Ultrapar Participações S.A. and Subsidiaries | |
Notes to the interim financial information |
|
For the period ended September 30, 2024 |
|
a. Contracts
Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. 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 |
Vila do Conde | 343,625 ton. | 2044 |
(*) 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 September 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 September 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 amount of R$ 4,816, was recorded under “Other payables” and paid after the contractual clauses have been fulfilled. 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 August 31 and determined the final goodwill in the amount of R$ 1,413.
Ultrapar Participações S.A. and Subsidiaries | |
Notes to the interim financial information |
|
For the period ended September 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 | 41,938 |
Intangible assets, net | 11,634 |
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 | 1,413 |
Non-controlling interests | 16,397 |
Assets and liabilities consolidated in the opening balance | 26,009 |
|
|
Assets acquired | 72,779 |
Liabilities assumed | 48,183 |
Goodwill based on expected future profitability | 1,413 |
| |
Acquisition value | 26,009 |
Comprised by | |
Cash | 5,000 |
Acquisition of ownership interest via capital contribution (as non-controlling interests) | 16,193 |
Contingent consideration to be settled | 4,816 |
Total consideration | 26,009 |
|
|
Net cash outflow resulting from acquisition | |
Initial consideration in cash | (5,000) |
Contingent consideration settled | (4,816) |
Cash and cash equivalents acquired | 1,719 |
Total | (8,096) |
Ultrapar Participações S.A. and Subsidiaries | |
Notes to the interim financial information |
|
For the period ended September 30, 2024 |
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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 was R$ 237,500 subject to 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$117,306.
The following table summarizes the balances of assets acquired and liabilities assumed at fair value on the acquisition date, including goodwill determination:
Assets | |
Cash and cash equivalents | 3,248 |
Trade receivables | 6,107 |
Recoverable taxes | 402 |
Other receivables and other assets | 1,057 |
Property, plant and equipment, net | 248,951 |
Intangible assets, net | 10,441 |
Liabilities | |
Loans and financing | 44,568 |
Trade payables | 911 |
Salaries and related charges | 1,430 |
Taxes payable, income and social contribution taxes payable | 13,974 |
Other payables | 23,923 |
Fair value of investee’s assets and liabilities | 185,580 |
Fair value of assets and liabilities according to Ultracargo's interest | 92,790 |
Goodwill based on expected future profitability | 117,306 |
Acquisition value | 210,096 |
The goodwill determined on the operation is based on the expected future profitability and on the synergy with the operations of Ultracargo, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.
Ultrapar Participações S.A. and Subsidiaries | |
Notes to the interim financial information |
|
For the period ended September 30, 2024 |
|
In the process of identifying assets and liabilities, intangible assets that were not recognized in the books of the acquired entity were also considered, as shown below:
| R$ | | 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 September 30, 2024, after the purchases of interests additional to those mentioned above, subsidiary Ultrapar Logística totaled an interest equivalent to 39.98% of Hidrovias' share capital.
The transaction amountsfor 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 (A) | 1,292,534 |
Participation equivalent to equity of the associate (B) | 534,639 |
Provisional goodwill on acquisition of investment (A-B) | 757,895 |
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 September 30, 2024 |
|
d. WTZ Participações S.A.
On September 1, 2024, through the subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting share capital of WTZ Participações S.A. (“Witzler”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.
Witzler was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution of R$49,490, totaled R$104,490. The remaining transaction amount of R$45,384 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$56,791. The purchase price allocation (“PPA”) will be completed in 2025.
