500 subject to the usual working capital and net debt adjustments. The purchase price includes the transaction amount, including estimated working capital and net debt adjustments. The transaction was paid in a single installment of R$ 210,096 on July 1, 2023. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of June 30, 2024, and determined the final goodwill in the amount of R$ 117,306.

The following table summarizes the balances of assets acquired and liabilities assumed at fair value on the acquisition date, including goodwill determination: 

Assets

 

Cash and cash equivalents

3,248

Trade receivables

6,107

Recoverable taxes

402

Other receivables and other assets

          1,057

 

 

Property, plant and equipment, net

248,951

Intangible assets, net

10,441

 

 

Liabilities

 

Loans and financing

44,568

Trade payables

911

Salaries and related charges

1,430

Taxes payable, income and social contribution taxes payable

  13,974

Other payables

23,923

 

 

Fair value of investee’s assets and liabilities

185,580

 

 

Fair value of assets and liabilities according to Ultracargo's interest

92,790

Goodwill based on expected future profitability

117,306

Acquisition value

210,096



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024

The goodwill determined on the operation is based on the expected future profitability and on the synergy with the operations of Ultracargo, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.

In the process of identifying assets and liabilities, intangible assets that were not recognized in the books of the acquired entity were also considered, as shown below:

 

R$

 

Useful life

 

Amortization method

Licenses

612

 

5 years

 

Straight line

Customer list and relationship

4,609

 

6 years

 

Straight line

Total

5,221

 

 

 

 


c. Hidrovias do Brasil S.A.

In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultrapar Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through the subsidiary Ultrapar Logística Ltda.

On May 7, 2024, the subsidiary Ultrapar Logística completed the purchase of 128,369,488 shares from Pátria Investimentos that represented 16.88% of its share capital of Hidrovias, for R$3.98/share.

In May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, the subsidiary Ultrapar Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.

In the period ended June 30, 2024, after the purchases of additional interests mentioned above, subsidiary Ultrapar Logística totalize an interest equivalent to 39.98% of Hidrovias' share capital.

The transaction amounts ​for acquiring an interest in Hidrovias are shown below: 

Amount paid for the acquisition of shares – financial asset

579,066

Gain (loss) on fair value adjustment of financial assets

66,267

Total financial asset transferred to the investments line item

645,333

Subsequent acquisitions of additional interests

647,201

Total investment in Hidrovias as of June 30, 2024 (A)

1,292,534

 

 

Equivalent participation to equity of the associate (B)

536,407

Provisional goodwill on acquisition of investment (A-B)

756,127

The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and the purchase price allocation (“PPA”) will be completed in 2025.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the interim financial information

For the period ended June 30, 2024


a. Distribution of dividends

On August 7, 2024, the Board of Directors, in a meeting held on this date, approved the distribution of dividends in the amount of R$ 275,971, corresponding to R$ 0.25 per common share, payable from August 23, 2024, without remuneration or monetary variation.

The as of date for the right to receive the dividend (“record date”) will be August 15, 2024, in Brazil and August 19, 2024, in the United States. Therefore, the shares will start to be traded “ex-dividends” from August 16, 2024, on the São Paulo stock exchange (B3) and from August 19, 2024, on the New York stock exchange (NYSE).

The number of shares used to calculate the value per share already considers the issuance of 35,235 shares, as decided by the Board of Directors on this date. 

b. Issuance of debentures by Ultragaz

In July 29, 2024, the subsidiary Ultragaz made its second issuance of simple debentures, nonconvertible into shares, nominative, book-entry and unsecured, in the total amount of R$ 700,000, distributed in two series, being R$ 455,000 with maturity in July 25, 2027, at a cost of CDI + 0.65% and R$ 245,000 with maturity in July 25, 2029, at a cost of CDI + 0.90%. The debentures do not have financial covenants.

c. Settlement of trade receivables – sale of subsidiaries - Extrafarma

In August 1, 2024, the Company received from Pague Menos S.A. (“Pague Menos”) the amount of R$ 221,671 referring to the last installment of the subsidiary Extrafarma sale. 

 

Graphics


São Paulo, August 7, 2024 Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), operating in energy, mobility and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil S.A. (B3: HBSA3, “Hidrovias”), today announces its results for the second quarter of 2024.


Net revenues

Adjusted EBITDA¹

Recurring Adjusted EBITDA¹

R$ 32

billion

R$ 1.3

billion

R$ 1.3
billion


Net income

Cash generation from operations

Investments and Acquisitions

R$ 491
million

R$ 1.3
billion

R$ 1.8
billion

 

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

Highlights

  • Continuity of good operating results of Ultrapar.
  • Approval of the distribution of R$ 276 million in dividends for the 1H24, equivalent to R$ 0.25 per share.
  • Beginning of implementation of a new governance at Hidrovias, with (i) election of the new CFO, (ii) approval by shareholders’ meeting and holding of the first meeting of the new board of directors in June, (iii) simplification of committees and advisory commissions and (iv) deep dive into the company’s long-term strategic plan and value levers.
  • Acquisition by Ultragaz of a 51.7% stake in Witzler, a company that operates in the commercialization of electrical energy in the free market and in the energy management of its customers. This acquisition is aligned with Ultragaz's strategy of expanding its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, and brand. Ultragaz, which already offers solutions for low voltage customers through Ultragaz Energia Inteligente (as a result of the acquisition of Stella), will also work with high voltage customers, consolidating its position in the electric energy market. The transaction was approved by the Administrative Council of Economic Defense (CADE).
  • Acquisition of 49 service stations with the Ipiranga brand from Grupo Pão de Açúcar by the subsidiary Millennium, a company that operates in the management of service stations. The transaction was approved by CADE on July 22, 2024.
  • Issuance of debentures by Ultragaz in July, in the amount of R$ 700 million, at a cost equivalent to CDI + 0.7% per year (below the current average cost of gross debt).
  • Receipt of the last installment from the sale of Extrafarma, in the amount of R$ 222 million, on August 1 by Ultrapar.

2ND QUARTER OF 2024 Graphics

Considerations on the financial and operational information

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 June 30, 2024, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 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, and Ipiranga are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information 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 amortization of fair value adjustments on associates acquisition; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Resolution 156, issued by the CVM on June 23, 2022. The calculation of EBITDA based on net income is shown below:

In million of Reais  Quarter   Accumulated 
 2Q24   2Q23   1Q24   1H24   1H23 
 
Net income           491.2           238.7           455.4           946.7           512.5
(+) Income and social contribution taxes           192.6            59.2           209.1           401.8           151.6
(+) Net financial (income) expenses           205.7           216.7           282.8           488.5           528.3
(+) Depreciation and amortization           322.0           279.3           277.7           599.7           548.4
 
EBITDA        1,211.6           793.9        1,225.0        2,436.7        1,740.8
 
Accounting adjustment  
(+) Amortization of contractual assets with customers - exclusive rights           122.3           170.3           132.7           255.0           302.5
(+) Amortization of fair value adjustments on associates acquisition              1.7                -                  -                1.7                -  
 
Adjusted EBITDA        1,335.6           964.2        1,357.7   2,693.3        2,043.3
 
Ultragaz            414.1           405.2           400.7           814.8           789.2
Ultracargo           165.0           161.0           165.2           330.3           303.4
Ipiranga           817.1           464.4           819.1        1,636.3        1,047.6
Holding and other companies           (60.6)           (66.4)           (42.9)         (103.6)           (96.9)
Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma                -                  -              15.6            15.6                -  
 
Non-recurring items that affected EBITDA  
(-) Results from disposal of assets (Ipiranga)           (36.5)           (30.8)           (36.5)           (72.9)           (86.7)
(-) Earnout Stella (Ultragaz)           (17.3)                -                  -             (17.3)                -  
(-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma                -                  -             (15.6)           (15.6)                -  
 
Recurring Adjusted EBITDA        1,281.9           933.4        1,305.6        2,587.5        1,956.6
 
Ultragaz           396.8           405.2           400.7           797.4           789.2
Ultracargo           165.0           161.0           165.2           330.3           303.4
Ipiranga           780.7           433.6           782.7        1,563.4           960.9
Holding and other companies           (60.6)           (66.4)           (42.9)         (103.6)           (96.9)
           

 


2ND QUARTER OF 2024 Graphics

 

Report of Results of Hidrovias do Brasil

In May 2024, Ultrapar informed the conclusion of the acquisition of a relevant ownership position in Hidrovias, thus becoming a strategic and long-term reference shareholder.

From that moment onwards, the entire amount of R$ 1.3 billion invested in the transaction began to be accounted for in non-current assets, in investments in subsidiaries, joint ventures and associates. In turn, Hidrovias’ result is being recorded with a 2 months’ delay, impacting Ultrapar’s result through “share of profit (loss) of subsidiaries, joint ventures and associates” line. Therefore, in the second quarter of 2024, Ultrapar's net income is not impacted by the share of profit (loss) of subsidiaries, joint ventures and associates from Hidrovias.

In million of Reais

Ultrapar

2Q24

2Q23

1Q24

Δ

2Q24 v 2Q23

Δ

2Q24 v 1Q24

1H24

1H23

Δ

1H24 v 1H23

Net revenues

32,344

29,593

30,396

9%

6%

62,740

60,144

4%

Adjusted EBITDA

1,336

964

1,358

39%

(2%)

2,693

2,043

32%

Recurring Adjusted EBITDA¹

1,282

933

1,306

37%

(2%)

2,588

1,957

32%

Depreciation and amortization²

446

450

410

(1%)

9%

856

851

1%

Financial result

(206)

(217)

(283)

(5%)

(27%)

(489)

(528)

(8%)

Net income

491

239

455

106%

8%

947

513

85%

Investments

479

385

438

24%

9%

918

750

22%

Cash flow from operating activities

1,298

898

(573)

44%

n/a

725

187

287%

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

² Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition

 

Net revenues Total of R$ 32,344 million (+9% vs 2Q23), due to higher revenues from Ipiranga and Ultracargo, attenuated by lower revenues from Ultragaz. Compared to 1Q24, net revenues increased 6%, mainly due to higher revenues from Ipiranga and Ultragaz.

