Foreign Filer Report • Feb 24, 2022
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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 February , 20 2 2
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue , 1343, 9 th 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 | |
|---|---|
| 1. | Parent’s Separate and Consolidated Financial Statements for the Year Ended December 31, 2021 and Report on Review of Financial Information |
| 2. | 4Q21 and 2021 Earnings Release |
| 3. | Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on February 23, 2022 |
| 4. | Notice to shareholders |
| 5. | Corporate Executive Compensation Policy |
Table of Contents
(Convenience Translation into English from the Original Previously Issued in Portuguese) Ultrapar Participações S.A . Parent’s Separate and Consolidated Financial Statements for the Year Ended December 3 1 , 202 1 and Independent Auditor’s Report in the Individual and Consolidated Financial Statements KPMG Auditores Independentes
Table of Contents
Ultrapar Participações S.A. and Subsidiaries
Parent ’s Separate and Consolidated
Financial Statements
For the Years Ended December 3 1 , 202 1 and 2020
| Table of Content | |
|---|---|
| Independent Auditor’s Report in the Individual and Consolidated Financial Statements | 1-4 |
| Statements of Financial Position | 5-6 |
| Statements of Profit or Loss | 7 |
| Statements of Comprehensive Income | 8 |
| Statements of Changes in Equity | 9-10 |
| Statements of Cash Flows – Indirect Method | 11-12 |
| Statements of Value Added | 13 |
| Notes to the Financial Statements | 14-149 |
| Annual Report of the Audit and Risk Committee | 150-152 |
Table of Contents
(Convenience Translation into English from the Original Previously Issued in Portuguese)
KPMG Auditores Independentes Ltda.
Rua Arquiteto Olavo Redig de Campos, 105, 6º andar - Torre A
04711-904 - São Paulo/SP - Brasil
Caixa Postal 79518 - CEP 04707-970 - São Paulo/SP - Brasil
Telefone +55 (11) 3940-1500
kpmg.com.br
Independent Auditor’s Report in the Individual and Consolidated Financial Statements
To the Shareholders of the
Ultrapar Participações S.A.
São Paulo - SP
Opinion
We have audited the individual and consolidated financial statements of Ultrapar Participações S.A. (“the Company”), respectively referred to as Parent and Consolidated, which comprise the statement of financial position as at December 31, 2021, the statements of income and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of the Ultrapar Participações S.A. as at December 31, 2021, and of its individual and consolidated financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements included in the Accountant Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matter
Key audit matter is those matter that, in our professional judgment, were of most significance in our audit of the current period. This matter was addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
1
Table of Contents
Realization of deferred tax assets
As of December 31, 2021, the individual and consolidated financial statements include deferred tax asset amounts equivalent to R$ 571,755, of which R$ 423,410 are related to temporary differences and R$ 148,345 thousand are related to tax losses, considered recoverable based on the generation of future taxable profits.
Estimates of future taxable income generation include the use of assumptions, judgments and estimates on cash flows, such as revenue growth rates, estimates of cost and expense growth, and contribution margin, which involve high degree of complexity and judgments that impact the expectation of realization of deferred tax assets in the coming years. Therefore, we consider this matter to be significant for our audit.
Our Response
Our audit procedures included, among others:
As a result of the evidence obtained through the audit procedures summarized above, we consider that the amount of deferred tax assets recorded and the respective disclosures are acceptable in the context of the individual and consolidated financial statements taken as a whole.
Other matters - Statements of value added
The individual and consolidated statements of value added (DVA) for the year ended December 31, 2021 prepared under the responsibility of the Company’s management , and presented herein as supplementary information for IFRS purposes, have been subject to audit procedures jointly performed with the audit of the Company's financial statements. In order to form our opinion , we assessed whether those statements are reconciled with the financial statements and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the Technical Pronouncement 09 ( CPC 09) - Statement of Value Added . In our opinion, the statements of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement and are consistent with the overall individual and consolidated financial statements.
Other information accompanying the individual and consolidated financial statements and the auditor's report
Management is responsible for the other information comprising the management report.
Our opinion on the individual and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
2
Table of Contents
Responsibilities of Management and Those Charged with Governance for the Individual and Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS ), issued by the International Accounting Standards Board (IASB) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and subsidiaries financial reporting process.
Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and international standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
3
Table of Contents
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matter. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, February 23 , 2022
KPMG Auditores Independentes Ltda.
CRC 2SP014428/O-6
Original report in Portuguese signed by
Márcio Serpejante Peppe
Accountant CRC 1SP233011/O-8
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Table of Contents
Ultrapar Participações S.A. and Subsidiaries
Statements of Financial Position
A s of December 31, 2021 and 2020
(In thousands of Brazilian Reais)
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 5.a | 21,533 | 948,649 | 2,280,074 | 2,661,494 |
| Financial investments and hedging instruments | 5.b | 142,065 | 88,100 | 1,804,122 | 5,033,258 |
| Trade receivables | 6.a | - | - | 3,375,246 | 3,318,927 |
| Reseller financing | 6.b | - | - | 582,562 | 549,129 |
| Inventories | 7 | - | - | 3,918,772 | 3,846,196 |
| Recoverable taxes | 8.a | 862 | 154 | 1,061,227 | 1,044,850 |
| Recoverable income and social contribution taxes | 8.b | 56,499 | 47,913 | 291,833 | 366,080 |
| Dividends receivable | 146,490 | 150,301 | 147 | 1,152 | |
| Other receivables | 105,513 | 58,300 | 56,205 | 56,955 | |
| Prepaid expenses | 11 | 7,548 | 3,684 | 98,024 | 132,122 |
| Contractual assets with customers – exclusive rights | 12 | - | - | 555,052 | 478,908 |
| 480,510 | 1,297,101 | 14,023,264 | 17,489,071 | ||
| Assets from subsidiaries held for sale | 3.c.1 | 2,681,730 | - | 11,000,917 | - |
| Total current assets | 3,162,240 | 1,297,101 | 25,024,181 | 17,489,071 | |
| Non-current assets | |||||
| Financial investments and hedging instruments | 5.b | - | - | 379,277 | 977,408 |
| Trade receivables | 6.a | - | - | 63,749 | 72,195 |
| Reseller financing | 6.b | - | - | 415,472 | 419,255 |
| Related parties | 9.a | 406,787 | 753,459 | 490 | 2,824 |
| Deferred income and social contribution taxes | 10.a | 72,402 | 64,993 | 571,755 | 974,711 |
| Recoverable taxes | 8.a | - | - | 1,046,798 | 1,474,808 |
| Recoverable income and social contribution taxes | 8.b | 23,483 | 39,446 | 155,358 | 261,205 |
| Escrow deposits | 23.a | 18 | 2 | 871,261 | 949,796 |
| Indemnification asset – business combination | 23.c | - | - | 120,991 | 204,439 |
| Other receivables | - | - | 29,748 | 20,238 | |
| Prepaid expenses | 11 | 1,748 | 3,888 | 71,368 | 70,507 |
| Contractual assets with customers – exclusive rights | 12 | - | - | 1,524,174 | 1,227,423 |
| 504,438 | 861,788 | 5,250,441 | 6,654,809 | ||
| Investments | |||||
| In subsidiaries | 13.a | 8,266,396 | 10,530,177 | - | - |
| In joint ventures | 13.a; 13.b | - | - | 71,389 | 139,100 |
| In associates | 13.c | - | - | 7,176 | 25,588 |
| Others | - | - | 28 | 2,793 | |
| 8,266,396 | 10,530,177 | 78,593 | 167,481 | ||
| Right-of-use assets | 14 | 35,304 | 35,062 | 1,651,295 | 2,150,286 |
| Property, plant, and equipment | 15 | 16,006 | 14,328 | 5,534,591 | 8,005,860 |
| Intangible assets | 16 | 252,585 | 254,242 | 1,471,256 | 1,782,655 |
| Total non-current assets | 9,074,729 | 11,695,597 | 13,986,176 | 18,761,091 | |
| Total assets | 12,236,969 | 12,992,698 | 39,010,357 | 36,250,162 |
The accompanying notes are an integral part of the financial statements .
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Table of Contents
Ultrapar Participações S.A. and Subsidiaries
Statements of Financial Position
A s of December 31, 2021 and 2020
(In thousands of Brazilian Reais)
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Liabilities | |||||
| Current liabilities | |||||
| Loans, financing and hedge derivative financial instruments | 17 | - | 1,038,499 | 618,327 | 2,306,036 |
| Debentures | 17.f | 39,333 | 9,996 | 2,247,724 | 949,908 |
| Trade payables | 18.a | 26,882 | 16,870 | 3,670,895 | 2,745,019 |
| Trade payables – reverse factoring | 18.b | - | - | 2,119,059 | 1,295,633 |
| Salaries and related charges | 19 | 55,477 | 42,400 | 330,103 | 468,630 |
| Taxes payable | 20 | 1,096 | 812 | 229,176 | 286,014 |
| Dividends payable | 26.h | 193,564 | 439,094 | 202,860 | 442,133 |
| Income and social contribution taxes payable | - | 4,264 | 196,348 | 169,317 | |
| Post-employment benefits | 21.b | 237 | - | 21,082 | 27,077 |
| Provision for asset retirement obligation | 22 | - | - | 4,632 | 4,267 |
| Provision for tax, civil, and labor risks | 23.a | - | - | 119,942 | 43,660 |
| Leases payable | 14 | 6,129 | 4,688 | 188,832 | 260,189 |
| Other payables | 8,612 | 10,157 | 144,204 | 224,676 | |
| Deferred revenue | 24 | - | - | 5,625 | 18,282 |
| 331,330 | 1,566,780 | 10,098,809 | 9,240,841 | ||
| Liabilities from subsidiaries held for sale | 3.c.1 | - | - | 2,541,421 | - |
| Total current liabilities | 331,330 | 1,566,780 | 12,640,230 | 9,240,841 | |
| Non-current liabilities | |||||
| Loans, financing and hedge derivative financial instruments | 17 | - | - | 8,672,547 | 8,526,064 |
| Debentures | 17.f | 1,724,866 | 1,724,117 | 4,839,045 | 5,594,208 |
| Related parties | 9.a | 4,674 | 5,272 | 3,534 | 3,711 |
| Deferred income and social contribution taxes | 10.a | - | - | 282 | 12,732 |
| Post-employment benefits | 21.b | 2,000 | 2,527 | 194,637 | 257,647 |
| Provision for asset retirement obligation | 22 | - | - | 52,079 | 49,168 |
| Provision for tax, civil, and labor risks | 23.a; 23.c | 250 | 280 | 812,243 | 854,385 |
| Leases payable | 14 | 32,893 | 33,246 | 1,159,479 | 1,573,099 |
| Subscription warrants – indemnification | 25 | 51,296 | 86,439 | 51,296 | 86,439 |
| Provision for liabilities of subsidiaries and joint ventures | 13.a; 13.b | 14,199 | 35,794 | - | 2,096 |
| Other payables | 8,540 | 4,497 | 115,745 | 139,507 | |
| Total non-current liabilities | 1,838,718 | 1,892,172 | 15,900,887 | 17,099,056 | |
| Equity | |||||
| Share capital | 26.a; 26.f | 5,171,752 | 5,171,752 | 5,171,752 | 5,171,752 |
| Equity instrument granted | 26.b | 34,043 | 22,404 | 34,043 | 22,404 |
| Capital reserve | 26.d | 596,481 | 594,049 | 596,481 | 594,049 |
| Treasury shares | 26.c | (488,425) | (489,068) | (488,425) | (489,068) |
| Revaluation reserve on subsidiaries | 26.e | 4,154 | 4,337 | 4,154 | 4,337 |
| Profit reserves | 26.f | 4,866,409 | 4,408,275 | 4,866,409 | 4,408,275 |
| Valuation adjustments | 26.g.1 | (422,138) | (464,990) | (422,138) | (464,990) |
| Cumulative translation adjustments | 26.g.2 | 304,645 | 231,596 | 304,645 | 231,596 |
| Additional dividends to the minimum mandatory dividends | 26.h | - | 55,391 | - | 55,391 |
| Equity attributable to: | |||||
| Shareholders of the Company | 10,066,921 | 9,533,746 | 10,066,921 | 9,533,746 | |
| Non-controlling interests in subsidiaries | - | - | 402,319 | 376,519 | |
| Total equity | 10,066,921 | 9,533,746 | 10,469,240 | 9,910,265 | |
| Total liabilities and equity | 12,236,969 | 12,992,698 | 39,010,357 | 36,250,162 |
The accompanying notes are an integral part of the financial statements .
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Table of Contents
Ultrapar Participações S.A. and Subsidiaries
Statements of Profit or Loss
For the years ended December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais, except earnings per thousand share)
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Continuing operations | Restated | Restated | |||
| Net revenue from sales and services | 27 | - | - | 109,732,842 | 74,058,056 |
| Cost of products and services sold | 28 | - | - | (104,827,966) | (70,056,447) |
| Gross profit | - | - | 4,904,876 | 4,001,609 | |
| Operating income (expenses) | |||||
| Selling and marketing | 28 | - | - | (1,934,789) | (1,595,871) |
| Reversion (loss) allowance for expected credit losses | - | - | 3,123 | (15,281) | |
| General and administrative | 28 | (24,927) | - | (1,466,551) | (993,986) |
| Gain (loss) on disposal of property, plant and equipment and intangibles | 29 | 124 | - | 184,189 | 85,455 |
| Other operating income | 30 | 1,900 | 2,186 | 445,836 | 321,385 |
| Other operating expenses | 30 | (207) | (431) | (349,670) | (257,351) |
| Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates | (23,110) | 1,755 | 1,787,014 | 1,545,960 | |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 13 | 828,972 | 669,933 | (17,634) | (44,031) |
| Operating income before finance income (expenses) and income and social contribution taxes | 805,862 | 671,688 | 1,769,380 | 1,501,929 | |
| Finance income | 31 | 68,314 | 43,022 | 460,154 | 357,666 |
| Finance expenses | 31 | (99,692) | (120,907) | (1,222,886) | (908,014) |
| Financial result, net | 31 | (31,378) | (77,885) | (762,732) | (550,348) |
| Profit before income and social contribution taxes | 774,484 | 593,803 | 1,006,648 | 951,581 | |
| Income and social contribution taxes | |||||
| Current | 10.b; 10.c | 3,022 | (4,299) | (430,280) | (538,761) |
| Deferred | 10.b | 7,693 | 23,246 | 242,246 | 234,244 |
| 10,715 | 18,947 | (188,034) | (304,517) | ||
| Profit from continuing operations | 785,199 | 612,750 | 818,614 | 647,064 | |
| Discontinued operations | |||||
| Profit (loss) from discontinued operations | 3.c.2 | 65,264 | 280,633 | 65,264 | 280,633 |
| Profit for the year | 850,463 | 893,383 | 883,878 | 927,697 | |
| Income attributable to: | |||||
| Shareholders of the Ultrapar | 850,463 | 893,383 | 850,463 | 893,383 | |
| Non-controlling interests in subsidiaries | - | - | 33,415 | 34,314 | |
| Earnings per share from continuing operations (based on weighted average number of shares outstanding) – R$ | |||||
| Basic | 32 | 0.7200 | 0.5625 | 0.7200 | 0.5625 |
| Diluted | 32 | 0.7158 | 0.5592 | 0.7158 | 0.5592 |
| Earnings per share from discontinued operations (based on weighted average number of shares outstanding) – R$ | |||||
| Basic | 32 | 0.0598 | 0.2576 | 0.0598 | 0.2576 |
| Diluted | 32 | 0.0595 | 0.2561 | 0.0595 | 0.2561 |
The accompanying notes are an integral part of the f inancial statements .
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Ultrapar Participações S.A. and Subsidiaries
Statements of Comprehensive Income
For the years e nded December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais)
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Net income for the year | 850,463 | 893,383 | 883,878 | 927,697 | |
| Items that are subsequently reclassified to profit or loss: | |||||
| Fair value adjustments of financial instruments, net of taxes | 26.g.1 | (147) | 126 | (147) | 126 |
| Fair value adjustments of financial instruments of subsidiaries, net of taxes | 13.a; 26.g.1 | 7,352 | (313,397) | 7,322 | (313,397) |
| Fair value adjustments of financial instruments of joint ventures, net of taxes | 13.a; 26.g.1 | 99 | 190 | 99 | 190 |
| Cumulative translation adjustments and hedge of net investments in foreign operations, net of taxes | 13.a; 26.g.2 | 73,049 | 129,169 | 73,049 | 129,169 |
| Items that are not subsequently reclassified to profit or loss: | |||||
| Actuarial gain of post-employment benefits, net of taxes | 26.g.1 | 552 | 156 | 552 | 156 |
| Actuarial gain (losses) of post-employment benefits of subsidiaries, net of taxes | 13.a; 26.g.1 | 29,273 | (6,623) | 40,335 | (17,918) |
| Actuarial gain of post-employment benefits of joint ventures, net of taxes | 13.a; 26.g.1 | 5,723 | 875 | 5,723 | 875 |
| Total comprehensive income for the year | 966,364 | 703,879 | 1,010,811 | 726,898 | |
| Total comprehensive income for the year attributable to shareholders of the Ultrapar | 966,364 | 703,879 | 966,364 | 703,879 | |
| Total comprehensive income for the year attributable to non-controlling interest in subsidiaries | - | - | 44,447 | 23,019 |
The accompanying notes are an integral part of the financial statements .
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Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Equity
For the years e nded December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais, except dividends per share)
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve on subsidiaries | Profit reserve — Legal reserve | Investments statutory reserve | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Additional dividends to the minimum mandatory dividends | Equity attributable to: — Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2020 | 5,171,752 | 22,404 | 594,049 | (489,068) | 4,337 | 750,010 | 3,658,265 | (464,990) | 231,596 | - | 55,391 | 9,533,746 | 376,519 | 9,910,265 | |
| Net income for the year | - | - | - | - | - | - | - | - | - | 850,463 | - | 850,463 | 33,415 | 883,878 | |
| Other comprehensive income: | |||||||||||||||
| Fair value adjustments of available for financial instruments, net of income taxes: | 13.a; 26.g.1 | - | - | - | - | - | - | - | 7,304 | - | - | - | 7,304 | (30) | 7,274 |
| Actuarial gain of post-employment benefits, net of income taxes | 13.a; 26.g.1 | - | - | - | - | - | - | - | 35,548 | - | - | - | 35,548 | 11,062 | 46,610 |
| Currency translation of foreign subsidiaries and the effect of net investments hedge, net of income taxes | 13.a; 26.g.2 | - | - | - | - | - | - | - | - | 73,049 | - | - | 73,049 | - | 73,049 |
| Total comprehensive income for the year | - | - | - | - | - | - | - | 42,852 | 73,049 | 850,463 | - | 966,364 | 44,447 | 1,010,811 | |
| Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 26.d | - | - | 1,819 | - | - | - | - | - | - | - | - | 1,819 | - | 1,819 |
| Equity instrument granted | 26.b | - | 8,008 | 613 | 643 | - | - | - | - | - | - | - | 9,264 | - | 9,264 |
| Equity instrument granted of subsidiaries | 13.a; 26.b | - | 3,631 | - | - | - | - | - | - | - | - | - | 3,631 | - | 3,631 |
| Realization of revaluation reserve of subsidiaries | 26.e | - | - | - | - | (183) | - | - | - | - | 183 | - | - | - | - |
| Prescribed dividends | - | - | - | - | - | - | - | - | - | 10,487 | - | 10,487 | 1,329 | 11,816 | |
| Gains due to the payments fixed dividends to preferred shares of subsidiaries | - | - | - | - | - | - | - | - | - | 971 | - | 971 | (971) | - | |
| Shareholder transaction – changes of investments | - | - | - | - | - | - | 11,641 | - | - | (11,641) | - | - | - | - | |
| Dividends attributable to non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | - | (19,005) | (19,005) | |
| Approval of additional dividends by the Shareholders’ Meeting | 26.h | - | - | - | - | - | - | - | - | - | - | (55,391) | (55,391) | - | (55,391) |
| Allocation of net income: | |||||||||||||||
| Legal reserve | 26.f; 26.h | - | - | - | - | - | 42,523 | - | - | - | (42,523) | - | - | - | - |
| Investments statutory reserve | 26.f; 26.h | - | - | - | - | - | - | 403,970 | - | - | (403,970) | - | - | - | - |
| Proposed dividends (R$ 0.17 per share) | 26.h | - | - | - | - | - | - | - | - | - | (185,896) | - | (185,896) | - | (185,896) |
| Intermediary dividends (R$ 0.20 per share) | 26.h | - | - | - | - | - | - | - | - | - | (218,074) | - | (218,074) | - | (218,074) |
| Balance as of December 31, 2021 | 5,171,752 | 34,043 | 596,481 | (488,425) | 4,154 | 792,533 | 4,073,876 | (422,138) | 304,645 | - | - | 10,066,921 | 402,319 | 10,469,240 |
The accompanying notes are an integral part of the financial statements .
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Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Equity
For the years e nded December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais, except dividends per share)
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve on subsidiaries | Profit reserve — Legal reserve | Investments statutory reserve | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Additional dividends to the minimum mandatory dividends | Equity attributable to: — Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 | 5,171,752 | 11,970 | 542,400 | (485,383) | 4,522 | 705,341 | 3,290,073 | (146,317) | 102,427 | - | 261,470 | 9,458,255 | 376,920 | 9,835,175 | |
| Net income for the year | - | - | - | - | - | - | - | - | - | 893,383 | - | 893,383 | 34,314 | 927,697 | |
| Other comprehensive income: | |||||||||||||||
| Fair value adjustments of available for financial instruments, net of income taxes | 13.a; 26.g.1 | - | - | - | - | - | - | - | (313,081) | - | - | - | (313,081) | - | (313,081) |
| Actuarial losses of post-employment benefits, net of income taxes | 13.a; 26.g.1 | - | - | - | - | - | - | - | (5,592) | - | - | - | (5,592) | (11,295) | (16,887) |
| Currency translation of foreign subsidiaries, including the effect of net investments hedge | 13.a; 26.g.2 | - | - | - | - | - | - | - | - | 129,169 | - | - | 129,169 | - | 129,169 |
| Total comprehensive income for the year | - | - | - | - | - | - | - | (318,673) | 129,169 | 893,383 | - | 703,879 | 23,019 | 726,898 | |
| Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 26.d | - | - | 54,763 | - | - | - | - | - | - | - | - | 54,763 | - | 54,763 |
| Stock plan | 9.c | - | - | (3,114) | (3,685) | - | - | - | - | - | - | - | (6,799) | - | (6,799) |
| Equity instrument granted | 26.b | - | 4,526 | - | - | - | - | - | - | - | - | - | 4,526 | - | 4,526 |
| Equity instrument granted of subsidiaries | 13.a; 26.b | - | 5,908 | - | - | - | - | - | - | - | - | - | 5,908 | - | 5,908 |
| Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 26.e | - | - | - | - | (185) | - | - | - | - | 185 | - | - | - | - |
| Transfer to statutory reserve | - | - | - | - | - | - | (774) | - | - | 774 | - | - | - | - | |
| Loss due to the payments fixed dividends to preferred shares | - | - | - | - | - | - | - | - | - | (1,001) | - | (1,001) | 1,001 | - | |
| Shareholder transaction – changes of investments | - | - | - | - | - | - | - | - | - | 42 | - | 42 | (42) | - | |
| Dividends attributable to non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | - | (24,379) | (24,379) | |
| Approval of additional dividends by the Shareholders’ Meeting | 26.h | - | - | - | - | - | - | - | - | - | - | (261,470) | (261,470) | - | (261,470) |
| Allocation of net income: | |||||||||||||||
| Legal reserve | 26.f; 26.h | - | - | - | - | - | 44,669 | - | - | - | (44,669) | - | - | - | - |
| Investments statutory reserve | 26.f; 26.h | - | - | - | - | - | - | 368,966 | - | - | (368,966) | - | - | - | - |
| Proposed dividends (R$ 0.44 per share) | 26.h | - | - | - | - | - | - | - | - | - | (479,748) | 55,391 | (424,357) | - | (424,357) |
| Balance as of December 31, 2020 | 5,171,752 | 22,404 | 594,049 | (489,068) | 4,337 | 750,010 | 3,658,265 | (464,990) | 231,596 | - | 55,391 | 9,533,746 | 376,519 | 9,910,265 |
The accompanying notes are an integral part of the financial statements .
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Ultrapar Participações S.A. and Subsidiaries
Statements of C ash F lows – Indirect M ethod
For the years e nded December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais)
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Restated | Restated | ||||
| Cash flows from operating activities | |||||
| Profit from continuing operations | 785,199 | 612,750 | 818,615 | 647,064 | |
| Adjustments to reconcile net income to cash provided by operating activities from continuing operations | |||||
| Share of loss (profit) of subsidiaries, joint ventures and associates | 13 | (828,972) | (669,933) | 17,634 | 44,031 |
| Amortization of contractual assets with customers – exclusive rights | 12 | - | - | 282,521 | 289,436 |
| Amortization of right-of-use assets | 14.a | 6,093 | 4,690 | 260,716 | 242,670 |
| Depreciation and amortization | 15; 16 | 11,936 | 2,775 | 653,118 | 595,531 |
| PIS and COFINS credits on depreciation | 15; 16 | - | - | 7,081 | 6,062 |
| Interest and foreign exchange rate variations | 26,985 | 99,209 | 1,133,882 | 533,926 | |
| Deferred income and social contribution taxes | 10.b | (7,693) | (23,246) | (242,246) | (234,244) |
| Current income and social contribution taxes | 10.b | (3,022) | 4,299 | 430,280 | 538,761 |
| Loss on disposal of property, plant, and equipment and intangibles | 29 | (124) | - | (184,189) | (85,455) |
| Reversion (loss) allowance for expected credit losses | 6 | - | - | (3,123) | 15,281 |
| Provision for losses in inventories | 7 | - | - | (826) | 1,338 |
| Provision for post-employment benefits | 21.b | (98) | (2,195) | (2,393) | (15,867) |
| Equity instrument granted | 9,264 | 4,526 | 9,364 | 8,793 | |
| Provision of decarbonization – CBIO | 30 | - | - | 161,281 | 124,287 |
| Provision for tax, civil, and labor risks | 23.a | (30) | (119) | 93,328 | 21,582 |
| Other provisions and adjustments | (1,759) | 895 | 2,331 | (1,912) | |
| (2,221) | 33,651 | 3,437,374 | 2,731,284 | ||
| (Increase) decrease in current assets | |||||
| Trade receivables and reseller financing | 6 | - | - | (968,787) | 481,984 |
| Inventories | 7 | - | - | (1,626,670) | 108,136 |
| Recoverable taxes | 8 | (10,538) | 1,648 | (672,607) | (115,316) |
| Dividends received from subsidiaries and joint ventures | 428,459 | 212,842 | 1,005 | 4,836 | |
| Other receivables | (47,215) | (51,979) | (24,360) | (18,922) | |
| Prepaid expenses | 11 | (3,864) | (3,612) | (61,573) | (70,503) |
| Increase (decrease) in current liabilities | |||||
| Trade payables | 18 | 10,011 | 14,697 | 2,425,821 | 798,180 |
| Salaries and related charges | 19 | 13,077 | 41,442 | 63,066 | 15,644 |
| Taxes payable | 20 | 285 | 423 | 11,733 | 22,925 |
| Post-employment benefits | 21.b | 237 | - | (2,814) | 1,273 |
| Other payables | (1,543) | 10,153 | (36,357) | (16,663) | |
| Deferred revenue | 24 | - | - | (10,614) | (9,814) |
| (Increase) decrease in non-current assets | |||||
| Trade receivables and reseller financing | 6 | - | - | 12,008 | (73,035) |
| Recoverable taxes | 8 | 15,964 | - | (153,526) | (667,894) |
| Escrow deposits | 23 | (16) | 15 | (43,324) | (26,492) |
| Other receivables | - | - | 73,903 | (27,738) | |
| Prepaid expenses | 11 | 2,139 | (3,633) | 35,962 | 6,683 |
| Increase (decrease) in non-current liabilities | |||||
| Post-employment benefits | 21.b | 6,130 | 4,958 | 11,907 | 8,700 |
| Provision for tax, civil, and labor risks | 23.a | - | - | (28) | (104) |
| Other payables | 4,043 | 7,240 | (17,193) | (34,721) | |
| Acquisition of CBIO | 16 | - | - | (176,837) | (125,345) |
| Payments of contractual assets with customers – exclusive rights | 12 | - | - | (420,261) | (356,045) |
| Payments of contingencies | 23.a | - | - | (24,351) | (39,256) |
| Income and social contribution taxes paid | - | - | (230,036) | (333,784) | |
| Net cash provided by operating activities from continuing operations | 414,948 | 267,845 | 1,603,441 | 2,264,013 | |
| Net cash provided by operating activities from discontinued operations | 269,299 | 86,907 | 982,519 | 874,106 | |
| Net cash provided by operating activities | 684,247 | 354,752 | 2,585,960 | 3,138,119 |
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Ultrapar Participações S.A. and Subsidiaries
Statements of Cash Flows – Indirect Method
For the years ended December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais)
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | ||
|---|---|---|---|---|---|
| Cash flows from investing activities | Restated | Restated | |||
| Financial investments, net of redemptions | 5.b | (24,285) | 7,729 | 1,863,053 | (869,748) |
| Acquisition of property, plant, and equipment | 15 | (11,760) | (13,539) | (1,028,419) | (750,618) |
| Acquisition of intangible assets | 16 | (197) | (9,111) | (237,488) | (154,534) |
| Revenue on disposal of investments | - | - | 159,657 | - | |
| Capital increase in subsidiary | 13.a | (115,456) | (97,956) | - | - |
| Capital increase in joint ventures | 13.b | - | - | (25,700) | (28,840) |
| Capital decrease in associates | 13.c | - | - | 1,500 | - |
| Initial direct costs of right-of-use assets | 14 | - | - | (14,905) | - |
| Related parties | 9.a | 346,672 | - | 2,334 | - |
| Proceeds from disposal of property, plant, and equipment and intangibles | 29 | - | - | 162,837 | 154,725 |
| Net cash provided by (used in) investing activities from continuing operations | 194,974 | (112,877) | 882,869 | (1,649,015) | |
| Net cash provided by (used in) investing activities from discontinued operations | - | - | (158,733) | (487,390) | |
| Net cash provided by (used in) investing activities | 194,974 | (112,877) | 724,136 | (2,136,405) | |
| Cash flows from financing activities | |||||
| Loans and debentures | |||||
| Proceeds | 17 | - | 994,996 | 1,383,611 | 3,387,161 |
| Repayments | 17 | (1,000,000) | - | (2,426,222) | (1,815,130) |
| Interest paid | 17 | (102,871) | (68,788) | (733,791) | (701,458) |
| Payments of lease | |||||
| Principal | 14 | (8,079) | (5,906) | (304,975) | (250,202) |
| Interest paid | 14 | (383) | (350) | (15,267) | (5,705) |
| Dividends paid | 26.h | (694,406) | (261,422) | (705,753) | (284,767) |
| Related parties | 9.a | (598) | 5,664 | (177) | (2,548) |
| Net cash provided by (used in) in financing activities from continuing operations | (1,806,337) | 664,194 | (2,802,574) | 327,351 | |
| Net cash provided by (used in) in financing activities from discontinued operations | - | - | (552,967) | (919,684) | |
| Net cash provided by (used in) in financing activities | (1,806,337) | 664,194 | (3,355,541) | (592,333) | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations | - | - | (4,547) | 21,912 | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations | - | - | 56,553 | 114,822 | |
| Increase (decrease) in cash and cash equivalents | (927,116) | 906,069 | 6,561 | 546,115 | |
| Cash and cash equivalents at the beginning of the year | 5.a | 948,649 | 42,580 | 2,661,494 | 2,115,379 |
| Cash and cash equivalents at the end of the year | 5.a | 21,533 | 948,649 | 2,668,055 | 2,661,494 |
| Cash and cash equivalents at the end of the year - continuing operations | - | - | 2,280,074 | - | |
| Cash and cash equivalents at the end of the year - discontinued operations | - | - | 387,981 | - | |
| Transactions without cash effect: | |||||
| Addition on right-of-use assets and leases payable | 14.a | 6,500 | 31,245 | 227,977 | 420,070 |
| Addition on contractual assets with customers – exclusive rights | 12 | - | - | 269,725 | 193,040 |
| Reversion fund – private pension | 11; 21.a | - | - | 2,656 | 33,843 |
| Issuance of shares related to the subscription warrants – indemnification – Extrafarma acquisition | 26.d | 1,819 | 54,763 | 1,819 | 54,763 |
The accompanying notes are an integral part of the financial statements .