The table below summarizes the balances of assets acquired and liabilities consolidated on the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
Assets | |
Cash and cash equivalents | 5,399 |
Trade receivables | 33,168 |
Recoverable taxes | 3,036 |
Prepaid expenses | 170 |
Other receivables | 306 |
Other investments | 5 |
Property, plant and equipment, net | 1,684 |
Intangible assets, net | 11 |
Derivative instruments | 200,686 |
Liabilities | |
Loans and financing | 68 |
Trade payables | 27,192 |
Salaries and related charges | 2,533 |
Taxes payable, income and social contribution taxes payable | 81,112 |
Other payables | 3,004 |
Goodwill based on expected future profitability | 56,791 |
Non-controlling interests | 63,058 |
Assets and liabilities consolidated in the opening balance | 124,288 |
Ultrapar Participações S.A. and Subsidiaries | |
Notes to the interim financial information |
|
For the period ended September 30, 2024 |
|
|
|
Assets acquired | 126,388 |
Liabilities assumed | 58,891 |
Goodwill based on expected future profitability | 56,791 |
Acquisition value | 124,288 |
|
|
Comprised by | |
Cash | 55,000 |
Acquisition of ownership interest via capital contribution (as non-controlling interests) | 23,904 |
Contingent consideration to be settled | 45,384 |
Total consideration | 124,288 |
|
|
Net cash outflow resulting from acquisition | |
Initial consideration in cash | (55,000) |
Cash and cash equivalents acquired | 5,399 |
Acquisition value | (49,601) |
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 September 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 result of Hidrovias is accounted for with a two-month delay, impacting Ultrapar’s result through the “share of profit (loss) of subsidiaries, joint ventures and associates” line starting from July 2024. The information on Ipiranga, Ultragaz and Ultracargo is 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:
R$ million | Quarter | YTD |
3Q24 | 3Q23 | 2Q24 | 9M24 | 9M23 |
Net income | 698 | 891 | 491 | 1,645 | 1,404 |
(+) Income and social contribution taxes | 308 | 386 | 193 | 710 | 538 |
(+) Net financial (income) expenses | 108 | 301 | 206 | 597 | 829 |
(+) Depreciation and amortization | 275 | 279 | 322 | 874 | 828 |
EBITDA | 1,389 | 1,858 | 1,212 | 3,826 | 3,598 |
| | | | | |
Accounting adjustment | | | | | |
(+) Amortization of contractual assets with customers - exclusive rights | 148 | 143 | 122 | 403 | 446 |
(+) Amortization of fair value adjustments on associates acquisition | 0 | - | 2 | 2 | - |
Adjusted EBITDA | 1,537 | 2,001 | 1,336 | 4,231 | 4,044 |
Ipiranga¹ | 967 | 1,493 | 817 | 2,604 | 2,541 |
Ultragaz | 448 | 453 | 414 | 1,263 | 1,242 |
Ultracargo | 168 | 173 | 165 | 498 | 476 |
Holding, Hidrovias and other companies¹ | | | | | |
Holding | (52) | (54) | (53) | (145) | (156) |
Hidrovias | 9 | - | - | 9 | - |
Other companies | (4) | (4) | (8) | (14) | 1 |
Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | - | - | 16 | - |
Elimination of the sale of the Rondonópolis base | - | (59) | - | - | (59) |
|
|
|
|
|
|
Non-recurring items that affected EBITDA | | | | | |
(-) Results from disposal of assets (Ipiranga) | (31) | (68) | (36) | (104) | (155) |
(-) Earnout Stella (Ultragaz) | - | - | (17) | (17) | - |
(-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | - | - | (16) | - |
(+) Elimination of the sale of the Rondonópolis base | - | 59 | - | - | 59 |
Recurring Adjusted EBITDA | 1,506 | 1,992 | 1,282 | 4,093 | 3,948 |
Ipiranga¹ | 936 | 1,425 | 781 | 2,499 | 2,386 |
Ultragaz | 448 | 453 | 397 | 1,246 | 1,242 |
Ultracargo | 168 | 173 | 165 | 498 | 476 |
Holding, Hidrovias and other companies1 | | | | | |
Holding | (52) | (54) | (53) | (145) | (156) |
Hidrovias | 9 | - | - | 9 | - |
Other companies | (4) | (4) | (8) | (14) | 1 |
1 Balance prior to 2024 were restated between Ipiranga and other companies, reflecting the new organizational structure of KMV (formerly abastece aí).