Recurring Adjusted EBITDA Total of R$ 1,282 million (+37% vs 2Q23), mainly due to higher EBITDA from Ipiranga. Compared to 1Q24, recurring Adjusted EBITDA decreased 2%, as a result of lower EBITDA from Ipiranga and Ultragaz.

Results from the Holding and other companies Ultrapar recorded a negative result of R$ 61 million from the Holding and other companies, comprised of (i) R$ 53 million of negative EBITDA from the Holding and (ii) R$ 8 million of negative EBITDA from other companies, mainly due to the worse performance of Refinaria Riograndense. As mentioned in the last quarterly report, the results of KMV (previously called abastece ai) began to be consolidated at Ipiranga from 1Q24 onwards.

Depreciation and amortization – Total of R$ 446 million (-1% vs 2Q23), due to lower amortization of contractual assets at Ipiranga, offset by higher investments made over the last 12 months. Compared to 1Q24, total costs and expenses with depreciation and amortization increased 9%, mainly due to higher depreciation and amortization expenses at Ipiranga.

Financial result  Ultrapar reported net financial expenses of R$ 206 million in 2Q24, an improvement of R$ 11 million compared to 2Q23, mainly reflecting the lower CDI and lower average net debt balance, partially offset by the negative one-off mark-to-market result of R$ 16 million in this quarter. Compared to 1Q24, when net financial expenses amounted to R$ 283 million, the difference is mainly explained by the lower negative mark-to-market result.

Net income Total of R$ 491 million (+106% vs 2Q23), due to higher EBITDA and lower net financial expenses. Compared to 1Q24, net income increased 8%, due to lower net financial expenses, partially offset by higher depreciation and amortization expenses at Ipiranga.

Cash flow from operating activities – Operating cash generation of R$ 1,298 million in 2Q24, compared to a generation of R$ 898 million in 2Q23, mainly due to higher EBITDA, lower investment in working capital, and higher draft discount in 2Q24.


2ND QUARTER OF 2024 Graphics

 

 

 

In million of Reais

Ultragaz

2Q24

2Q23

1Q24

Δ

2Q24 v 2Q23

Δ

2Q24 v 1Q24

1H24

1H23

Δ

1H24 v 1H23

Total volume (000 ton)

437

442

402

(1%)

9%

838

859

(2%)

Bottled

281

286

253

(2%)

11%

534

555

(4%)

Bulk

156

156

149

0%

5%

305

304

0%

Adjusted EBITDA (R$ million)

414

405

401

2%

3%

815

789

3%

Adjusted EBITDA margin (R$/ton)

948

917

997

3%

(5%)

972

919

6%

    Non-recurring¹

17

-

-

n/a

n/a

17

-

n/a

Recurring Adjusted EBITDA (R$ million)

397

405

401

(2%)

(1%)

797

789

1%

Recurring Adjusted EBITDA margin (R$/ton)

909

917

997

(1%)

(9%)

951

919

3%

Recurring Adjusted LTM EBITDA (R$ million)

1,656

1,487

1,665

11%

(1%)

1,656

1,487

11%

Recurring Adjusted LTM EBITDA margin² (R$/ton)

964

854

966

13%

0%

964

854

13%

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

² Does not consider R$ 333 million of extraordinary tax credits in 4Q22

 

Operational performance The volume sold by Ultragaz in 2Q24 decreased 1% compared to 2Q23, as a result of a 2% reduction in the bottled segment, mainly due to the continuity of a more competitive environment and a milder winter compared to the previous year, while bulk sales remained stable, also affected by the milder winter. Compared to 1Q24, the volume sold was 9% higher, reflecting the typical seasonality between periods.

Net revenuesTotal of R$ 2,694 million (-3% vs 2Q23), mainly due to lower sales volume. Compared to 1Q24, there was an 8% increase, due to higher sales volume.

Cost of goods sold – Total of R$ 2,168 million (-3% vs 2Q23), due to lower sales volume, attenuated by higher personnel expenses and greater requalification of bottles. Compared to 1Q24, the cost of goods sold increased 9%, mainly due to higher sales volume.

Sales, general and administrative expenses – Total of R$ 228 million (-4% vs 2Q23), due to initiatives to increase operational efficiency and lower sales commission and personnel expenses. Compared to 1Q24, sales, general and administrative expenses increased 8%, due to higher consulting, sales commission and marketing expenses.

Other operating results – Total of R$ 20 million, an improvement of R$ 18 million compared to 2Q23 and of R$ 16 million compared to 1Q24, mainly due to a non-recurring effect related to the reduction of R$ 17 million in the earnout payable from the acquisition of Stella, due to the exit of a partner.

Recurring Adjusted EBITDA – Total of R$ 397 million (-2% vs 2Q23), mainly due to lower sales volume and a more competitive commercial environment in bottled segment. Compared to 1Q24, the Recurring Adjusted EBITDA decreased 1% due to higher expenses, despite the higher sales volume.

Investments – R$ 94 million were invested in this quarter, directed mainly towards equipment installed in new customers in the bulk segment, acquisition and replacement of bottles, expansion into new energy solutions and maintenance of existing operations.


2ND QUARTER OF 2024 Graphics


In million of Reais

Ultracargo

2Q24

2Q23

1Q24

Δ

2Q24 v 2Q23

Δ

2Q24 v 1Q24

1H24

1H23

Δ

1H24 v 1H23

Installed capacity¹ (000 m³)

1,067

955

1,067

12%

0%

1,067

955

12%

sold (000 m³)

4,307

3,629

4,196

19%

3%

8,503

7,090

20%

Adjusted EBITDA (R$ million)

165

161

165

3%

0%

330

303

9%

Adjusted EBITDA margin (%)

63%

63%

63%

0 p.p.

(0) p.p.

63%

61%

1 p.p.

Adjusted LTM EBITDA (R$ million)

658

570

654

16%

1%

658

570

16%

Adjusted LTM EBITDA margin (%)

63%

60%

63%

3 p.p.

0 p.p.

63%

60%

3 p.p.

1 Monthly average

 

Operational performance Ultracargo’s average installed capacity grew 12% compared to 2Q23, due to the additions of (i) 90 thousand m³ referring to the 50% stake in Opla as of July, 2023, (ii) 12 thousand m³ from the acquisition of the Rondonópolis base from Ipiranga as of September, 2023, and (iii) 10 thousand m³ relating to the expansion of the Vila do Conde terminal as of July, 2023. The m³ sold increased 19% compared to 2Q23, due to the startup of operations in Opla and Rondonópolis and the increased handling of fuels in Vila do Conde, attenuated by lower spot handling of fuels in Santos and Itaqui. Compared to 1Q24, m³ sold increased 3%, due to greater ethanol handling in Opla, attenuated by lower spot handling of fuels in Santos and Itaqui.

Net revenues – Total of R$ 264 million (+2% vs 2Q23), due to higher m³ sold, despite lower spot sales. Compared to 1Q24, net revenues remained stable.

Cost of services provided  Total of R$ 96 million (+4% vs 2Q23), due to higher depreciation costs, in line with the higher capacity. Compared to 1Q24, the cost of services provided increased 4%, due to higher maintenance costs, partially offset by lower personnel expenses.

Sales, general and administrative expenses  Total of R$ 45 million (-6% vs 2Q23), mainly due to lower personnel expenses. Compared to 1Q24, sales, general and administrative expenses decreased 3%, due to lower personnel expenses, attenuated by higher advisory and consulting expenses related to expansion projects.

Share of profit (loss) of subsidiaries, joint ventures and associates Worse by R$ 9 million, mainly due to gains of R$ 8 million from the sale of Ultracargo’s stake in União Vopak in 2Q23.

Adjusted EBITDA – Total of R$ 165 million (+3% vs 2Q23), reflecting the higher capacity occupancy with profitability gains, lower expenses, and productivity and efficiency gains, despite lower spot sales and gains of R$ 8 million from the sale of Ultracargo’s stake in União Vopak in 2Q23. Compared to 1Q24, Adjusted EBITDA remained stable.

Investments  Investments in the period amounted to R$ 154 million, allocated mainly to construction or expansion projects of the Palmeirante, Itaqui, Santos and Rondonópolis terminals, in addition to investments for higher efficiency, maintenance and operational safety of the terminals.


2ND QUARTER OF 2024 Graphics


In million of Reais

Ipiranga

2Q24

2Q23

1Q24

Δ

2Q24 v 2Q23

Δ

2Q24 v 1Q24

1H24

1H23

Δ

1H24 v 1H23

Total volume (thousand m³)

5,850

5,607

5,583

4%

5%

11,433

11,091

3%

Diesel

3,016

2,883

2,750

5%

10%

5,766

5,716

1%

Otto cycle

2,727

2,639

2,745

3%

(1%)

5,472

5,198

5%

Others¹

107

86

88

25%

20%

195

177

10%

Adjusted EBITDA (R$ million)

817

464

819

76%

0%

1,636

1,048

56%

Adjusted EBITDA margin (R$/m³)

140

83

147

69%

(5%)

143

94

52%

    Non-recurring²

36

31

36

18%

0%

73

87

(16%)

Recurring Adjusted EBITDA (R$ million)

781

434

783

80%

0%

1,563

961

63%

Recurring Adjusted EBITDA margin (R$/m³)

133

77

140

73%

(5%)

137

87

58%

Recurring Adjusted LTM EBITDA (R$ million)

4,148

1,728

3,801

140%

9%

4,148

1,728

140%

Recurring Adjusted LTM EBITDA margin (R$/m³)

177

75

164

137%

8%

177

75

137%

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

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

 

Operational performance – Ipiranga’s sales volume increased 4% compared to 2Q23, with a 5% increase in diesel and 3% in the Otto cycle, with higher share of ethanol to the detriment of gasoline in the product mix. Compared to 1Q24, the volume was 5% higher, mainly due to a 10% increase in diesel, a result of the typical seasonality between periods.