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Ultrapar Paticipações S.A. and Subsidiaries
Statements of V alue A dded
For the years e nded December 3 1 , 202 1 and 20 20
(In thousands of Brazilian Reais, except percentages)
| Note | Parent — 12/31/2021 | % | 12/31/2020 | % | Consolidated — 12/31/2021 | % | 12/31/2020 | % | |
|---|---|---|---|---|---|---|---|---|---|
| Restated | Restated | ||||||||
| Revenue | |||||||||
| Gross revenue from sales and services, except rents and royalties | 27 | - | - | 114,582,170 | 79,360,896 | ||||
| Rebates, discounts, and returns | 27 | - | - | (1,351,464) | (1,812,144) | ||||
| Reversion loss allowance for expected credit losses | 6 | - | - | 3,123 | (15,281) | ||||
| Amortization of contractual assets with customers – exclusive rights | 12 | - | - | (282,521) | (289,436) | ||||
| Provision for loss on disposal of property, plant, and equipment and intangibles and other operating income, net | 29; 30 | 1,817 | 1,755 | 280,355 | 149,489 | ||||
| 1,817 | 1,755 | 113,231,663 | 77,393,524 | ||||||
| Materials purchased from third parties | |||||||||
| Raw materials used | - | - | (709,063) | (429,790) | |||||
| Cost of goods, products, and services sold | - | - | (104,452,894) | (69,384,748) | |||||
| Third-party materials, energy, services, and others | 172,986 | 171,058 | (2,303,642) | (1,915,894) | |||||
| Provision for losses of assets | - | 1 | 4,456 | 13,611 | |||||
| 172,986 | 171,059 | (107,461,143) | (71,716,821) | ||||||
| Gross value added | 174,803 | 172,814 | 5,770,520 | 5,676,703 | |||||
| Deductions | |||||||||
| Depreciation and amortization | 14.a; 15; 16 | (18,029) | (7,465) | (913,834) | (838,201) | ||||
| PIS and COFINS credits on depreciation | 15; 16 | - | - | (7,081) | (6,062) | ||||
| (18,029) | (7,465) | (920,915) | (844,263) | ||||||
| Net value added by the Company | 156,774 | 165,349 | 4,849,605 | 4,832,440 | |||||
| Value added received in transfer | |||||||||
| Share of profit (loss) of subsidiaries, joint ventures, and associates | 13 | 828,972 | 669,933 | (17,634) | (44,031) | ||||
| Rents and royalties | 27 | - | - | 105,329 | 105,459 | ||||
| Financial income | 31 | 68,314 | 43,022 | 460,154 | 357,666 | ||||
| 897,286 | 712,955 | 547,849 | 419,094 | ||||||
| Total value added available from continuing operation for distribution | 1,054,060 | 878,304 | 5,397,454 | 5,251,534 | |||||
| Total value added available from discontinued operation for distribution | 65,264 | 280,633 | 1,837,359 | 1,229,639 | |||||
| Total value added available | 1,119,324 | 1,158,937 | 7,234,813 | 6,481,173 | |||||
| Distribution of value added | |||||||||
| Labor and benefits | 152,159 | 14 | 134,453 | 12 | 1,363,388 | 19 | 1,202,755 | 19 | |
| Taxes, fees, and contributions | 15,571 | 1 | 1,374 | - | 2,318,422 | 33 | 2,679,943 | 41 | |
| Financial expenses and rents | 101,131 | 9 | 129,727 | 11 | 897,030 | 12 | 721,772 | 11 | |
| Dividends | 403,970 | 36 | 479,748 | 41 | 425,407 | 6 | 504,127 | 8 | |
| Retained earnings | 381,229 | 34 | 133,002 | 12 | 393,207 | 5 | 142,937 | 2 | |
| Value added distributed from continuing operation | 1,054,060 | 94 | 878,304 | 76 | 5,397,454 | 75 | 5,251,534 | 81 | |
| Value added distributed from discontinued operation | 65,264 | 6 | 280,633 | 24 | 1,837,359 | 25 | 1,229,639 | 19 | |
| Value added distributed | 1,119,324 | 100 | 1,158,937 | 100 | 7,234,813 | 100 | 6,481,173 | 100 |
The accompanying notes are an integral part of the financial statements .
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial, and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“ Ipiranga ”), storage services for liquid bulk (“Ultracargo”) and digital payments segment (“Abastece aí”). The information about segments are disclosed in Note 33 . The activities related to the production and marketing of chemical products (“Oxiteno”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”) are presented as discontinued operations (see Note 3).
a. Clarifications on the impacts of COVID-19
The World Health Organization (“WHO”) declared a coronavirus pandemic (COVID-19) on March 11, 2020. To contain a spread of the virus in Brazil, the Ministry of Health (“MH”) and the state and municipal governments announced several actions to reduce the agglomeration and movement of people, including the closing of commerce, parks and common areas. In this context, the Company created a Crisis Committee to keep up with it and monitor the main risks and adopt preventive and emergency measures to reduce the pandemic effects.
Since the beginning of the coronavirus pandemic, the Company and its subsidiaries acted in numerous initiatives to ensure the safety and security of its employees and the stability and continuity of its operations and partners, the financial solidity of the Company. All the activities of the companies controlled by the Company are classified as essential in the context of the measures adopted to face the pandemic.
The Company and its subsidiaries quickly adopted the work at home (expressed by home office) for the administrative public, with all the necessary support for the operational continuity . In addition to basic safety concerns with employees, companies implemented several initiatives aimed at welfare, such as virtual meetings, psychological support and concern for ergonomics, following the principle of valuing people.
The emergency measures and speed in answer to the first effects of the crisis, as well as initiatives to support the supply chain, were effective to keep the activities of the subsidiaries in operation, ensuring the delivery of essential services to the population and preserving the health and security of employees and partners .
R emains uncertain to what extent the financial information, after December 31, 2021, may be affected by the commercial, operational and financial impacts of the pandemic, because it will depend on its duration and the impacts on economic activities, as well as government, business in response to the crisis. In this context, some financial risk assessments, projections and impairment tests, in connection with the preparation of th ese financial statements , may be impacted by the pandemic, and may adversely affect the financial position of the Company and its subsidiaries.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
O perational impacts
The implemented measures of social isolation, restrictions on the movement of people and to the operation of certain businesses due to COVID-19 pandemic affected economic activity in Brazil in the last two years, however, with the advance of vaccination the negative impacts have been reduced in the last months. No significant effects were observed on the operations of the Company and its subsidiaries in the year of 2021.
Main risks and associated measures
Credit risk - The actions taken by the Company and its subsidiaries throughout 2020 and 2021 softened the impacts of the pandemic on the financial condition and its customers and, consequently, mitigated its potential effects on default rates, that are at lower level than in 2020. The effects of loss allowance for expected credit losses of year ended December 31, 202 1 are disclosed in Notes 6 and 34.d.
Risk of realization of deferred tax assets - the Company and its subsidiaries annually realize technical feasibility study of the constitution and realization of deferred tax credits, considering the current projections approved by the Board of Directors for each business segment and did not identify the need for write-offs for the year ended on December 31, 202 1 .
Risks in financial instruments - the increase in volatility in financial markets may impact financial results according to sensitivity analyzes presented in Note 34 .
Liquidity risk – The Company and its subsidiaries presented variances in their net debt position compatible with the results and the seasonality of their businesses.
The management of the Company and its subsidiaries continue maintain ing discipline in control of costs and expenses to preserve cash in all business and selectivity in the allocation of capital without compromising sustainable business growth .
b. Clarifications on the cyber incident
According communication sent to the market on January 12, 2021 and January 25, 2021, the Company suffered on January 11, 2021 a cyber incident of type ransomware in its information technology environment.
As a precautionary measure, the Company interrupted its systems, affecting for a short period of time the operations of its subsidiaries. Immediately, all security and control measures were adopted to remedy the situation and as of January 14, 2021 the operational systems of the Company and its subsidiaries began to be gradually restored, with caution and security, according with the priority and relevance of each affected process. Since January 25, 2021, as communicated to the market on that date, all the critical information systems of the Company and its subsidiaries are in full operation.
The Company had a specific insurance policy for cyber incidents, which has already been triggered , being that such claim is under regulation .
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
2 . Presentation of f inancial statements and s ummary of s ignificant a ccounting p olicies
The p arent ’s separate and consolidated financial statements (“financial statements ”) were prepared in accordance with the International Financial Reporting Standard s (“I FRS ”) issued by the International Accounting Standards Board (“IASB”) and the accounting policies adopted in Brazil .
The accounting policies adopted in Brazil include those in the Brazilian corporate law and in the Pronouncements, Orientations and Interpretations issued by the Accounting Pronouncements Committee (“ CPC ”), approved by the Brazilian Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”) .
All relevant specific information of the financial statements , and only this information, were presented and correspond to that used by the Company’s and its subsidiaries’ Management.
The presentation currency of the Company’s financial statements is the Brazilian Real , which is the Company’s functional currency.
The Company and its subsidiaries applied the accounting policies described below in a consistent manner for all years presented in these financial statements .
The Company classified the transactions related to the purchase and sale agreements of Oxiteno and Extraf arma as current assets held for sale and discontinued operations . T he comparative information of the income and cash flow statements for the year ended December 31, 2020 were restated for the purposes of applying IFRS 5 (CPC 31) as shown in Note 3.c.3.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
a. Recognition of revenue
Revenue of sales and services rendered is measured at the value of the consideration that the Company's subsidiaries expect to be entitled to, net of sales returns, discounts , amortization of contractual assets with customers and other deduction s , if applicable, being recognized as the entity fulfills its performance obligation and freight mode of delivery. At Ipiranga, the r evenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. At Ultragaz, r evenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. At Extrafarma, the r evenue from sales of pharmaceutical s is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. At Oxiteno, the r evenue from sales of chemical products is recognized when the products are delivered to industrial customers. At Ultracargo, t he revenue provided from storage services is recognized as services are performed . At Abastece aí, the revenue provided from storage services of digital payments is recognized as services are performed. The breakdown s of revenue s from sales and services are shown in N ote s 27 and 33 .
Amortization of contract ual assets with customers for the exclusive rights in Ipiranga ’ s reseller service stations and the bonus es paid in performance obligation sales are recognized in the income statement as a d eduction of the revenue from sale a ccord ing to the conditions established in the agreements whic h is reviewed as per the changes occurred in the agreements (see Notes 2.f and 12 ) .
The am/pm franchising upfront fee is recognized in profit or loss as the entity fulfills each performance obligation throughout the terms of the agreements with the franchisees. For more information, see Note 2 4 .a.
Deferred revenue from loyalty program is recognized in the income statement when the points are redeemed, on which occasion the costs incurred are also recognized in profit or loss. Deferred revenue of unredeemed points is also recognized in profit or loss when points expire. For more information, see Note 2 4 .b.
Costs of products sold and services provided include goods (mainly fuels , lubricants , LPG , and pharmaceutical products ), raw materials (chemicals and petrochemicals) and production, distribution, storage , and fulfillment costs.
Exchange variations and the results of derivative financ e instruments are presented net in the statement of profit and loss on financial expenses.
b. Cash and c ash e quivalents
Include s cash, banks deposits , and short-term up to 90 days of maturity , highly liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. F or more information on cash and cash equivalents of the Company and its subsidiaries , see Note 5 .a .
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c . Financial assets
T he Company and its subsidiaries evaluated the classification and measurement of financial assets based on its business model of financial assets as follows:
Amortized cost: financial assets held in order to collect contractual cash flows, solely principal and interest. The interest earned and the foreign currency exchange variation are recognized in profit or loss and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.
Measured at fair value through other comprehensive income: financial assets that are acquired or originated for the purpose of collecting contractual cash flows or selling financial assets . The balances are stated at fair value, and the interest earned , and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus the interest earned are recognized in equity in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. Substantially the financial investments in Bank Certificates of Deposit ( “ CDB ” ) and repurchase agreements are classified as measured at fair value through other comprehensive income.
Measured at fair value through profit or loss: financial assets that were not classified as amortized cost or measured at fair value through other comprehensive income. The b alances are stated at fair value and both the interest earned and the exchange variations and changes in fair value are r ecognized in the income statement. Investment funds and derivative s are classified as measured at fair value through profit or loss.
The Company and its subsidiaries use financial instruments for hedging purposes, applying the concepts described below:
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the statements of profit or loss . The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in the statements of profit or loss. Gains or losses on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income shall be recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost of non-financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the hedging relationship is canceled ; (ii) the hedging instrument expires or (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in equity in other comprehensive income are reclassified to the statements of profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in equity in other comprehensive income shall be recognized immediately in profit or loss.
Hedge accounting – hedge of net investments in foreign operation: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized the statements of profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in the statements of profit or loss when the disposal of the foreign subsidiary occur s .
For more information on financial instruments, see Note 34 .
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
d. Trade receivables and reseller financing
Trade receivables are recognized at the amount invoiced to the counterparty that the Company subsidiaries are entitled (see Notes 6 .a and 34 .d.3) . The loss allowance for expected credit losses consider the expect ed losses for the next 12 months take into account the deterioration or improvement of the customers’ credit quality , considering the customers’ characteristics in each business segment . The amount of the expected credit losses is deemed by management to be sufficient to cover any loss on realization of trade receivables.
Reseller financing is provided at subsidized rate for renovation and upgrading of service stations, purchase of products and development of the automotive fuels and lubricants distribution market (see Notes 6 .b and 34 .d.3). The terms of reseller financing range between 12 and 60 months, with an average term of 40 months. The minimum and maximum subsisted interest rates are 0% per month and 1% per month respectively. These financing are remeasured at a market rate for working capital loans and the remeasurement adjustment between the market rate and the rate subsidized is recognized as a reduction to the reseller’s revenue at the beginning of the contract. Throughout the contract, the interest appropriated by the market rate is recognized to the financial result.
e. Inventories
Inventories are stated at the lower of acquisition cost or net realizable value (see Note 7 ) . The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials , or supplies that (i) do not meet its subsidiaries’ specifications, (ii) have exceeded their expiration date , or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operation s team s .
f. Contractual assets with customers – exclusive rights
Exclusive rights disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as contractual assets when paid and amortized according to the conditions established in the agreements (see Note 2.a and 12 ).
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
g. A ssets and liabilities held for sale and discontinued operations
Non-current assets and related liabilities are classified as held for sale if it is highly probable that their book value will be recovered, primarily , through a sale transaction rather than continued use. The classification criteria are met only when the sale is highly probable, the asset or group of assets is held for immediate sale in its current condition and the sale is expected to occur within 12 months after classification as held for sale.
A line of business or subsidiary is classified a discontinued operation when the sale of a component of the company that represents an important separate line of business or when the operation meets the criteria to be classified as held for sale, if occurs before, being its results and cash flows presented separately based on the classification of the respective assets and liabilities as held for sale.
Assets and liabilities held for sale and discontinued operations are measured at the lower of the book value and fair value, net of selling expenses, and presented separately in the statements of financial position .
h . Investments
Investments in subsidiaries are accounted for under the equity method of accounting in the financial statements of the parent ’s separate company (see Notes 4 .b and 13 .a). A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%.
Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements (see Note 13 items b and c). An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement, which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.
Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
i . Right -of- use assets and lease s payable
The Company and its subsidiaries recognized in the financial position, a right -of- use assets and the respective lease liabilities initially measured at the present value of future lease payments, considering the related contract costs (see Note 14 ). The amortization expenses of right -of- use assets is recognized in statement of profit or loss over the lease contract term . When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”) , its amortization is capitalized until the asset under construction is completed . The liability is increased for interest and decreased by lease payments made . The interests are recognized in the statement of profit or loss using the effective interest rate method. The remeasurement of assets and liabilities based on the contractual index is recognized in the financial position, not having an effect in the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result , considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention in purchasing the underlying asset. The Company and its subsidiaries periodically review the existence of an indication that the righ t -of- use assets may be impaired (see N ote 2. v ).
Right -of- use assets include amo u nts related to area port leases grants (see Note 35 .c) .
The Company and its subsidiaries apply the recognition exemptions to short-term leases of 12 months or less and lease contracts of low amount assets. In these cases, the recognition of the lease expense in the statements of profit or loss is on a straight-line basis.
j . Property, plant, and equipment
PP&E is recognized at acquisition or construction cost, including capitalization of right-of-use assets amortization and financial charges incurred on PP&E under construction, as well as qualifying maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission , or to restore assets (see Note s 2. o and 22 ) , less accumulated depreciation and, when applicable, less provision for losses (see Note 15 ) .
Depreciation is calculated using the straight-line method, over the periods mentioned in Note 15 , taking into account the estimated useful li ves of the assets, which are reviewed annually.
Lease s hold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
k . Intangible a ssets
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, and are recognized according to the criteria below:
Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored for impairment testing purposes (see Note 16 .a).
Other intangible assets acquired from third parties, such as software s , technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, over the periods mentioned in Note 16 , taking into account their useful lives, which are reviewed annually.
The d ecarbonization c redits ( “ CBIOS ” ) acquired are recorded at historical cost in intangible assets , retired in the year to fulfillment the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle of the annual deca r bonization 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 Company and its subsidiaries have not recognized intangible assets that were generated internally. The Company and its subsidiaries have goodwill and brands acquired in business combination s , which are evaluated as intangible assets with indefinite useful life (see Note 16 items a and e ).
l . Other assets
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred, less the provisions for losses and, if applicable, adjusted to present value.
m . Financial l iabilities
The financial liabilities include trade payables, other payables, financing, loans, debentures , leases payable and derivative financial instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amorti z ed cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments , subscription warrants - indemnification , and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – F air V alue H edge). The financial liabilities at amorti z ed cost are stated at the initial transaction amount plus related charges and net of amortization and transaction costs. The charges are recognized in the statement of profit or loss using the effective interest rate method.
Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized in the statement of profit or loss taking into its term, using the effective interest rate method (see Note 17 . h ) .
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
n . Income and s ocial c ontribution t axes on i ncome
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates . For the calculation of current IRPJ , the value of tax incentives is also considered . At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries shareholders' equity and is excluded from the dividend calculation base and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements . The current rates in Brazil are 25% for IRPJ and 9% for CSLL . For more information about recognition and realization of IRPJ and CSLL see Note 10 .
For purposes of disclosure deferred tax assets were offset against the deferred tax liability IRPJ and CSLL , in the same taxable entity and the same tax authority.
o . Provision for a sset r et i rement o bligation – fuel tanks
The subsidiar y Ipiranga ha s the legal obligation to remove the underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in PP&E and depreciated over the respective useful li ves of the asset. The amounts recognized as a liability accrue inflation effect using the Amplified Consumer Price Index (“ IPCA ”) until the tank is removed (see Note 22 ). The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated cost s are recognized in statements of profit or loss when they become known .
p . Provisions for tax, civil, and labor risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 23 ).
q . Post-employment benefits
Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary and reviewed by management , using the projected unit credit method (see Note 21 .b). The actuarial gains and losses are recognized in equity in cumulative other comprehensive income in the “Valuation adjustments” .
r . Other l iabilities
Other liabilities are stated at known or measurable amounts and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value , based on interest rates that reflect the term, currency , and risk of each transaction.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
s . Foreign currency transactions
Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the date of the financial statements . The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.
t . Basis for t ranslation of f inancial statements of f oreign s ubsidiaries
t .1 Subsidiaries with administrative authority
Assets and liabilities of the foreign subsidiaries denominated in currencies other than Brazilian Real which have administrative authority are translated using the exchange rate at the date of the financial statements . Revenues and expenses are translated using the average exchange rate of each year and equity is translated at the historic al exchange rate of each transaction affecting equity. Gains and losses resulting from changes in these foreign investments are directly recognized in equity in the “ cumulative translation adjustments ” and will be recognized in profit or loss if and when these investments are disposed of. The balance in cumulative translation adjustments on December 3 1 , 20 2 1 was a gain of R$ 304, 645 (gain of R$ 231,596 on December 31, 20 20 ) and is related to the subsidiaries Oxiteno which on December 31, 2021 were classified as assets and liabilities held for sale. S ee Note s 3 and 26 . g .2 .
The foreign subsidiaries with functional currency different from the Company and which have administrative authority are listed below:
| Subsidiary | Functional currency | Location |
|---|---|---|
| Oxiteno México S.A. de C.V. | Mexican Peso | Mexico |
| Oxiteno Servicios Corporativos S.A. de C.V. | Mexican Peso | Mexico |
| Oxiteno Servicios Industriales S.A. de C.V. | Mexican Peso | Mexico |
| Oxiteno USA LLC | U.S. Dollar | United States |
| Oxiteno Uruguay S.A. (i) | U.S. Dollar | Uruguay |
(i) The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”) , as its inventory sales, purchases of raw material inputs , and financing activities are performed substantially in this currency.
t .2 Subsidiaries without administrative authority
Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority , are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements . Gains and losses resulting from changes in these foreign investments are directly recognized as financial result . T he gain recognized in income for the year ended December 3 1 , 2021 amounted to R$ 2,309 (gain of R$ 15,126 for the year ended December 3 1 , 2020 - restated ).
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
u . Use of estimates, assumptions and judgments
The preparation of the financial statements requires the use of estimates, assumptions , and judgments for the accounting and disclosure of certain assets, liabilities , and profit or loss . Therefore, the Company and subsidiaries’ management use the best information available at the date of preparation of the financial statements , as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically .
u .1 Judgments
Information on the judgments is included: in the determin ation of control in subsidiaries (Notes 2. h , 2. t .1, 4 and 13 .a), the determination of joint control in joint venture (Notes 2. h , 13 .a and 13 .b) , the determin ation of significant influence in associates (Notes 2. h and 13 .c) and determination of assets and liabilities held for sale and discontinued operations (Note 3) .
u .2 Uncertainties related to the assumptions and estimates
The information regarding uncertainties related to the assumptions and estimates are included: in determining the fair value of financial instruments (Notes 2.c, 2. m , 5 , 17 and 34 ), the determination of the loss allowance for expected credit losses (Note s 2.d, 6 and 34 .d.3 ), the determination of provisions for losses of inventories (Note s 2.e and 7 ), the estima tes of realization of deferred IRPJ and CSLL amounts (Note s 2. n and 10 .a ), the useful lives and discount rate of right -of- use assets (Notes 2. i and 14 ), the useful li ves of PP&E (Note s 2. j and 15 ), the useful li ves of intangible assets , and the determination of the recoverable amount of goodwill (Note s 2. k and 16 .a ), provisions for assets retirement obligations (Note s 2. o and 22 ), provisions for tax, civil , and labor risks (Note s 2. p and 23 ) , estimates for the preparation of actuarial reports (Note s 2. q and 21 .b) and the determination of fair value of subscription warrants – indemnification (Notes 25 and 34 .j ) . The actual result of the transactions and information may differ from their estimates.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
v . Impairment of assets
The Company and its subsidiaries review in every report ing period the existence of any indication that an asset may be impaired. To intangible assets with indefinite useful life the review is done annually. If there is an indication of devaluation the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets ( cash generating units , “ CGU ” ). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs , and taxes.
To assess the value in use, the projections of future cash flows, trends , and outlooks, as well as the effects of obsolescence, demand, competition , and other economic factors were considered . Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
On December 3 1 , 2021, the Company updated the calculation of the impairment of assets realized on June 30, 2021, for the subsidiary Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) in the amount of R$ 427,529 and deferred income and social contribution taxes effects of R$ 145,360 , resulting in a net loss of R$ 282,169 . S ee Note 3. a .
w . Business c ombination
A business combination is accounted applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination , the assets acquired , and liabilities assumed are measured in order to classify and allocate them accordingly to the contractual terms, economic circumstances and relevant conditions on the acquisition date. The non-controlling interest in the acquired company is measured based on its interest in net assets identified in the acquired company. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segment s . When the c ost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the statement of profit or loss . Costs related to the acquisitions are recorded in the statement of profit or loss when incurred. For the year ended on December 3 1 , 20 21 there was not business combination.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
x . Statements of value added
The statements of value added (“DVA”) are presented as an integral part of the financial statements as applicable to publicly traded companies in Brazil, according to Law 11,638/07 and as supplemental information for the IFRS, which do es not require the presentation of DVA.
y . Statements of cash flows indirect method
The Company and its subsidiaries present the interest paid on loans , financing, debentures , and leases payable in financing activities and present financial investments , net of redemptions , in the invest ing activities .
z . Adoption of the pronouncements issued by CPC and IASB
There are not standards, amendments and interpretations to IFRS issued by the IASB which are effective and could have impact in th ese financial statements to December 3 1 , 2021 that have not been adopted by the Company.
In order to be prepared for the transition of the IBORs , the Company is monitoring the pronouncements of the authorities, as well as the measures that have been adopted, aiming at the adaptation of the financial instruments to the new benchmarks. On June 2017, the Company, through the subsidiary IPP, contracted a financing with maturity date on June 2022, with the current notional amount of USD 50 million linked to LIBOR, with quarterly interest flows and principal amortization at the end of the operatio n . At the time of debt raising , a swap transaction with a notional value and cash flow identical to that of raising was closed with the same financial institution, through which the IPP became active in LIBOR, at an interest rate equivalent to the debt and liabilit y rate in floating rate R eais (see N otes 17 c.1, 17.d and 34.g), these being the only operations linked to LIBOR. In view of the short-term maturity as well as the debt , the swap and the fact that both have the same cash flow and financial institution, the Company understands that there are not currently impacts from the LIBOR change on its operations.
aa . Authorization for issuance of the financial statements
These financial statements w ere authorized for issu anc e by the Board of D irectors on February 2 3 , 202 2 .