3Q24 | |
R$ million
ULTRAPAR | Quarter | YTD |
3Q24 | 3Q23 | 2Q24 | 3Q24 x 3Q23 | 3Q24 x 2Q24 | 9M24 | 9M23 | 9M24 x 9M23 |
Net revenues | 35,358 | 32,484 | 32,344 | 9% | 9% | 98,098 | 92,628 | 6% |
Adjusted EBITDA | 1,537 | 2,001 | 1,336 | -23% | 15% | 4,231 | 4,044 | 5% |
Recurring Adjusted EBITDA¹ | 1,506 | 1,992 | 1,282 | -24% | 17% | 4,093 | 3,948 | 4% |
Depreciation and amortization² | 423 | 423 | 446 | 0% | -5% | 1,279 | 1,274 | 0% |
Financial result | (108) | (301) | (206) | -64% | -47% | (597) | (829) | -28% |
Net income | 698 | 891 | 491 | -22% | 42% | 1,645 | 1,404 | 17% |
Investments | 519 | 380 | 479 | 37% | 8% | 1,437 | 1,130 | 27% |
Cash flow from operating activities | 780 | 1,901 | 1,298 | -59% | -40% | 1,505 | 2,088 | -28% |
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$ 35,358 million (+9% vs 3Q23 and 2Q24), driven by higher revenues from Ipiranga and Ultragaz.
Recurring Adjusted EBITDA – Total of R$ 1,506 million (-24% vs 3Q23), due to lower EBITDA from Ipiranga. Compared to 2Q24, recurring Adjusted EBITDA increased by 17%, mainly due to better results from Ipiranga and Ultragaz.
Results from the Holding, Hidrovias and other companies – Ultrapar recorded a negative result of R$ 46 million from the Holding, Hidrovias and other companies, comprised of (i) R$ 52 million negative EBITDA from the Holding, (ii) R$ 9 million from Hidrovias and (iii) R$ 4 million negative EBITDA from other companies, mainly due to the worse performance of the Refinaria Riograndense.
Depreciation and amortization – Total of R$ 423 million, stable compared to 3Q23 and 5% lower compared to 2Q24, mainly due to lower depreciation and amortization expenses at Ultragaz.
Financial result – Ultrapar recorded a net financial expense of R$ 108 million in 3Q24, an improvement of R$ 192 million compared to 3Q23, mainly due to a lower CDI rate and the one-off positive mark-to-market result of R$ 54 million this quarter. Compared to 2Q24, when net financial expenses were R$ 206 million, the difference is mainly explained by the positive mark-to-market result in 3Q24, compared to the one-off negative result of R$ 16 million in 2Q24.
Net income – Total of R$ 698 million (-22% vs 3Q23), due to lower EBITDA, partially offset by lower net financial expenses. Compared to 2Q24, net income increased by 42%, due to higher EBITDA and lower net financial expenses.
Cash flow from operating activities – Operating cash generation of R$ 780 million in 3Q24, impacted by the reduction of R$ 240 million in draft discount in 3Q24. Compared to the generation of R$ 1,901 million in 3Q23, there was a reduction mainly due to lower EBITDA and higher investment in working capital.