Net revenues – Total of R$ 29,431 million (+11% vs 2Q23), mainly due to higher sales volume and the pass-through of fuel cost increases. Compared to 1Q24, net revenues increased 6%, driven by higher sales volume.

Cost of goods sold – Total of R$ 28,019 million (+9% vs 2Q23), mainly due to higher fuel costs and higher sales volume. Compared to 1Q24, there was a 6% increase, due to higher sales volume.

Sales, general and administrative expenses Total of R$ 830 million (+30% vs 2Q23), due to higher expenses with personnel (mainly higher headcount and collective bargaining agreement), depreciation, freight (higher sales volume) and one-off expenses related to the office relocation. Compared to 1Q24, sales, general and administrative expenses increased 17%, reflecting higher expenses with freight (higher sales volume), personnel (mainly higher headcount and provisions) and one-off expenses with the office relocation in Rio de Janeiro and São Paulo.

Other operating results Total negative R$ 109 million, an improvement of R$ 100 million compared to 2Q23 and R$ 56 million compared to 1Q24, mainly due to lower expenses with carbon tax credits.

Results from disposal of assetsTotal of R$ 36 million (+13% vs 2Q23), due to the sale of real estate assets, especially the building in Rio de Janeiro. Compared to 1Q24, results from disposal of assets remained stable.

Recurring Adjusted EBITDA Total of R$ 781 million (+80% vs 2Q23), mainly as a result of better margins, due to the normalization of the competitive environment and inventory gains in 2Q24, compared to inventory losses due to cost reductions in 2Q23, despite higher expenses and irregularities in the market (mainly tax benefits in Amapá revoked in April 2024, and the increase in naphtha imports, which enter the country as a raw material for the chemical industry, with a lower tax burden, but end up being sold as gasoline without full tax collection). Compared to 1Q24, recurring Adjusted EBITDA remained stable, mainly due to the reduction of the effect of tax distortions, despite higher expenses in the period.

Investments – R$ 228 million were invested in the quarter, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure, in addition to the evolution of the company’s technology platform. Out of the total investments, R$ 49 million refer to additions to fixed and intangible assets, R$ 154 million to contractual assets with customers (exclusive rights), and R$ 25 million to installments from financing granted to customers and advance payments of rentals, net of releases.


2ND QUARTER OF 2024 Graphics


In million of Reais

Ultrapar Indebtedness

2Q24

2Q23

1Q24

Cash and cash equivalents

7,429

6,216

6,607

Gross debt

(13,703)

(12,692)

(12,958)

Leases payable

(1,426)

(1,531)

(1,472)

Net debt

(7,700)

(8,007)

(7,823)

Net debt/Adjusted LTM EBITDA¹

1.2x

2.1x

1.3x

Trade payables – reverse factoring (draft discount)

(1,531)

(1,468)

(1,304)

Financial liabilities of customers (vendor)

(244)

(388)

(278)

Receivables from divestments (Oxiteno and Extrafarma)

220

1,083

964

Net debt + draft discount + vendor + receivables

(9,256)

(8,779)

(8,441)

Average cost of gross debt

110% DI

105% DI

109% DI

DI + 1.0%

DI + 0.7%

DI + 0.9%

Average cash yield (% DI)

99%

99%

97%

Average gross debt duration (years)

3.3

3.9

3.5

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

 

Ultrapar ended 2Q24 with a net debt of R$ 7.7 billion (1.2x Adjusted LTM EBITDA), compared to R$ 7.8 billion in March 2024 (1.3x Adjusted LTM EBITDA). The decrease in the net debt is mainly due to the operating cash generation during the period and the receipt of the last installment from the sale of Oxiteno amounting to R$ 755 million, partially offset by the amount of R$ 1.3 billion relating to the acquisition and reclassification of Hidrovias shares to the "Investments" line. The decrease in the financial leverage reflects the higher LTM EBITDA and lower net debt.

 

It is worth mentioning that there are receivables not yet included in Ultrapar's net debt related to the sale of Extrafarma (R$ 183 million, monetarily adjusted by CDI + 0.5% p.a. since August 2022, received on August 1, 2024, but not reflected in the balance sheet of June 2024).



2ND QUARTER OF 2024 Graphics

 

Cash and maturity profile and breakdown of gross debt:

 

Graphics   

          
Graphics


Updates on ESG themes

Ultrapar, on an aggregate manner, contributed with approximately R$ 5 million in campaigns to support communities affected by heavy rains in the state of Rio Grande do Sul.

To support communities affected by the rains in Rio Grande do Sul, Ultragaz donated LPG cylinders to more than 40 solidarity kitchens. For affected employees, it also provided social service support and psychological support, in addition to a matchfunding campaign, tripling the amount for every R$ 1 donated by its employees. For resellers, among other initiatives, payment terms and assistance in the recovery of points of sale were renegotiated.

Ipiranga conducted matchfunding campaigns to raise financial resources that were used to donate basic food baskets for the affected communities, and also donated fuel for essential rescue services and provided psychological support for its employees. For impacted employees, Ipiranga made an emergency donation for immediate support, in addition to psychological support and assistance with cleaning homes. For resellers, financial support was granted with the adhesion of service stations in the affected regions through rent extensions, financing, royalties, marketing funds and support aimed to the rebuild the affected stations.

Ultrapar was recognized as one of the 100 Most Influential Companies in Brazil, in an award promoted by the Veja Negócios magazine, which highlights organizations with the best performance in the last year in terms of revenue, profitability, reputation, pioneering spirit and adoption of ESG policies.

Led by Instituto Ultra and with strategic support from Alicerce Educação, in June, the Educar para Transformar project began in Barcarena (state of Pará), aiming to recover the educational base of 300 students from seven municipal schools. Classes are held three times a week and will last for six months.

In June, Ultragaz published its 2023 Sustainability Report (click here to access the file), highlighting the materialization of its energy solutions portfolio (distributed generation and biomethane), as well as the investment of over R$ 13 million in safety and the achievement of a 40% diversity ratio in its leadership.

Ultragaz was also one of the top 3 companies in the Exame ESG Award in the Fuels and Energy Transition category, with strengths in decarbonization and eco-efficiency of its operations.

Due to the construction of its terminal in Palmeirante (state of Tocantins), Ultracargo opened registrations for the Operational Training Program in the region. The program is free of charge, lasts two months, and will have 30 spots, 50% of which are affirmative for women, promoting professional qualification for local communities.

For another consecutive year, Ipiranga reached 1st place in the Energy sector ranking of the Merco ESG Responsibility Award, a reputational evaluation tool for companies, ranking among the top 50 overall.

Additionally, Ipiranga received the ESG Commitment medal in Ecovadis, a platform for evaluating sustainability practices in the value chain. The result shows progress in Ipiranga's ESG journey compared to the last evaluation cycle, positioning itself more than 10 percentage points ahead of other companies in the same sector evaluated by the platform.



2ND QUARTER OF 2024 Graphics


 Capital markets

2Q24

2Q23

1Q24

Final number of shares (000)

1,115,404

1,115,204

1,115,404

Market capitalization¹ (R$ million)

24,093

21,066

31,756

B3


 

 

Average daily trading volume (000 shares)

4,297

8,195

5,366

Average daily financial volume (R$ 000)

106,068

134,135

153,270

Average share price (R$/share)

24.68

16.37

28.56

NYSE


 

 

Quantity of ADRs² (000 ADRs)

59,223

57,461

56,388

Average daily trading volume (000 ADRs)

1,340

1,353

1,443

Average daily financial volume (US$ 000)

6,490

4,434

8,361

Average share (US$/ADRs)

4.84

3.28

5.79

Total


 

 

Average daily trading volume (000 shares)

5,637

9,548

6,809

Average daily financial volume (R$ 000)

139,743

156,026

194,694

   ¹ Calculated on the closing share price for the period

   ² 1 ADR = 1 common share




2ND QUARTER OF 2024 Graphics


Ultrapar's combined average daily financial volume on B3 and NYSE totaled R$ 140 million/day in 2Q24 (-28% vs 1Q24). Ultrapar's shares ended the quarter quoted at R$ 21.60 on B3, a depreciation of 24% in the quarter, while the Ibovespa stock index depreciated 3%. In NYSE, Ultrapar's shares depreciated 32% while the Dow Jones stock index depreciated 2% in the quarter. Ultrapar ended 2Q24 with a market cap of R$ 24 billion.



UGPA3 x Ibovespa performance

(Dec 28, 2023 = 100)

 Graphics



2Q24 Conference call



Ultrapar will host a conference call for analysts and investors on August 8, 2024, to comment on the Company’s performance in the second quarter of 2024 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. Please connect 10 minutes in advance.