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The divestments of Oxiteno and Extrafarma are aligned with Ultrapar’s portfolio review. With a more complementary and synergistic businesses , Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In the context, the Company announced the contracts signings described below and, as of December 31, 2021, considering the evolution and progress of the sales processes , classified these transactions as assets and liabilities held for sale and discontinued operations.
a. Extrafarma share sale and purchase agreement and other agreements
On May 18, 2021 the Company announced the signing of a share purchase agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”) . The total sale price is R$ 700 million, subject to adjustments due mainly to changes in working capital and Extrafarma's net debt position on the closing date of the transaction.
The payment of the transaction will be in three installments: 50% on the closing date and 25% on each the first and the second anniversary of the closing date , monetarily updated by the CDI rate + 0.5% p.a., with a guarantee will be provided by a shareholder of the Pague Menos for the last two installments. The completion of this transaction is subject to usual conditions precedent in such deals, including approval by the Brazilian antitrust authority and by the general shareholders’ meeting of Pague Menos, pursuant to the terms of article 256 of the Brazilian Corporate Law, which was already held by the purchasing company. Furthermore, preemptive rights were granted to Company's shareholders who wished to acquire Extrafarma's shares, proportionally to their respective participation in the Company's share capital and for the same price per share to be paid by Pague Menos, pursuant to article 253 of the Brazilian Corporate Law. The shareholders of the Company that exercised such right will become direct shareholders of Extrafarma after closing of the transaction. The company realized a general shareholders’ meeting on June 25, 2021 in which was formalized the offering of the aforementioned preemptive rights, detailing the procedures for its exercise, as applicable. The exercise period ended on July 29, 2021 and the total exercised was less than 1% of the Company's capital.
On February 11, 2022, the Administrative Council for Economic Defense ("CADE") issued an order declaring the Concentration Act no. 08700.005053/2021-74 regarding the acquisition of Extrafarma by Pague Menos. This declaration of complexity is a regular phase within the ordinary rite for concentration acts whose analysis by CADE needs further investigation . The companies continue to work with CADE in a transparent manner to provide all necessary clarifications.
Extrafarma and Pague Menos will maintain their regular course of business, on an independent manner, until the closing date of the transaction.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
On December 3 1 , 2021, the Company realized the calculation of impairment test of assets taking into account the amount of transaction and recognized a reduction in the amount of the subsidiary's assets in the amount of R$ 282 , 169 , net of the effects of deferred income and social contribution taxes, as allocated below:
| Amount | |
|---|---|
| Goodwill | 68,273 |
| Residual surplus value of fixed assets | 160 |
| Intangibles assets arising from business combination | 76, 136 |
| Property, plant, and equipment | 6 0,548 |
| Right-of-use assets | 38,957 |
| Taxes to recover | 1 83,455 |
| Impairment | 427,529 |
| Deferred income and social contribution taxes | ( 145,360 ) |
| Net impairment | 282,169 |
b. Oxiteno S.A. share purchase and sale agreement
On August 16, 2021, the Company announced the sign ing of a share purchase agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“ Oxiteno S.A. ”) to Indorama Ventures PLC (“Indorama”) . The total sale price was US$ 1,300 million, of which US$ 1,150 million will be paid at closing of the transaction, subject to customary adjustments, such as changes in working capital and net debt position, and US$ 150 million will be paid in the second anniversary after closing. Oxiteno S.A. is controlled by the Company, which holds a 100% interest in the Company.
The Company's shareholders were offered, under the terms and for the purposes of article 253, items I and II, of the Brazilian Corporation Law, a period of 30 days to exercise the preemptive right to subscribe to new shares issued by Oxiteno and to acquire of shares sold by Ultrapar. No shareholder exercised said right.
Oxiteno S.A. will maintain its regular and independent course of business until the closing of the transaction. The transaction is subject to prior approval by the competition authorities of Brazil, the United States, Mexico and Colombia, in addition to the fulfillment of other conditions precedent to the business, as set out in the sales agreement . On September 28, 2021, the transaction was approved by the Superintendencia de Industria y Comercio of Colombia, on October 15, 2021, by the Federal Trade Commission – USA ("FTC") and on January 13, 2022 by the Comisión Federal de Competencia Económica do México (“COFECE”) , without restrictions. Approval in Brazil by the Administrative Council for Economic Defense (“CADE”) remain s pending.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Disclosure of the impacts of IFRS 5 (CPC 31) – Assets and liabilities held for sale and d iscontinued operations
The tables of assets and liabilities held for sale and discontinued operation are detailed below and include the financial position and profit or loss incurred throughout 2021 and 2020, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, investments in associate s that are not part of the sales transaction , among others.
c.1 The main classes of assets and liabilities classified as held for sale on December 31, 2021 are shown below:
| Assets | Oxiteno | Extrafarma | Elimin ations | Total |
|---|---|---|---|---|
| Current assets | ||||
| Cash and cash equivalents | 334 , 882 | 53 , 099 | ‐ | 387 , 981 |
| Financial investments and hedging instruments | 1 , 346 , 552 | ‐ | ‐ | 1 , 346 , 552 |
| Trade receivables | 993 , 960 | 35 , 743 | ‐ | 1 , 029 , 703 |
| Inventories | 1 , 671 , 662 | 578 , 206 | ‐ | 2 , 249 , 868 |
| Recoverable taxes | 634 , 718 | 62 , 053 | ‐ | 696 , 771 |
| Other assets | 51 , 829 | 2 6 , 145 | (5 , 035) | 72 , 939 |
| Total current assets | 5 , 033 , 603 | 755 , 246 | (5 , 035) | 5 , 783 , 814 |
| Non-current assets | ||||
| Financial investments and hedging instruments | 492 , 430 | ‐ | ‐ | 492 , 430 |
| Related parties | ‐ | 1 , 674 | (1 , 674) | ‐ |
| Deferred income and social contribution taxes | 541 , 756 | 200 , 194 | ‐ | 741 , 950 |
| Recoverable taxes | 393 , 723 | 17 , 938 | ‐ | 411 , 661 |
| Other assets | 10 , 538 | 4 , 136 | ‐ | 14 , 674 |
| 1 , 438 , 447 | 223 , 942 | (1 , 674) | 1 , 660 , 715 | |
| Investments | 36 , 207 | 5 , 000 | (22 , 047) | 19 , 160 |
| Right-of-use assets, net | 31 , 871 | 318 , 183 | ‐ | 350 , 054 |
| Property, plant, and equipment | 2 , 787 , 241 | 154 , 663 | ‐ | 2 , 941 , 904 |
| Intangible assets | 160 , 141 | 85 , 129 | ‐ | 245 , 270 |
| Total non-current assets | 4 , 453 , 907 | 786 , 917 | (23 , 721) | 5 , 217 , 103 |
| Total assets held for sale | 9 , 487 , 510 | 1 , 542 , 163 | (28 , 756) | 11 , 000 , 917 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Liabilities | Oxiteno | Extrafarma | Elim inations | Total |
|---|---|---|---|---|
| Current liabilities | ||||
| Loans, financing and hedge derivative financial instruments | 302 , 154 | ‐ | (62 , 841) | 239 , 313 |
| Trade payables | 493,800 | 225 , 487 | (1 , 949) | 7 17,338 |
| Trade payables – reverse factoring | 725,246 | - | - | 725,246 |
| Salaries and related charges | 176,941 | 45,843 | - | 222,784 |
| Taxes payables | 53,988 | 15,696 | - | 69,684 |
| Income and social contribution taxes payable | 12 , 415 | ‐ | ‐ | 12 , 415 |
| Post-employment benefits | 3 , 311 | - | - | 3 , 311 |
| Provision for tax, civil, and labor risks | 2 , 946 | 520 | - | 3 , 466 |
| Leases payable | 11 , 702 | 64 , 312 | - | 76 , 014 |
| Other liabilities | 68,721 | 13,249 | (13 , 264) | 68,706 |
| Total current liabilities | 1 , 851 , 224 | 365 , 107 | (78 , 054) | 2 , 138 , 277 |
| Non-current liabilities | ||||
| Loans, financing and hedge derivative financial instruments | 5 , 728 , 028 | ‐ | (5 , 725 , 594) | 2 , 434 |
| Related parties | 2 , 875 | ‐ | (2 , 875) | ‐ |
| Deferred income and social contribution taxes | 12 , 964 | ‐ | ‐ | 12 , 964 |
| Post-employment benefits | 6 , 806 | 287 | - | 7 , 093 |
| Provision for tax, civil, and labor risks | 33 , 149 | 2 , 370 | - | 35 , 519 |
| Leases payable | 22 , 786 | 314 , 915 | - | 337 , 701 |
| Other liabilities | 5 , 341 | 2 , 092 | - | 7 , 433 |
| Total non-current liabilities | 5 , 811 , 949 | 319 , 664 | ( 5,728,469 ) | 403 , 144 |
| Total equity | 1 , 824 , 337 | 857 , 392 | (2,681,729) | - |
| Total liabilities held for sale and equity | 9 , 487 , 510 | 1 , 542 , 163 | ( 8,488,252 ) | 2,541,421 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c.2 The results for the year and cash flows from discontinued operations as of December 31, 2021 are shown below:
| Oxiteno | Extrafarma | Elimina tions | Total | |
|---|---|---|---|---|
| Net revenue from sales and services | 7 , 102 , 771 | 1 , 986 , 932 | (23 , 908) | 9 , 065 , 795 |
| Cost of products and services sold | (5 , 540 , 773) | (1 , 384 , 316) | 23 , 908 | (6 , 901 , 181) |
| Gross profit | 1 , 561 , 998 | 602 , 616 | ‐ | 2 , 164 , 614 |
| Operating income (expenses) | ||||
| Selling marketing and administrative | (978 , 2 2 1) | (685 , 794) | ‐ | (1 , 664 , 0 1 5) |
| Impairment | ‐ | (427 , 529) | ‐ | (427 , 529) |
| Other operating income, net | 2 6 , 9 2 4 | (1 , 109) | ‐ | 25 , 8 1 5 |
| Operating income (loss) before finance income (expenses) and share of profit of associates | 610 , 701 | (511 , 816) | ‐ | 98 , 885 |
| Share of profit of associates | 48 | ‐ | - | 48 |
| Operating income (loss) before finance income (expenses) and income and social contribution taxes | 610 , 7 49 | (511 , 816) | - | 98 , 933 |
| Financial result, net | (431 , 441) | (45 , 265) | 329 , 736 | (146 , 970) |
| Profit (loss) before income and social contribution taxes | 179 , 308 | (557 , 081) | 329 , 7 36 | (48 , 037) |
| Income and social contribution taxes | 69 , 995 | 155 , 416 | (112 , 110) | 113 , 301 |
| Profit (loss) for the year | 249 , 303 | (401 , 665) | 217 , 6 26 | 65 , 264 |
| Deprecia tion and amortiza tion for the year (i) | 308 , 564 | 154 , 850 | - | 463 , 414 |
(i) Balances included for complete breakdown of segment information.
| Oxiteno | Extrafarma | Elimina tions | Total | |
|---|---|---|---|---|
| Net cash provided by (used in) operating activities | 1 , 016 , 580 | (33 , 273) | (788) | 982 , 519 |
| Net cash used in investing activities | (122 , 363) | (35 , 072) | (1,298 ) | (158,733 ) |
| Net cash provided by (used in) investing activities | (1 , 054 , 930) | 35 , 286 | 466 , 677 | (552 , 967) |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | 56 , 553 | ‐ | ‐ | 56 , 553 |
| (Decrease) increase in cash and cash equivalents | (104 , 160) | (33 , 059) | 464,591 | 327,372 |
c.2.1 In the parent company, the s hare of profit (loss) of investees Oxiteno and Extrafarma , net of related parties, were reclassified as discontinued operations in the total amount of R$ 65,264 in the statement of profit or loss for the year 2021 , as per Note s 3.c.2 and 13.a.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. 3 The results for the year and cash flows from discontinued operations as of December 31, 202 0 are shown below:
| 12/ 31/ 202 0 — Di sclosed | Discontinued operations — Oxiteno | Extrafarma | Elimina tions | Total | 12/ 31/ 2020 — R estated | |
|---|---|---|---|---|---|---|
| Net revenue from sales and services | 81 , 241 , 102 | 5 , 210 , 704 | 1 , 988 , 411 | (16 , 069) | 7 , 183 , 046 | 74 , 058 , 056 |
| Cost of products and services sold | (75 , 628 , 214) | (4 , 188 , 711) | (1 , 399 , 125) | 16 , 069 | (5 , 571 , 767) | (70 , 056 , 447) |
| Gross profit | 5 , 612 , 888 | 1 , 021 , 993 | 589 , 286 | ‐ | 1 , 611 , 279 | 4 , 001 , 609 |
| Operating income (expenses) | ||||||
| Selling marketing and administrative | (4 , 098 , 377 ) | (831 , 056) | (662 , 182) | - | (1 , 493 , 238) | (2 , 605 , 139) |
| Other operating income, net | 297 , 544 | 153 , 457 | (5 , 403) | - | 148 , 054 | 149 , 490 |
| Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates | 1 , 812 , 055 | 344 , 394 | (78 , 299) | ‐ | 266 , 095 | 1 , 545 , 960 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (43 , 617) | 414 | ‐ | - | 414 | (44 , 031) |
| Operating income (loss) before finance income (expenses) and income and social contribution taxes | 1 , 768 , 438 | 344 , 80 8 | (78 , 299) | - | 266 , 509 | 1 , 501 , 929 |
| Financial result, net | (269 , 374) | 1 , 482 | (38 , 938) | 318 , 430 | 280 , 974 | (550 , 348) |
| Profit (loss) before income and social contribution taxes | 1 , 499 , 064 | 346 , 2 90 | (117 , 237) | 318 , 4 30 | 547 , 483 | 951 , 581 |
| Income and social contribution taxes | (571 , 367) | (118 , 13 2 ) | (40 , 453) | (108 , 26 5 ) | (266 , 850) | (304 , 517) |
| Net income from continuing operations | - | - | - | - | - | 647 , 064 |
| Net income from discontinued operations | - | - | - | - | 280 , 633 | 280 , 633 |
| Profit (loss) for the year | 927 , 697 | 228 , 1 58 | (157 , 690) | 210 , 16 5 | 280 , 633 | 927 , 697 |
| Deprecia tion and amortiza tion for the year (i) | 1 ,556 ,599 | 275 , 063 | 153,899 | - | 428 , 962 | 1,127,637 |
(i) Balances included for complete breakdown of segment information.
| 12/31/ 2020 — Di sclosed (A) | Discontinued operations — Oxiteno | Extrafarma | Elimina tions | Total (B) | Restated (A-B) | |
|---|---|---|---|---|---|---|
| Net cash provided by (used in) operating activities | 3 , 138 , 119 | 765,090 | 111 , 396 | (2 , 380) | 874,106 | 2 ,2 64,013 |
| Net cash used in investing activities | (2 , 136 , 405) | (159 , 349) | (6 , 484) | (321 , 557) | (487,390) | (1 , 649 , 015) |
| Net cash (used in) provided by investing activities | (592 , 333) | (1 , 236 , 490) | 11 , 272 | 305 , 534 | (919,684) | 327 , 351 |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | 136 , 734 | 114 , 822 | ‐ | ‐ | 114,822 | 21 , 912 |
| Increase (decrease) in cash and cash equivalents | 546 , 115 | (515,927) | 116 , 184 | (18 , 403) | (418,146) | 964,261 |
c.3.1 In the parent company, the s hare of profit (loss) of investees Oxiteno and Extrafarma , net of related parties, were restated as discontinued operations in the total amount of R$ 280 , 633 in the statement of profit or loss for the year 202 0 , as per Note s 3.c. 3 and 13.a.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
4 . Principles of c onsolidation and i nvestments in s ubsidiaries
a. Principles of c onsolidation
In the preparation of the consolidated financial statements the i nvestments 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 p arent company obtains direct or indirect control over a C ompany and ceases when the p arent company loses control of a company. Income and expenses of a subsidiary acquired are included in the consolidated statement of profit or loss and comprehe nsive income from the date the p arent company gains the control. Income and expenses of a subsidiary , in which the p arent company loses control, are included in the consolidated statement of profit or loss and comprehen sive income until the date the p arent company loses control.
When necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Investments in s ubsidiaries
The consolidated financial statements include the following direct and indirect subsidiaries:
| % interest in the share | ||||||
|---|---|---|---|---|---|---|
| 12/31/2021 | 12/31/2020 | |||||
| Control | Control | |||||
| Location | Segment | Direct | Indirect | Direct | Indirect | |
| Ipiranga Produtos de Petróleo S.A. | Brazil | Ipiranga | 100 | - | 100 | - |
| am/pm Comestíveis Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Icorban – Correspondente Bancário Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading Limited | British Virgin Islands | Ipiranga | - | 100 | - | 100 |
| Tropical Transportes Ipiranga Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Imobiliária Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Logística Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Oil Trading Importadora e Exportadora Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Iconic Lubrificantes S.A. | Brazil | Ipiranga | - | 56 | - | 56 |
| Integra Frotas Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Companhia Ultragaz S.A. | Brazil | Ultragaz | - | 99 | - | 99 |
| Ultragaz Comercial Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| Nova Paraná Distribuidora de Gás Ltda. (1) | Brazil | Ultragaz | - | 100 | - | 100 |
| Utingás Armazenadora S.A. (2) | Brazil | Ultragaz | - | 57 | - | 57 |
| Bahiana Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| LPG International Inc. | Cayman Islands | Ultragaz | - | 100 | - | 100 |
| Imaven Imóveis Ltda. | Brazil | Others | - | 100 | - | 100 |
| Imifarma Produtos Farmacêuticos e Cosméticos S.A. (3) | Brazil | Extrafarma | - | 100 | - | 100 |
| UVC Investimentos Ltda. (4) | Brazil | Others | - | 99 | - | 99 |
| Centro de Conveniências Millennium Ltda. and subsidiaries (5) | Brazil | Ipiranga | 100 | - | 100 | - |
| Oxiteno S.A. Indústria e Comércio (6) | Brazil | Oxiteno | 100 | - | 100 | - |
| Oxiteno Argentina Sociedad de Responsabilidad Ltda. | Argentina | Oxiteno | - | 100 | - | 100 |
| Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. | Brazil | Oxiteno | - | 100 | - | 100 |
| Oxiteno Uruguay S.A. | Uruguay | Oxiteno | - | 100 | - | 100 |
| Oxiteno México S.A. de C.V. | Mexico | Oxiteno | - | 100 | - | 100 |
| Oxiteno Servicios Corporativos S.A. de C.V. | Mexico | Oxiteno | - | 100 | - | 100 |
| Oxiteno Servicios Industriales S.A. de C.V. | Mexico | Oxiteno | - | 100 | - | 100 |
| Oxiteno USA LLC | United States | Oxiteno | - | 100 | - | 100 |
| Global Petroleum Products Trading Corp. | Virgin Islands | Oxiteno | - | 100 | - | 100 |
| Oxiteno Europe SPRL | Belgium | Oxiteno | - | 100 | - | 100 |
| Oxiteno Colombia S.A.S. | Colombia | Oxiteno | - | 100 | - | 100 |
| Oxiteno Shanghai LTD. | China | Oxiteno | - | 100 | - | 100 |
| Empresa Carioca de Produtos Químicos S.A. | Brazil | Oxiteno | - | 100 | - | 100 |
| Ultracargo – Operações Logísticas e Participações Ltda. | Brazil | Ultracargo | 100 | - | 100 | - |
| Ultracargo Logística S.A. (7) | Brazil | Ultracargo | - | 99 | - | 99 |
| TEAS – Terminal Exportador de Álcool de Santos Ltda. | Brazil | Ultracargo | - | 100 | - | 100 |
| Tequimar Vila do Conde Logística Portuária S.A. | Brazil | Ultracargo | - | 100 | - | 100 |
| Ultrapar International S.A. | Luxembourg | Others | 100 | - | 100 | - |
| SERMA – Ass. dos usuários equip. proc. de dados | Brazil | Others | - | 100 | - | 100 |
| UVC – Fundo de investimento em participações multiestratégia investimento no exterior (8) | Brazil | Others | 100 | - | 100 | - |
| Eaí Clube Automobilista S.A. (9) | Brazil | Abastece aí | 100 | - | 100 | - |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The percentages in the table above are rounded.
| (1) | Non-operating company in closing phase. |
|---|---|
| (2) | In October 2020 there was a change in the share capital of the company Utingás, which became controlled by Companhia Ultragaz S.A. (“Cia Ultragaz”). |
| (3) | On May 18, 2021 the Company announced the signing of an agreement for the sale of all shares of Extrafarma to Pague Menos. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more details, see note 3.c.1. |
| (4) | Subsidiary created in January 2020 to provide valuation, business management and financial advisory services to UVC - Fundo de investimento em participações multiestratégia investimento no exterior (“UVC – Fundo de investimento”). In September 2020 the Company’s name was changed to UVC Investimentos Ltda (“UVC Investimentos”). |
| (5) | In May 2020 there was a change in the participation of the capital of the subsidiary Millennium which became a direct subsidiary of the Company. |
| (6) | On August 16, 2021, the Company announced the signing of agreement for the sale of its interest in Oxiteno S.A. to Indorama. As of December 31, 2021, the Company reclassified the subsidiary's balances to “assets and liabilities held for sale”. For more details, see Note 3.c.1. |
| (7) | In April 2021 the name of subsidiary Terminal Químico de Aratu S.A – Tequimar was changed to Ultracargo Logística S.A. (“Ultracargo Logística”). |
| (8) | Fund constituted on January 2020, the UVC has the purpose to monetize the resources of its shareholders through investment in promising companies in business segments that are complementary to the Company's businesses, with additional benefits such as of startups and new technologies. |
| (9) | Subsidiary created in July 2020, focused on digital payments and electronic retail, uniting the “abastece aí” app and the “Km de Vantagens” program. |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
5 . Cash and c ash e quivalents , f inancial i nvestments and h edge d erivative f inancial i nstruments
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 Interbank Deposit s Interest Rate (“DI”) , in repurchase agreement , financial bills, and in short term investments funds, whose portfolio comprised of Brazilian Federal Government bonds and in certificates of deposit of financial institutions ; (ii) outside Brazil, in certificates of deposit of financial institutions and in short term investments funds, whose portfolio compris ed of F ederal G overnment bond s ; and (iii) in currency and interest rate hedging instruments.
The financial assets were classified in Note 34 .j , based on business model of financial assets of the Company and its subsidiaries.
Cash, cash equivalents and financial investments ( c onsolidated) amounted to R $ 4 , 463 , 473 as of December 3 1 , 20 2 1 ( R$ 8,672,160 as of December 31, 20 20 ) are as follows:
a. Cash and cash equivalents
Cash and cash equivalents of the Company and its subsidiaries are presented as follows:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Cash and bank deposits | ||||
| In local currency | 2,554 | 9,419 | 317,907 | 285,306 |
| In foreign currency | - | - | 16,640 | 119,775 |
| Financial investments considered cash equivalents | ||||
| In local currency | ||||
| Fixed-income securities | 18,979 | 939,230 | 1,943,164 | 2,241,852 |
| In foreign currency | ||||
| Fixed-income securities | - | - | 2,363 | 14,561 |
| Total cash and cash equivalents | 21,533 | 948,649 | 2,280,074 | 2,661,494 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Financial investments and c urrency and i nterest r ate h edging i nstruments
The financial investments which are not classified as cash and cash equivalents are presented as follows:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Financial investments | ||||
| In local currency | ||||
| Fixed-income securities and funds | 142,065 | 88,100 | 1,607,608 | 3,749,852 |
| In foreign currency | ||||
| Fixed-income securities and funds | - | - | 103,239 | 1,278,940 |
| Currency and interest rate hedging instruments (a) | - | - | 472,552 | 981,874 |
| Total financial investments | 142,065 | 88,100 | 2,183,399 | 6,010,666 |
| Current | 142,065 | 88,100 | 1,804,122 | 5,033,258 |
| Non-current | - | - | 379,277 | 977,408 |
(a) Accumulated gains, net of income tax (see Note 34.i).
6 . Trade r eceivables and r eseller f inancing ( C onsolidated)
a. Trade r eceivables
The composition of t rade receivables is as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Domestic customers | 3,805,756 | 3,443,641 |
| Domestic customers – related parties (see Note 9.a.2) | 57 | 151 |
| Foreign customers | 3,137 | 326,442 |
| Foreign customers – related parties (see Note 9.a.2) | 4,400 | 2,984 |
| (-) Loss allowance for expected credit losses | (374,355) | (382,096) |
| 3,438,995 | 3,391,122 | |
| Current | 3,375,246 | 3,318,927 |
| Non-current | 63,749 | 72,195 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The breakdown of trade receivables, gross of loss allowance for expected credit losses , is as follows:
| Total | Current | Past due — less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | |
|---|---|---|---|---|---|---|---|
| 12/31/2021 | 3,813,350 | 3,131,528 | 90,024 | 33,255 | 24,804 | 23,903 | 509,836 |
| 12/31/2020 | 3,773,218 | 2,963,163 | 124,606 | 27,970 | 21,389 | 47,169 | 588,921 |
The breakdown of loss allowance for expected credit losses , is as follows:
| Total | Current | Past due — less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | |
|---|---|---|---|---|---|---|---|
| 12/31/2021 | 374,355 | 21,962 | 1,595 | 3,049 | 2,761 | 14,926 | 330,062 |
| 12/31/2020 | 382,096 | 21,219 | 2,154 | 1,751 | 2,233 | 13,378 | 341,361 |
Movements in the allowance for loss allowance for expected credit losses are as follows:
| Balance as of December 31, 2019 | 404,886 |
|---|---|
| Additions | 194,220 |
| Reversals | (203,994) |
| Write-offs | (13,016) |
| Balance as of December 31, 2020 | 382,096 |
| Additions | 177,872 |
| Reversals | (150,160) |
| Write-offs | (18,646) |
| Reclassification to assets held for sale | (16,807) |
| Balance as of December 31, 2021 | 374,355 |
For more information about the allowance for loss allowance for expected credit losses see Note 34 .d.3.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Reseller financing
The composition of reseller financing is as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Reseller financing – Ipiranga | 1,183,312 | 1,165,395 |
| (-) Loss allowance for expected credit losses | (185,278) | (197,011) |
| 998,034 | 968,384 | |
| Current | 582,562 | 549,129 |
| Non-current | 415,472 | 419,255 |
The breakdown of reseller financing , gross of loss allowance for expected credit losses , is as follows:
| Total | Current | Past due — less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | |
|---|---|---|---|---|---|---|---|
| 12/31/2021 | 1,183,312 | 770,008 | 19,260 | 24,290 | 14,373 | 26,685 | 328,696 |
| 12/31/2020 | 1,165,395 | 787,904 | 10,230 | 15,237 | 21,200 | 28,989 | 301,835 |
The breakdown of loss allowance for expected credit losses , is as follows:
| Total | Current | Past due — less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | |
|---|---|---|---|---|---|---|---|
| 12/31/2021 | 185,278 | 1,514 | 6,410 | 8,697 | 6,255 | 9,892 | 152,510 |
| 12/31/2020 | 197,011 | 22,872 | 785 | 1,812 | 2,397 | 14,684 | 154,461 |
Movements in the allowance for loss allowance for expected credit losses are as follows:
| Balance as of December 31, 2019 | 156,006 |
|---|---|
| Additions | 74,745 |
| Reversals | (29,791) |
| Write-offs | (3,949) |
| Balance as of December 31, 2020 | 197,011 |
| Additions | 65,536 |
| Reversals | (68,982) |
| Write-offs | (8,287) |
| Balance as of December 31, 2021 | 185,278 |
For more information about the allowance for loss allowance for expected credit losses see Note 34 .d.3.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
7 . Inventories (Consolidated)
The composition of i nventories is as follows:
| 12/31/2021 — Cost | Provision for losses | Net balance | 12/31/2020 — Cost | Provision for losses | Net balance | |
|---|---|---|---|---|---|---|
| Fuels, lubricants and greases | 3,042,932 | (4,871) | 3,038,061 | 1,682,841 | (5,344) | 1,677,497 |
| Finished goods | - | - | - | 646,180 | (22,281) | 623,899 |
| Work in process | - | - | - | 1,450 | - | 1,450 |
| Raw materials | 293,242 | - | 293,242 | 568,185 | (1,827) | 566,358 |
| Liquefied petroleum gas (LPG) | 151,831 | (5,761) | 146,070 | 110,767 | (5,761) | 105,006 |
| Consumable materials and other items for resale | 117,150 | (1,875) | 115,275 | 129,559 | (2,598) | 126,961 |
| Pharmaceutical, hygiene, and beauty products | - | - | - | 521,689 | (2,611) | 519,078 |
| Purchase for future delivery (1) | 302,456 | (464) | 301,992 | 198,986 | (464) | 198,522 |
| Properties for resale | 24,239 | (107) | 24,132 | 27,532 | (107) | 27,425 |
| 3,931,850 | (13,078) | 3,918,772 | 3,887,189 | (40,993) | 3,846,196 |
(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.