3Q24 | |
IPIRANGA | Quarter | YTD |
3Q24 | 3Q23 | 2Q24 | 3Q24 x 3Q23 | 3Q24 x 2Q24 | 9M24 | 9M23 | 9M24 x 9M23 |
Total volume (‘000 m³) | 6,123 | 5,915 | 5,850 | 4% | 5% | 17,556 | 17,006 | 3% |
Diesel | 3,283 | 3,215 | 3,016 | 2% | 9% | 9,049 | 8,931 | 1% |
Otto cycle | 2,735 | 2,607 | 2,727 | 5% | 0% | 8,207 | 7,805 | 5% |
Others¹ | 105 | 93 | 107 | 13% | -1% | 300 | 270 | 11% |
Adjusted EBITDA (R$ million) | 967 | 1,493 | 817 | -35% | 18% | 2,604 | 2,541 | 2% |
Adjusted EBITDA margin (R$/m³) | 158 | 252 | 140 | -37% | 13% | 148 | 149 | -1% |
Non-recurring² | 31 | 68 | 36 | -54% | -14% | 104 | 155 | -33% |
Recurring Adjusted EBITDA (R$ million) | 936 | 1,425 | 781 | -34% | 20% | 2,499 | 2,386 | 5% |
Recurring Adjusted EBITDA margin (R$/m³) | 153 | 241 | 133 | -37% | 15% | 142 | 140 | 1% |
Recurring Adjusted LTM EBITDA (R$ million)³ | 3,660 | 2,686 | 4,148 | 36% | -12% | | | |
Recurring Adjusted LTM EBITDA margin (R$/m³) | 155 | 117 | 177 | 33% | -13% | | | |
1 Fuel oils, arla 32, kerosene, lubricants and greases 2 Non-recurring items described in the EBITDA calculation table – page 2 3 Apart from the non-recurring items described on page 2, the LTM EBITDA calculation does not consider (i) in 4Q22: results from disposal of assets of R$ 41 million, credits and provisions of R$ 82 million, extraordinary tax credits of R$ 638 million and (ii) in 4Q23: results from disposal of assets of R$ 14 million, credits and provisions of R$ 20 million, extraordinary tax credits of R$ 563 million |
Operational performance – Ipiranga’s sales volume grew by 4% compared to 3Q23, with a 5% increase in the Otto cycle, with a greater share of ethanol over gasoline in the product mix, and a 2% increase in diesel. Compared to 2Q24, the volume was 5% higher, mainly due to a 9% increase in diesel, a result of the typical seasonality between periods.
Net revenues – Total of R$ 32,115 million (+9% vs 3Q23 and 2Q24), mainly due to higher sales volume and the pass-through of fuel cost increases.
Cost of goods sold – Total of R$ 30,610 million (+11% vs 3Q23 and +9% vs 2Q24), mainly due to higher fuel costs and higher sales volume.
Sales, general and administrative expenses – Total of R$ 752 million (-4% vs 3Q23), due to lower contingency expenses, offset by higher provisions for doubtful accounts and personnel (collective bargaining agreement). Compared to 2Q24, general, administrative, and sales expenses decreased by 9%, reflecting lower personnel and depreciation expenses.
Other operating results – Total of negative R$ 124 million, an improvement of R$ 55 million compared to 3Q23, mainly due to lower expenses with carbon tax credits, and a reduction of R$ 14 million compared to 2Q24.
Result from disposal of assets – Total of R$ 31 million, resulting from the sale of 7 real estate assets, representing a 54% reduction compared to 3Q23 and 14% compared to 2Q24.
Recurring Adjusted EBITDA – Total of R$ 936 million, a 34% reduction compared to 3Q23, mainly due to lower margins (Ipiranga’s record result in 3Q23) and lower inventory gains in the period. Compared to 2Q24, the recurring Adjusted EBITDA increased by 20%, due to the reduction of sector irregularities, higher sales volume, and lower expenses.
Investments – R$ 239 million was invested in the quarter, directed towards the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure, in addition to investments for the development of the company’s technology platform. Out of the total investments, R$ 67 million refers to fixed assets and additions to intangible assets, R$ 149 million to contractual assets with customers (exclusivity rights), and R$ 22 million to installments from financing granted to customers and advance payments of rentals, net of releases.
3Q24 | |
ULTRAGAZ | Quarter | YTD |
3Q24 | 3Q23 | 2Q24 | 3Q24 x 3Q23 | 3Q24 x 2Q24 | 9M24 | 9M23 | 9M24 x 9M23 |
Total volume (kton) | 473 | 456 | 437 | 4% | 8% | 1,311 | 1,315 | 0% |
Bottled | 297 | 292 | 281 | 2% | 6% | 831 | 847 | -2% |
Bulk | 175 | 164 | 156 | 7% | 12% | 480 | 468 | 3% |
Adjusted EBITDA (R$ million) | 448 | 453 | 414 | -1% | 8% | 1,263 | 1,242 | 2% |
Adjusted EBITDA margin (R$/ton) | 948 | 992 | 948 | -4% | 0% | 963 | 945 | 2% |
Non-recurring¹ | - | - | 17 | n/a | n/a | 17 | - | n/a |
Recurring Adjusted EBITDA (R$ million) | 448 | 453 | 397 | -1% | 13% | 1,246 | 1,242 | 0% |
Recurring Adjusted EBITDA margin (R$/ton) | 948 | 992 | 909 | -4% | 4% | 950 | 945 | 1% |
Recurring Adjusted LTM EBITDA² (R$ million) | 1,652 | 1,607 | 1,656 | 3% | 0% | | | |
Recurring Adjusted LTM EBITDA margin² (R$/ton) | 953 | 920 | 964 | 3% | -1% | | | |
1 Non-recurring items described in the EBITDA calculation table – page 2 2 LTM EBITDA does not consider R$ 333 million of extraordinary tax credits in 4Q22 | |
Operational performance – The volume sold by Ultragaz’s in 3Q24 increased by 4% compared to 3Q23, as a result of a 7% increase in sales of bulk LPG, mainly due to higher sales to industries, as well as a 2% increase in sales of bottled LPG, driven by higher market demand. Compared to 2Q24, sales volume was 8% higher, reflecting higher sales to industries and the typical seasonality between periods.