Conference call in Portuguese with simultaneous translation to English

Time: 11h00 (BRT) / 10h00 (EDT)


Access link via webcast

Participants in Brazil: click here

International participants: click here


2ND QUARTER OF 2024 Graphics

 In million of Reais

ULTRAPAR - Balance sheet  JUN 24   JUN 23   MAR 24 
ASSETS
Cash and cash equivalents 3,830.7 5,378.1 3,747.6
Financial investments and derivative financial instruments 300.8 337.4 309.5
Trade receivables and reseller financing 4,516.8 3,647.8 4,206.9
Trade receivables - sale of subsidiaries 219.9 887.7 963.7
Inventories 3,989.6 3,686.9 4,371.9
Recoverable taxes 1,665.8 1,672.0 1,688.2
Prepaid expenses 151.2 135.4 184.7
Contractual assets with customers - exclusive rights 776.6 736.1 779.2
Other receivables 294.6 108.2 323.3
Total Current Assets 15,746.1 16,589.6 16,574.9



Financial investments and hedge derivative financial instruments 3,297.9 500.9 2,550.0
Trade receivables and reseller financing 691.4 507.8 599.2
Trade receivables - sale of subsidiaries - 195.6 -
Deferred income and social contribution taxes 1,267.6 1,063.9 1,155.5
Recoverable taxes 2,731.0 2,706.7 2,548.1
Escrow deposits  1,054.5 969.6 1,034.9
Prepaid expenses 61.9 79.9 53.4
Contractual assets with customers - exclusive rights 1,432.4 1,506.6 1,436.7
Other receivables 286.8 204.3 306.1
Investments in subsidiaries, joint ventures and associates 1,598.7 121.3 316.2
Right-of-use assets, net 1,612.0 1,766.3 1,671.6
Property, plant and equipment, net 6,585.2 5,994.6 6,494.6
Intangible assets, net 1,974.7 2,071.3 1,872.1
Total Non-Current Assets 22,594.1 17,688.9 20,038.6
TOTAL ASSETS 38,340.2 34,278.5 36,613.5
LIABILITIES



Trade payables 3,126.8 2,481.4 3,077.8
Trade payables - reverse factoring 1,531.3 1,468.5 1,304.1
Loans, financing and derivative financial instruments 2,987.4 1,327.6 2,830.9
Debentures 427.5 1,172.0 942.3
Salaries and related charges 398.9 375.1 348.9
Taxes payable 429.0 381.5 251.0
Leases payable 332.4 286.1 314.1
Financial liabilities of customers (vendor) 135.4 162.3 148.1
Provision for decarbonization credits 147.1 377.4 -
Other payables 634.9 407.9 664.2
Total Current Liabilities 10,150.7   8,439.7   9,881.4



Loans, financing and derivative financial instruments 6,178.7 6,180.3 5,002.1
Debentures 4,109.7 4,012.1 4,182.5
Provision for tax, civil and labor risks 1,252.0 1,050.1 1,241.2
Post-employment benefits 250.3 198.7 246.8
Leases payable 1,093.8 1,244.9 1,158.0
Financial liabilities of customers (vendor) 109.1 225.4 129.5
Other payables 342.1 320.6 396.3
Total Non-Current Liabilities 13,335.6 13,232.1 12,356.3
TOTAL LIABILITIES 23,486.3 21,671.8 22,237.7
EQUITY
- -
Share capital 6,621.8 6,621.8 6,621.8
Reserves 6,998.6 5,262.7 6,996.8
Treasury shares (450.3) (470.5) (470.0)
Others 1,113.7 682.6 679.7
Non-controlling interests in subsidiaries 570.0 510.1 547.6
Total Equity 14,853.9 12,606.7 14,375.8
TOTAL LIABILITIES AND EQUITY 38,340.2 34,278.5 36,613.5



Cash and cash equivalents 7,429.5 6,216.4 6,607.0
Gross debt (13,703.2) (12,692.0) (12,957.8)
Leases payable (1,426.2) (1,531.0) (1,472.1)
Net debt (7,699.8) (8,006.6) (7,822.9)


2ND QUARTER OF 2024 Graphics

 In million of Reais

 ULTRAPAR - Income statement   2Q24   2Q23  1Q24 1H24 1H23
 
Net revenues from sales and services 32,343.9 29,592.5 30,395.9 62,739.8 60,144.3
 
Cost of products sold and services provided (30,235.9) (27,920.3) (28,334.7) (58,570.5) (56,759.3)
 
Gross profit 2,108.1 1,672.3 2,061.2 4,169.3 3,385.0
 
Operating revenues (expenses)  
Selling and marketing (644.1) (523.8) (569.0) (1,213.1) (1,034.7)
General and administrative (513.5) (469.2) (440.8) (954.3) (923.2)
 
Results from disposal of assets 37.1 39.8 36.8 73.9 92.6
Other operating income (expenses), net (88.2) (206.0) (137.8) (226.0) (339.2)
 
Operating income 899.3 513.0 950.4 1,849.7 1,180.4
 
Financial result, net  
Financial income 280.6 186.7 160.2   440.8 377.1
Financial expenses (486.3) (403.4) (443.0) (929.3) (905.4)
 
Total share of profit (loss) of subsidiaries, joint ventures and associates  
Share of profit (loss) of subsidiaries, joint ventures and associates (8.0) 1.6 (3.1) (11.1) 12.0
Amortization of fair value adjustments on associates acquisition (1.7) - -   (1.7) -
 
Income before income and social contribution taxes 683.8 297.9 664.6 1,348.4 664.1
 
Income and social contribution taxes
 
Current (306.9) (164.7) (87.9) (394.7) (304.4)
Deferred 114.2 105.5 (121.3) (7.0) 152.8
 
Net income 491.2 238.7 455.4   946.7 512.5
 
Net income attributable to:  
Shareholders of Ultrapar 437.9 213.9 431.5 869.4 475.9
Non-controlling interests in subsidiaries 53.3 24.8 24.0 77.3 36.6
 
Adjusted EBITDA 1,335.6 964.2 1,357.7 2,693.3 2,043.3
 
Non-recurring1 (53.8) (30.8) (52.1) (105.8) (86.7)
 
Recurring Adjusted EBITDA 1,281.9 933.4 1,305.6 2,587.5 1,956.6
 
Depreciation and amortization2 446.0 449.6 410.3 856.4 850.8
Total investments3 479.4 385.3 438.4 917.8 750.0
Ratios  
Earnings per share (R$) 0.40 0.20 0.39 0.79 0.43
Net debt / Adjusted LTM EBITDA4 1.2x 2.1x 1.3x 1.2x 2.1x
Gross margin (%) 6.5% 5.7% 6.8% 6.6% 5.6%
Operating margin (%) 2.8% 1.7% 3.1% 2.9% 2.0%
Adjusted EBITDA margin (%) 4.1% 3.3% 4.5% 4.3% 3.4%
Recurring Adjusted EBITDA margin (%) 4.0% 3.2% 4.3% 4.1% 3.3%
Number of employees5 10,126 10,050 9,988 10,126 10,050
¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition
³ Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases
4 Adjusted LTM EBITDA does not include capital gain and closing adjustments from the sales of Oxiteno and Extrafarma, and extraordinary tax credits; furthermore, it does not include LTM result from Extrafarma since the closing of its sale
Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)

2ND QUARTER OF 2024 Graphics

 In million of Reais

 ULTRAPAR - Cash flows   JAN - JUN
2024 
 JAN - JUN
2023 
   
Cash flows from operating activities
Net income   946.7   512.5
Adjustments to reconcile net income to cash provided (consumed) by operating activities
Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition 12.8   (12.0)
Amortization of contractual assets with customers - exclusive rights   255.0   302.5
Amortization of right-of-use assets   149.9   150.2
Depreciation and amortization   453.8   402.5
Interest and foreign exchange rate variations   691.9   797.4
Current and deferred income and social contribution taxes   401.8   151.6
Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets (109.1)   (92.6)
Equity instrument granted 27.7 14.0
Provision for decarbonization - CBios   321.3   376.6
Other provisions and adjustments 69.7 91.4
  3,221.3   2,694.3
(Increase) decrease in assets
Trade receivables and reseller financing (243.1)   1,011.7
Inventories   297.3   1,234.9
Recoverable taxes (308.9) (464.4)
Dividends received from subsidiaries, associates and joint ventures   2.0   5.6
Other assets (132.4)   107.2
Increase (decrease) in liabilities
Trade payables and trade payables - reverse factoring (1,057.2) (3,445.7)
Salaries and related charges   (95.9)   (86.8)
Taxes payable   (38.4) (1.9)
Other liabilities (107.0) (119.1)
- -
Acquisition of Cbios and carbon credits (450.9) (379.2)
Payments of contractual assets with customers - exclusive rights (195.7) (273.4)
Payment of contingencies   (30.9)   (39.6)
Income and social contribution taxes paid (135.6)   (56.6)
Net cash provided (consumed) by operating activities   724.5   187.1
Cash flows from investing activities
Financial investments, net of redemptions (2,086.4)   344.0
Acquisition of property, plant, equipment and intangible (683.4) (456.5)
Cash provided by disposal of investments and property, plant and equipment   977.0   199.2
Cash consumed in the purchase of investments and other assets (1,102.9)   (90.3)
Net cash provided (consumed) by investing activities (2,895.6) (3.5)
Cash flows from financing activities
Loans, financing and debentures
Proceeds   2,856.0   2,511.3
Repayments (1,386.6) (1,857.6)
Interest and derivatives paid (629.5) (666.7)
Payments of leases (220.7) (182.5)
Dividends paid (461.2) (108.7)
Proceeds from financial liabilities of customers -   6.8
Payments of financial liabilities of customers   (81.9)   (95.4)
Capital increase made by non-controlling shareholders and redemption of shares 13.5 -
Related parties   (13.4) (6.0)
Net cash provided (consumed) by financing activities 76.2    (398.9)
Effect of exchange rate changes on cash and cash equivalents in foreign currency -   (28.4)
Increase (decrease) in cash and cash equivalents (2,095.0)    (243.7)
Cash and cash equivalents at the beginning of the period   5,925.7   5,621.8
Cash and cash equivalents at the end of the period   3,830.7   5,378.1
Non-cash transactions:
Addition on right-to-use assets and leases payable 97.8   168.0
Addition on contractual assets with customers - exclusive rights 27.8 66.3
Reclassification between financial assets and investment in associates   645.3 -
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition   4.1   0.4
Acquisition of property, plant and equipment and intangible assets without cash effect   9.0 30.8
       

2ND QUARTER OF 2024 Graphics

In million of Reais

ULTRAGAZ - Working capital  JUN 24   JUN 23   MAR 24 
OPERATING ASSETS
Trade receivables 611.0 560.0 571.1
Non-current trade receivables 17.1    5.8 15.2
Inventories 193.5 186.9 198.7
Taxes 136.6 175.5 135.4
Escrow deposits 257.6 248.8 256.1
Other 103.5 120.7 115.1
Right-of-use assets 149.1 149.6 154.8
Property, plant and equipment / Intangibles           1,753.4           1,650.2           1,733.6
TOTAL OPERATING ASSETS           3,221.9           3,097.5           3,180.0
OPERATING LIABILITIES
Trade payables 238.4 233.5 236.8
Salaries and related charges 121.8 114.5 101.8
Taxes    8.7    7.7    9.0
Judicial provisions 161.5 135.8 167.3
Leases payable 186.5 187.6 192.4
Other 74.6 67.5 66.1
TOTAL OPERATING LIABILITIES 791.4 746.7 773.4