Movements in the provision for losses are as follows:
| Balance as of December 31, 2019 | 40,724 |
|---|---|
| Addition to net realizable value adjustment | 2,245 |
| Reversal of obsolescence and other losses | (1,976) |
| Balance as of December 31, 2020 | 40,993 |
| Addition to net realizable value adjustment | 5,974 |
| Reversal of obsolescence and other losses | (5,184) |
| Reclassification to assets held for sale | (28,705) |
| Balance as of December 31, 2021 | 13,078 |
The breakdown of provisions for losses related to inventories is shown in the table below:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Net realizable value adjustment | 8,269 | 17,488 |
| Obsolescence and other losses | 4,809 | 23,505 |
| Total | 13,078 | 40,993 |
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
8 . Taxes to r ecover
a. Recoverable t axes (Consolidated)
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 ” ).
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| ICMS (a.1) | 893,206 | 1,129,325 |
| PIS and COFINS (a.2) (a.3) | 1,177,513 | 1,297,029 |
| Value-added tax (IVA) of foreign subsidiaries | 179 | 35,600 |
| Others | 37,127 | 57,704 |
| Total | 2,108,025 | 2,519,658 |
| Current | 1,061,227 | 1,044,850 |
| Non-current | 1,046,798 | 1,474,808 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following subsidiaries and operations:
| (i) | The subsidiaries Oxiteno S.A. , Empresa Carioca de Produtos Químicos S.A. (“EMCA”) and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (“Oleoquímica”) had credits in the amount of R$ R$ 195,037 as of December 31, 2020 once predominantly carried out export operations, interstate outflow or deferred ICMS of products purchased within the State of Bahia. As of December 31, 2021, the amount of R$ 299,727 was reclassified to assets held for sale . |
|---|---|
| (ii) | The subsidiaries IPP, Bahiana Distribuidora de Gás Ltda. (“Bahiana”), Cia. Ultragaz, AMPM and Iconic Lubrificantes S.A. (“Iconic”) have credits in the amount of R$ 893,206 (R$ 754,882 as of December 31, 2020) recognized, mainly, of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), in the case of the subsidiaries IPP, Bahiana and Cia. Ultragaz and c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base is used higher than the actual operation practiced by the subsidiary IPP. |
| (iii) | The subsidiary Extrafarma had ICMS credits and ICMS-ST (tax substitution) advances in the amount of R$ R$ 179,405 as of December 31, 2020, on the inflow and outflow of operations carried out by its distribution centers, mostly in the North and Northeast, as well as refunds of the ICMS-ST portion overpaid when the estimated calculation base is used higher than the actual operation. As of December 31, 2021, the amount of R$ 19,015, net of provision for impairment of assets, was reclassified to assets held for sale. |
The amounts of recoverable ICMS are realized by the taxed operations itself, being a revolving credit, which means that the credits are monthly offset with the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within an average term of up to 5 years.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The estimated recovery of ICMS assets is stated as follows:
| Up to 1 year | 388,041 |
|---|---|
| From 1 to 2 years | 212,742 |
| From 2 to 3 years | 210,065 |
| From 3 to 5 years | 82,358 |
| Total of recoverable ICMS, net of provision | 893,206 |
The provision for ICMS losses, in the amount of R$ 48,502 (R$ 52,338 as of December 31, 2020), relates to tax credits of the subsidiaries whose amounts are not included within the term determined by its policy .
a.2 The recoverable PIS and COFINS is substantially related to:
(i) The balance of PIS and COFINS includes credits recorded under Laws 10,637/2002 and 10,833/2003 in the amount of R$ 607,373 ( R$ 651,051 as of December 31, 2020), whose consumption will occur through the offset of debts administered by the Brazilian Federal Revenue Service (“RFB”) in an estimated term of up to 2 years by management. As of December 31, 2021, the amount of R$ 93,108 was reclassified to assets held for sale, as per Note 3.a.
(ii) The subsidiaries I PP , Tropical Transportes Ipiranga Ltda (“Tropical”), AMPM, Iconic and Ultragaz have credits in the amount of R$ 570,140 (R $ 645,978 as of December 31, 2020) resulting from a favorab le decision on the exclusion of ICMS from the calculation basis of PIS and COFINS (see item a.3 below). The management estimates the realization of these credits within up to 3 years. As of December 31, 2021, the amount of R$ 275 , 813 was reclassified to assets held for sale, as per Note 3. c.1 .
The credit balance of PIS and C OFINS is realized through the settlement of own debts in subsequent months or with other debts managed by the Receita Federal and social security for cases that the l aw allows .
The estimated recovery of PIS and COFINS credits is stated as follows:
| Up to 1 year | 635,880 |
|---|---|
| From 1 to 2 years | 523,558 |
| From 2 to 3 years | 18,075 |
| Total of recoverable PIS and COFINS | 1,177,513 |
a.3 On March 15, 2017, due to general repercussions, the STF decided that ICMS does not compose the basis for calculating PIS and COFINS. After filing the Union's Embargoes for Clarification, the STF definitively ruled about the thesis on May 13, 2021, reaffirming the exclusion of the highlighted ICMS from the PIS and COFINS calculation basis and modulating the effects of the decision for the lawsuits filed after March 15, 2017. Certain subsidiaries have credits originated from favorable decisions on the exclusion of ICMS from the PIS and COFINS calculation base, having been the respective subsidies to prove the amounts to be refunded properly confirmed by management and recorded in results, up to the present year of 2021, the amount of R$ 569,212 , of which R$ 279,598 of principal and R$ 289,614 of monetary variation (R$ 154 , 225 , of which R$ 66 , 415 of principal and R$ 87 , 810 of monetary variation up to 2020 – restated ). As of December 31, 2021, the amount of R$ 5 98,216 was reclassified to profit (loss) from discontinued operations.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Recoverable income tax 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 the non- incidence of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments (see note 10 .e), with management estimating the realization of these credits within up to 5 years.
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| IRPJ and CSLL | 79,982 | 87,359 | 447,191 | 627,285 |
| Current | 56,499 | 47,913 | 291,833 | 366,080 |
| Non-current | 23,483 | 39,446 | 155,358 | 261,205 |
9 . Related p arties
a. Related parties
The balances and transactions of the Company and its related parties are disclosed below:
a.1 Parent
| Assets — Debentures | Other receivables | Liabilities — Related parties | Other payables | Financial income | |
|---|---|---|---|---|---|
| Ipiranga Produtos de Petróleo S.A. | 406,787 (1) | 71,585 | - | 1,085 | 21,954 (1) |
| Cia Ultragaz S.A. | - | 11,060 | - | 6,799 | - |
| Imifarma Produtos Farmacêuticos e Cosméticos S.A. | - | 7,025 | 4,674 | 404 | - |
| Oxiteno S.A. Indústria e Comércio | - | 3,787 | - | 2 | - |
| Ultracargo Logística S.A. | - | 2,798 | - | - | - |
| Eaí Clube Automobilista S.A. | - | 200 | - | - | - |
| UVC Investimentos Ltda | - | 21 | - | - | - |
| am/pm Comestíveis Ltda. | - | 146 | - | - | - |
| Iconic Lubrificantes S/A | - | 11 | - | - | - |
| SERMA - Ass. dos usuários equip. proc. de dados | - | 293 | - | 322 | - |
| Others | - | - | - | 1 | - |
| Total as of December 31, 2021 | 406,787 | 96,926 | 4,674 | 8,613 | 21,954 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Assets — Debentures | Other receivables | Liabilities — Related parties | Other payables | Financial income | |
|---|---|---|---|---|---|
| Ipiranga Produtos de Petróleo S.A. | 753 , 459 (2) | 15,545 | - | - | 23 , 812 (2) |
| Cia Ultragaz S.A. | - | 10,147 | - | 8,469 | - |
| SERMA - Ass. dos usuários equip. proc. de dados | - | 9,635 | - | - | - |
| Imifarma Produtos Farmacêuticos e Cosméticos S.A. | - | 3,785 | 5,272 | 142 | - |
| Oxiteno S.A. Indústria e Comércio | - | 4,476 | - | 548 | - |
| Centro de Conveniências Millennium Ltda. | - | 3,700 | - | - | - |
| Ultracargo Logística S.A. | - | 1,695 | - | 277 | - |
| Bahiana Distribuidora de Gás Ltda. | - | 831 | - | - | - |
| UVC Investimentos Ltda | - | 69 | - | - | - |
| Eaí Clube Automobilista S.A. | - | - | - | 35 | - |
| am/pm Comestíveis Ltda. | - | 13 | - | - | - |
| Total as of December 31, 2020 | 753,459 | 49,896 | 5,272 | 9,471 | 23,812 |
| (1) | In March 2021 the subsidiary IPP made its nineth private offering in one single series of 400,000 debentures at face value of R$ 1,000.00 (thousand Brazilian Reais) each, nonconvertible into shares, unsecured, with maturity on March 31, 2024 and semiannual interest linked to DI being subscribed the total by the Company. |
|---|---|
| ( 2 ) | In March 2016 the subsidiary IPP made its second private offering in one single series of 75 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais) each, nonconvertible into shares and unsecured, with maturity on March 31, 2021 and semiannual interest linked to DI being subscribed the total by the Company. The debentures were paid off on the maturity date. |
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
a.2 Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:
| Loans — Assets | Liabilities | |
|---|---|---|
| Química da Bahia Indústria e Comércio S.A. (1) | - | 2,875 |
| Others (1) | 490 | 659 |
| Total as of December 31, 2021 | 490 | 3,534 |
| Loans — Assets | Liabilities | |
|---|---|---|
| Química da Bahia Indústria e Comércio S.A. (1) | - | 2,875 |
| Routeasy Serviços de Assessoria Logística Ltda. (2) | 2,334 | - |
| Others (1) | 490 | 836 |
| Total as of December 31, 2020 | 2,824 | 3,711 |
| (1) | Loans contracted have indefinite terms and do not contain remuneration clauses. |
|---|---|
| (2) | The loan contracted ha s a term of 36 months , can be extended by mutual agreement between the parties , being remunerated by the DI plus 3% p.a. |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Commercial transactions — Receivables | Payables | Sales and services | Purchases | |
|---|---|---|---|---|
| Refinaria de Petróleo Riograndense S.A. | - | 90,761 | - | 619,785 |
| União Vopak Armazéns Gerais Ltda. | 57 | - | 1,402 | - |
| Chevron (Thailand) Limited | 204 | - | 675 | 1,072 |
| Chevron Lubricants Lanka PLC | - | - | 164 | - |
| Chevron Lubricants Oils S.A. | 319 | - | 786 | - |
| Chevron Marine Products | 3,663 | - | 24,583 | - |
| Chevron Oronite Brasil LTDA. | - | 53,378 | 78 | 150,878 |
| Chevron Products Company | - | 158,557 | - | 789,452 |
| Chevron Belgium NV | - | 821 | - | 7,520 |
| Chevron Petroleum CO Colombia | 214 | - | 392 | - |
| Total as of December 31, 2021 | 4,457 | 303,517 | 28,080 | 1,568,707 |
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Commercial transactions — Receivables | Right-of-use assets (1) | Payables | Leases payable (1) | Sales and services | Purchases | Expenses | |
|---|---|---|---|---|---|---|---|
| Oxicap Indústria de Gases Ltda. | - | - | 1,772 | - | 471 | 19,077 | - |
| Refinaria de Petróleo Riograndense S.A. | - | - | 65,215 | - | - | 314,587 | - |
| ConectCar Soluções de Mobilidade Eletrônica S.A. | 151 | - | 104 | - | 3,062 | 154 | - |
| LA’7 Participações e Empreend. Imob. Ltda. (a) | - | 8,635 | - | 8,044 | - | - | 1,613 |
| Chevron (Thailand) Limited | 166 | - | 6 | - | - | 759 | - |
| Chevron Brasil Oleos Basicos LTDA | - | - | 6 | - | - | - | - |
| Chevron Latin America Marketing LLC | 118 | - | - | - | - | - | - |
| Chevron Lubricants Lanka PLC | 3 | - | - | - | - | - | - |
| Chevron Lubricants Oils S.A. | 823 | - | - | - | - | - | - |
| Chevron Marine Products | 1,873 | - | - | - | - | - | - |
| Chevron Oronite Brasil LTDA. | - | - | 37,482 | - | - | 108,198 | - |
| Chevron Products Company | - | - | 87,754 | - | - | 247,578 | - |
| Chevron Belgium NV | - | - | 785 | - | - | 6,707 | - |
| Chevron Petroleum CO Colombia | 1 | - | - | - | - | - | - |
| Total as of December 31, 2020 | 3,135 | 8,635 | 193,124 | 8,044 | 3,533 | 697,060 | 1,613 |
(1) Included in “ right-of-use assets ” and “ leases payable ”, respectively.
(a) Refers to rental contracts of 15 drugstores owned by LA’7 as of December 31, 2020, a company of the former shareholders of Extrafarma that are current shareholders of Ultrapar.
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation , and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The operations of ConectCar refer to services provided . In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, therefore, no provision for expected losses on accounts rece i vable or guarantees are recorded . Guarantees provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 17 . i .
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Key executives (Consolidated)
The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.
Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility , and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance , and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. More details about the Deferred Stock Plan are contained in Note 9 .c and about post - employment benefits in Note 21 .b.
T he expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Short-term compensation | 47,003 | 47,936 |
| Stock compensation | 15,778 | 4,786 |
| Post-employment benefits | 2,737 | 2,866 |
| Termination benefits | 5,637 | - |
| Total | 71,155 | 55,588 |
c. Deferred stock plan (Consolidated)
Since 2003 Ultrapar has adopted a stock plan in which the executive h as the usufruct of shares held in treasury until the transfer of the full ownership of the shares to those eligible members of management after five to seven years from the initial concession of the rights subject to uninterrupted employment of the participant during the period . The volume of shares and the executives e ligible are determined by the Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors members are not eligible to participate in the stock plan. The fair value of the awards was determined on the grant date based on the market value of the shares on the B3 , the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date .
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes shares granted to the Company and its subsidiaries’ management:
| Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | Accumulated recognized grant costs | Accumulated unrecognized grant costs |
|---|---|---|---|---|---|---|
| March 4, 2016 | 133,332 | 2022 to 2023 | 32.72 | 9,025 | (8,440) | 585 |
| December 10, 2014 | - | 2021 | 25.32 | 19,557 | (19,557) | - |
| March 5, 2014 | - | 2021 | 26.08 | 5,999 | (5,999) | - |
| 133,332 | 34,581 | (33,996) | 585 |
F or the year ended December 3 1 , 2021 t he amortization in the amount of R$ 1,902 ( reversal of R$ 64 f or year ended December 3 0 , 2020 – restated ) was recognized as a general and administrative expense.
The table below summarizes the changes of number of shares granted:
| Balance on December 31, 2019 | 1,224,524 |
|---|---|
| Cancellation of granted shares due to termination of executive employment | (200,000) |
| Shares vested and transferred | (322,264) |
| Balance on December 31, 2020 | 702,260 |
| Shares vested and transferred | (448,930) |
| Reclassification to assets held for sale | (119,998) |
| Balance on December 31, 2021 | 133,332 |
In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) of approved a new incentive plan based on shares ( ” Plan ” ), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares , in periods of three to six years , to directors or employees of the Company or its subsidiaries.
As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the p articipants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the r estricted and p erformance stock programs:
| Program | Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | Accumulated recognized grant costs | Accumulated unrecognized grant costs |
|---|---|---|---|---|---|---|---|
| Restricted | October 1, 2017 | 240,000 | 2023 | 38.19 | 9,293 | (9,293) | - |
| Restricted | November 8, 2017 | 4,596 | 2022 | 38.19 | 1,018 | (994) | 24 |
| Restricted | April 4, 2018 | 31,220 | 2022 to 2023 | 34.35 | 3,013 | (2,902) | 111 |
| Performance | April 4, 2018 | 5,550 | 2022 to 2023 | 34.35 | 356 | (267) | 89 |
| Restricted | September 19, 2018 | 80,000 | 2024 | 19.58 | 1,020 | (1,020) | - |
| Restricted | September 24, 2018 | 80,000 | 2024 | 18.40 | 3,170 | (1,250) | 1,920 |
| Restricted | April 3, 2019 | 176,184 | 2022 to 2024 | 23.25 | 7,004 | (5,479) | 1,525 |
| Performance | April 3, 2019 | 83,412 | 2022 to 2024 | 23.25 | 3,587 | (2,212) | 1,375 |
| Restricted | September 2, 2019 | 440,000 | 2025 | 16.42 | 9,965 | (3,875) | 6,090 |
| Restricted | April 1, 2020 | 290,082 | 2023 to 2025 | 12.53 | 5,668 | (3,135) | 2,533 |
| Performance | April 1, 2020 | 238,188 | 2023 to 2025 | 12.53 | 5,494 | (2,960) | 2,534 |
| Restricted | September 16, 2020 | 700,000 | 2026 | 23.03 | 13,259 | (5,847) | 7,412 |
| Restricted | April 7, 2021 | 522,716 | 2024 | 20.85 | 17,985 | (5,141) | 12,844 |
| Performance | April 7, 2021 | 522,716 | 2024 | 20.85 | 17,985 | (5,141) | 12,844 |
| Restricted | September 22, 2021 | 1,000,000 | 2027 | 14.17 | 19,547 | (1,087) | 18,460 |
| 4,415,294 | 118,364 | (50,603) | 67,761 |
F or the year ended December 3 1 , 202 1 , a general and administrative expense in the amount of R$ 24,067 was recognized in relation to the Plan (R$ 10 , 440 f or the year ended December 3 1 , 202 0 – restated ) .
| Balance on December 31, 2019 | 1,738,660 |
|---|---|
| Shares granted on April 1, 2020 | 877,788 |
| Shares granted on September 16, 2020 | 700,000 |
| Cancellation of granted shares due to termination of executive employment | (353,294) |
| Cancellation of performance shares | (52,992) |
| Balance on December 31, 2020 | 2,910,162 |
| Shares granted on April 7, 2021 | 1,386,504 |
| Shares granted on September 22, 2021 | 1,000,000 |
| Performance shares (i) | (133,326) |
| Cancellation of granted shares due to termination of executive employment | (133,186) |
| Reclassification to assets held for sale | (614,860) |
| Balance on December 31, 2021 | 4,415,294 |
(i) Refers to the reversal of the provision constituted in view of the significant probability that performance indicators will not be achieved.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
10 . Income and s ocial c ontribution t axes
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 p rovision for differences between cash and accrual basis , tax loss carryforwards , negative tax bases and provisions for tax, civil, and labor risks . Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Assets - deferred income and social contribution taxes on: | ||||
| Provision for impairment of assets | - | - | 57,924 | 75,231 |
| Provisions for tax, civil, and labor risks | - | - | 188,236 | 138,516 |
| Provision for post-employment benefits | 760 | 1,078 | 73,335 | 96,108 |
| Provision for differences between cash and accrual basis (i) | - | - | 24,754 | 606,054 |
| Goodwill | - | - | 4,825 | 5,161 |
| Business combination – tax basis vs. accounting basis of goodwill | - | - | 18,699 | 75,515 |
| Provision for asset retirement obligation | - | - | 16,991 | 15,728 |
| Provision for suppliers | 6,354 | 4,284 | 39,364 | 49,501 |
| Provision for profit sharing and bonus | 9,541 | 9,445 | 44,876 | 56,873 |
| Leases payable | 1,264 | 976 | 41,463 | 41,932 |
| Change in fair value of subscription warrants | 10,957 | 22,833 | 10,957 | 22,833 |
| Provision for deferred revenue | - | - | 15,643 | 25,770 |
| Other provisions | 85 | 95 | 2,769 | 14,917 |
| Tax losses and negative basis for social contribution carryforwards (10.d) | 43,441 | 26,730 | 148,345 | 363,862 |
| Total | 72,402 | 65,441 | 688,181 | 1,588,001 |
| Offset liability balance of deferred IRPJ and CSLL | - | (448) | (116,426) | (613,290) |
| Net balance of deferred taxes assets | 72,402 | 64,993 | 571,755 | 974,711 |
| Liabilities - deferred income and social contribution taxes on: | ||||
| Revaluation of PP&E | - | - | 408 | 1,776 |
| Leases payable | - | - | 138 | 1,895 |
| Provision for differences between cash and accrual basis (i) | - | 448 | 19,664 | 402,780 |
| Provision for goodwill | - | - | 28,676 | 92,242 |
| Business combination – fair value of assets | - | - | 66,079 | 111,832 |
| Other provisions | - | - | 1,743 | 15,497 |
| Total | - | 448 | 116,708 | 626,022 |
| Offset asset balance of deferred IRPJ and CSLL | - | (448) | (116,426) | (613,290) |
| Net balance of deferred taxes liabilities | - | - | 282 | 12,732 |
(i) Refers, mainly, to the income tax on the exchange variation of the derivate hedging instruments.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Initial balance | 64,993 | 41,613 | 961,979 | 646,163 |
| Deferred IRPJ and CSLL recognized in income of the year | 7,693 | 23,246 | 242,246 | 234,244 |
| Deferred IRPJ and CSLL of subsidiaries classified as discontinued operations | - | - | 110,821 | (146,305) |
| Deferred IRPJ and CSLL recognized in other comprehensive income | (284) | (80) | (11,366) | 210,034 |
| Reclassification to assets held for sale | - | - | (728,986) | - |
| Others | - | 214 | (3,221) | 17,843 |
| Final balance | 72,402 | 64,993 | 571,473 | 961,979 |
The estimated recovery of the deferred tax asset of IRPJ and CSLL is shown as follows:
| Parent | Consolidated | |
|---|---|---|
| Up to 1 year | 59,516 | 324,216 |
| From 1 to 2 years | 1,666 | 41,760 |
| From 2 to 3 years | 1,628 | 42,853 |
| From 3 to 5 years | 3,143 | 128,144 |
| From 5 to 7 years | 2,698 | 69,569 |
| From 7 to 10 years | 3,751 | 81,639 |
| Total of deferred tax assets relating to IRPJ and CSLL | 72,402 | 688,181 |
In order to evaluate the realization of deferred tax assets, the taxable income projections from business plans of each segment of the Company which indicates trends and perspectives, demand effects, competition and other economic factors , and that represent the management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset were taken into account.
The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate, commodity price index, among others. The balance s of Company and its subsidiaries of R$ 688,181 and parent of R$ 72,402 w ere supported by the technical study on taxable profit projections for the realization of deferred tax assets.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Reconciliation of income and social contribution taxes
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Restated (i) | Restated (i) | |||
| Income before taxes | 774,484 | 593,803 | 1,006,648 | 951,581 |
| Statutory tax rates – % | 34 | 34 | 34 | 34 |
| Income and social contribution taxes at the statutory tax rates | (263,325) | (201,893) | (342,260) | (323,538) |
| Adjustments to the statutory income and social contribution taxes: | ||||
| Nondeductible expenses (ii) | (12,376) | (7,013) | (45,569) | (33,420) |
| Nontaxable revenues (iii) | - | - | 2,571 | 2,757 |
| Monetary variation (SELIC) on repetition of tax undue payments (iv) | 3,544 | - | 136,060 | - |
| Adjustment to estimated income (v) | - | - | 3,901 | 8,850 |
| Unrecorded deferred income and social contribution taxes carryforwards deferred (vi) | - | - | (5,285) | (3,166) |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 281,851 | 227,776 | (5,995) | (14,972) |
| Other adjustments | 1,021 | 77 | 21,414 | 12,911 |
| Income and social contribution taxes before tax incentives | 10,715 | 18,947 | (235,163) | (350,578) |
| Tax incentives - SUDENE | - | - | 47,129 | 46,061 |
| Income and social contribution taxes in the income statement | 10,715 | 18,947 | (188,034) | (304,517) |
| Current | 3,022 | (4,299) | (430,280) | (538,761) |
| Deferred | 7,693 | 23,246 | 242,246 | 234,244 |
| Effective IRPJ and CSLL rates – % | (1.4) | (3.2) | 18.7 | 32.0 |
| (i) | For more information on the restatement, see note 3.c.1. |
|---|---|
| (ii) | C onsist 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 effects of foreign subsidiaries and certain provisions . |
| (iii) | C onsist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions . |
| (iv) | Refers to amounts related to non-taxation of IRPJ/CSLL on monetary variation (SELIC) in the repetition of undue tax lawsuits (see note 10.e). |
| (v) | Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 7 8 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of 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 pa id based on the effective statutory rate applied to the taxable income of these subsidiaries . |
| (vi) | See Note 10.d . |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Tax i ncentives – SUDENE
For belonging to the sectors of the economy considered priority for the subsidized areas, under the terms of the development program of region operated by the Superintendence for the Development of the Northeast (“SUDENE”) , the following subsidiaries , in compliance with the current law have entitled to federal tax benefits providing for IRPJ reduction under :
| 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. | Suape terminal (1) | 75 | 2030 |
| Aratu terminal | 75 | 2022 | |
| Itaqui terminal (2) | 75 | 20 30 |
| (1) | On August 18, 2021, S UDENE issued the report recognizing the renewal of the benefit, which was homologated by the SRF on October 5, 2021, with the respective benefit being retroactive to January 2021. The report recognizing the renewal of the benefit for fruition runs until December 31, 2030. |
|---|---|
| (2) | On December 22 , 2021, SUDENE issued t he report recognizing t he benefit renewal to fruition until December 31, 2030 . The request was submitted to Receita Federal and approved in January 2022, retroactive to January 1, 2021 . |
On December 31, 2021, the IRPJ reduction benefit, granted by the claims in force to the subsidiaries Oxiteno S.A., Oleoquímica and EMCA, were reclassified to assets held for sale, see note 3.c.
d. Income and social contribution taxes carryforwards
As of December 3 1 , 20 2 1 , the Company and some subsidiaries ha d tax loss carryforwards related to income tax (IRPJ) and negative basis of CSLL , whose compensations are limited to 30% of taxable income in a given tax year , which do not expire.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The balances which are constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Oil Trading | 53,839 | - |
| Ultrapar (i) | 43,441 | 27,736 |
| Abastece aí | 41,065 | 7,362 |
| Tequimar Vila do conde | 9,861 | 489 |
| Ultracargo | 139 | 107 |
| Oxiteno S.A. (ii) | - | 205,604 |
| Ipiranga | - | 44,537 |
| Iconic | - | 5,691 |
| Extrafarna (ii) | - | 72,318 |
| UVC Investimentos | - | 18 |
| 148,345 | 363,862 |
| (i) | Considers the amount of R$ 8,510 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of December 31, 2021 (R$ 7,659 as of December 31, 2020). |
|---|---|
| (ii) | As of December 31, 2021, the amounts of R$ 247,912 and R$ 72,318, referring to the balances constituted on deferred charges related to IRPJ tax losses and negative CSLL bases for the subsidiaries Oxiteno S . A . and Extrafarma, respectively, were reclassified to assets held for sale. |
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Extrafarma | 312,521 | 294,400 |
| Integra Frotas | 11,769 | 7,802 |
| Millennium | 3,174 | 640 |
| 327,464 | 302,842 |
e . Non-incidence 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-incidence of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the incidence of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of tax undue payments is unconstitutional. T he Company and its subsidiaries recognized R$ 106 , 667 related to this topic . On December 31, 2021, the amount of R$ 74 ,243 related to the subsidiaries Extrafarma, Oxiteno S.A., Oleoquímica and EMCA, was reclassified to assets held for sale.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
11 . Prepaid e xpenses
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Rents | - | - | 54,327 | 30,400 |
| Advertising and publicity | - | - | 28,410 | 17,752 |
| Deferred stock plan, net | 1,828 | 2,970 | 4,399 | 9,900 |
| Insurance premiums | 3,351 | 971 | 26,917 | 58,675 |
| Software maintenance | 3,522 | 3,105 | 19,863 | 24,233 |
| Employee benefits | 595 | 526 | 8,362 | 8,924 |
| IPVA and IPTU | - | - | 1,553 | 2,632 |
| Contribution - private pension fund (see Note 21.a) | - | - | 19,831 | 36,068 |
| Other prepaid expenses | - | - | 5,730 | 14,045 |
| 9,296 | 7,572 | 169,392 | 202,629 | |
| Current | 7,548 | 3,684 | 98,024 | 132,122 |
| Non-current | 1,748 | 3,888 | 71,368 | 70,507 |
12 . Contractual a ssets with c ustomers – e xclusive r ights (Consolidated)
Refers to exclusive rights disbursements of Ipiranga’s agreements with reseller service stations and major consumers that are recognized at the time of their occurrence and recognized as a reduction s of the revenue from sales and services in the statement of profit or loss according to the conditions established in the agreement , being reviewed as changes occur under the terms of the agreements. In December 31, 202 1 , the contracts amortization weighted average term was five years.