Net revenues – Total of R$ 3,027 million (+12% vs 3Q23 and 2Q24), mainly due to higher sales volume and the pass-through of LPG cost increases.
Cost of goods sold – Total of R$ 2,422 million (+15% vs 3Q23), due to higher sales volume and higher expenses with freight, personnel and bottle requalification. Compared to 2Q24, the cost of goods sold increased by 12%, mainly due to higher sales volume and LPG cost increases during the period.
Sales, general and administrative expenses – Total of R$ 241 million (+1% vs 3Q23), reflecting higher personnel expenses (collective bargaining agreement), provisions for doubtful accounts, and freight (higher sales volume), offset by initiatives to increase operational efficiency and lower sales commission expenses. Compared to 2Q24, sales, general and administrative expenses increased by 6%, mainly due to higher expenses with freight (higher sales volume) and personnel.
Other operating results – Total of R$ 13 million, an improvement of R$ 6 million compared to 3Q23, due to the receipt of compensations and contractual fines. Compared to 2Q24, the other operating results line was worse by R$ 8 million, 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 in the 2Q24, offset by the aforementioned receipts.
Recurring Adjusted EBITDA – Total of R$ 448 million (-1% vs 3Q23). Compared to 2Q24, EBITDA increased by 13%, due to higher sales volume and a more normalized commercial environment in the bottled segment.
Investments – R$ 109 million was invested in the quarter, primarily directed towards equipment installed for new customers in the bulk segment, the acquisition and replacement of bottles, and expansion into new energy segments.
3Q24 | |
ULTRACARGO | Quarter | YTD |
3Q24 | 3Q23 | 2Q24 | 3Q24 x 3Q23 | 3Q24 x 2Q24 | 9M23 | 9M24 | 9M24 x 9M23 |
Installed capacity¹ (‘000 m³) | 1,067 | 1,059 | 1,067 | 1% | 0% | 1,067 | 990 | 8% |
m³ sold (‘000 m³) | 4,357 | 4,342 | 4,307 | 0% | 1% | 12,860 | 11,431 | 12% |
Adjusted EBITDA (R$ million) | 168 | 173 | 165 | -3% | 2% | 498 | 476 | 5% |
Adjusted EBITDA margin (%) | 63% | 65% | 63% | -2.1pp | 0.6pp | 63% | 63% | 0.1pp |
Adjusted LTM EBITDA (R$ million) | 653 | 606 | 658 | 8% | -1% | | | |
Adjusted LTM EBITDA margin (%) | 62% | 61% | 63% | 0.8pp | -0.5pp | | | |
1 Monthly average |
Operational performance – Ultracargo’s average installed capacity grew by 1% compared to 3Q23, due to the addition of the Rondonópolis base in 2023. The m³ sold remained stable compared to 3Q23, with the startup of operations in Rondonópolis and higher handling in Opla, Vila do Conde, and Suape being offset by lower spot handling in Santos, Itaqui e Aratu. Compared to 2Q24, m³ sold increased by 1%, due to higher handling in Itaqui and Suape, offset by lower handling in Aratu.