¹ Includes the long term obligations with clients account

2ND QUARTER OF 2024 Graphics

In million of Reais

ULTRAGAZ - Income statement  2Q24   2Q23   1Q24   1H24   1H23 
 
Net revenues           2,694.1           2,776.3           2,499.9       5,194.0           5,416.9
Cost of products sold          (2,167.6)          (2,230.7)          (1,985.3)      (4,152.9)          (4,359.3)
Gross profit 526.5 545.6 514.6       1,041.1           1,057.7
Operating expenses  
      Selling and marketing (138.1) (162.6) (131.1)         (269.1) (303.9)
      General and administrative (89.6) (75.2) (80.4)         (170.0) (147.5)
Results from disposal of assets    0.6    7.0    0.3 0.9    6.8
Other operating income (expenses), net 20.4    2.1    4.3 24.7    8.2
Operating income 319.8 317.0 307.7          627.5 621.3
Share of profit (loss) of subsidiaries, joint ventures and associates    0.5   (0.0)   (0.0) 0.5   (0.0)
Adjusted EBITDA 414.1 405.2 400.7          814.8 789.2
Non-recurring¹ (17.3)      -        -             (17.3)      -  
Recurring Adjusted EBITDA 396.8 405.2 400.7          797.4 789.2
Depreciation and amortization² 93.8 88.3 93.0          186.8 167.9
Ratios  
Gross margin (R$/ton) 1,206 1,235 1,281          1,242 1,232
Operating margin (R$/ton)   732   717   766 748   724
Adjusted EBITDA margin (R$/ton)   948   917   997 972   919
Recurring Adjusted EBITDA margin (R$/ton)   909   917   997 951   919
Number of employees3 3,602 3,620 3,536          3,602 3,620


¹Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers - exclusive rights    
³ Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


2ND QUARTER OF 2024 Graphics

In million of Reais

ULTRACARGO - Working capital  JUN 24   JUN 23   MAR 24 
OPERATING ASSETS
Trade receivables 44.2 28.0 37.8
Inventories 12.4 10.5 12.1
Taxes    6.0    7.4    6.6
Other 59.4 90.9 77.5
Right-of-use assets 610.6 631.9 621.0
Property, plant and equipment / Intangibles / Investments           2,336.6           1,784.3           2,221.9
TOTAL OPERATING ASSETS           3,069.2           2,553.0           2,976.9
OPERATING LIABILITIES
Trade payables 86.6 43.4 55.9
Salaries and related charges 37.3 44.1 32.9
Taxes 17.9    5.3 13.6
Judicial provisions 18.2    9.4 17.5
Leases payable 551.6 584.7 564.9
Other¹ 49.6 53.2 39.0
TOTAL OPERATING LIABILITIES 761.2 740.2 723.8


2ND QUARTER OF 2024 Graphics

In million of Reais

ULTRACARGO - Income statement  2Q24   2Q23   1Q24   1H24   1H23 
   
Net revenues 263.6 257.4 263.2 526.9 493.8
   Cost of services provided (95.6) (91.6) (92.1) (187.8) (179.3)
Gross profit 168.0 165.8 171.1 339.1 314.5
   Operating expenses  
      Selling and marketing   (2.2)   (2.6)   (3.6)   (5.8)   (6.2)
      General and administrative (42.3) (44.8) (42.2) (84.5) (80.8)
   Results from disposal of assets    0.0    0.4   (0.0)    0.0    0.3
   Other operating income (expenses), net    3.5    1.2    1.7    5.2    1.0
Operating income 126.9 119.9 127.0 254.0 228.9
Total share of profit (loss) of subsidiaries, joint ventures and associates  
Share of profit (loss) of subsidiaries, joint ventures and associates    1.0    7.9    1.5    2.4    7.5
Amortization of fair value adjustments on associates acquisition   (1.7)      -        -     (1.7)      -  
Adjusted EBITDA 165.0 161.0 165.2 330.3 303.4
   Depreciation and amortization¹ 38.8 33.2 36.7 75.6 66.9
Ratios  
   Gross margin (%) 63.7% 64.4% 65.0% 64.4% 63.7%
   Operating margin (%) 48.2% 46.6% 48.3% 48.2% 46.4%
   Adjusted EBITDA margin (%) 62.6% 62.6% 62.8% 62.7% 61.4%
Number of employees2   836   856   843   836   856


  ¹ Includes amortization of fair value adjustments on associates acquisition
  ² Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


2ND QUARTER OF 2024 Graphics

In million of Reais

IPIRANGA - Working capital  JUN 24   JUN 23   MAR 24 
OPERATING ASSETS
   Trade receivables          3,866.4          3,066.4          3,614.5
   Non-current trade receivables 674.3 513.5 584.0
   Inventories          3,783.7          3,489.5          4,161.2
   Taxes          3,805.8          3,794.7          3,688.9
   Contractual assets with customers - exclusive rights          2,208.4          2,240.8          2,215.0
   Other 888.5 586.0 909.4
   Right-of-use assets 844.5 978.3 888.5
   Property, plant and equipment / Intangibles / Investments          4,414.5          4,401.9          4,354.7
TOTAL OPERATING ASSETS        20,486.1        19,071.1        20,416.2
OPERATING LIABILITIES
   Trade payables          4,313.7          3,663.8          4,066.4
   Salaries and related charges 205.4 168.1 181.8
   Post-employment benefits 266.9 212.1 262.9
   Taxes 103.2 177.5 140.6
   Judicial provisions 436.9 315.6 429.1
   Leases payable 679.2 751.2 706.5
   Other 969.8          1,165.3 929.9
TOTAL OPERATING LIABILITIES          6,975.0          6,453.5          6,717.1


2ND QUARTER OF 2024 Graphics

In million of Reais

IPIRANGA - Income statement  2Q24   2Q23   1Q24   1H24   1H23 
   
Net revenues 29,430.7        26,603.8        27,693.3        57,124.0        54,322.9
Cost of products sold and services provided (28,018.6)       (25,644.5)       (26,312.9)       (54,331.6)       (52,306.8)
Gross profit   1,412.1 959.3          1,380.4          2,792.4          2,016.1
Operating expenses  
Selling and marketing (504.9)           (358.5)           (434.4)           (939.2)           (724.6)
General and administrative (324.9)           (281.3)           (273.7)           (598.6)           (588.3)
Results from disposal of assets 36.5 32.4 36.5 72.9 88.3
Other operating income (expenses), net (109.4)           (209.2)           (165.1)           (274.6)           (347.9)
Operating income 509.3 142.7 543.7          1,053.0 443.6
   Share of profit (loss) of subsidiaries, joint ventures and associates (1.2) (1.9) (2.1) (3.3) (3.8)
Adjusted EBITDA   817.1     464.4 819.1          1,636.3          1,047.6
Non-recurring¹   (36.5)  (30.8) (36.5) (72.9) (86.7)
Recurring Adjusted EBITDA  780.7 433.6 782.7          1,563.4 960.9
Depreciation and amortization² 309.0 323.6 277.5 586.6 607.7
Ratios  
   Gross margin (R$/m³) 241 171 247 244 182
   Operating margin (R$/m³)     87   25    97    92    40
   Adjusted EBITDA margin (R$/m³)    140   83 147 143    94
   Recurring Adjusted EBITDA margin (R$/m³) 133 77 140 137    87
Number of service stations 5,876 6,281 5,881 5,876 6,281
Number of employees³ 5,192 5,078 5,127 5,192 5,078

¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers - exclusive rights
3 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

August 7, 2024, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo.

 

Members in attendance:

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

 

Matters discussed and resolutions:


1.

After having analyzed and discussed the performance of the Company in the second quarter of the current fiscal year, the respective financial statements were approved.

2.

“Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the fiscal year of 2024, the Board of Directors approved the distribution of interim dividends in the total amount of R$ 275,970,941.50 (two hundred and seventy-five million, nine hundred and seventy thousand, nine hundred and forty-one Reais and fifty cents of Real). The holders of common shares of the Company are entitled to receive R$ 0.25 (twenty-five cents of Real) per share, excluding the shares held in the treasury account at this date.

3.

It has also been determined that dividends declared herein will be paid as of August 23, 2024 onwards, with no remuneration or monetary adjustment. The record date to establish the right to receive the approved dividends will be August 15, 2024 in Brazil and August 19, 2024 in the United States of America. The shares of the Company will be traded “ex-dividend” on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) from August 16, 2024 and on the New York Stock Exchange (NYSE) from August 19, 2024 onwards.

4.

The members of the Board of Directors of the Company confirmed the issuance of 35,235 (thirty-five thousand, two hundred and thirty-five) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A. by the Company, approved on the Extraordinary General Shareholders’ Meeting held on January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares’ subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company. The Company’s capital stock will be represented by 1,115,439,503 (one billion, one hundred fifteen million, four hundred thirty-nine thousand, five hundred and three) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company’s Bylaws to reflect the new number of shares in which the capital stock of the Company is divided shall be subject to a resolution of the Extraordinary General Shareholders’ Meeting, to be called in due course.

5.

The Board of Directors approved the amendments to the Conflict of Interest and Related Party Transactions Corporate Policy, effective from October 1, 2024 onwards, as proposed by the Executive Board and endorsed by the Audit and Risk Committee.

6.

Finally, the Board members approved the changes to the Material Notice Disclosure and Securities Trading Corporate Policies, as proposed by the Executive Board

 

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



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

 

 

Jorge Marques de Toledo Camargo Chairman

 

Marcos Marinho Lutz Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Fabio Venturelli

 

Flávia Buarque de Almeida

 

Francisco de Sá Neto

 

José Mauricio Pereira Coelho

 

Marcelo Faria de Lima

 

Peter Paul Lorenço Estermann

 

Denize Sampaio Bicudo – Secretary of the Board of Directors 

 

 

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ULTRAPAR PARTICIPAÇÕES S.A.