Balance and changes are shown below:
| Balance as of December 31, 2019 | 1,465,989 |
|---|---|
| Additions | 549,085 |
| Amortization | (289,436) |
| Transfer | (19,307) |
| Balance as of December 31, 2020 | 1,706,331 |
| Additions | 689,986 |
| Amortization | (282,521) |
| Transfer | (34,570) |
| Balance as of December 31, 2021 | 2,079,226 |
| Current | 555,052 |
| Non-current | 1,524,174 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
13 . Investments
The table below presents the amoun t reconciliation of share of profit (loss) of subsidiaries, joint ventures and associates :
| Note | Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|---|
| Restated (i) | |||||
| Subsidiaries | 13.a | 828,150 | 691,721 | - | - |
| Joint ventures | 13.b | 822 | (21,788) | (18,068) | (45,812) |
| Associates | 13.c | - | - | 434 | 1,781 |
| 828,972 | 669,933 | (17,634) | (44,031) |
(i) See Note 3.c.3.
a. Subsidiaries and joint venture (Parent)
The table below present s the full amounts of statements of financial position and statements of profit or loss of subsidiaries and joint venture:
| 12/31/2021 | |||||||
|---|---|---|---|---|---|---|---|
| Subsidiaries | Joint venture | ||||||
| Ultracargo - Operações Logísticas e Participações Ltda. | Ipiranga Produtos de Petróleo S.A. | Ultrapar International S.A. | UVC | Centro de Conveniências Millennium Ltda. (**) | Eaí Clube Automobilista S.A. | Refinaria de Petróleo Riograndense S.A. | |
| Number of shares or units held | 11,839,764 | 224,467,228,244 | 49,995 | 150 | 16,990,008 | 160,000,000 | 5,078,888 |
| Assets | 1,477,660 | 22,477,725 | 7,807,523 | 36,518 | 14,180 | 154,263 | 452,681 |
| Liabilities | 2,771 | 14,958,089 | 7,821,722 | 27 | 4,852 | 75,367 | 438,981 |
| Equity | 1,474,889 | 7,519,636 | (14,199) | 36,491 | 9,328 | 78,896 | 13,700 |
| Net revenue from sales and services | - | 95,424,365 | - | - | 36,734 | 84,733 | 2,092,786 |
| Net income (loss) | 180,742 | 513,253 | 19,501 | (3,433) | (3,850) | (62,088) | 2,477 |
| % of capital held | 100 | 100 | 100 | 100 | 100 | 100 | 33 |
(**) Balances are valued using the equity method based on informatio n as of November 30, 2021.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 12/31/2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Subsidiaries | Joint venture | |||||||
| Ultracargo - Operações Logísticas e Participações Ltda. | Oxiteno S.A. Indústria e Comércio | Ipiranga Produtos de Petróleo S.A. | Ultrapar International S.A. | UVC | Centro de Conveniências Millennium Ltda. | Eaí Clube Automobilista S.A. | Refinaria de Petróleo Riograndense S.A. | |
| Number of shares or units held | 11,839,764 | 35,102,127 | 224,467,228,244 | 49,995 | 150 | 15,194,789 | 80,000,000 | 5,078,888 |
| Assets | 1,423,217 | 8,142,503 | 20,612,986 | 7,239,492 | 4,385 | 14,902 | 85,858 | 462,990 |
| Liabilities | 2,861 | 6,435,367 | 13,288,033 | 7,273,193 | 27 | 5,314 | 22,072 | 469,300 |
| Equity | 1,420,356 | 1 , 707 , 136 (*) | 7 , 324 , 953 (*) | (33,701) | 4,358 | 9,588 | 63,786 | (6,310) |
| Net revenue from sales and services | ‐ | 4,039,475 | 64,352,163 | ‐ | - | 10,034 | 17,223 | 1,455,668 |
| Net income (loss) | 157,404 | 228 , 146 (*) | 617 , 218 (*) | (6,201) | (3,598) | (1,601) | (19,014) | (65,623) |
| % of capital held | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 33 |
(*) A djusted for intercompany unrealized profits .
The percentages in the table above are rounded.
The f inancial information from business segments is detailed in Note 33 .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
B alances and changes in subsidiaries and joint venture are as follows:
| Subsidiaries — Ultracargo Operações Logísticas e Participações Ltda. | Oxiteno S.A. Indústria e Comércio | Ipiranga Produtos de Petróleo S.A. | UVC | Centro de Conveniências Millennium Ltda. | Eaí Clube Automobilista S.A. | Ultrapar International S.A. | Total | Joint venture — Refinaria de Petróleo Riograndense S.A. | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 | 1,261,997 | 1,803,209 | 7,020,747 | ‐ | ‐ | ‐ | ‐ | 10,085,953 | 18,792 | 10,104,745 |
| Share of profit (loss) of subsidiaries and joint venture from continuing operations | 157,404 | (12) | 783,550 | (3,598) | (1,601) | (19,014) | (225,008) | 691,721 | (21,788) | 669,933 |
| Share of profit (loss) of subsidiaries and joint venture from discontinued operations (ii) | ‐ | 228,158 | (166,332) | ‐ | ‐ | ‐ | 218,807 | 280,633 | - | 280,633 |
| Dividends | ‐ | (141,138) | (305,130) | ‐ | ‐ | ‐ | ‐ | (446,268) | (165) | (446,433) |
| Tax charges on revaluation reserve | ‐ | ‐ | (12) | ‐ | ‐ | ‐ | ‐ | (12) | ‐ | (12) |
| Equity instrument granted | 503 | 703 | 1,902 | ‐ | ‐ | 2,800 | ‐ | 5,908 | ‐ | 5,908 |
| Valuation adjustment of subsidiaries (i) | 487 | (312,953) | (7,554) | ‐ | ‐ | ‐ | ‐ | (320,020) | 1,065 | (318,955) |
| Translation adjustments of foreign-based subsidiaries | ‐ | 129,169 | ‐ | ‐ | ‐ | ‐ | ‐ | 129,169 | ‐ | 129,169 |
| Capital increase in cash | ‐ | ‐ | ‐ | 7,956 | 10,000 | 80,000 | ‐ | 97,956 | ‐ | 97,956 |
| Loss due to the payments fixed dividends to preferred shares | (35) | ‐ | (1,029) | ‐ | ‐ | ‐ | ‐ | (1,064) | ‐ | (1,064) |
| Shareholder transaction – changes of investments | ‐ | ‐ | (1,189) | ‐ | 1,189 | ‐ | ‐ | - | ‐ | - |
| Transfer to provision for liabilities | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 6,201 | 6,201 | 2,096 | 8,297 |
| Balance as of December 31, 2020 | 1,420,356 | 1,707,136 | 7,324,953 | 4,358 | 9,588 | 63,786 | ‐ | 10,530,177 | ‐ | 10,530,177 |
| Share of profit (loss) of subsidiaries and joint venture from continuing operations | 180,742 | (14) | 914,918 | (3,433) | (3,850) | (62,088) | (198,125) | 828,150 | 822 | 828,972 |
| Share of profit (loss) of subsidiaries and joint venture from discontinued operations (ii) | - | 249,303 | (401,665) | - | - | - | 217,626 | 65,264 | - | 65,264 |
| Dividends | (127,969) | (215,114) | (349,893) | - | - | - | - | (692,976) | - | (692,976) |
| Equity instrument granted | 1,507 | 1,281 | 3,643 | - | - | (2,800) | - | 3,631 | - | 3,631 |
| Valuation adjustment of subsidiaries (i) | 11 | 7,720 | (375) | - | - | (2) | (2) | 7,352 | 99 | 7,451 |
| Translation adjustments of foreign-based subsidiaries | - | 73,049 | - | - | - | - | - | 73,049 | - | 73,049 |
| Actuarial gain of post-employment benefits, net | 242 | 976 | 28,055 | - | - | - | - | 29,273 | 5,723 | 34,996 |
| Capital increase in cash | - | - | - | 35,566 | 3,590 | 80,000 | - | 119,156 | - | 119,156 |
| Transfer to (from) provision for liabilities | - | - | - | - | - | - | (19,499) | (19,499) | (2,096) | (21,595) |
| Reclassification to assets held for sale (iii) | - | (1,824,337) | (857,392) | - | - | - | - | (2,681,729) | - | (2,681,729) |
| Balance as of December 31, 2021 | 1,474,889 | - | 6,662,244 | 36,491 | 9,328 | 78,896 | - | 8,261,848 | 4,548 | 8,266,396 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| (i) | Refers, substantially to the income on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flow hedges, see Note 34 .h.2. |
|---|---|
| (ii) | Refers to the restatement and reclassification of share of profit (loss) of investees , in the parent company's results, for more details see note 3.c.2.1 and 3.c.3.1. |
| (iii) | For further details, see explanatory note 3.c.1. |
| Provision to short-term liabilities — Investments in subsidiaries | Joint venture | ||
|---|---|---|---|
| Ultrapar International S.A. | Refinaria de Petróleo Riograndense S.A. | Total | |
| Balance as of December 31, 2019 | 27,497 | - | 27,497 |
| Transfer to provision for short-term liabilities | 6,201 | 2,096 | 8,297 |
| Balance as of December 31, 2020 | 33,698 | 2,096 | 35,794 |
| Transfer to (from) provision for short-term liabilities | (19,499) | (2,096) | (21,595) |
| Balance as of December 31, 2021 | 14,199 | - | 14,199 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Joint ventures (Consolidated)
The Company holds an interest in Refinaria de Petróleo Riograndense S.A. (“ RPR ”) , which is primarily engaged in oil refining.
The subsidiary Ultracargo Logística holds an interest in Uni ã o Vopak – Armazéns Gerais Ltda. (“União Vopak”) , which is primarily engaged in liquid bulk storage in the port of Paranaguá.
The subsidiary IPP held an interest in ConectCar, which is primarily engaged in automatic payment of tolls and parking in the State s of Bahia, Ceará, Espírito Santo, Goiás, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal . On June 25, 2021, the sale of ConectCar , completed on October 1, 2021. For further details see item 13. b.1.
The subsidiary IPP participat e s in the port concession BEL02A at the port of Miramar , in Belém (PA), through Latitude Log í stica Portuária S.A. (“Latitude”) ; f or the port of Vitória (ES), participate s through Navegantes Logística Portuária S.A. (“Navegantes”) ; in Cabedelo (PB) , has participat ion in the Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II") and Nordeste Logística III S.A. ("Nordeste Logística III”) (see Note 35 .c ).
These investments of joint ventures are accounted for under the equity method of accounting based on their financial statements as of December 3 1 , 20 2 1 .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in joint ventures are as follows:
| União Vopak | RPR | ConectCar | Latitude Logística | Navegantes Logística | Nordeste Logística I | Nordeste Logística II | Nordeste Logística III | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 | 7,342 | 18,792 | 82,818 | 10,351 | 23,581 | 1,930 | 4,183 | 4,079 | 153,076 |
| Capital increase | ‐ | ‐ | 20,000 | ‐ | ‐ | 303 | 3,894 | 5,006 | 29,203 |
| Capital decrease (i) | ‐ | ‐ | ‐ | ‐ | (363) | ‐ | ‐ | ‐ | (363) |
| Valuation adjustments | ‐ | 1,065 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,065 |
| Proposed dividends | ‐ | (165) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (165) |
| Share of profit (loss) of joint ventures | 392 | (21,788) | (21,638) | ‐ | (1,594) | (1,409) | (401) | 626 | (45,812) |
| Transfer to provision for liabilities | ‐ | 2,096 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 2,096 |
| Balance as of December 31, 2020 | 7,734 | ‐ | 81,180 | 10,351 | 21,624 | 824 | 7,676 | 9,711 | 139,100 |
| Capital increase | - | - | 15,000 | 5,001 | 3,697 | - | 6,399 | 600 | 30,697 |
| Capital decrease (i) | - | - | - | (5,001) | - | - | - | - | (5,001) |
| Valuation adjustments | - | 99 | - | - | - | - | - | - | 99 |
| Actuarial gain of post-employment benefits | - | 5,723 | - | - | - | - | - | - | 5,723 |
| Shareholder transaction – changes of investments | - | - | - | (966) | - | - | - | - | (966) |
| Share of profit (loss) of joint ventures | 602 | 822 | (18,081) | 593 | (3,032) | 1,592 | (819) | 255 | (18,068) |
| Write-off of investment | - | - | (78,099) | - | - | - | - | - | (78,099) |
| Transfer from provision for liabilities | - | (2,096) | - | - | - | - | - | - | (2,096) |
| Balance as of December 31, 2021 | 8,336 | 4,548 | - | 9,978 | 22,289 | 2,416 | 13,256 | 10,566 | 71,389 |
(i) Refers to reimbursement of expenses that preceded the port area auctions and that were apportioned among the other members of the consortium.
| Provision to (from) short-term liabilities | |
|---|---|
| RPR | |
| Balance as of December 31, 2019 | ‐ |
| Transfer to provision for liabilities | 2,096 |
| Balance as of December 31, 2020 | 2,096 |
| Transfer from provision for liabilities | (2,096) |
| Balance as of December 31, 2021 | - |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below presents the statements of financial position and statements of profit or loss of joint ventures:
| 12/31/2021 — União Vopak | RPR | ConectCar (i) | Latitude Logística | Navegantes Logística | Nordeste Logística I | Nordeste Logística II | Nordeste Logística III | |
|---|---|---|---|---|---|---|---|---|
| Current assets | 10,068 | 273,029 | 171,894 | 18,798 | 5,393 | 52,022 | 36,958 | 17,458 |
| Non-current assets | 9,696 | 179,652 | 177,217 | 50,215 | 167,170 | 18,346 | 17,279 | 49,439 |
| Current liabilities | 2,824 | 354,001 | 174,030 | 9,151 | 256 | 46,615 | 1,418 | 13,960 |
| Non-current liabilities | 268 | 84,980 | 18,883 | 39,906 | 105,440 | 16,504 | 13,052 | 21,239 |
| Equity | 16,672 | 13,700 | 156,198 | 19,956 | 66,867 | 7,249 | 39,767 | 31,698 |
| Net revenue from sales and services | 17,660 | 2,092,786 | 60,436 | 5,895 | - | 11,625 | 2,016 | 7,561 |
| Costs, operating expenses and income | (16,144) | (2,105,544) | (97,095) | (2,591) | (1,579) | (3,260) | (3,980) | (5,030) |
| Net finance income and income and social contribution taxes | (312) | 15,235 | 497 | (2,118) | (7,517) | (3,589) | (494) | (1,765) |
| Net income (loss) | 1,204 | 2,477 | (36,162) | 1,186 | (9,096) | 4,776 | (2,458) | 766 |
| Number of shares or units held | 29,995 | 5,078,888 | 263,768,000 | 4,383,881 | 22,298,195 | 681,637 | 3,933,265 | 4,871,241 |
| % of capital held | 50 | 33 | 50 | 50 | 33 | 33 | 33 | 33 |
The percentages in the table above are rounded.
(i) The balances presented refer to September 30, 2021, due to the completion of the sale of ConectCar on October 1, 2021, for further details see note 13.b.1 .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 12/31/2020 — União Vopak | RPR | ConectCar | Navegantes Logística (*) | Nordeste Logística I (*) | Nordeste Logística II (*) | Nordeste Logística III (*) | |
|---|---|---|---|---|---|---|---|
| Current assets | 8,510 | 291,720 | 161,371 | 24,691 | 972 | 18,531 | 21,513 |
| Non-current assets | 9,796 | 171,270 | 169,843 | 166,389 | 6,021 | 18,005 | 30,503 |
| Current liabilities | 2,698 | 363,388 | 168,854 | 8 | 4 | 5 | 6 |
| Non-current liabilities | 140 | 105,912 | ‐ | 126,201 | 4,516 | 13,504 | 22,877 |
| Equity | 15,468 | (6,310) | 162,360 | 64,871 | 2,473 | 23,027 | 29,133 |
| Net revenue from sales and services | 15,666 | 1,455,668 | 91,096 | ‐ | ‐ | ‐ | ‐ |
| Costs, operating expenses and income | (14,408) | (1,531,652) | (134,961) | (3,480) | (4,225) | (1,203) | 1,878 |
| Net finance income and income and social contribution taxes | (474) | 10,361 | 589 | (1,301) | ‐ | ‐ | ‐ |
| Net income (loss) | 784 | (65,623) | (43,276) | (4,781) | (4,226) | (1,203) | 1,878 |
| Number of shares or units held | 29,995 | 5,078,888 | 248,768,000 | 22,298,195 | 681,637 | 3,933,265 | 4,871,241 |
| % of capital held | 50 | 33 | 50 | 33 | 33 | 33 | 33 |
(*) Accumulated income for the period as of incorporation.
The percentages in the table above are rounded .
b.1 ConectCar share purchase and sale agreement
The Company concluded the process of selling its interest in ConectCar started on June 25, 2021. On September 30, 2021, ConectCar was controlled by IPP and by Redecard S.A., belonging to Itaú Unibanco Holding S.A., both with equal interests of 50%.
On October 1, 2021, the Company announced the conclusion of the sale of its interest in ConectCar through its subsidiary IPP to Porto Seguro S . A . , through its subsidiary Portoseg SA – Credit, Financing and Investment. The sale value of the 50% interest in the subsidiary IPP was R$ 165 million, and, after adjustments resulting from changes in working capital and net debt position, totaled R$ 158 million.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Associates (Consolidated)
Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A. (“TSB”) , which is primarily engaged in natural gas transportation services.
Subsidiary Oxiteno S.A . holds an interest in Oxicap Indústria de Gases Ltda. (“Oxicap”), which is primarily engaged in the supply of nitrogen and oxygen for its shareholders in the Mauá petrochemical complex. Due to the sale of the subsidiary, the balances were reclassified to assets of subsidiaries held for sale at December 31, 2021, for further details see note 3.
T he subsidiary Oxiteno S.A. holds an interest in Química da Bahia Indústria e Comércio S.A. (“Química da Bahia”) , which is primarily engaged in manufacturing, marketing , and processing of chemicals. The operations of Química da Bahia are currently suspended. This interest is not part of the Oxiteno sale transaction .
Subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A. (“Metalplus”) , which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.
Subsidiary Cia. Ultragaz holds an interest in Plenogás Distribuidora de Gás S.A. (“Plenogás”) , which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.
The se investment s are accounted for under the equity method of accounting based on the financial statements as of December 3 1 , 202 1 .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in associates are as follows:
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | Total | |
|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 | 5,661 | 15,934 | 3,554 | 138 | 463 | 25,750 |
| Dividends | (2,357) | - | - | - | - | (2,357) |
| Share of profit (loss) of associates | 1,846 | - | (12) | (91) | 38 | 1,781 |
| Share of profit (loss) of associates - discontinued operations | - | 414 | - | - | - | 414 |
| Balance as of December 31, 2020 | 5,150 | 16,348 | 3,542 | 47 | 501 | 25,588 |
| Capital decrease | (1,500) | - | - | - | - | (1,500) |
| Dividends | (998) | - | - | - | - | (998) |
| Share of profit (loss) of associates | 552 | - | (14) | (100) | (4) | 434 |
| Share of profit (loss) of associates - discontinued operations | - | 48 | - | - | - | 48 |
| Reclassification to assets held for sale | - | (16,396) | - | - | - | (16,396) |
| Balance as of December 31, 2021 | 3,204 | - | 3,528 | (53) | 497 | 7,176 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below presents the stat e ments of financial position and statements of profit or loss of associates:
| 12/31/2021 — Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | |
|---|---|---|---|---|---|
| Current assets | 7,685 | 90,156 | 14 | 47 | 568 |
| Non-current assets | 11,611 | 70,496 | 10,151 | 126 | 1,804 |
| Current liabilities | 5,875 | 44,408 | - | 28 | 158 |
| Non-current liabilities | 601 | 7,562 | 3,109 | 303 | 724 |
| Equity | 12,820 | 108,682 | 7,056 | (158) | 1,490 |
| Net revenue from sales and services | 15,126 | 69,611 | - | - | - |
| Costs, operating expenses and income | (12,691) | (68,390) | (28) | (239) | 18 |
| Net finance income and income and social contribution taxes | (226) | (904) | - | (61) | (31) |
| Net income (loss) | 2,209 | 317 | (28) | (300) | (13) |
| Number of shares or units held | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 |
| % of capital held | 25 | 15 | 50 | 33 | 33 |
| 12/31/2020 — Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | |
|---|---|---|---|---|---|
| Current assets | 10,570 | 65,136 | 47 | 58 | 352 |
| Non-current assets | 12,822 | 77,339 | 10,146 | 414 | 2,196 |
| Current liabilities | 2,189 | 26,116 | ‐ | 28 | 154 |
| Non-current liabilities | 602 | 7,994 | 3,109 | 302 | 890 |
| Equity | 20,601 | 108,365 | 7,084 | 142 | 1,504 |
| Net revenue from sales and services | 14,295 | 58,677 | ‐ | ‐ | ‐ |
| Costs, operating expenses and income | (6,475) | (54,163) | (24) | (212) | 396 |
| Net finance income and income and social contribution taxes | (437) | (1,770) | ‐ | (60) | (39) |
| Net income (loss) | 7,383 | 2,744 | (24) | (272) | 357 |
| Number of shares or units held | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 |
| % of capital held | 25 | 15 | 50 | 33 | 33 |
The percentages in the table above are rounded.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
14 . Right -of- u se as sets and l eases p ayable
The Company and s ome subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution center s ; (ii) Ultragaz: points of sale and bottling base s ; (i ii ) Ultracargo: port areas and ( i v) Company: offices . The Company and s ome subsidiaries also have lease agreements relating to vehicles.
a. Right-of- u se a ssets
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions and remeasurement | Write-offs | Amortization | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|
| Cost: | ||||||
| Real estate | 7 | 41,923 | 5,978 | - | - | 47,901 |
| Vehicles | 3 | 2,591 | 522 | (253) | - | 2,860 |
| 44,514 | 6,500 | (253) | - | 50,761 | ||
| Accumulated amortization: | ||||||
| Real estate | (8,963) | - | - | (5,151) | (14,114) | |
| Vehicles | (489) | - | 88 | (942) | (1,343) | |
| (9,452) | - | 88 | (6,093) | (15,457) | ||
| Net amount | 35,062 | 6,500 | (165) | (6,093) | 35,304 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions and remeasurement | Write-offs | Assignment of contract (i) | Amortization | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Real estate | 7 | 5,799 | 1,123 | - | 35,001 | - | 41,923 |
| Vehicles | 3 | - | 2,762 | (171) | - | - | 2,591 |
| 5,799 | 3,885 | (171) | 35,001 | - | 44,514 | ||
| Accumulated amortization: | |||||||
| Real estate | - | - | ‐ | (4,762) | (4,201) | (8,963) | |
| Vehicles | - | - | - | - | (489) | (489) | |
| - | - | - | (4,762) | (4,690) | (9,452) | ||
| Net amount | 5,799 | 3,885 | (171) | 30,239 | (4,690) | 35,062 |
(i) Assignment of contract of the Company Ultragaz to Ultrapar due implantation of Shared Service Center (“SSC”).
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions and remeasurement | Write-offs | Transfer (i) | Effect of foreign currency exchange rate variation | Amortization | Reclassification to assets held for sale (ii) | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Real estate (iii) | 10 | 2,254,432 | 257,787 | (150,718) | - | 1,295 | - | (569,323) | 1,793,473 |
| Port area | 20 | 268,534 | 31,096 (*) | - | - | - | - | - | 299,630 |
| Vehicles | 4 | 139,843 | 26,589 | (9,315) | - | 103 | - | (11,047) | 146,173 |
| Equipment | 6 | 44,936 | 19,887 | (6,171) | - | 1,920 | - | (43,832) | 16,740 |
| Others | 20 | 27,846 | - | - | - | - | - | - | 27,846 |
| 2,735,591 | 335,359 | (166,204) | - | 3,318 | - | (624,202) | 2,283,862 | ||
| Accumulated amortization: | |||||||||
| Real estate | (481,975) | - | 76,954 | - | (530) | (283,882) | 199,963 | (489,470) | |
| Port area | (3,962) | - | - | (11,935) | - | (7,629) | - | (23,526) | |
| Vehicles | (63,091) | - | 7,032 | - | (54) | (48,146) | 5,392 | (98,867) | |
| Equipment | (19,619) | - | 6,483 | - | (897) | (17,637) | 29,836 | (1,834) | |
| Others | (16,658) | - | - | - | - | (2,212) | - | (18,870) | |
| (585,305) | - | 90,469 | (11,935) | (1,481) | (359,506) | 235,191 | (632,567) | ||
| Impairment | |||||||||
| Real estate | - | (38,957) | - | - | - | - | 38,957 | - | |
| - | (38,957) | - | - | - | - | 38,957 | - | ||
| Net amount | 2,150,286 | 296,402 | (75,735) | (11,935) | 1,837 | (359,506) | (350,054) | 1,651,295 |
| (i) | Refers to the amortization of right - of - use assets in the subsidiary Tequimar Vila do Conde Logística Portuária S.A. (“Tequimar Vila do Conde”) , which is being capitalized as Construction in progress , starting its operation in December 2021 . |
|---|---|
| (ii) | For further information, see Note 3.c.1. |
| (ii i ) | Includes lease contracts as presented in N ote 9 .a. |
(*) Includes balances of R$ 14,905 referring to initial direct costs of right-of-use assets.
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Notes to the Parent ’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions and remeasurement | Write-offs | Effect of foreign currency exchange rate variation | Amortization | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Real estate | 10 | 2,068,254 | 259,244 | (78,529) | 5,463 | - | 2,254,432 |
| Port area | 20 | 68,007 | 200,527 | ‐ | ‐ | - | 268,534 |
| Vehicles | 4 | 91,868 | 55,616 | (7,893) | 252 | - | 139,843 |
| Equipment | 6 | 31,822 | 7,833 | (572) | 5,853 | - | 44,936 |
| Others | 20 | 27,846 | ‐ | ‐ | ‐ | - | 27,846 |
| 2,287,797 | 523,220 | (86,994) | 11,568 | - | 2,735,591 | ||
| Accumulated amortization: | |||||||
| Real estate | (256,430) | - | 46,282 | (697) | (271,130) | (481,975) | |
| Port area | ‐ | - | ‐ | ‐ | (3,962) | (3,962) | |
| Vehicles | (27,492) | - | 5,509 | 232 | (41,340) | (63,091) | |
| Equipment | (7,600) | - | 572 | (1,996) | (10,595) | (19,619) | |
| Others | (15,363) | - | ‐ | ‐ | (1,295) | (16,658) | |
| (306,885) | - | 52,363 | (2,461) | (328,322) | (585,305) | ||
| Net amount | 1,980,912 | 523,220 | (34,631) | 9,107 | (328,322) | 2,150,286 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Lease s p ayable
The changes in leases payable are shown below:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2019 | 5,999 | 1,588,673 |
| Interest accrued | 2,865 | 144,655 |
| Payments | (6,256) | (360,787) |
| Additions and remeasurement | 3,885 | 484,121 |
| Write-offs | (171) | (35,381) |
| Effect of foreign currency exchange rate variation | ‐ | 12,007 |
| Assignment of contract (i) | 31,612 | ‐ |
| Balance as of December 31, 2020 | 37,934 | 1,833,288 |
| Interest accrued | 3,220 | 147,494 |
| Payments (ii) | (8,462) | (440,574) |
| Additions and remeasurement | 6,500 | 288,711 |
| Write-offs | (170) | (83,157) |
| Effect of foreign currency exchange rate variation | - | 16,264 |
| Reclassification to liabilities held for sale (iii) | - | (413,715) |
| Balance as of December 31, 2021 | 39,022 | 1,348,311 |
| Current | 6,129 | 188,832 |
| Non-current | 32,893 | 1,159,479 |
| (i) | Assignment of contract of the Company Ultragaz to Ultrapar. |
|---|---|
| (i i ) | Includes the amount of R$ 29,237 paid by subsidiary Tequimar Vila do Conde related to port concession grants. |
| (iii) | For further information. s ee N ote 3.c.1. |
The future disbursements (installments) assumed under leases contracts are presented below:
| 12/31/2021 — Parent | Consolidated | |
|---|---|---|
| Up to 1 year | 9,130 | 304,007 |
| From 1 to 2 years | 8,813 | 264,224 |
| From 2 to 3 years | 8,096 | 241,323 |
| From 3 to 4 years | 7,890 | 218,157 |
| From 4 to 5 years | 7,768 | 152,671 |
| More than 5 years | 10,096 | 965,220 |
| Total | 51,793 | 2,145,602 |
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).
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b.1. Discount rates
The weighted average discount rates for the lease contracts of the Company are :
| Contracts for maturity date and discount rate | |
|---|---|
| Maturity date of the contracts | Discount rates (% p.a.) |
| Up to 5 years | 6.92 |
| From 6 to 10 years | 7.12 |
| From 11 to 15 years | 7.35 |
| More than 15 years | 8.18 |
c. Lease contracts of low amount assets
Subsidiaries Cia. Ultragaz, Bahiana, I PP and Serma have operating lease contracts consider as being of low value, short term and variable payments for the use of factory and IT equipment ’ s, vehicles and real states . The subsidiaries have the option to purchase the assets referring to IT equipment at a price equal to the fair value on the date of option, and management does not intend to exercise such option. The future disbursements ( payments ), assumed as a result of these contracts amount approximately to:
| Up to 1 year | Between 1 and 5 years | Total | |
|---|---|---|---|
| 12/31/2021 | 124 | 994 | 1,118 |
| 12/31/2020 | 1,147 | 6,145 | 7,292 |
The amount of lease considered as of low value, short term and variable payments, recognized as an expense for the year ended as of December 3 1 , 2021 was R$ 13,524 (R$ 17,749 for the year ended as of December 3 1 , 2020 ).