Net revenues – Total of R$ 266 million (+1% vs 3Q23), due to better tariffs, despite lower spot sales (which have higher rates). Compared to 2Q24, net revenues increased by 1%, due to higher m³ sold and higher spot sales.
Cost of services provided – Total of R$ 97 million (+15% vs 3Q23), due to higher handling in the new terminals. Compared to 2Q24, the cost of services provided increased by 1%, due to higher personnel costs.
Sales, general and administrative expenses – Total of R$ 45 million, stable compared to 3Q23. Compared to 2Q24, sales, general and administrative expenses increased by 1% due to higher personnel expenses.
Adjusted EBITDA – Total of R$ 168 million (-3% vs 3Q23), reflecting mainly lower spot sales . Compared to 2Q24, Adjusted EBITDA increased by 2%, due to a higher m³ sold.
Investments – Investments during the period totaled R$ 164 million, primarily directed towards construction or expansion projects at the Palmeirante, Opla, Itaqui, Santos and Rondonópolis terminals, in addition to investments aimed at increasing efficiency, maintenance, and operational safety at the terminals.
3Q24 | |
R$ million
ULTRAPAR - Indebtedness | Quarter |
3Q24 | 3Q23 | 2Q24 |
Cash and cash equivalents | 7,370 | 6,828 | 7,429 |
Gross debt | (13,848) | (12,378) | (13,703) |
Leases payable | (1,489) | (1,532) | (1,426) |
Net debt | (7,968) | (7,082) | (7,700) |
Net debt/Adjusted LTM EBITDA¹ | 1.3x | 1.4x | 1.2x |
Trade payables – reverse factoring (draft discount) | (1,291) | (1,175) | (1,531) |
Financial liabilities of customers (vendor) | (211) | (354) | (244) |
Receivables from divestments (Oxiteno and Extrafarma) | - | 932 | 220 |
Net debt + draft discount + vendor + receivables | (9,470) | (7,679) | (9,256) |
Average gross debt duration (years) | 3.3 | 3.9 | 3.3 |
Average cost of gross debt | 110% DI | 106% DI | 110% DI |
DI + 1.0% | DI + 0.8% | DI + 1.0% |
Average cash yield (% DI) | 97% | 99% | 99% |
1 LTM Adjusted EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits |
Ultrapar ended 3Q24 with a net debt of R$ 8.0 billion (1.3x Adjusted LTM EBITDA), compared to R$ 7.7 billion in June 2024 (1.2x Adjusted LTM EBITDA). The increase in net debt is mainly due to the reduction of R$ 240 million in draft discount balance and the payment of dividends in August 2024. The increase in financial leverage reflects the lower EBITDA and higher net debt.
Cash and maturity profile and breakdown of the gross debt (R$ million):
3Q24 | |
Updates on ESG themes
Ipiranga, Ultragaz, Ultracargo, and Hidrovias do Brasil received the Gold Seal from the GHG Protocol Program, which recognizes companies with emissions inventories verified by external assurance, highlighting their commitment to transparency and international quality standards.
In September, Ultrapar, Ipiranga and Iconic participated in ROG.e 2024 (Rio Oil and Gas), one of the largest global energy events, held in Rio de Janeiro with over 76 thousand participants. Panel discussions addressed topics such as the Brazilian energy matrix, public policies for energy transition, and challenges in the sector.
B3 Social and Instituto Ultra launched the Segunda Chamada (Second Call) campaign to support the rebuilding of schools in Canoas (state of Rio Grande do Sul). The initiative has already raised over R$ 2.2 million, benefiting around 15 thousand students.
In August, Ultrapar concluded the 3rd edition of the Social Acceleration Program, involving over 100 volunteers and supporting 16 NGOs in São Paulo, Campinas, Rio de Janeiro, and Duque de Caxias. Ultrapar volunteers supported selected NGOs by implementing initiatives that generate sustainable benefits for these organizations' management challenges.
Additionally, as part of Iconic's decarbonization initiatives, since August, the Duque de Caxias (state of Rio de Janeiro) unit has been operating with biomethane-powered boilers, reducing carbon emissions by 40% in the first month of operation compared to 2020. Iconic’s projected biomethane demand is 150 thousand m³ per month. The supply is provided by Ultragaz, reinforcing the commitment to sustainability within Ultrapar's businesses.