Distribution of dividends

 

 

São Paulo, August 7, 2024 – Ultrapar Participações S.A. informs that the Board of Directors, at the meeting held today, approved the distribution of dividends in the amount of R$ 275,970,941.50, equivalent to R$ 0.25 per common share, to be paid from August 23, 2024, onwards, without remuneration or monetary adjustment.

 

The record date that establishes the right to receive the dividend will be August 15, 2024, in Brazil, and August 19, 2024, in the United States. Therefore, the shares will be traded "ex-dividend" from August 16, 2024, onwards on the São Paulo Stock Exchange (B3), and from August 19, 2024, onwards on the New York Stock Exchange (NYSE).

 

The number of shares considered to calculate the dividend per share considers the issuance of 35,235 common shares, as approved by the Board of Directors on this date

 

 

Rodrigo de Almeida Pizzinatto

Chief Financial and Investor Relations Officer
Ultrapar Participações S.A.


 


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1. GENERAL PROVISIONS

1.1. Introduction

1.1.1. This document sets forth the Policies, which were prepared pursuant to the Regulation of the New Market of B3, the CVM Resolution Nr. 44/21 and the best market practices. The awareness, adherence and strict compliance thereof are mandatory for all People Subject to the Policies.

1.1.2. Capitalized terms used herein, in plural or singular, shall have the meaning attributed to them in Exhibit I - Definitions.

1.2. General Purposes

1.2.1. The general purpose of the Policies is to establish the rules and guidelines with respect to disclosure of information to the market and trading of Securities by any person holding or who may hold information owned by or of the interest of Ultra Group.

1.2.2. The Policies set forth standards and guidelines to be observed:

(i) all Material Notices must be immediately and simultaneously disclosed to the markets where the Company has Securities admitted for trading, except in rare occasions in which the postponing of such disclosure is permitted;

(ii) Privileged Information shall only be disclosed when they become Material Notices or in other special events in which such information, to the best interest of Ultra Group, must be disclosed to the public;

(iii) knowledge of Privileged Information (a) prevents the person holding or aware of such information from trading and (b) authorizes the Committee to establish an Extraordinary Trading Restriction to the People Subject to the Policies;

(iv) it is assumed that Controlling Shareholders and the Management of the Company have access to any Material Notice not disclosed or to all Privileged Information.

1.3. People Subject to the Policies

1.3.1. The following people (“People Subject to the Policies”) shall comply with the rules and guidelines established in the Policies:

(a) the Company;

(b) Controlling Shareholders;

(c) the Management of the Company;

(d) all people that hold officer (statutory or not) positions at Ultra Group; and

(e) other people appointed by the Committee, at its sole discretion, holding or that may hold information related to Ultra Group.

1.3.2. The People Subject to the Policies must ensure that the rules of the Policies are complied with by the people under their influence (including companies or investment funds controlled by them, affiliated to or under common control, directly or indirectly), Spouses and Dependents, provided that the People Subject to the Policies shall be held jointly liable with those people in the event of non-compliance with the Policies arising out of failure of compliance with such duty.



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1.4. Disclosure and Trading Committee

1.4.1. The Company shall have a Committee with the main following duties:

(a) assist the Investor Relations Officer on disclosing information to the market, through any means, amongst which the Reference Form, forms to be filed with SEC, Material Notices, market announcements, notices to shareholders and press releases;

(b) advise the Investor Relations Officer with respect to decisions attributed to him/her by the Policies or the Regulation;

(c) resolve on non-disclosure of Material Notices, for the events set forth in item 2.3., with the subsequent communication of trading prohibition to the People Subject to the Policies;

(d) resolve on the establishment of Extraordinary Trading Restrictions;

(e) provide clarifications as to the application or interpretation of the provisions set forth in the Policies, law and Regulation;

(f) analyze the content of Individual Investment Programs received from by People Subject to the Policies, in order to safekeep and ensure compliance with the purposes set forth in the Policies;

(g) resolve on the applicable measures in cases of non-compliance with the Policies, as well as on the need to inform of this matter to the Board of Directors of the Company to adopt additional measures potentially applicable, as set forth in item 4.2.; and

(h) appoint other people that have or may have access to information related to Ultra Group, who must be subject to the terms set forth in these Policies.

1.4.2. The Committee shall be comprised of up to 5 members, including the Chief Financial and Investor Relations Officer, who shall appoint the other members.

1.4.3. The Committee shall hold meetings whenever called by the Investor Relations Officer or any other member, provided that all decisions of the Committee shall depend on the majority of its members, without prejudice to the prerogatives set forth in the Policies and Regulation to the Investor Relations Officer.

1.4.4. Call notices shall be made through electronic communication, and the meetings shall be held primarily at the Company’s headquarters. Meetings may be attended through conference call, video conference or through any other remote means of communication, being permitted electronic voting.

2. DISCLOSURE POLICY

2.1. Specific Purposes

2.1.1. The purposes of the Disclosure Policy are to:

(a) rule the disclosure to the market of information which, according to its nature and characteristics, must be classified as a Material Notice, setting forth the rules and guidelines to be complied with by the Investor Relations Officer and by the other People Subject to the Policies with respect to the disclosure of such information and confidentiality of such information, while not disclosed;

(b) establish the general and conduct rules to be adopted by the Company to classify information as Material Notices, and to disclose such information, attributing, for the benefit of investors and the market in general, predictability to the conducts to be adopted by the Company; and

(c) ensure the availability of information on Material Notices to the shareholders and the market in general, in a timely, efficient, and reasonable manner, contributing to the symmetry of information on Material Notices and Privileged Information.

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2.2. Disclosure of Material Notices

2.2.1. The verification of the occurrence of Material Notices or the convenience of the disclosure of Privileged Information through a market announcement shall always consider: (i) the relevance of the information in the specific situation and its materiality in the context of the Ultra Group’s activities and size, and not individually, (ii) the presence of reasonable influence criteria described in the definition of Material Notice, (iii) the track record of disclosure of material information by the Company and not generally, in order to avoid the non-relevant disclosure of Material Notices to the detriment of the quality of the analysis, by the market, of Ultra Group’s perspectives.

2.2.2. The Investor Relations Officer and the Committee shall ensure that the Material Notices will be disclosed as provided by law, the Regulation and this Disclosure Policy, in a clear and accurate manner, as well as ensure that Material Notices will be widely and immediately disclosed simultaneously to the markets in which the Securities are traded.

2.2.2.1. The Material Notices will be disclosed to the appropriate authorities and to Stock Markets and/or Market Administrators electronically, as well as in the Company’s website and the following news website chosen by the Company, pursuant to CVM Resolution Nr. 44/21: https://valor.globo.com/valor-ri/.

2.2.2.2. The market announcements will be disclosed to the appropriate authorities and to Stock Markets and/or Market Administrators electronically, as well as in the Company’s website.

2.2.3. Whenever possible, the disclosure of any Material Notices shall occur before the beginning or after the closure of trading sessions at Stock Markets, provided that, in the event of incompatible times with other markets, the time of operation of the Brazilian Stock Market shall prevail.

2.2.4. The People Subject to the Policies shall inform any Material Notices they are aware of, in writing, to the Investor Relations Officer.

2.2.4.1. If the People Subject to the Policies are personally aware of a Material Notice and verify the omission, by the Investor Relations Officer, in complying with his/her duty of communication and disclosure, including in the event set forth in the sole paragraph of article 6 of CVM Resolution Nr. 44/21, they shall only be exempt from liability if they immediately notify such Material Notice to CVM.

2.2.4.2. The communication above shall be dismissed upon proven awareness of such Material Notice by the Investor Relations Officer and the decision of not disclose such information, taken pursuant to the provisions set forth in this Disclosure Policy.

2.2.5. The Company does not comment on rumors or speculations originated in the market, except under extreme situations that imply or may imply the significant volatility of the Company’s Securities.

2.3. Exception to Immediate Disclosure

2.3.1. The disclosure of Material Notices may be postponed in exceptional situations, if such disclosure implies in putting Ultra Group’s lawful interest at risk.

2.3.2. The postponing of disclosure of Material Notices shall be subject to the decision (a) by Controlling Shareholders and provided that such information is restricted to such shareholders, or (b) by the Committee.

2.3.3. If information related to an undisclosed Material Notice gets out of control, or in the events of atypical fluctuation of the price of the Securities or traded volume, such Material Notice must be disclosed to the market, subject to, to the extent possible, item 2.2.3.

2.3.4. If an information is restricted to the Controlling Shareholders and such Controlling Shareholders decide not to disclose such information, they shall notify the Investor Relations Officer, and he/she shall notify the Committee, with respect to the existing Material Notice, whether due to atypical fluctuation of the price or traded volume of the Securities or due to examination by the Investor Relations Officer, so that the need of an immediate disclosure is analyzed.



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2.4. Duties of the Investor Relations Officer

2.4.1. The Investor Relations Officer shall:

(a) disclose the Material Notice simultaneously to the CVM, SEC, the Stock Markets and market in general, immediately after the occurrence thereof, subject to item 2.2.3;

(b) ensure the wide and immediate dissemination of such Material Notices in all markets where the Securities are admitted for trading, except for the provision of item 2.3;

(c) ponder the need to request the stock exchanges to suspend trading of Securities for the time necessary for the proper dissemination of the Material Notice, if its disclosure is required during trading hours;

(d) provide all additional clarifications as to such Material Notice, when requested to do so by the appropriate authorities or by any Stock Markets;

(e) should there be an unusual fluctuation in the price or trading volume of the Company’s Securities, the Investor Relations Officer must question the people with potential access to Privileged Information, in order to establish whether they are aware of any information that must be disclosed to the market;

(f) electronically communicate any existing Ordinary and Extraordinary Trading Restrictions; and

(g) provide the Stock Market with information related to any material trading.