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
d. Inflation effect
The effects of inflation for the year ended as of December 31, 2021 , are as follows:
| Right to use asset, net | Parent | Consolidated |
|---|---|---|
| Nominal base | 35,304 | 1,651,295 |
| Inflated base | 42,311 | 1,995,478 |
| 19.8% | 20.8% | |
| Lease liability | Parent | Consolidated |
| Nominal base | 39,022 | 1,348,311 |
| Inflated base | 46,028 | 1,692,494 |
| 18.0% | 25.5% | |
| Financial expense | Parent | Consolidated |
| Nominal base | 3,220 | 110,879 |
| Inflated base | 4,132 | 144,164 |
| 28.3% | 30.0% | |
| Amortization expense | Parent | Consolidated |
| Nominal base | 6,093 | 260,716 |
| Inflated base | 7,119 | 294,221 |
| 16.8% | 12.9% |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
15 . Property, p lant, and e quipment
Balances and changes in PP&E are as follows:
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions | Depreciation | Balance on 12/31/2021 | |
|---|---|---|---|---|---|
| Cost: | |||||
| Leasehold improvements | 1 | 2,194 | 9,888 | - | 12,082 |
| Machinery and equipment | 2 | 82 | 42 | - | 124 |
| Furniture and utensils | 1 | 502 | 1,810 | - | 2,312 |
| IT equipment | 5 | 13,293 | 20 | - | 13,313 |
| 16,071 | 11,760 | - | 27,831 | ||
| Accumulated depreciation: | |||||
| Leasehold improvements | (178) | - | (6,216) | (6,394) | |
| Machinery and equipment | (6) | - | (34) | (40) | |
| Furniture and utensils | (37) | - | (1,149) | (1,186) | |
| IT equipment | (1,522) | - | (2,683) | (4,205) | |
| (1,743) | - | (10,082) | (11,825) | ||
| Net amount | 14,328 | 11,760 | (10,082) | 16,006 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions | Depreciation | Transfer | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|
| Cost: | ||||||
| Leasehold improvements | 9 | - | 142 | - | 2,052 | 2,194 |
| Machinery and equipment | 10 | - | - | - | 82 | 82 |
| Furniture and utensils | 10 | - | 104 | - | 398 | 502 |
| Construction in progress | 2,532 | - | - | (2,532) | - | |
| IT equipment | 5 | - | 13,293 | - | - | 13,293 |
| 2,532 | 13,539 | - | - | 16,071 | ||
| Accumulated depreciation: | ||||||
| Leasehold improvements | - | - | (178) | - | (178) | |
| Machinery and equipment | - | - | (6) | - | (6) | |
| Furniture and utensils | - | - | (37) | - | (37) | |
| IT equipment | - | - | (1,522) | - | (1,522) | |
| - | - | (1,743) | - | (1,743) | ||
| Net amount | 2,532 | 13,539 | (1,743) | - | 14,328 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions | Depreciation | Transfer (i) (ii) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Reclassification to assets held for sale (iii) | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Land | 687,108 | 2,424 | - | - | (17,503) | 3,416 | (65,151) | 610,294 | |
| Buildings | 33 | 2,154,710 | 47,920 | - | 119,748 | (34,925) | 26,997 | (827,729) | 1,486,721 |
| Leasehold improvements | 10 | 1,222,822 | 21,944 | - | 136,206 | (31,587) | 30 | (293,236) | 1,056,179 |
| Machinery and equipment | 12 | 6,498,362 | 161,071 | - | 558,197 | (13,811) | 93,412 | (4,272,654) | 3,024,577 |
| Automotive fuel/lubricant distribution equipment and facilities | 13 | 3,169,320 | 88,112 | - | 33,794 | (45,640) | - | - | 3,245,586 |
| LPG tanks and bottles | 9 | 776,479 | 91,842 | - | 1,567 | (28,957) | - | - | 840,931 |
| Vehicles | 8 | 310,836 | 19,054 | - | 11,634 | (25,949) | 82 | (27,418) | 288,239 |
| Furniture and utensils | 8 | 316,712 | 33,644 | - | 2,277 | (14,614) | 1,296 | (171,223) | 168,092 |
| IT equipment | 5 | 444,844 | 28,350 | - | 901 | (11,998) | 705 | (132,427) | 330,375 |
| Construction in progress (ii) | 580,695 | 797,674 | - | (829,245) | (301) | 3,290 | (99,865) | 452,248 | |
| Advances to suppliers | 34,642 | 21,985 | - | (18,894) | - | - | (23,452) | 14,281 | |
| Imports in progress | 866 | 4,312 | - | (4,631) | - | 38 | (404) | 181 | |
| 16,197,396 | 1,318,332 | - | 11,554 | (225,285) | 129,266 | (5,913,559) | 11,517,704 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Balance on 12/31/2020 | Additions | Depreciation | Transfer (i) (ii) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Reclassification to assets held for sale (iii) | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|---|---|
| Accumulated depreciation: | ||||||||
| Buildings | (851,397) | - | (68,388) | (94) | 23,031 | (6,872) | 317,874 | (585,846) |
| Leasehold improvements | (689,161) | - | (81,976) | 81 | 27,519 | (37) | 170,021 | (573,553) |
| Machinery and equipment | (3,598,304) | - | (356,637) | - | 11,717 | (21,651) | 2,206,474 | (1,758,401) |
| Automotive fuel/lubricant distribution equipment and facilities | (1,906,953) | - | (178,110) | (311) | 34,841 | - | - | (2,050,533) |
| LPG tanks and bottles | (454,651) | - | (62,558) | - | 18,899 | - | - | (498,310) |
| Vehicles | (143,854) | - | (22,927) | 195 | 15,480 | (20) | 17,977 | (133,149) |
| Furniture and utensils | (191,713) | - | (23,594) | 24 | 14,443 | (817) | 89,369 | (112,288) |
| IT equipment | (352,256) | - | (35,614) | 317 | 11,489 | (435) | 106,965 | (269,534) |
| (8,188,289) | - | (829,804) | 212 | 157,419 | (29,832) | 2,908,680 | (5,981,614) | |
| Provision for losses: | ||||||||
| Land | (146) | - | - | - | - | - | - | (146) |
| Leasehold improvements | (61) | (43,666) | - | - | - | (3) | 43,712 | (18) |
| Machinery and equipment | (2,857) | (839) | - | - | 6 | (45) | 2,446 | (1,289) |
| Automotive fuel/lubricant distribution equipment and facilities | (73) | - | - | - | 27 | - | - | (46) |
| Vehicles | - | (160) | - | - | - | - | 160 | - |
| Furniture and utensils | - | (14,887) | - | - | - | - | 14,887 | - |
| IT equipment | - | (1,660) | - | - | - | - | 1,660 | - |
| Advances to suppliers | (110) | - | - | - | - | - | 110 | - |
| (3,247) | (61,212) | - | - | 33 | (48) | 62,975 | (1,499) | |
| Net amount | 8,005,860 | 1,257,120 | (829,804) | 11,766 | (67,833) | 99,386 | (2,941,904) | 5,534,591 |
| (i) | Refers to R $ 169 transferred to intangible assets. |
|---|---|
| (ii) | Includes R$ 11,935 transferred from right-of-use assets . |
| (iii) | For further information, see Note 3.c.1. |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions | Depreciation | Transfer (i) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|---|---|
| Cost: | ||||||||
| Land | 667,865 | 21,300 | - | 2,113 | (14,427) | 10,257 | 687,108 | |
| Buildings | 32 | 1,925,946 | 25,572 | - | 148,527 | (27,210) | 81,875 | 2,154,710 |
| Leasehold improvements | 9 | 1,121,528 | 28,374 | - | 89,559 | (16,954) | 315 | 1,222,822 |
| Machinery and equipment | 13 | 5,707,721 | 144,089 | - | 378,883 | (5,554) | 273,223 | 6,498,362 |
| Automotive fuel/lubricant distribution equipment and facilities | 13 | 2,991,472 | 90,279 | - | 133,963 | (46,394) | - | 3,169,320 |
| LPG tanks and bottles | 10 | 755,460 | 65,230 | - | 289 | (44,500) | - | 776,479 |
| Vehicles | 8 | 320,161 | 22,495 | - | 8,363 | (40,517) | 334 | 310,836 |
| Furniture and utensils | 9 | 295,604 | 13,985 | - | 6,775 | (3,694) | 4,042 | 316,712 |
| Construction in progress | 827,086 | 506,367 | - | (765,785) | (1,167) | 14,194 | 580,695 | |
| Advances to suppliers | 12,544 | 28,339 | - | (6,185) | (56) | - | 34,642 | |
| Imports in progress | 250 | 1,437 | - | (822) | - | 1 | 866 | |
| IT equipment | 5 | 412,809 | 32,134 | - | 539 | (2,827) | 2,189 | 444,844 |
| 15,038,446 | 979,601 | - | (3,781) | (203,300) | 386,430 | 16,197,396 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Balance on 12/31/2019 | Additions | Depreciation | Transfer (i) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation: | |||||||
| Buildings | (793,835) | - | (65,318) | 2,376 | 20,021 | (14,641) | (851,397) |
| Leasehold improvements | (614,379) | - | (80,995) | 49 | 6,252 | (88) | (689,161) |
| Machinery and equipment | (3,231,627) | - | (317,694) | 59 | 4,091 | (53,133) | (3,598,304) |
| Automotive fuel/lubricant distribution equipment and facilities | (1,766,878) | - | (176,404) | (6) | 36,335 | - | (1,906,953) |
| LPG tanks and bottles | (425,554) | - | (56,267) | (30) | 27,200 | - | (454,651) |
| Vehicles | (139,045) | - | (24,585) | 48 | 19,997 | (269) | (143,854) |
| Furniture and utensils | (171,475) | - | (21,060) | 7 | 2,988 | (2,173) | (191,713) |
| IT equipment | (318,063) | - | (35,080) | 122 | 2,676 | (1,911) | (352,256) |
| (7,460,856) | - | (777,403) | 2,625 | 119,560 | (72,215) | (8,188,289) | |
| Provision for losses: | |||||||
| Advances to suppliers | (110) | - | - | - | - | - | (110) |
| Land | (146) | - | - | - | - | - | (146) |
| Leasehold improvements | (1,599) | 910 | - | - | 639 | (11) | (61) |
| Machinery and equipment | (2,875) | - | - | - | 156 | (138) | (2,857) |
| Automotive fuel/lubricant distribution equipment and facilities | (98) | - | - | - | 25 | - | (73) |
| (4,828) | 910 | - | - | 820 | (149) | (3,247) | |
| Net amount | 7,572,762 | 980,511 | (777,403) | (1,156) | (82,920) | 314,066 | 8,005,860 |
(i) Refers to amounts transferred between items and to intangible assets.
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of industrial facilities, terminals, stores, service stations and distribution bases.
Advances to suppliers is related, basically, to manufacturing of assets for expansion of plants, terminals, stores, service stations and bases and acquisition of real estate.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in intangible assets are as follows :
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions | Amortization | Balance on 12/31/2021 | |
|---|---|---|---|---|---|
| Cost: | |||||
| Goodwill (a) | 246,163 | - | - | 246,163 | |
| Software (b) | 5 | 9,111 | 197 | - | 9,308 |
| 255,274 | 197 | - | 255,471 | ||
| Accumulated amortization: | |||||
| Software | (1,032) | - | (1,854) | (2,886) | |
| (1,032) | - | (1,854) | (2,886) | ||
| Net amount | 254,242 | 197 | (1,854) | 252,585 |
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(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions | Amortization | Balance on 12/31/2020 | |
|---|---|---|---|---|---|
| Cost: | |||||
| Goodwill (a) | 246,163 | - | - | 246,163 | |
| Software (b) | 5 | - | 9,111 | - | 9,111 |
| 246,163 | 9,111 | - | 255,274 | ||
| Accumulated amortization: | |||||
| Software | - | - | (1,032) | (1,032) | |
| - | - | (1,032) | (1,032) | ||
| Net amount | 246,163 | 9,111 | (1,032) | 254,242 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2020 | Additions | Amortization | Transfer (i) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Reclassification to assets held for sale (ii) | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Goodwill (a) | 1,525,088 | - | - | - | - | - | (706,992) | 818,096 | |
| Software (b) | 4 | 1,395,046 | 284,311 | - | 372 | (19,826) | 1,808 | (514,731) | 1,146,980 |
| Technology (c) | 32,617 | - | - | - | - | - | (32,617) | - | |
| Distribution rights | 12 | 133,599 | - | - | - | - | - | (19,006) | 114,593 |
| Brands (d) | 136,962 | - | - | - | - | 4,759 | (72,523) | 69,198 | |
| Trademark rights (d) | 39 | 114,792 | - | - | - | - | - | - | 114,792 |
| Others (e) | 10 | 50,698 | 1,678 | - | - | - | (76) | (51,879) | 421 |
| Decarbonization credits (f) | - | 176,837 | - | - | (176,837) | - | - | - | |
| 3,388,802 | 462,826 | - | 372 | (196,663) | 6,491 | (1,397,748) | 2,264,080 | ||
| Accumulated amortization: | |||||||||
| Software | (825,024) | - | (206,025) | (203) | 19,329 | (1,566) | 334,087 | (679,402) | |
| Technology | (32,617) | - | - | - | - | - | 32,617 | - | |
| Distribution rights | (113,326) | - | (3,093) | - | - | - | 15,392 | (101,027) | |
| Trademark rights | (9,056) | - | (2,937) | - | - | - | - | (11,993) | |
| Others | (32,844) | - | (167) | - | - | (2) | 32,611 | (402) | |
| (1,012,867) | - | (212,222) | (203) | 19,329 | (1,568) | 414,707 | (792,824) | ||
| Provision for losses and impairment: | |||||||||
| Goodwill (a) | (593,280) | (68,273) | - | - | - | - | 661,553 | - | |
| Distribution rights | - | (76,218) | - | - | - | - | 76,218 | - | |
| (593,280) | (144,491) | - | - | - | - | 737,771 | - | ||
| Net amount | 1,782,655 | 318,335 | (212,222) | 169 | (177,334) | 4,923 | (245,270) | 1,471,256 |
| (i) | Refers to amounts transferred from PP&E . |
|---|---|
| (ii) | For further information, see Note 3.c.1. |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2019 | Additions | Amortization | Transfer (i) | Write-offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2020 | |
|---|---|---|---|---|---|---|---|---|
| Cost: | ||||||||
| Goodwill (a) | 1,525,088 | - | - | - | - | - | 1,525,088 | |
| Software (b) | 4 | 1,210,529 | 184,027 | - | 993 | (6,633) | 6,130 | 1,395,046 |
| Technology (c) | 32,617 | - | - | - | - | - | 32,617 | |
| Commercial property rights | 7,934 | - | - | - | (7,934) | - | - | |
| Distribution rights | 10 | 133,599 | - | - | - | - | - | 133,599 |
| Brands (d) | 122,504 | - | - | - | - | 14,458 | 136,962 | |
| Trademark rights (d) | 39 | 114,792 | - | - | - | - | - | 114,792 |
| Others (e) | 10 | 44,900 | 1,040 | - | - | - | 4,758 | 50,698 |
| Decarbonization credits (f) | - | 125,345 | - | (1,058) | (124,287) | - | - | |
| 3,191,963 | 310,412 | - | (65) | (138,854) | 25,346 | 3,388,802 | ||
| Accumulated amortization: | ||||||||
| Software | (648,861) | - | (175,144) | - | 3,375 | (4,394) | (825,024) | |
| Technology | (32,616) | - | - | - | - | - | (32,616) | |
| Commercial property rights | (6,384) | - | (85) | - | 6,469 | - | - | |
| Distribution rights | (108,932) | - | (4,394) | - | - | - | (113,326) | |
| Trademark rights | (6,119) | - | (2,937) | - | - | - | (9,056) | |
| Others | (32,713) | - | (121) | - | - | (11) | (32,845) | |
| (835,625) | - | (182,681) | - | 9,844 | (4,405) | (1,012,867) | ||
| Provision for losses and impairment: | ||||||||
| Goodwill (a) | (593,280) | - | - | - | - | - | (593,280) | |
| Commercial property rights | (465) | - | - | - | 465 | - | - | |
| (593,745) | - | - | - | 465 | - | (593,280) | ||
| Net amount | 1,762,593 | 310,412 | (182,681) | (65) | (128,545) | 20,941 | 1,782,655 |
(i) Refers to amounts transferred to property, plant and equipment and prepaid expenses.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
a. Goodwill
The balance of the goodwill is tested annually for impairment and is represented by the following acquisitions :
| Segment | 12/31/2021 | 12/31/2020 | |
|---|---|---|---|
| Goodwill on the acquisition of: | |||
| Extrafarma | Extrafarma | 661,553 | 661,553 |
| Extrafarma – impairment (i) | Extrafarma | (661,553) | (593,280) |
| Extrafarma – net | Extrafarma | - | 68,273 |
| Ipiranga (ii) | Ipiranga | 276,724 | 276,724 |
| União Terminais | Ultracargo | 211,089 | 211,089 |
| Texaco | Ipiranga | 177,759 | 177,759 |
| Iconic (CBLSA) | Ipiranga | 69,807 | 69,807 |
| Oxiteno Uruguay (iii) | Oxiteno | - | 44,856 |
| Temmar | Ultracargo | 43,781 | 43,781 |
| DNP | Ipiranga | 24,736 | 24,736 |
| Repsol | Ultragaz | 13,403 | 13,403 |
| TEAS | Ultracargo | 797 | 797 |
| Others (iii) | Oxiteno | - | 583 |
| 818,096 | 931,808 |
| (i) | For further information, see Note 3. a . |
|---|---|
| (ii) | Including R$ 246,163 pre sented as goodwill at parent Company Ultrapar . |
| (iii) | For further information about reclassification, see Note 3.c.1. |
On December 31, 20 21 , the Company tested the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments , and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital , and discount rates. The assumptions about growth projections and future cash flows are based on the Company’s business plan of its operating segments , as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related. The main key-assumptions used by the Company to calculate the value in use are described below:
Period of evaluation : t he evaluation of the value in use is calculated for a period of five years (exce p t the Extrafarma segment ) , after which the Company calculate d the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a period of ten years was used due to a four-year period to maturity of new stores were considered .
Discount and real growth rates : o n December 31, 20 21 , t he discount and real growth rates used to extrapolate the projections ranged from 9.4 % to 10.5 % and from 0 % to 1 % p. a ., respectively, depending on the CGU analyzed.
Revenue from sales and services, costs and expenses, and gross margin considers the budget prepared for 202 2 and the long-term strategic plan prepared by management and approved by the Board of Directors.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Software
I ncludes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information , and other systems. Also include expenses related to software in progress in the amount of R$ 27,672 on December 3 1 , 202 1 ( R$ 13,684 on December 31, 20 20 - restated ) .
c. Technology
The subsidiaries Oxiteno S.A. and Oleoquímica recognize as technology certain rights of use held by them. Such licenses include the production of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates, solvents, fatty acids from vegetable oils, fatty alcohols, and specialty chemicals, which are products that are supplied to various industries. The balance in question was reclassified to assets of subsidiaries held for sale. For further details , see Note 3.b.
d. Brands and t rademark rights
Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil , acquired in the business combination , and Chevron and Texaco trademark rights .
e. Other intangible s
R efer s mainly to the loyalty program “ Clube Extrafarma ” reclassified to assets of subsidiaries held for sale. For further details, see N ote 3.a.
f. Decarbonization credits
Represent t he CBIO S acquired and recorded at acquisition cost. The amount in the “ write-offs ” column refers to CBIOS retired in the year , that can not be the object of future negotiation.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
17 . Loans , f inancing, d ebentures and h edge d erivative f inancial i nstruments
a. Composition
| Description | 12/31/2021 | 12/31/2020 | Index/ Currency | Weighted average financial charges 12/31/2021 – % p.a. | Maturity |
|---|---|---|---|---|---|
| Brazilian Reais: | |||||
| Debentures – 6th issuance (f.5) | 1,764,199 | 1,734,113 | DI | 105.3 | 2023 |
| Notes – Ultrapar (g.1) | - | 1,038,499 | R$ + DI | - | 2021 |
| Total | 1,764,199 | 2,772,612 | |||
| Current | 39,333 | 1,048,495 | |||
| Non-current | 1,724,866 | 1,724,117 |
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(In thousands of Brazilian Reais, unless otherwise stated)
| Description | 12/31/2021 | 12/31/2020 | Index/ Currency | Weighted average financial charges 12/31/2021 – % p.a. | Maturity |
|---|---|---|---|---|---|
| Foreign currency: | |||||
| Notes in the foreign market (b) (*) | 7,821,441 | 7,267,687 | US$ | 5.3 | 2026 to 2029 |
| Foreign loan (c.1) (*) | 735,438 | 1,047,644 | US$ | 4.0 | 2023 |
| Foreign loan (c.1) (*) | 275,936 | 261,284 | US$ + LIBOR (1) | 1.0 | 2022 |
| Financial institutions (d) | - | 154,783 | US$ | - | 2022 |
| Financial institutions (d) | - | 39,350 | MX$ (2) | - | 2021 |
| Financial institutions (d) | - | 312,200 | US$ + LIBOR (1) | - | 2021 |
| Advances on foreign exchange contracts | - | 105,579 | US$ | - | 2021 |
| Total foreign currency | 8,832,815 | 9,188,527 | |||
| Brazilian Reais: | |||||
| Debentures – CRA (f.2, f.4 and f.6) | 2,063,788 | 2,037,602 | DI | 95.8 | 2022 to 2023 |
| Debentures – 6ª issuance (f.5) | 1,764,199 | 1,734,113 | DI | 105.3 | 2023 |
| Debentures – CRA (f.2, f.4, f.6 and f.10) (*) | 1,940,237 | 1,000,824 | IPCA | 4.7 | 2024 to 2028 |
| Debentures – Ipiranga (f.1 and f.3) | 771,538 | 1,679,036 | DI | 105.0 | 2022 |
| Debentures – Ultracargo Logística and Tequimar Vila do Conde (f.8 and f.9) (*) | 466,061 | - | IPCA | 4.1 | 2028 |
| Banco do Brasil (e) | 204,813 | 407,420 | DI | 110.9 | 2022 |
| Debentures – Ultracargo Logística (f.7) (*) | 80,946 | 92,541 | R$ | 6.5 | 2024 |
| Bank Credit Bill | 51,179 | 50,692 | R$ + DI | 2.0 | 2022 |
| Financial institutions (d) | 4,564 | - | R$ | - | 2022 |
| FINEP | 326 | 29,803 | TJLP (3) | (1.5) | 2022 |
| Notes - Ultrapar (g.1) | - | 1,038,499 | R$ + DI | - | 2021 |
| Total in Brazilian Reais | 7,347,651 | 8,070,530 | |||
| Total foreign currency and Brazilian Reais | 16,180,466 | 17,259,057 | |||
| Currency and interest rate hedging instruments (**) | 197,177 | 117,159 | |||
| Total | 16,377,643 | 17,376,216 | |||
| Current | 2,866,051 | 3,255,944 | |||
| Non-current | 13,511,592 | 14,120,272 |
| (*) | These transactions were designated for hedge accounting (see Note 34.h). |
|---|---|
| (**) | Accumulated losses (see Note 34.i). |
| (1) | LIBOR = London Interbank Offered Rate. |
|---|---|
| (2) | MX$ = Mexican Peso. |
| (3) | TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On December 31, 2021, TJLP was fixed at 5.32 % p.a. |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The changes in loans, financing, debentures and hedge derivative financial instruments are shown below:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2019 | 1,752,081 | 14,392,722 |
| New loans and debentures with cash effect | 994,996 | 3,591,624 |
| Interest accrued | 94,323 | 757,161 |
| Principal payment | - | (2,795,002) |
| Interest payment | (68,788) | (740,853) |
| Monetary and exchange rate variation | - | 2,048,688 |
| Change in fair value | - | 34,702 |
| Hedge result | - | 87,174 |
| Balance as of December 31, 2020 | 2,772,612 | 17,376,216 |
| New loans and debentures with cash effect | - | 1,462,220 |
| Interest accrued | 94,458 | 801,102 |
| Principal payment | (1,000,000) | (2,922,214) |
| Interest payment | (102,871) | (749,043) |
| Monetary and exchange rate variation | - | 800,749 |
| Change in fair value | - | (229,657) |
| Hedge result | - | 80,018 |
| Reclassification to liabilities held for sale (i) | - | (241,748) |
| Balance as of December 31, 2021 | 1,764,199 | 16,377,643 |
(i) For further information, see Note 3.c.1.
The long-term consolidated debt had the following principal maturity schedule:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| From 1 to 2 years | 1,724,866 | (750) | 3,092,734 | 2,702,626 |
| From 2 to 3 years | - | 1,724,867 | 774,904 | 3,091,641 |
| From 3 to 4 years | - | - | 270,401 | 784,778 |
| From 4 to 5 years | - | - | 3,056,499 | 231,271 |
| More than 5 years | - | - | 6,317,054 | 7,309,956 |
| 1,724,866 | 1,724,117 | 13,511,592 | 14,120,272 |
The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 17.h.
The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 34.h).
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Notes in the foreign market
On October 6, 2016 the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750,000 (equivalent to R$ 4,185,375 as of December 31, 2021) in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% p.a., paid semiannually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for this transaction (see Notes 34.h.2 and 34.h.3).
On June 6, 2019 the subsidiary Ultrapar International issued US$ 500,000 (equivalent to R$ 2,790,250 as of December 31, 2021) in notes in the foreign market, maturing in June 2029, with interest rate of 5.25% p. a., paid semiannually. The issue price was 100% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for part of this transaction (see Note 34.h.3).
On June 21, 2019, the subsidiary Ultrapar International repurchased US$ 200,000 (equivalent to R$ 1,116,100 as of December 31, 2021) in notes in the foreign market maturing in October 2026.
On July 13, 2020 the subsidiary Ultrapar International made the reopening of notes in the foreign market issued in 2019, realizing new issuance in the amount of US$ 350,000 (equivalent to R$ 1,953,175 as of December 31, 2021) maturing in June 2029, to the coupon (interest) and yield of 5.25% per year, paid semiannually. The issue price was 99.994% of face value of the note. The notes were guaranteed by the Company and the subsidiary IPP.
As a result of the issuance of the notes in the foreign market the Company and its subsidiaries are required to perform certain obligations, including:
Restriction on sale of all or substantially all assets of the Company and subsidiaries Ultrapar International and IPP;
Restriction on encumbrance of assets exceeding US$ 150,000 (equivalent to R$ 837,075 as of December 31, 2021) or 15% of the amount of the consolidated tangible assets.
The Company and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.
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(In thousands of Brazilian Reais, unless otherwise stated)
c. Foreign l oans
c.1 . The subsidiary IPP has foreign loans in the amount of US$ 175,000 (equivalent to R$ 976,588 as of December 31, 2021). IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loans charges, on average, to 104.9% of DI. IPP designated these hedging instruments as a fair value hedge (see Note 34.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loans are secured by the Company.
The foreign loans have the maturity distributed as follows:
| Maturity | US$ | R$ | Cost in % of DI |
|---|---|---|---|
| Charges (1) | 6,234 | 34,786 | - |
| Jun/2022 | 50,000 | 279,025 | 105.0 |
| Sep/2023 | 60,000 | 334,830 | 105.0 |
| Sep/2023 | 65,000 | 362,733 | 104.8 |
| Total / average cost | 181,234 | 1,011,374 | 104.9 |
(1) Includes interest, transaction costs and mark to market.
d. Financial i nstitutions
In December 2021, the subsidiary Abastece Aí ended the year with a short-term liabilities in the amount of R$ 4,564.
The subsidiary Oxiteno México S.A de C.V has contracted loan of US$ 20,000 with maturity in April 2022. The other maturities of this item are represented by Oxiteno Uruguay with maturities between October 2021 and July 2022 and by Oxiteno USA, which has already been fully settled on its maturity in September 2021. As of December 31, 2021 the balances of R$ 163,478 were reclassified to liabilities held for sale.
e. Banco do Brasil
The subsidiary IPP has floating interest rate loans with Banco do Brasil in the amount of R$ 204,813 on December 31, 2021, of which R$ 1,646 in charges, intended for marketing, processing, or manufacturing of agricultural goods (ethanol) with maturity in May 2022.
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(In thousands of Brazilian Reais, unless otherwise stated)
f. Debentures
f . 1 In May 2016 the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:
| Face value unit: | R$ 1,000,000.00 |
|---|---|
| Final maturity: | May 25, 2021 |
| Payment of the face value: | Annual as from May 2019 |
| Interest: | 105.0% of DI |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
Subsidiary IPP paid in advance its fourth public issuance of debentures upon maturity.
f . 2 In April 2017 the subsidiary IPP carried out its fifth issuance of debentures, in two series, being one of 660,139 and another of 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.
The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
| Amount: | 660,139 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | April 18, 2022 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | 95.0% of DI |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
| Amount: | 352,361 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | April 15, 2024 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.68% |
| Payment of interest: | Annually |
| Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
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f . 3 In July 2017 the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
| Face value unit: | R$ 1,000.00 |
|---|---|
| Final maturity: | July 28, 2022 |
| Payment of the face value: | Annual as from July 2021 |
| Interest: | 105.0% of DI |
| Payment of interest: | Annually |
| Reprice: | Not applicable |
f . 4 In October 2017 the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077, in two series, being on of 730,384 and another of 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.
