- UGP Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
-
Insider
- Institutional
- Shorts
-
6-K Filing
Ultrapar Participações (UGP) 6-KCurrent report (foreign)
Filed: 7 Aug 24, 6:20pm
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
Ultrapar Participações S.A. and Subsidiaries | ![]() |
(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. |
![]() | Deloitte Touche Tohmatsu Tel.: + 55 (11) 5186-1000 |
(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. |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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:
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.
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ||
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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
| 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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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$.
Ultrapar Participações S.A. and Subsidiaries | ![]() |
Notes to the interim financial information For the period ended June 30, 2024 |
1) | Refers to a hedge instruments with the notional value of USD 300 millions. |
2) | TJLP (Long-term Interest Rate) = set by the National Monetary Council, the TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. As of June 30, 2024, TJLP was fixed at 6.67% p.a. |
The changes in loans, financing, debentures and derivative financial instruments are shown below:
Balance as of December 31, 2023 |
| 11,768,017 |
Proceeds |
| 2,856,034 |
Interest accrued |
| 378,509 |
Principal payment |
| (1,386,628) |
Interest payment |
| (381,222) |
Monetary and exchange rate variations |
| 891,490 |
Change in fair value |
| (194,767) |
Hedge result |
| (228,264) |
Balance as of June 30, 2024 |
| 13,703,169 |
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of June 30, 2024, the amount recognized in profit or loss was R$ 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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 |
| m³ |
| 414,357 |
| 131,473 |
| (9,812) |
| 21,918 |
| (672) |
| (2,308) |
Commodity forward |
| Sold |
| RBOB |
| Sept/24 |
| 39,111 |
| 6,677 |
| m³ |
| 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 |
| ‐ |
| m³ |
| 13,309 |
| ‐ |
| 5,377 |
| ‐ |
| 12,608 |
| ‐ |
Commodity forward |
| Purchased |
| Brent |
| - |
| 1,800 |
| 40,000 |
| m³ |
| 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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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:
Ultrapar Participações S.A. and Subsidiaries | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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$3.98/share.
In May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, the subsidiary Ultrapar Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.
In the period ended June 30, 2024, after the purchases of additional interests mentioned above, subsidiary Ultrapar Logística totalize an interest equivalent to 39.98% of Hidrovias' share capital.
The transaction amounts for acquiring an interest in Hidrovias are shown below:
Amount paid for the acquisition of shares – financial asset | 579,066 |
Gain (loss) on fair value adjustment of financial assets | 66,267 |
Total financial asset transferred to the investments line item | 645,333 |
Subsequent acquisitions of additional interests | 647,201 |
Total investment in Hidrovias as of June 30, 2024 (A) | 1,292,534 |
|
|
Equivalent participation to equity of the associate (B) | 536,407 |
Provisional goodwill on acquisition of investment (A-B) | 756,127 |
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and the purchase price allocation (“PPA”) will be completed in 2025.
Ultrapar Participações S.A. and Subsidiaries | ![]() |
Notes to the interim financial information For the period ended June 30, 2024 |
a. Distribution of dividends
On August 7, 2024, the Board of Directors, in a meeting held on this date, approved the distribution of dividends in the amount of R$ 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.
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 |
Net income | Cash generation from operations | Investments and Acquisitions |
R$ 491 | R$ 1.3 | R$ 1.8 |
¹ Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
2ND QUARTER OF 2024 | ![]() |
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 | ![]() |
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 | ![]() |
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 revenues – Total 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 | ![]() |
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% |
m³ 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 | ![]() |
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 assets – Total 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 | ![]() |
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 | ![]() |
Cash and maturity profile and breakdown of gross debt:
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 | ![]() |
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 | ![]() |
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)
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 | ![]() |
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 | ![]() |
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 |
2ND QUARTER OF 2024 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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 | ![]() |
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$/m³) | 133 | 77 | 140 | 137 | 87 |
Number of service stations | 5,876 | 6,281 | 5,881 | 5,876 | 6,281 |
Number of employees³ | 5,192 | 5,078 | 5,127 | 5,192 | 5,078 |
ULTRAPAR PARTICIPAÇÕES S.A.
CNPJ Nr. 33.256.439/0001-39 | NIRE 35.300.109.724 |
Date, Hour and Place:
August 7, 2024, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo.
Members in attendance:
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Leonardo Remião Linden and Tabajara Bertelli Costa; and the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz.
Matters discussed and resolutions:
1. | After having analyzed and discussed the performance of the Company in the second quarter of the current fiscal year, the respective financial statements were approved. |
2. | “Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the fiscal year of 2024, the Board of Directors approved the distribution of interim dividends in the total amount of R$ 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
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.
![]() |
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.
![]() |
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.
94 |
![]() |
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.
![]() |
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.
![]() |
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.
![]() |
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;
![]() |
(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.
![]() |
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.
![]() |
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.
![]() |
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
![]() |
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.
XXXXXXXXXXXXXXXXXXXXXX
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)