2.5. Duty of Confidentiality

2.5.1. The People Subject to the Policies and all people that may have access to Privileged Information must keep the confidentiality of such Privileged Information still not disclosed by the Company. Furthermore, they must ensure that their subordinates and/or trusted third parties also comply, being jointly liable with them in the event of non-compliance with the duty of confidentiality.

2.5.2. Privileged Information may only be disclosed to third parties upon the execution of agreements that obligate the receiving party (i) to keep the confidentiality of such information, and (ii) not to trade Securities based on such information. This provision is not applicable to the disclosure of information to a person who is required by law to comply with such duties.

2.5.3. Privileged Information may only be discussed with those who are required to be aware of them, subject to item 2.5.2, and to the extent legally permitted.

2.5.4. In addition to the People Subject to the Policies, all people that have access to information owned by or of the interest of Ultra Group must keep the confidentiality of such information and shall not disclose them to third parties, except when at Ultra Group’s interest, or if such information is disclosed as provided by the Disclosure Policy, by law or Regulation.

2.5.5. If any Person Subject to the Policies verifies that a Privileged Information has become known to third parties not subject to confidentiality rules, or if there is an unusual fluctuation in the price or traded volume of Securities, such facts must be immediately communicated to the Investor Relations Officer so that the need for disclosure of the Privileged Information to the market can be assessed.



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2.6. Communication and Disclosure with Respect to Material Trading

2.6.1. Controlling Shareholders and shareholders who elect members of the Board of Directors or members of the Fiscal Council of the Company, as well as any individual or legal entity, or group of people, acting jointly or representing the same interest, that carry out Material Trading operations, must inform the Company with respect to the transaction, and must inform the Company about the details of the operation, pursuant to CVM Resolution Nr. 44/21.

2.6.2. Upon the intention to change the composition of the shareholding control or administrative structure of the Company, or upon an acquisition that results in the obligation to perform a public offer, the acquirer must disclose the information required by CVM Resolution Nr. 44/21 through the company’s disclosure channels.

2.6.3. The communication to the Company of the Material Trading must be made immediately after a Material Trading is done, that is, until the beginning of the trading session following the one in which the order was carried out. The Investor Relations Officer shall send information to the CVM, SEC and the Stock Markets.

2.7. Reporting of transactions involving Management and Affiliated Persons

2.7.1. Management must inform the Investor Relations Officer of their ownership and transactions involving: (a) Securities; (b) securities issued by Controlled Companies, provided they are publicly traded, including transactions with derivatives or any other securities related to the securities issued by Controlled Companies; and (c) the securities referred to in (a) and (b), conducted by Spouses, Dependents, legal entities controlled, directly or indirectly, by the persons mentioned in this Clause, or investment funds in which they are shareholders, except for non-exclusive investment funds where investment decisions are not influenced by the shareholders.

2.7.2. The communication mentioned above must be sent to the Investor Relations Officer (i) within 5 days after each transaction is executed; and (ii) on the first business day after assuming the position.

2.7.2.1. For the purposes of counting the period mentioned above, the transaction date should be understood as the date of the transaction itself, not the date of its physical or financial settlement.

2.7.3. The Investor Relations Officer must send the information mentioned in this item, received by him/her, to CVM and B3 within 10 (ten) days after the end of the month in which the changes in the positions occur or the month in which the position is assumed.

2.7.4. The Investor Relations Officer's obligation to report also extends to ownership and transactions involving Securities conducted by the Company itself, its controlled entities, and affiliated entities.


3. TRADING POLICY

3.1. Specific Purposes

3.1.1. The purposes of the Trading Policy are to:

(a) prevent the improper use of Privileged and sensitive Information owned by Ultra Group by the People Subject to the Policies, for their own benefit or the benefit of third parties; and

(b) define rules and guidelines to be adopted for trading by the People Subject to the Policies, including with respect to periods of trading restriction or conditions to be complied with for the trading to be permitted in such periods.



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3.2. General Rules

3.2.1. The People Subject to the Policies may not use Privileged Information in order to obtain, directly or indirectly, for themselves or to third parties, any pecuniary advantages, including through trading.

3.2.2. Before the disclosure to the public of Privileged Information pursuant to the Policies, trading by People Subject to the Policies that are aware of such Privileged Information, or of the date of disclosure thereof, is restricted.

3.2.2.1. For the purpose of verifying the violation of item above, it is assumed that: (i) the Person Subject to the Policies who traded Securities, having Privileged Information, made use of such information in said trading; (ii) Controlling Shareholders and any member of the Management have access to all Privileged Information not yet disclosed; (iii) members of the Management who leave the Company with Privileged Information, which has not yet been disclosed, make use of such information if they trade Securities issued by the Company within a period of 3 months after their resignation.

3.2.3. The prohibition of item 3.2.1. does not apply to subscriptions for new Securities. However,  Securities may not be traded by People Subject to the Policies (i) in the event of public offer for distribution of Securities, until the disclosure of the announcement of its closing, subject to the exceptions set forth in the Regulation; and (ii) in the event of public offering for distribution of Securities with restricted efforts, during the period of 90 days counted as from the subscription or acquisition of certain Securities by the investor, as provided for in the Regulation.

3.2.4. Short swing transactions, that is, short-term transactions with the Securities cannot be carried out by the People Subject to the Policies, who cannot dispose of the Securities acquired by them over the last 3 months.

3.2.4.1. Securities received by People Subject to the Policies through the Company's stock-based compensation plans are not subject to the prohibition in item 3.2.4, except if there is a specific prohibition in the respective contract.

3.2.5. The restrictions set forth in this Trading Policy are not applicable to transactions performed by investment funds whose People Subject to the Policies are quota holders of, provided that (a) such investment funds are not exclusive; and (b) trading decisions made by the manager of such investment fund are not influenced by quota holders.

3.2.6. The repurchase of shares issued by the Company shall be subject to previous approval by general shareholders’ meeting whenever:

(a) performed outside organized markets of Securities, (i) involves, even by several single operations, more than 5% of type or class of shares in less than 18 months; (ii) the price is 10% over, in case of acquiring, or 10% less in case of disposal, than the weighted average for last stock exchange prices; or (iii) the counterparty is a related party to the Company, as defined by the accounting rules that deal with this matter to the Company; or

(b) if it has the purpose to modify or to preserve the composition of the shareholding control or administrative structure of the Company.

3.2.7. People Subject to the Policies who are beneficiaries of stock-based compensation plans may not carry out any transactions with derivative instruments that nullify or mitigate their economic exposure to the Securities.

3.3. Trading Restrictions

3.3.1. The People Subject to the Policies and the Company itself may not trade Securities, regardless of determination by the Investor Relations Officer or the Committee ("Ordinary Trading Restrictions"):

(a) whenever any Material Notice which the People Subject to the Policies and the Company are aware of is pending of disclosure;

(b) in the period of 15 (fifteen) days prior to the disclosure of ITR and SFS forms;



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(c) whenever there are any periods of trading restriction ongoing;

(d) as from the time they have access to information with respect to the intention to perform a merger, total or partial spin-off, transformation or consolidation involving the Company;

(e) during any share acquisition or disposal program undertaken by the Company itself; and

(f) from the moment analyses related to the request for judicial or extrajudicial recovery and bankruptcy, made by the Company itself, are initiated.

3.3.1.1. The restriction provided for above does not apply to negotiations involving fixed income Securities, when carried out through operations with combined repurchase commitments by the seller and resale by the purchaser, for settlement on a pre-established date, before or equal to the maturity of the securities object of the operation, carried out with predefined profitability or remuneration parameters.

3.3.1.2. The restriction provided for in item “b” above applies regardless of the assessment of the existence of a Material Notice pending disclosure.

3.3.1.3. The restriction set forth in item “e” above shall only be effective during the days in which repurchase is actually performed by the Company, provided that: (i) the weekdays in which the Company will trade in the market are established; and (ii) the Investor Relations Officer informs the People Subject to the Policies of the days the restriction will be effective.

3.3.2. Without prejudice to the Ordinary Trading Restrictions, the Committee may establish other trading restriction periods ("Extraordinary Trading Restrictions"), applicable to the People Subject to the Policies or to a part of them, whether due to the holding of Privileged Information, or to protect Ultra Group’s image.

3.3.3. In the event of an Extraordinary Trading Restriction, the Investor Relations Officer shall immediately electronically inform the People Subject to the Policies or those subject to the restriction, the period in which the trading of Securities will be restricted, without providing the reasons for such restriction. Said communication must be treated as confidential by its recipients.

3.3.4. The Committee will not be required to justify the decision to establish an Extraordinary Trading Restriction, and information on the existence of such Extraordinary Trading Restriction must be treated with confidentiality by the people subject to such restriction.

3.3.5. The Board of Directors of the Company may not deliberate on the acquisition or disposal of shares issued by the Company itself in the event any agreement or contract has been entered into in order to transfer shareholding control (direct or indirect) of the Company, or in the event an option or power of attorney has been granted for this purpose, as well as upon the existence of the firm intention to promote a merger, total or partial spin-off, consolidation, transformation or corporate reorganization of the Company, and while such transaction is not disclosed to the public as Material Notice.

3.3.6. During Ordinary and Extraordinary Trading Restrictions, the People Subject to the Policies are prohibited to carry out stock lending or renting operations, whether in the position of lender or in the position of borrower.

3.4. Exceptions to Trading Restrictions

3.4.1. The trading restrictions shall not apply to: (a) transactions with shares held in treasury, through a private trading, or the subscription of new shares, provided that such private trading or subscription result from eventual the exercise of a call option arising out of the stock option plan approved at general shareholders’ meeting or when it involves granting shares to Management, employees or service providers as part of compensation previously approved at a general meeting; and (b) potential repurchases by the Company, also through a private trading, of shares referred to in sub-item “a” of this item.

3.4.2. The trading restrictions set forth in item 3.3.1. shall not apply to People Subject to the Policies when their transactions are carried out as long-term investment through Individual Investment Programs approved by the Committee, and as from the date of its approval.