The debentures were later assigned and transferred to Vert Créditos Ltda., that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
| Amount: | 730,384 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | October 24, 2022 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | 95.0% of DI |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
| Amount: | 213,693 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | October 24, 2024 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.34% |
| Payment of interest: | Annually |
| Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
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f . 5 In March 2018 the Company made its sixth issuance of public debentures, in a single series of 1,725,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
| Face value unit: | R$ 1,000.00 |
|---|---|
| Final maturity: | March 5, 2023 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | 105.25% of DI |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
f .6 In December 2018 the subsidiary IPP carried out its eighth issuance of debentures in the amount of R$ 900,000, in two series, being one of 660,000 and another of 240,000, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose to bind the issuance of CRA. The financial settlement occurred on December 21, 2018. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
| Amount: | 660,000 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | December 18, 2023 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | 97.5% of DI |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
| Amount: | 240,000 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | December 15, 2025 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.61% |
| Payment of interest: | Annually |
| Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.1% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
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f .7 In November 2019 the subsidiary Ultracargo Logística made its first issuance of debentures, in a single series of 90,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
| Face value unit: | R$ 1,000.00 |
|---|---|
| Final maturity: | November 19, 2024 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | 6.47% |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
The subsidiary Ultracargo Logística contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Ultracargo Logística designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.
f.8 In March 2021 the subsidiary Tequimar Vila do Conde made its first issuance of debentures, in a single series of 360,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
| Face value unit: | R$ 1,000.00 |
|---|---|
| Final maturity: | March 15, 2028 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.04% |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
The subsidiary Tequimar Vila do Conde contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Tequimar Vila do Conde designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception with changes in fair value recognized in profit or loss.
f. 9 In March 2021 the subsidiary Ultracargo Logística made its second issuance of debentures, in a single series of 100,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
| Face value unit: | R$ 1,000.00 |
|---|---|
| Final maturity: | March 15, 2028 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.37% |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
The subsidiary Ultracargo Logística contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Ultracargo Logística designated these hedging instruments as fair value hedges therefore debentures and hedging instruments are both measured at fair value from inception with changes in fair value recognized in profit or loss.
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f.10 In September 2021, subsidiary IPP carried out its tenth issue of debentures in the total amount of R$ 960,000, in a single series of 960,000 simple, nonconvertible, registered, book-entry and unsecured debentures, privately placed by Vert Companhia Securitizadora. The funds were used exclusively for the purchase of ethanol by the subsidiary IPP. The debentures were subscribed for the purpose to bind the issuance of CRA. The financial settlement ocurred on September 16, 2021. The debentures have an additional guarantee from Ultrapar and the main characteristics are as follows:
| Amount: | 960,000 |
|---|---|
| Face value unit: | R$ 1,000.00 |
| Final maturity: | September 15, 2028 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | IPCA + 4.83% |
| Payment of interest: | Semiannually |
| Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to the IPCA to 102.75% of the DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2021):
| Maturity | 12/31/2021 |
|---|---|
| Charges (1) | (22,759) |
| Apr/2022 | 660,139 |
| Jul/2022 | 750,000 |
| Oct/2022 | 730,384 |
| Mar/2023 | 1,725,000 |
| Dec/2023 | 660,000 |
| Apr/2024 | 443,944 |
| Oct/2024 | 267,316 |
| Nov/2024 | 90,000 |
| Dec/2025 | 287,294 |
| Mar/2028 | 498,474 |
| Sep/2028 | 996,977 |
| Total | 7,086,769 |
(1) Includes interest, transaction cost and mark to market.
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g. Notes
g .1 In April 2020 the Company made its second public issuance of notes in a single series of 40 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:
| Face value unit: | R$ 25,000,000.00 |
|---|---|
| Final maturity: | April 6, 2021 |
| Payment of the face value: | Lump sum at final maturity |
| Interest: | DI + 3.10% |
| Payment of interest: | Lump sum at final maturity |
| Reprice: | Not applicable |
The Company paid in advance its second public issuance of notes on maturity.
h. Transaction costs
Transaction costs incurred in issuing debt were deducted from the value of the related financial instruments and are recognized as an expense according to the effective interest rate method as follows:
| Effective rate of transaction costs (% p.a.) | Balance on 12/31/2020 | Incurred cost | Amortization | Reclassification to liabilities held for sale (i) | Balance on 12/31/2021 | |
|---|---|---|---|---|---|---|
| Debentures (f) | 0.2 | 28,348 | 40,953 | (14,811) | - | 54,490 |
| Notes in the foreign market (b) | 0.1 | 37,112 | - | (4,890) | (4,204) | 28,018 |
| Notes (g) | 1,318 | - | (1,318) | - | - | |
| Banco do Brasil (e) | 0.1 | 332 | - | (256) | - | 76 |
| Total | 67,110 | 40,953 | (21,275) | (4,204) | 82,584 |
(i) See Note 3.c.1.
| Effective rate of transaction costs (% p.a.) | Balance on 12/31/2019 | Incurred cost | Amortization | Balance on 12/31/2020 | |
|---|---|---|---|---|---|
| Debentures (f) | 0.2 | 41,406 | - | (13,058) | 28,348 |
| Notes in the foreign market (b) | 0.1 | 28,114 | 13,263 | (4,265) | 37,112 |
| Notes (g) | 0.5 | - | 6,802 | (5,484) | 1,318 |
| Banco do Brasil (e) | 0.1 | 770 | - | (438) | 332 |
| Foreign loans (c) | 94 | - | (94) | - | |
| Others | 1,382 | - | (1,382) | - | |
| Total | 71,766 | 20,065 | (24,721) | 67,110 |
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The amount to be appropriated to profit or loss in the future is as follows:
| Up to 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|---|---|
| Debentures (f) | 15,060 | 11,129 | 6,990 | 6,075 | 5,886 | 9,350 | 54,490 |
| Notes in the foreign market (b) | 4,126 | 4,128 | 4,143 | 4,135 | 3,897 | 7,589 | 28,018 |
| Banco do Brasil (e) | 76 | - | - | - | - | - | 76 |
| Total | 19,262 | 15,257 | 11,133 | 10,210 | 9,783 | 16,939 | 82,584 |
i. Guarantees
The financings does not have guaranteed by collateral as of December 31, 2021 (R$ 75,251 as of December 31, 2020) and has guarantees and promissory notes in the amount of R$ 14,151,506 as of December 31, 2021 (R$ 13,758,033 as of December 31, 2020).
The Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 118,231 as of December 31, 2021 (R$ 129,139 as of December 31, 2020).
The subsidiary IPP issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing) as follows:
| IPP — 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Maximum amount of future payments related to these collaterals | 690,347 | 330,944 |
| Maturities of up to | 49 months | 46 months |
| Fair value of collaterals | 9,923 | 5,496 |
If the subsidiary IPP is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2021 the subsidiary IPP did not have losses in connection with these collaterals. The fair value of collaterals is recognized in current liabilities as “other payables”, which is recognized in the statement of profit or loss as customers settle their obligations with the financial institutions.
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18 . Trade p ayables
a. Trade payables
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Domestic suppliers | 26,882 | 16,870 | 3,010,912 | 2,306,398 |
| Domestic suppliers – related parties (see Note 9.a.2) | - | - | 1,422 | 5,102 |
| Foreign suppliers | - | - | 445,805 | 307,486 |
| Foreign suppliers - related parties (see Note 9.a.2) | - | - | 212,756 | 126,033 |
| 26,882 | 16,870 | 3,670,895 | 2,745,019 |
Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries. These suppliers control almost all the markets for these products in Brazil.
b. Trade payables – reverse factoring
| Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Domestic suppliers – reverse factoring | 1,948,033 | 1,021,424 |
| Domestic suppliers – reverse factoring - related parties (see Note 9.a.2) | 89,339 | 61,989 |
| Foreign suppliers – reverse factoring | 81,687 | 212,220 |
| 2,119,059 | 1,295,633 |
Some subsidiaries of the Company entered into agreements with a financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier and receives, on the maturity date the amount payable by the subsidiaries of the Company. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. These transactions are presented in operating activities in the statements of cash flow.
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Provisions on salaries | 9,671 | 7,886 | 136,938 | 195,286 |
| Profit sharing, bonus and premium | 28,061 | 27,779 | 132,390 | 184,306 |
| Social charges | 11,299 | 5,632 | 52,739 | 73,267 |
| Others | 6,446 | 1,103 | 8,036 | 15,771 |
| 55,477 | 42,400 | 330,103 | 468,630 |
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| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| ICMS | - | - | 146,598 | 180,522 |
| IPI | - | - | 4,163 | 8,952 |
| PIS and COFINS | 817 | 569 | 13,667 | 13,187 |
| ISS | 28 | 49 | 45,533 | 38,328 |
| Value-added tax (IVA) of foreign subsidiaries | - | - | - | 27,322 |
| Others | 251 | 194 | 19,215 | 17,703 |
| 1,096 | 812 | 229,176 | 286,014 |
a. ULTRAPREV - A ssociaçăo de P revidência C omplementar
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. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.3% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount, which will exhaust their respective accumulated fund over a period of 5 to 35 years. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
In May 2020 the Deliberative Council of Ultraprev approved the use of the reversion fund in the amount of R$ 47,088, and in May 2021 the additional use of R$ 3,706. The amount of R$ 27,451 was used to deduct the sponsors’ normal contributions and the amount of R$ 3,512 was reclassified to assets held for sale. The balance of R$ 19,831 as of December 31, 2021 will be used to deduct normal sponsor contributions in a period up to 92 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from contributions.
In As of December 31, 2021, the subsidiaries contributed to Ultraprev with R$ 16,368, including the use of the reversion fund of R$ 10,566 (R$ 17,186 including the use of the reversion fund of R$ 7,446 as of December 31, 2020), which is recognized as expense in the income statement. The total number of participating employees as of December 31, 2021 was 4,381 active participants and 387 retired participants. In addition Ultraprev had 23 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.
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b. Post-employment b enefits
The subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.
The amounts related to such benefits were determined based on a valuation conducted by an independent actuary and reviewed by management as of December 31, 2021.
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Health and dental care plan (1) | - | - | 159,867 | 200,318 |
| Indemnification of FGTS | 2,237 | 2,527 | 38,617 | 53,952 |
| Seniority bonus (2) | - | - | 5,570 | 16,336 |
| Life insurance (1) | - | - | 11,665 | 14,118 |
| Total | 2,237 | 2,527 | 215,719 | 284,724 |
| Current | 237 | - | 21,082 | 27,077 |
| Non-current | 2,000 | 2,527 | 194,637 | 257,647 |
| (1) | Only IPP, Tropical and Iconic. |
|---|---|
| (2) | In 2021, there was a change in the seniority bonus policy for retirement, with a reduction in the benefit (Ultragaz and Ipiranga). |
The change in the present value of the post-employment benefit obligation occurred as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Opening balance | 284,724 | 272,867 |
| Expense for the year of continuing operations | 15,585 | 11,622 |
| Expense (revenue) for the year of discontinued operations | 2,951 | (6,411) |
| (Gain) Losses from changes in actuarial assumptions | (58,954) | 24,822 |
| Benefits paid directly by Company and its subsidiaries | (18,400) | (18,969) |
| Exchange rates from post employment benefits | 217 | 793 |
| Reclassification to liabilities held for sale (i) | (10,404) | - |
| Ending balance | 215,719 | 284,724 |
(i) For further information see Note 3.c.1.
The total of expense in each year is presented below:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Restated | ||
| Health and dental care plan | 15,265 | 11,127 |
| Indemnification of FGTS | 4,409 | 6,199 |
| Seniority bonus | (4,886) | (6,821) |
| Life insurance | 797 | 1,117 |
| Total | 15,585 | 11,622 |
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(In thousands of Brazilian Reais, unless otherwise stated)
The main actuarial assumptions used are:
| Economic factors | 12/31/2021 | 12/31/2020 |
|---|---|---|
| % p.a. | % p.a. | |
| Discount rate for the actuarial obligation at present value | 8.93 | 8.22 |
| Average projected salary growth rate | 7.07 | 7.07 |
| Inflation rate (long term) | 3.25 | 3.25 |
| Growth rate of medical services | 7.38 | 7.38 |
Demographic factors
Mortality Table for the life insurance benefit – CSO-80
Mortality Table for other benefits – AT 2000 Basic decreased by 10%
Disabled Mortality Table – RRB 1983 and RRB-1944
Disability Table – Weak light
Sensitivity analysis
The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, wage and medical costs increases. The following sensitivity analyses on December 31, 2021, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.
| Assumption | Change in assumptions | Decrease in liability | Change in assumptions | Increase in liability |
|---|---|---|---|---|
| Discount rate | increase by 1.0 p.p. | 24,196 | decrease by 1.0 p.p. | 24,293 |
| Wage growth rate | decrease by 1.0 p.p. | 3,002 | increase by 1.0 p.p. | 2,258 |
| Medical services growth rate | decrease by 1.0 p.p. | 19,218 | increase by 1.0 p.p. | 23,522 |
The sensitivity analyses presented may not represent the real change in the post-employment benefits obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.
Inherent risks related to post-employment benefits
Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.
Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.
Medical costs growth risk: the present value of the liability is calculated using as reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.
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The provision corresponds to the legal obligation to remove the subsidiary IPP’s underground fuel tanks located at by Ipiranga-branded service stations after a certain use period (see Note 2.o).
Changes in the provision for asset retirement obligation are as follows:
| Balance as of December 31, 2019 | 51,242 |
|---|---|
| Additions (new tanks) | 163 |
| Expenditure with tanks removed | (4,306) |
| Accretion expense | 6,336 |
| Balance as of December 31, 2020 | 53,435 |
| Additions (new tanks) | 451 |
| Expenditure with tanks removed | (2,773) |
| Accretion expense | 5,598 |
| Balance as of December 31, 2021 | 56,711 |
| Current | 4,632 |
| Non-current | 52,079 |
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23 . Provisions and contingencies (Consolidated)
a. Provisions for tax, civil, and labor risks
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management based on the opinion of the Company’s legal department and its external legal advisors.
The table below demonstrates the breakdown of provisions by nature and its movement:
| Provisions | Balance on 12/31/2020 | Additions | Reversals | Payments | Interest | Reclassification to liabilities held for sale (i) | Balance on 12/31/2021 |
|---|---|---|---|---|---|---|---|
| IRPJ and CSLL (a.1.1) | 547,862 | - | (6,966) | - | 11,276 | - | 552,172 |
| ICMS (c) | 108,568 | 58,839 | (83,536) | - | 284 | - | 84,155 |
| Civil, environmental and regulatory claims (a.2.1) | 57,772 | 87,066 | (9,702) | (8,116) | 724 | (18,983) | 108,761 |
| Labor litigation (a.3.1) | 90,675 | 42,826 | (4,432) | (17,068) | 2,620 | (19,161) | 95,460 |
| Others | 93,168 | 63 | (1,457) | - | 704 | (841) | 91,637 |
| Total | 898,045 | 188,794 | (106,093) | (25,184) | 15,608 | (38,985) | 932,185 |
| Current | 43,660 | 119,942 | |||||
| Non-current | 854,385 | 812,243 |
(i) For further information see Note 3.c.1.
Some of the provisions above involve in whole or in part, escrow deposits.
Balances of escrow deposits are as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Tax matters | 731,326 | 789,624 |
| Labor litigation | 48,147 | 57,603 |
| Civil and others | 91,788 | 102,569 |
| Total | 871,261 | 949,796 |
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(In thousands of Brazilian Reais, unless otherwise stated)
a.1 Provisions 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$ 534,830 as of December 31, 2021 (R$ 523,136 as of December 31, 2020). On July 18, 2014 a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.
a.2 Provisions for c ivil, e nvironmental and r egulatory c laims
a.2.1 The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 108,761 as of December 31, 2021 (R$ 57,772 as of December 31, 2020). The increase seen during the year is due to the risk classification due to unfavorable decisions in several lawsuits received by the subsidiary Ipiranga.
a.3 Provisions for labor matters
a.3.1 The Company and its subsidiaries maintain provisions of R$ 95,460 as of December 31, 2021 (R$ 90,675 as of December 31, 2020) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights. The increase seen during the year is due to the risk classification due to unfavorable decisions in several lawsuits received by the subsidiary Ipiranga.
b. Contingent l iabilities
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose loss is assessed as possible (proceedings whose chance of loss is more than 25% and less or equal than 50%) by the Company and its subsidiaries’ legal departments, based on the opinion of its external legal advisors and, based on these assessments, these claims were not recognized in the financial statements. The estimated amount of this contingency is R$ 3,310,603 as of December 31, 2021 (R$ 3,236,982 as of December 31, 2020).
b.1 Contingent l iabilities for t ax m atters and s ocial s ecurity
The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 2,292,465 as of December 31, 2021 (R$ 2,419,000 as of December 31, 2020), mainly represented by:
b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 178,422 as of December 31, 2021 (R$ 176,390 as of December 31, 2020).
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b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings, was R$ 1,303,383 as of December 31, 2021 (R$ 958.134 as of December 31, 2020). Such proceedings arise mostly of the disregard of ICMS credits amounting to R$ 209,611 as of December 31, 2021 (R$ 300,707 as of December 31, 2020), of which R$ 15,532 (R$ 92,687 as of December 31, 2020) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 106,590 as of December 31, 2021 (R$ 98,157 as of December 31, 2020); of conditioned fruition of fiscal incentive in the amount of R$ 174,039 as of December 31, 2021 (R$ 119,894 as of December 31, 2020); of inventory differences in the amount of R$ 295,163 as of December 31, 2021 (R$ 269,581 as of December 31, 2020); and of fiscal equilibrium fund required by States to fruition tax benefits in the amount of R$ 59,128 and a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 219,218.
b.1. 3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total amount is R$ 578,097 as of December 31, 2021 (R$ 709,338 as of December 31, 2020), mainly represented by:
b.1. 3 .1 The subsidiary IPP received a tax assessment related to the IRPJ and CSLL resulting from the supposedly undue amortization of the goodwill paid on acquisition of a subsidiary, in the amount of R$ 218,589 as of December 31, 2021 (R$ 212,350 as of December 31, 2020), which includes the amount of the income taxes, interest and penalty.
b.2 Contingent l iabilities for c ivil, e nvironmental and r egulatory c laims
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 771,695 as of December 31, 2021 (R$ 561,713 as of December 31, 2020), mainly represented by:
b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 34,162 as of December 31, 2021 (R$ 33,895 as of December 31, 2020). 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 the amount of R$ 233,426 (R$ 186,381 on December 31, 2020) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.
b.2.3 The subsidiary IPP became party to an administrative proceeding filed by CADE, related to allegations of anti-competitive practices in the Distrito Federal which was established in June 2020, arising from a preliminary investigation started in 2009. IPP has already presented its defense and the proceeding is in the evidentiary stage. In 2019 and 2020, IPP received two fines in the amount of R$ 40,693 and R$ 8,187, for allegedly influencing uniform commercial conduct among fuel resellers around the city of Belo Horizonte, state of Minas Gerais and in Joinville, Santa Catarina. The IPP submitted both decisions to judicial review and in both cases decisions were issued suspending the enforceability of fines due to the judicial guarantees presented. External lawyers classify the likelihood of loss as remote in these cases.
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b.2. 4 On November 29, 2016 a technical opinion was issued by the Operational Support Center for Execution (Centro de Apoio Operacional à Execução – CAEX), a technical body linked to the São Paulo State Public Prosecutor (“MPE”), presenting a proposal of compensation for the alleged environmental damages caused by the fire on April 2 nd , 2015 at the Santos Terminal of the subsidiary Ultracargo Logística. This technical opinion is non-binding, with no condemnatory or sanctioning nature, and will still be evaluated by the authorities and parties. The subsidiary disagrees with the methodology and the assumptions adopted in the proposal and is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”), since the beginning of the investigation and currently there is no civil lawsuit filed on the matter. The negotiations relate to in natura repair of the any damages. Thus, on May 15, 2019, the subsidiary Ultracargo Logística signed a Partial Conduct Adjustment Commitment Agreement (“TAC”) in the amount of R$ 67,539 with the MPE and MPF to compensate for diffuse and collective damages of any kind arising from the fish mortality and the damage caused to the ichthyofauna. The negotiation on compensation for other alleged damages are still ongoing and once concluded, the payments related to the project costs may affect the future Company’s financial statements.
In the criminal sphere, the MPF denounced the subsidiary Ultracargo Logística, which was summoned and replied to the complaint on June 19, 2018. On September 12, 2019, at a hearing in the federal court of Santos, the MPF and Ultracargo Logística agreed, and the judicial authority approved, the conditional suspension of the criminal proceedings for a period of 2 years, when Ultracargo Logística shall then prove compliance with the execution of the Partial TAC signed, with the obligation of a complementary allocation of R$ 13,000 to TAC and the Fisheries Management Project, to obtain the definitive filing of the process. On February 4, 2021, the subsidiary paid the remaining balance referring to the TAC, without pending and/or additional financial obligation arising from such commitment assumed. In addition, as of December 31, 2021, there are contingent liabilities not recognized related to lawsuits in the amount of R$ 2,022 (R$ 4,428 as of December 31, 2020). Between December 31, 2020 and December 31, 2021, there were not extrajudicial claims.
b.3 Contingent l iabilities for l abor m atters
The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 246,443 as of December 31, 2021 (R$ 256,269 as of December 31, 2020).
c. Lubricants operation between IPP and Chevron
In the process of transaction of the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 4.c of Financial Statements filed on CVM February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The liability provisions of the Chevron shareholder in the amount of R$ 19,724 (R$ 101,663 as of December 31, 2020) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017 due contingent liabilities, amounted to R$ 101,267 as of December 31, 2021 (R$ 102,777 as of December 31, 2020. The amounts of provisions of Chevron's liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnity asset was hereby constituted in the same amount, without the need to establish a provision for uncollectible amounts.
Part of the provision of the Chevron related to the ICMS tax assessment (R$ 81,060), for the period from July 1996 to December 1997, was definitively extinguished through the payment
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made by the Chevron in the tax amnesty program, established by the Agreement ICMS/RJ No. 51/2020 (Decree/RJ No. 47,332/2020 and State Law of RJ No. 9,041/2020) on April 16, 2021.
The value of the provision of the Chevron in the amount of R$ 19,724, refers to: (i) R$ 17,231 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,207 labor claims and (iii) R$ 285 civil, regulatory and environmental claims.
24 . Deferred r evenue (Consolidated)
The subsidiaries of the Company have recognized the following deferred revenue:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| ‘am/pm’ and Jet Oil franchising upfront fee (a) | 420 | 814 |
| Loyalty program “Km de Vantagens” (b) | 5,205 | 15,424 |
| Loyalty program “Clube Extrafarma” (b) | - | 2,044 |
| Total current | 5,625 | 18,282 |
a. Franchising u pfront f ee
am/pm is the convenience stores chain of the Ipiranga service stations and on December 31, 2021 had 8 stores with initial deferred franchising upfront fee as the requirements for recognition in income have not yet been met (20 stores as of December 31, 2020). In 2021, 90 stores were opened in total (58 stores opened in 2020).
Jet Oil is the network specialized in oil changes and automotive services at Ipiranga gas stations and as of December 31, 2021, it had 8 stores opened with initial deferred franchise upfront fee as the requirements for recognition in income have not yet been met (4 stores as of December 31, 2020). In 2021, 45 stores were opened in total (45 stores opened in 2020).
For more information on the deferred income from the initial franchise fee see Note 2.a.
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b. Loyalty p rogram s
The loyalty program called KM de Vantagens (www.kmdevantagens.com.br ) under which registered customers are rewarded with points when they buy products in several partners, including the Ipiranga’s service station, was transferred to Abastece aí (www.abasteceai.com.br). The subsidiary IPP remains a partner in the program, offering cashback to its customers based on the limits negotiated under the terms of the partnership, where, after the customer meet the requirements for the right to the benefit, Abastece aí immediately credits the amount to the customer's virtual wallet and charges IPP, which reimburses Abastece aí and recognizes the same amount as reduction in sales. At the end of each year, the subsidiary IPP assesses the points available to its customers with the potential to become cashback in future years and recognizes such probability as deferred income.
Subsidiary Extrafarma has a loyalty program called Clube Extrafarma ( www.club e extra farma .com.br ) under which registered customers are rewarded with points when they buy products at its drugstore chain. The customers may exchange these points, during the period of six months, for discounts in products at its drugstore chain, recharge credit on a mobile phone, and prizes offered by partners Multiplus Fidelidade and Ipiranga, through Km de Vantagens. Points received by Extrafarma’s customers are recognized as a reduction of revenue from sales and services. On December 31, 2021, the balance in the amount of R$ 927 was reclassified to a liability held for sale.
Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of these points. For more information on deferred revenue from loyalty program, see Note 2.a.
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25 . Subscription w arrants – i ndemnification
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification could be issued, corresponding to up to 6,411,244 shares of the Company. The subscription warrants – indemnification may be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends while they are not converted into shares.
On February 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2020, the Company’s Board of Directors confirmed, the issuance of, respectively, 2,108,542, 86,978, 70,939 and 31,032 common shares within the authorized capital limit provided by the art. 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014.
In the association agreement between the Company and Extrafarma on January 31, 2014 and due to the unfavorable decisions of some processes with triggering events prior to January 31, 2014, 578,538 shares linked to the subscription warrants – indemnification were canceled and not issued. On December 31, 2021, 3,527,934 shares were retained linked to subscription warrants – indemnification which will be issued or canceled according as the final decision of the processes are favorable or unfavorable, respectively, being this the maximum number of shares that can be issued in the future, totaling R$ 51,296 (R$ 86,439 as of December 31, 2020).
a. Share c apital
On December 31, 2021 the subscribed and paid-in capital stock consists of 1,115,107,683 (1,115,005,712 as of December 31, 2020) common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
The price of the outstanding shares as of December 31, 2021, on B3 was R$ 14.54 (R$ 23.74 as of December 31, 2020).
On February 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2021, the Board of Directors confirmed the issuance of 2,108,542, 86,978, 70,939 and 31,032 common shares, respectively, with the same rights attributed to the other shares of the Company already issued, due to the partial exercise of the rights conferred by the subscription warrants – indemnification into shares by the Company in the merger of Extrafarma shares. For more information on the changes in share capital, see Note 25.
As of December 31, 2021 there were 50,374,275 common shares outstanding abroad in the form of ADRs (47,413,094 shares as of December 31, 2020).
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b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 9.c).
c. Treasury s hares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, issued on February 14, 1980 and 268, issued on November 13, 1997.
As of December 31, 2021, 23,756,393 common shares (24,739,626 as of December 31, 2020) were held in the Company's treasury, acquired at an average cost of R$ 18.13.
d. Capital r eserve
The capital reserve reflects the gain on the transfer of shares at market price used in the Deferred Stock Plan granted to executives of the subsidiaries of the Company, as mentioned in Note 9.c.
Because of Extrafarma’s association in 2014 the Company recognized an increase in the capital reserves in the amount of R$ 498,812, due to the difference between the value attributable to share capital and the market value of the Ultrapar shares on the date of issuance, deducted by R$ 2,260 related to the incurred costs directly attributable to issuing new shares. Additionally, on February 19, 2020, August 12, 2020, February 24, 2021 and August 11, 2021, there was an increase in the reserve in the amount of R$ 53,072, R$ 1,691, R$ 1,371 and R$ 448, respectively, due to the partial exercise of the subscription warrants – indemnification (see note 25).
e. Revaluation r eserve
The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS) instituted by Law 11,638/07, reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.
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f. Profit r eserves
f.1 Legal r eserve
Under Brazilian Corporate Law, the Company is required to allocate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of share capital. As of December 31, 2021, the legal reserve totaled R$ 791,083 (R$ 750,010 as of December 31, 2020). This reserve may be used to increase capital or to absorb losses but may not be distributed as dividends.
f. 2 Investments r eserve
In compliance with Article 194 of the Brazilian Corporate Law and Article 54.b) of the Bylaws this reserve is aimed to protect the integrity of the Company’s assets and to supplement its capital stock, in order to allow new investments to be made. As provided in its Bylaws, the Company may allocate up to 50% of the annual net income, after deducting the legal reserve, to the investments reserve, up to the limit of 100% of the share capital.