In September, Ultragaz supported the Gastromotiva Community Meeting in Rio de Janeiro, with over 300 participants. The event highlighted social gastronomy as a tool for income generation and professional training, along with the importance of LPG in combating food insecurity. Additionally, by joining Childhood Brazil's Programa na Mão Certa (In the Right Hand), Ultragaz became a reporting channel for cases of child and teenager abuse or sexual exploitation, reinforcing the entire LPG supply chain’s commitment to this cause. In September, Ultragaz and CBMM, a niobium technology developer, established a partnership to replace fossil fuels with BioLPG at CBMM's industrial complex, promoting sustainable development. Finally, in partnership with CDP, Ultragaz offered certified courses for buyers and suppliers in September, training them on climate-related topics and encouraging them to incorporate climate solutions into their operations.
Ultracargo, in partnership with Associação Cactus in Ipojuca (state of Pernambuco), has been promoting the development of public-school students through supplementary classes and academic competitions. As a result, disclosed in August 2024, the region’s 2023 Basic Education Development Index score increased by 13% compared to 2019. Additionally, in August, Ultracargo conducted the first robot-automated cleaning and inspection of a water tank at the Itaqui (state of Maranhão) terminal, ensuring water savings and increased safety of assets and employees. In September, Ultracargo joined the Instituto Combustível Legal (Legal Fuel Institute), being the first player of the logistics sector to join this movement. The Institute’s mission is to build an ethical and fair environment in the fuel sector, combating fraud and promoting healthy competition. Ipiranga has also been a part of the Institute since 2020.
In August, Hidrovias signed a Technical Cooperation Agreement with the Secretariat of Environment and Sustainability of Pará (SEMAS), the first agreement of this kind made between SEMAS and a private company. The agreement aims at sustainable development and community well-being, including monitoring of fishing activities, combating illegal fishing, promoting food security, and strengthening sustainable tourism. With this partnership, Hidrovias reinforces its commitment to environmental protection and the improvement of the quality of life for riverside communities.
3Q24 | |
Capital markets | Quarter |
3Q24 | 3Q23 | 2Q24 |
Final number of shares (‘000 shares) | 1,115,440 | 1,115,212 | 1,115,404 |
Market capitalization¹ (R$ million) | 23,658 | 20,910 | 24,093 |
B3 | | | |
Average daily trading volume (‘000 shares) | 5,393 | 4,879 | 4,297 |
Average daily financial volume (R$ thousand) | 122,972 | 91,984 | 106,068 |
Average share price (R$/share) | 22.8 | 18.85 | 24.68 |
NYSE | | | |
Quantity of ADRs² (‘000 ADRs) | 59,258 | 54,721 | 59,223 |
Average daily trading volume (‘000 ADRs) | 1,211 | 1,372 | 1,340 |
Average daily financial volume (US$ thousand) | 4,954 | 5,221 | 6,490 |
Average share (US$/ADRs) | 4.09 | 3.81 | 4.84 |
Total | | | |
Average daily trading volume (‘000 shares) | 6,604 | 6,251 | 5,637 |
Average daily financial volume (R$ thousand) | 150,482 | 117,552 | 139,743 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 common share
Ultrapar’s shares ended the quarter priced at R$ 21.21 on B3, a depreciation of 2% in the quarter, while the Ibovespa stock index appreciated by 6%. On the NYSE, Ultrapar’s shares depreciated by 1% while the Dow Jones index appreciated by 8% for the quarter. Ultrapar ended 3Q24 with a market cap of R$ 24 billion.
UGPA3 x Ibovespa performance
(Dec 28, 2023 = 100)
Source: Broadcast
3Q24 Conference call
Ultrapar will host a conference call with analysts and investors on November 14, 2024, to comment on the Company’s performance in the third quarter of 2024 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.
The conference call will be broadcast via webcast and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation into English
Time: 11h00 (BRT) / 09h00 (EST)
Access link via webcast
Participants from Brazil: click here
International participants: click here
3Q24 | |
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)