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3.5. Individual Investment Programs

3.5.1. The People Subject to the Policies may request Individual Investment Programs to be filed at the Company, which shall be submitted to the analysis of the Committee with respect to their compatibility with the provisions set forth in the Policies and Regulation. Ordinary and Extraordinary Restrictions will not apply to transactions conducted by People Subject to the Policies under Individual Investment Programs that have been duly approved by the Committee and filed with the Company.

3.5.2. The Individual Investment Programs will be in writing, duly filed at the Company and shall follow the specifications below:

(a) before the Individual Investment Programs are filed, the calendar including the specific disclosure dates of ITR and SFS forms must be approved;

(b) the Individual Investment Programs may not be filed during (a) the period of any trading restriction, subject to item 3.5.3., and (b) the period of 15 days before disclosure of ITR and SFS forms;

(c) the beneficiaries may only carry out trading operations covered by Individual Investment Programs 3 months after the Committee’s approval;

(d) the Individual Investment Programs shall establish:

(i) the irrevocable and irreversible commitment of participants to trade Securities as of the dates or events established in the Individual Investment Programs, previously indicating the value or amounts of trade operations to be carried out;

(ii) the type and the class of Securities subject to the investment or divestiture; and

(iii) the obligation of the beneficiaries of the Individual Investment Program to revert to the Company any losses prevented or potential gains at trading, arising out of the potential change of the disclosure dates of ITR and SFS forms, ascertained based on reasonable and verifiable criteria to be established by such Individual Investment Program.

(e) the beneficiaries shall not:

(i) maintain simultaneously more than one Individual Investment Program; and

(ii) perform transactions that shall nullify or mitigate economic effects of the transactions determined by the Individual Investment Program.

3.5.3. The Individual Investment Programs may be filed at the Company during the effectiveness of a stock repurchase program approved by the Company, provided that participants must comply with all trading rules applicable according to these Policies.

3.5.4. Any Individual Investment Programs adopted by Controlling Shareholders and the members of the Management shall be accompanied by the Board of Directors, or other statutory governance body designated by it, which will verify, at least every six months, the adherence of the trading by the participants to the Program by them formalized.

4. INFRACTIONS AND SANCTIONS

4.1. Any violations to the rules set forth in the Policies verified by the People Subject to the Policies must be immediately reported to the Investor Relations Officer or to the Committee.

4.2. Without prejudice of legal sanctions, the Committee shall adopt applicable measures, upon non-compliance with the Policies, including, as the case may be, (a) communication to the competent authorities, (b) dismissal of the Person Subject to the Policies, as applicable, and/or (c) reporting such matter to the Board of Directors, so that additional measures potentially applicable may be adopted.

4.3. Without prejudice of the applicable sanctions, the People Subject to the Policies responsible for non-compliance with any provision set forth in the Policies shall reimburse Ultra Group, fully and without limitation, of all losses resulting from such non-compliance.



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5. FINAL PROVISIONS

5.1. The Policies shall be in full force as of the date they are approved by the Board of Directors of the Company for indefinite term. These Policies may only be amended upon resolution by the Board of Directors of the Company, provided that no amendments may be performed during any pending Material Notice to be disclosed to the market.

5.2. After the approval of the Policies by the Board of Directors, the Company must obtain the express adhesion by the People Subject to the Policies upon the execution of the Instrument of Adhesion, pursuant to Exhibit II.

5.2.1. The Investor Relations Officer shall maintain a file with the name, position, function or relation to the Company, e-mail, Individual Taxpayer Registry (CPF) or Corporate Taxpayer Registry (CNPJ) of the People Subject to the Policies, which file must be updated whenever changes occur.

5.2.2. The file referred to in item 5.2.1. must be kept by the Company and must be made available to the CVM.

5.3. In case any member of the Management cease to be subject to the Policies before the disclosure of Material Notice related to the business or to the fact initiated during their relationship with Ultra Group, he/she must refrain from trading Securities, (i) for 3 months counted as of their removal of the Company, or (ii) until disclosure of the referred material fact, whichever occurs first.

5.4. The rules set forth in the Policy:

(i) apply to trading carried out (a) within or outside regulated securities market environments, (b) directly or indirectly, whether through controlled companies or third parties with whom a fiduciary or portfolio management agreement is entered into, (c) by his/her own account or by third parties.

(ii) apply to trading directly or indirectly carried out by the People Subject to the Policy, whether such trading occur through a controlled company, or a third party with whom a fiduciary or share or portfolio management agreement is entered into.

5.5. The Company will adopt the proceedings and actions mentioned below, without prejudice to other claimed necessary to control and avoid potential violations to the Policy:

(i)  instrument of adhesion to be signed by the People Subject to the Policy, pursuant Exhibit II;

(ii)  announcements made by the Investor Relations Officer to the People Subject to the Policy informing on opening and closing of trading window periods; and

(iii) regular training, which frequency and content that will be defined by the Committee.



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EXHIBIT I - DEFINITIONS

“B3”: B3 S.A. – Brasil, Bolsa e Balcão.

“Committee”: the Disclosure and Trading Committee, defined in item 1.4.1.

“Company” or “Ultrapar”: Ultrapar Participações S.A.

“Controlling Shareholders”: shareholder or group of shareholders, if any, holding and exercising control of the Company directly or indirectly;

“CVM”: Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários).

"CVM Resolution Nr. 44/21": means CVM Resolution Nr. 44, of August 23, 2021.

“Dependents”: any dependent included in the annual tax return provided by People Subject to the Policies.

“Disclosure Policy”: Ultrapar’s Material Notice Disclosure Corporate Policy.

“Extraordinary Trading Restrictions”: has the meaning attributed to it in item 3.3.2.

“Individual Investment Program”: the written instrument through which a Person Subject to the Policies undertakes to, voluntarily, irrevocably and irreversibly, invest or divest Securities at pre-established dates, events or periods, or upon the occurrence of certain conditions which implementation it not under its control, prepared pursuant to the provisions set forth in CVM Resolution Nr. 44/21.

“Instrument of Adhesion”: the document to be entered into pursuant to Exhibit II.

“Investor Relations Officer”: Ultrapar’s Chief Financial and Investor Relations Officer.

“ITR”: Company’s quarterly information.

“Management”: with respect to the Company and its subsidiaries, the members of the Board of Directors, the statutory officers, the members of the Fiscal Council, if any, and the members of any other bodies with technical or advisory functions eventually constituted by statutory provision.

“Market Administrators”: are the managing entities of the Stock Exchanges in Brazil;

"Material Notice": any decision made by Controlling Shareholders, resolution made by the general shareholders’ meeting or management bodies of Ultra Group, or any other act or fact occurred or related to the business of Ultra Group that may reasonably influence: (a) the price of Securities; (b) the decision of investors to buy, sell, or hold Securities; or (c) the decision of investors to exercise any rights inherent to their condition as holders of Securities.

“Material Trading”: trading operation or group of trading operations through which the equity interest held directly or indirectly in the Company exceeds, up or down, the levels of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on successively of shares issued by the Company, as well as the rights attributed to the shares and other Securities issued by the Company.

“NYSE”: the New York Stock Exchange.

“Ordinary Trading Restrictions”: has the meaning attributed to it in item 3.3.1.

“People Subject to the Policies”: has the meaning attributed to it in item 1.3.

"Privileged Information": (i) undisclosed Material Notices; and (ii) information that is not a Material Notice, but may become one, and has not yet been disclosed. It is also presumed to be Privileged Information, even if in the early stages of studies or analyses, information regarding: (a) merger operations, total or partial spin-off, transformation, or any form of corporate reorganization or business combination; (b) changes in control of the Company, including through the execution, amendment, or termination of a shareholders' agreement; (c) Company’s deregistration as publicly-held company or change in the environment or segment of trading of shares issued by it; and (d) request for judicial or extrajudicial reorganization and bankruptcy filed by the Company itself.

“Regulation”: the rules issued by CVM and other regulatory and self-regulatory bodies which the Company is subject to.

“SEC”: the U.S. Securities and Exchange Commission.

"Securities": any and all securities, as defined in Article 2 of Law No. 6,385/76, issued by the Company, its controlled entities, or related to them, including derivatives, whether settled physically or financially.

“SFS”: the Standard Financial Statements of the Company.

“Spouse”: the spouses or companion(s).

“Stock Market”: B3, NYSE and any other Stock Market or organized over the counter market in which Company’s Securities are admitted for trading, in Brazil or abroad.

“Trading Policy”: Ultrapar’s Securities Trading Corporate Policy which, together with the Disclosure Policy, are the “Policies”.

“Ultra Group”: Ultrapar and subsidiaries.


Approved by the Board of Directors on August 7th, 2024



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EXHIBIT II – INSTRUMENT OF ADHESION

INSTRUMENT OF ADHESION

By this instrument (“Instrument of Adhesion”) [name, and e-mail], undersigned below, as [relation with Ultra Group], hereby adheres to the MATERIAL NOTICE DISCLOSURE CORPORATE POLICY and the SECURITIES TRADING CORPORATE POLICY of securities issued by ULTRAPAR PARTICIPAÇÕES S.A. (“Policies” and “Company”, respectively), which copies are hereby delivered, and represents:

(i)      to be fully aware of all terms set forth in the Policies, and to comply with the rules set forth therein;

(ii)     to be aware that Trading Restrictions of securities issued by the Company will be informed, pursuant to the Policies, through the e-mail indicated in this Instrument of Adhesion; and

(iii)    to be aware that he/she is responsible for non-compliance with any provision set forth in the Policies, and that he/she shall reimburse, without prejudice to the applicable sanctions, Ultra Group, as defined in the Policies, fully and without limitation, of all losses arising out of such non-compliance. 







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Approved by the Board of Directors on August 7th, 2024


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: August 7, 2024     

 


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer

                                                 

(Individual and Consolidated Interim Financial Information as of and for the Quarter Ended June 30, 2024 and Report on Review of Interim Financial Information; 2Q24 Earnings Release; Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on August 7, 2024; Notice to shareholders and Material Notice Disclosure and Securities Trading Corporate Policies)