The investments reserve is free of distribution restrictions and totaled R$ 4,073,876 as of December 31, 2021 (R$ 3,658,265 as of December 31, 2020).
g. Other comprehensive income
g.1 Valuation a djustments
| (i) | Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “valuation adjustments”. Gains and losses are reclassified to initial cost of non-financial assets recognized in statements of profit or loss at the moment of paid off of the hedge instrument. |
|---|---|
| (ii) | The differences between the fair value of financial investments measured at fair value through other comprehensive income and the initial amount of financial investments plus the earned income and the foreign currency exchange variation are recognized in equity as valuation adjustments. Gains and losses are reclassified to statements of profit or loss when the financial investment is paid off. |
| (iii) | Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the title “valuation adjustments”. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods. |
| (iv) | The Company also recognizes in this item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders. |
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Balance and changes in valuation adjustments of the Company are as follows:
| Fair value of cash flow hedging instruments (i) | Fair value of financial instruments (ii) | Actuarial (loss) gain of post-employment benefits (iii) | Non-controlling shareholders interest change (iv) | Total | |
|---|---|---|---|---|---|
| Balance as of December 31, 2019 | (296,132) | 205 | (47,759) | 197,369 | (146,317) |
| Changes in fair value of financial instruments | (477,570) | 64 | ‐ | ‐ | (477,506) |
| IRPJ and CSLL on fair value | 164,425 | ‐ | ‐ | ‐ | 164,425 |
| Actuarial loss of post-employment benefits | ‐ | ‐ | (7,725) | ‐ | (7,725) |
| Income and social contribution taxes on actuarial losses | ‐ | ‐ | 2,133 | - | 2,133 |
| Balance as of December 31, 2020 | (609,277) | 269 | (53,351) | 197,369 | (464,990) |
| Changes in fair value of financial instruments | 12,036 | (672) | - | - | 11,364 |
| IRPJ and CSLL on fair value | (4,060) | - | - | - | (4,060) |
| Actuarial gain of post-employment benefits of subsidiaries, net | - | - | 49,550 | - | 49,550 |
| IRPJ and CSLL on actuarial gains | - | - | (14,002) | - | (14,002) |
| Balance as of December 31, 2021 | (601,301) | (403) | (17,803) | 197,369 | (422,138) |
g.2 Cumulative t ranslation a djustments
The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have functional currency other than the presentation currency of the Company and an independent management (see Note 2.t.1) and the exchange rate variation on notes in the foreign market, net of income taxes (see Note 34.h.3) is directly recognized in the equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.
Balance and changes in cumulative translation adjustments of the Company are as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Initial balance | 231,596 | 102,427 |
| Currency translation adjustment of foreign subsidiaries | 97,113 | 202,277 |
| Effect of foreign currency exchange rate variation on financial instruments | (36,461) | (110,770) |
| IRPJ and CSLL on foreign currency exchange rate variation on financial instruments | 12,397 | 37,662 |
| Final balance | 304,645 | 231,596 |
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(In thousands of Brazilian Reais, unless otherwise stated)
h. Dividends and a llocation of n et i ncome
The shareholders of the Company are entitled under the Bylaws to a minimum annual dividend of 50% of adjusted net income, after allocation of 5% to the legal reserve, calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in equity until the Shareholders approve them. The proposed dividends payable that refers of the exercise of 2020, the amount of which on as of December 31, 2020 totaled R$ 479,748 (R$ 0.44 – forty-four cents of Brazilian Real per share), were approved by the Board of Directors on February 24, 2021, and were paid from March 12, 2021. On August 11, 2021, the interim dividends were approved in the amount of R$ 218,074 (R$ 0.20 – twenty cents per share), paid on August, 2021.The proposed dividends payable that refers of the exercise of 2021, the amount of which on as of December 31, 2021 totaled R$ 185,896 (R$ 0,17 – seventeen cents of Brazilian Real per share), were approved by the Board of Directors on February 22, 2022, and will be paid from March 11, 2022 onwards.
The management proposal for the allocation of net income for 2021 and for distribution of dividends is as follow:
| 12/31/2021 | |
|---|---|
| Allocation of net income | |
| Net income for the year attributable to shareholders of Ultrapar | 850,463 |
| Legal reserve (5% of the net income) | 42,523 |
| Adjusted net income (basis for dividends) | 807,940 |
| Minimum mandatory dividends for the year (50% of the adjusted net income) | 403,970 |
| Total of distribution | 403,970 |
| Interim dividends (R$ 0.20 per share of the Company) | (218,074) |
| Balance of proposed dividends (R$ 0.17 per share) | 185,896 |
| Allocation of dividends | |
| Minimum mandatory dividends for the year (50% of the adjusted net income) | 185,896 |
| Balance of proposed dividends (R$ 0.17 per share) | 185,896 |
| Allocation of net income | |
| Legal reserve (5% of the net income) | 42,523 |
| Minimum mandatory dividends for the year (50% of the adjusted net income) | 403,970 |
| Statutory reserve | 403,970 |
| Total distribution of net income for the year attributable to shareholders of Ultrapar | 850,4 63 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in dividends payable are as follows:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2020 | 439,094 | 442,133 |
| Provisions | 459,363 | 478,366 |
| Prescribed dividends | (10,487) | (11,816) |
| Payments | (694,406) | (705,753) |
| Reclassification to liabilities of subsidiaries held for sale | - | (70) |
| Balance as of December 31, 2021 | 193,564 | 202,860 |
27 . Net r evenue from s ale and s ervices (Consolidated)
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Restated(i) | ||
| Gross revenue from sale: | ||
| Merchandise | 113,679,771 | 78,571,971 |
| Gross revenue from services | 997,114 | 884,570 |
| Discounts and sales returns | (1,351,464) | (1,812,144) |
| Amortization of contractual assets with customers (see Note 12) | (282,521) | (289,436) |
| Deferred revenue | 10,614 | 9,814 |
| 113,053,514 | 77,364,775 | |
| Sales taxes | (3,320,672) | (3,306,719) |
| Net revenue | 109,732,842 | 74,058,056 |
(i) For further details, see Note 3.c.3.
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(In thousands of Brazilian Reais, unless otherwise stated)
The Company presents its costs and expenses by function in the consolidated statement of profit or loss and presents below its expenses by nature:
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Restated | ||||
| Raw materials and materials for use and consumption | - | ‐ | 104,233,143 | 68,851,960 |
| Personnel expenses | 175,933 | 153,338 | 1,575,066 | 1,414,567 |
| Freight and storage | - | - | 899,188 | 1,073,971 |
| Depreciation and amortization | 11,936 | 2,775 | 653,118 | 595,531 |
| Amortization of right-of-use assets | 6,093 | 4,690 | 260,716 | 242,670 |
| Advertising and marketing | 16 | 312 | 106,352 | 143,694 |
| Services provided by third parties | 104,039 | 40,030 | 399,904 | 184,532 |
| Other expenses | 21,296 | 19,885 | 101,819 | 139,379 |
| Allocation of SSC/Holding expenses | (294,386) | (221,030) | - | - |
| Total | 24,927 | - | 108,229,306 | 72,646,304 |
| Classified as: | ||||
| Cost of products and services sold | - | - | 104,827,966 | 70,056,447 |
| Selling and marketing | - | - | 1,934,789 | 1,595,871 |
| General and administrative | 24,927 | - | 1,466,551 | 993,986 |
| Total | 24,927 | - | 108,229,306 | 72,646,304 |
The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E , and intangible asset. In 2021 the gain was R$ 184,189 (gain of R$ 85 , 455 in 2020 – restated ), represented primarily from sale of Conectcar and o f PP&E.
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3 0 . Other o perating i ncome, n et (Consolidated)
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Restated | ||
| Other operating income, net: | ||
| Commercial partnerships (1) | 25,511 | 19,469 |
| Merchandising (2) | 33,144 | 25,703 |
| Extraordinary tax credits (3) | 213,183 | 136,561 |
| Property rental (4) | 26,026 | 24,825 |
| Revenue from miscellaneous services (administrative, commercial and IT services) | 96,742 | 91,726 |
| Contractual fine and gas voucher | 10,332 | 9,685 |
| Others | 40,898 | 13,416 |
| 445,836 | 321,385 | |
| Other operating expenses, net: | ||
| Property rental (4) | (116,744) | (92,117) |
| Taxes on other operating income (5) | (23,416) | (24,929) |
| Fines for tax infractions | (3,702) | (5,692) |
| Decarbonization obligation (6) | (161,281) | (124,287) |
| Others | (44,527) | (10,326) |
| (349,670) | (257,351) | |
| Other operating income, net | 96,166 | 64,034 |
| (1) | Refers to contracts with service providers and suppliers , which establish trade agreements for convenience stores and gas stations. |
|---|---|
| (2) | Refers to contracts with suppliers of convenience stores , which establish, among other agreements, promotional campaigns. |
| (3) | Refers substantially to PIS and COFINS credits (see Note 8 .a. 3 ) , registered on calendar year 2021 . |
| (4) | Refers to Ipiranga’s income and e xpenses with property rentals and sublease , especially for establishment of own gas stations, linked to contractual requirements for the preservation of the b rand. |
| (5) | Refers substantially to ICMS, ISS, PIS and COFINS. |
| (6) | Refers to the obligation adopted by the RenovaBio to set decarbonization targets for its sector. |
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31 . Financ e i ncome (Expense)
| Parent — 12/31/2021 | 12/31/2020 | Consolidated — 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Restated (i) | ||||
| Finance income: | ||||
| Interest on financial investments | 34,690 | 42,749 | 101,326 | 93,667 |
| Interest from customers | - | - | 109,999 | 132,155 |
| Changes in subscription warrants – indemnification (see Note 25) | 33,180 | - | 33,180 | - |
| Selic interest on extraordinary PIS/COFINS credits (see Note 8.a.3) | - | - | 201,795 | 121,565 |
| Other finance income | 444 | 273 | 13,854 | 10,279 |
| 68,314 | 43,022 | 460,154 | 357,666 | |
| Finance expenses: | ||||
| Interest on loans | (14,801) | (43,503) | (410,430) | (337,324) |
| Interest on debentures | (80,241) | (53,960) | (306,539) | (321,656) |
| Interest on leases payable | (3,220) | (4,238) | (110,878) | (109,318) |
| Bank charges, financial transactions tax, and other charges | (1,430) | (1,853) | (70,801) | (46,878) |
| Exchange variation, net of gains and losses with derivative financial instruments | - | - | (239,106) | (58,944) |
| Changes in subscription warranty – indemnification (see Note 25) | - | (17,353) | - | (17,353) |
| Interest of provisions and other expenses | - | - | (85,132) | (16,541) |
| (99,692) | (120,907) | (1,222,886) | (908,014) | |
| Finance income (expense) | (31,378) | (77,885) | (762,732) | (550,348) |
(i) For further details, see Note 3.c.3.
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3 2. Earnings per s hare (Parent and Consolidated)
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a deferred stock plan and subscription warrants – indemnification , as mentioned in Notes 9 .c and 25 , respectively.
| 12/31/2021 — Continuing operations | Discontinued operations (i) | Total | 12/31/2020 - Restated (ii) — Continuing operations | Discontinued operations (i) | Total | |
|---|---|---|---|---|---|---|
| Basic earnings per share | ||||||
| Net income for the year of the Company | 785,199 | 65,264 | 850,463 | 612,750 | 280,633 | 893,383 |
| Weighted average shares outstanding (in thousands) | 1,090,500 | 1,090,500 | 1,090,500 | 1,089,414 | 1,089,414 | 1,089,414 |
| Basic earnings per share – R$ | 0.7200 | 0.0598 | 0.7799 | 0.5625 | 0.2576 | 0.8201 |
| Diluted earnings per share | ||||||
| Net income for the year of the Company | 785,199 | 65,264 | 850,463 | 612,750 | 280,633 | 893,383 |
| Weighted average shares outstanding (in thousands), including dilution effects | 1,096,962 | 1,096,962 | 1,096,962 | 1,095,842 | 1,095,842 | 1,095,842 |
| Diluted earnings per share – R$ | 0.7158 | 0.0595 | 0.7753 | 0.5592 | 0.2561 | 0.8152 |
| Weighted average shares outstanding (in thousands) | ||||||
| Weighted average shares outstanding for basic per share | 1,090,500 | 1,089,414 | ||||
| Dilution effect | ||||||
| Subscription warrants – indemnification | 3,548 | 3,570 | ||||
| Deferred stock plan | 2,914 | 2,858 | ||||
| Weighted average shares outstanding for diluted per share | 1,096,962 | 1,095,842 |
| (i) | For further details, s ee N ot e 3.c.2 . |
|---|---|
| (ii) | For further details, s ee N ot e 3.c.3 . |
Earnings per share were adjusted retrospectively by the issu anc e of 2,297,491 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in note 25 .
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3 3. Segment i nformation
The Company operates six main business segments: gas distribution, fuel distribution, chemicals, (presented as discontinued operations), storage , drugstores (presented as discontinued operations) and digital payments . The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles , and lubricants and related activities throughout all the Brazilian territory. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil . The digital payments segment (Abastece aí) offers digital payments services, combining the “abastece aí” app and the loyalty program “Km de Vantagens” . The segments shown in the f inancial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.
The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are raw materials used in the home and personal care, agrochemical, paints, varnishes, and other industries. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the North, Northeast and Southeast regions of the country. Both have their information by segment presented in Note 3.c.2, discontinued operations.
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(In thousands of Brazilian Reais, unless otherwise stated)
a. Financial information related to segments
The main financial information of each of the continuing operations Company’s segments are stated as follows . For discontinued operations see note 3.c.2.
| Income | 12/31/2021 — Ipiranga | Ultragaz | Ultracargo | Abastece aí | Subtotal | Others (1) (2) | Elimination | Total |
|---|---|---|---|---|---|---|---|---|
| Transactions with third parties | 99,382,547 | 9,740,657 | 518,762 | 84,733 | 109,726,699 | 6,143 | - | 109,732,842 |
| Intersegment transactions | 70 | 4,002 | 194,334 | - | 198,406 | 16,309 | (214,715) | - |
| Cost of products and services sold | (96,110,408) | (8,626,340) | (285,406) | - | (105,022,154) | 70 | 194,118 | (104,827,966) |
| Gross profit | 3,272,209 | 1,118,319 | 427,690 | 84,733 | 4,902,951 | 22,522 | (20,597) | 4,904,876 |
| Operating income (expenses) | ||||||||
| Selling and marketing | (1,409,350) | (438,697) | (9,213) | (71,345) | (1,928,605) | (6,184) | - | (1,934,789) |
| Loss allowance (reversion) for expected credit losses | 23,536 | (20,482) | 69 | - | 3,123 | - | - | 3,123 |
| General and administrative | (846,441) | (202,002) | (127,117) | (113,544) | (1,289,104) | (198,044) | 20,597 | (1,466,551) |
| Gain (loss) on disposal of property, plant and equipment and intangibles | 183,862 | 2,138 | (1,754) | (9) | 184,237 | (48) | - | 184,189 |
| Other operating income, net | 74,574 | 10,976 | 3,876 | 5,159 | 94,585 | 1,581 | - | 96,166 |
| Operating income (loss) | 1,298,390 | 470,252 | 293,551 | (95,006) | 1,967,187 | (180,173) | - | 1,787,014 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (859) | (104) | 602 | - | (361) | (17,273) | - | (17,634) |
| Operating income before finance income (expenses) and income and social contribution taxes | 1,297,531 | 470,148 | 294,153 | (95,006) | 1,966,826 | (197,446) | - | 1,769,380 |
| Depreciation of PP&E and amortization of intangible assets charges | 325,942 | 211,014 | 76,421 | 14,365 | 627,742 | 25,376 | - | 653,118 |
| Amortization of contractual assets with customers – exclusive rights | 280,975 | 1,546 | - | - | 282,521 | - | - | 282,521 |
| Amortization of right-of-use assets | 182,245 | 46,579 | 25,440 | 267 | 254,531 | 6,185 | - | 260,716 |
| Total of depreciation and amortization | 789,162 | 259,139 | 101,861 | 14,632 | 1,164,794 | 31,561 | - | 1,196,355 |
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| Income | 31/12/2020 - Restated — Ipiranga | Ultragaz | Ultracargo | Abastece aí | Subtotal Segments | Others (1) (2) | Elimination | Total |
|---|---|---|---|---|---|---|---|---|
| Transactions with third parties | 66,132,828 | 7,403,632 | 504,725 | 17,223 | 74,058,408 | (352) | - | 74,058,056 |
| Intersegment transactions | 207 | 4,710 | 139,452 | - | 144,369 | 48,677 | (193,046) | - |
| Cost of products and services sold | (63,609,871) | (6,310,157) | (270,010) | - | (70,190,038) | 207 | 133,384 | (70,056,447) |
| Gross profit | 2,523,164 | 1,098,185 | 374,167 | 17,223 | 4,012,739 | 48,532 | (59,662) | 4,001,609 |
| Operating income (expenses) | ||||||||
| Selling and marketing | (1,164,779) | (404,776) | (7,278) | (13,945) | (1,590,778) | (5,093) | - | (1,595,871) |
| Loss allowance (reversion) for expected credit losses | 2,863 | (18,514) | 370 | - | (15,281) | - | - | (15,281) |
| General and administrative | (568,963) | (196,883) | (122,965) | (33,164) | (921,975) | (131,673) | 59,662 | (993,986) |
| Gain (loss) on disposal of property, plant and equipment and intangibles | 78,952 | 7,936 | (1,433) | - | 85,455 | - | - | 85,455 |
| Other operating income, net | 44,195 | 8,265 | 8,898 | 920 | 62,278 | 1,756 | - | 64,034 |
| Operating income (loss) | 915,432 | 494,213 | 251,759 | (28,966) | 1,632,438 | (86,478) | - | 1,545,960 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (932) | (53) | 392 | - | (593) | (43,438) | - | (44,031) |
| Operating income before finance income (expenses) and income and social contribution taxes | 914,500 | 494,160 | 252,151 | (28,966) | 1,631,845 | (129,916) | - | 1,501,929 |
| Depreciation of PP&E and amortization of intangible assets charges | 314,511 | 192,241 | 65,838 | 4,053 | 576,643 | 18,888 | - | 595,531 |
| Amortization of contractual assets with customers – exclusive rights | 287,800 | 1,636 | - | - | 289,436 | - | - | 289,436 |
| Amortization of right-of-use assets | 177,039 | 41,015 | 19,482 | 40 | 237,576 | 5,094 | - | 242,670 |
| Total of depreciation and amortization | 779,350 | 234,892 | 85,320 | 4,093 | 1,103,655 | 23,982 | - | 1,127,637 |
| ( 1) | Includes in the line “General and administrative” and revenue on disposal of PP&E and intangibles the amount of R$ 154,640 in 2021 (R $ 87,363 in 2020) of expenses related to Ultrapar's holding structure, including the Presidency, Financial Board, Legal Board, Board of Directors and Fiscal Council, Risk, Compliance and Audit Board and Sustainability Board. |
|---|---|
| (2) | The “Others” column consists of financial income and expenses, income tax and social contribution of the segments, the parent company Ultrapar and the subsidiaries Serma , Imaven Imóveis Ltda . (“ Imaven ”) , Ultrapar International, UVC Investimentos , UVC - Fundo de investimento and equity of joint ventures of ConectCar , until September 30, 2021 and RPR. |
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| Cash flow | 12/31/2021 — Ipiranga | Ultragaz | Ultracargo | Abastece aí | Subtotal Segments | Others (3) | Elimination | Total |
|---|---|---|---|---|---|---|---|---|
| Acquisition of intangible assets | 156,498 | 30,150 | 15,819 | 34,824 | 237,291 | 197 | - | 237,488 |
| Payments of contractual assets with customers – exclusive rights | 420,261 | - | - | - | 420,261 | - | - | 420,261 |
| Decarbonization credits (see Note 16) | 176,837 | - | - | - | 176,837 | - | - | 176,837 |
| Cash flow | 31/12/2020 - Restated — Ipiranga | Ultragaz | Ultracargo | Abastece aí | Subtotal Segments | Others (3) | Elimination | Total |
|---|---|---|---|---|---|---|---|---|
| Acquisition of intangible assets | 85,337 | 32,613 | 5,596 | 10,285 | 133,831 | 20,703 | - | 154,534 |
| Payments of contractual assets with customers – exclusive rights | 351,233 | 4,812 | - | - | 356,045 | - | - | 356,045 |
| Decarbonization credits (see Note 16) | 125,345 | - | - | - | 125,345 | - | - | 125,345 |
| Assets | 12/31/2021 — Ipiranga | Ultragaz | Ultracargo | Abastece aí | Subtotal Segments | Others (3) | Assets from subsidiaries held for sale | Total |
|---|---|---|---|---|---|---|---|---|
| Assets | 12/31/2020 — Ipiranga | Ultragaz | Oxiteno | Ultracargo | Extrafarma | Abastece aí | Subtotal Segments | Others (3) | Elimination | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Total assets (excluding intersegment transactions) | 18,761,207 | 2,927,061 | 8,892,850 | 2,197,675 | 1,845,038 | 85,787 | 34,709,618 | 1,540,544 | - | 36,250,162 |
(3) The “Others” column comprises the parent company Ultrapar (including goodwill from certain acquisitions) and the subsidiaries Serma, Imaven, Ultrapar International, UVC Investimentos and UVC - Fundo de investimento .
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| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Restated | ||
| Income before financial result, income and social contribution taxes | 1,769,380 | 1,501,929 |
| Financial result, net | (762,732) | (550,348) |
| Income before income and social contribution taxes | 1,006,648 | 951,581 |
| Additions to PP&E and intangible assets (excluding intersegment account balances): | ||
| Ultragaz | 367,021 | 309,083 |
| Ipiranga | 550,874 | 338,848 |
| Ultracargo | 316,873 | 218,898 |
| Abastece aí | 35,460 | 15,434 |
| 1,270,228 | 882,263 | |
| Others (1) | 6,143 | 32,437 |
| Total additions to PP&E and intangible assets, excluding decarbonization credits (see Notes 15 and 16) | 1,276,371 | 914,700 |
| Asset retirement obligation – fuel tanks (see Note 22) | (451) | (163) |
| Capitalized borrowing costs | (10,013) | (9,385) |
| Total investments in PP&E and intangible assets (cash flow) | 1,265,907 | 905,152 |
| Addition on contractual assets with customers – exclusive rights (see Note 12): | ||
| Ipiranga | 689,986 | 543,382 |
| Ultragaz | - | 5,703 |
| Total | 689,986 | 549,085 |
(1) The “Others” column comprises the parent company Ultrapar (including goodwill from certain acquisitions) and the subsidiaries Serma, Imaven, Ultrapar International, UVC Investimentos and UVC – Fundo de investimento .
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b . Geographic a rea i nformation
The right-of-use assets, PP&E and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno’ plants abroad, which were reclassified to assets of subsidiaries held for sale on December 31, 202 1, for further details see N ote 3.b, as shown below:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| United States of America | - | 1,152,876 |
| Mexico | - | 163,042 |
| Uruguay | - | 90,347 |
| - | 1,406,265 |
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products to foreign customers, as disclosed below:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Restated (i) | ||
| Net revenue from sale and services: | ||
| Brazil | 109,598,146 | 73,941,162 |
| Other Latin American countries | 69,523 | 45,356 |
| United States of America and Canada | 35,279 | 29,935 |
| Europe | 18,876 | 34,460 |
| Others | 11,018 | 7,143 |
| Total | 109,732,842 | 74,058,056 |
(i) For further information s ee N ote 3.c.3 .
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34 . Risks and f inancial i nstruments (Consolidated)
a. Risk m anagement and f inancial i nstruments – g overnance
The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.
The Company has a policy for the management of resources, financial instruments , and risks approved by its C ompany’s Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks ( currencies, interest rates and commodities) , liquidity and credit. The g overnance of the management of financial risks follows the segregation of duties below:
The execution of the Policy has done by corporate financial board, through its treasury department, with the assistance of the accounting, legal and tax departments.
The monitoring of compliance of the Policy and possible issues is the responsibility of the Risk and Investment Committee, (“Committee”), which is composed of CFO, Treasury Director, Controller and other directors designated by the CFO and which meet quarte r ly . The monthly monitoring of Policy standards is responsibility of the CFO .
Approval of the Policy and the periodic assessment of Company exposure to financial risks are subject to the approval of the C ompany’s Board of Directors of Ultrapar.
The Audit and Risks Committee advises the C ompany’s Board of Directors in the assessment of controls, management and exposure of financial risks and revision of Policy. The Risk, Compliance and Audit board monitors of standards compliance of the Policy and reports to the Audit and Risks Committee the risks exposure and compliance or noncompliance of the Policy.
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(In thousands of Brazilian Reais, unless otherwise stated)
b. Currency r isk
Most transactions of the Company , through its subsidiaries , are located in Brazil and therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the changes in assets and liabilities in foreign currency.
The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts , and disbursements in foreign currency and net investment s in foreign operation s . Hedge is used in order to reduce the effects of changes in exchange rates on the Company´s income and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts , and disbursements in foreign currenc ies to which they are related.
Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais:
b.1 Assets and l iabilities in f oreign c urrencies
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Assets in foreign currency | ||
| Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) | 122,242 | 1,413,276 |
| Foreign trade receivables, net of loss allowance for expected credit losses and advances to foreign customers | 1,324 | 307,829 |
| Other assets | 186,548 | 1,767,626 |
| Asset exposure from subsidiaries held for sale | 3,839,194 | - |
| 4,149,308 | 3,488,731 | |
| Liabilities in foreign currency | ||
| Financing in foreign currency, gross of transaction costs and discount | (8,860,833) | (9,246,707) |
| Payables arising from imports, net of advances to foreign suppliers | (649,107) | (633,013) |
| Liabilities exposure from subsidiaries held for sale | (884,402) | - |
| (10,394,342) | (9,879,720) | |
| Foreign currency hedging instruments | 2,933,572 | 4,837,554 |
| Foreign currency hedging instruments from subsidiaries held for sale | 1,786,471 | - |
| Net liability position – total | (1,524,991) | (1,553,435) |
| Net (liability) asset position – income statement effect | (498,604) | 186,306 |
| Net liability position – equity effect from subsidiaries held for sale | (1,026,387) | (1,739,741) |
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(In thousands of Brazilian Reais, unless otherwise stated)
b.2 Sensitivity a nalysis of a ssets and l iabilities in f oreign c urrency
For the base s cenario , future market curves as of December 31, 2021 were used applied on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement , impacted by the average U.S. dollar of R$ 5.6514 on December 31,2021.
The table below shows the effect s of exchange rate changes o n the net liability position of R $ 1,524, 991 in foreign currency as of December 3 1 , 20 2 1 :
| Risk | Scenario | |
|---|---|---|
| Base | ||
| Income statement effect | Real devaluation | (25,230) |
| Net effect | (25,230) | |
| Income statement effect | Real appreciation | 25,230 |
| Net effect | 25,230 |
c. Interest r ate r isk
The Company and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 5 . Borrowings primarily relate to financing from Banco do Bra s il, as well as debentures and borrowings in foreign currency, as shown in Note 17 .
The Company attempts to maintain most of its financial interest assets and liabilities at floating rates.
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(In thousands of Brazilian Reais, unless otherwise stated)
c.1 Assets and liabilities exposed to floating interest rates
T he financial assets and liabilities exposed to floating interest rates are demonstrated below:
| Note | 12/31/2021 | 12/31/2020 | |
|---|---|---|---|
| DI | |||
| Cash equivalents | 5.a | 1,943,164 | 2,241,852 |
| Financial investments | 5.b | 1,607,608 | 3,749,852 |
| Loans and debentures | 17.a | (4,855,517) | (6,947,362) |
| Liability position of foreign exchange hedging instruments – DI | 34.g | (2,283,625) | (2,124,146) |
| Liability position of fixed interest instruments + IPCA – DI | 34.g | (2,364,583) | (2,203,705) |
| Net liability position in DI | (5,952,953) | (5,283,509) | |
| TJLP | |||
| Loans – TJLP | 17.a | (326) | (29,803) |
| Net liability position in TJLP | (326) | (29,803) | |
| LIBOR | |||
| Asset position of foreign exchange hedging instruments – LIBOR | 34.g | 279,047 | 260,958 |
| Loans – LIBOR | 17.a | (275,936) | (573,484) |
| Net liability position in LIBOR | 3,111 | (312,526) | |
| Total net liability position exposed to floating interest | (5,950,168) | (5,625,838) |
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(In thousands of Brazilian Reais, unless otherwise stated)
c. 2 Sensitivity a nalysis of f loating i nterest r ate r isk
For sensitivity analysis of floating interest rate risk , in December 31, 2021 the Company used the market curves of the reference indexes (DI, TJLP, LIBOR and SELIC) as a base scenario.
The tables below show the incremental expenses and income that would be recognized in financ e 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.
| Risk | 12/31/2021 — Scenario | |
|---|---|---|
| Base | ||
| Exposure of interest rate risk | ||
| Interest effect on cash equivalents and financial | Increase in DI | 153,160 |
| Interest effect on debt in DI | Increase in DI | (360,652) |
| Interest rate hedging instruments (liabilities in DI) effect | Increase in DI | (221,157) |
| Incremental expenses | (428,649) | |
| Interest effect on debt in TJLP | Increase in TJLP | (7) |
| Incremental expenses | (7) | |
| Foreign exchange hedging instruments (assets in LIBOR) effect | Increase in LIBOR | 11 |
| Interest effect on debt in LIBOR | Increase in LIBOR | (94) |
| Incremental expenses | (83) |
d. Credit r isks
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 5 ) , and trade receivables (see Note 6 ) .
d.1 Credit risk of financial institutions
Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit review of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments , and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterpart ies .
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(In thousands of Brazilian Reais, unless otherwise stated)
d.2 Government credit risk
The Company's policy allows investments in government securities from countries classified as investment grade AAA or a aa by specialized credit rating agencies (S&P, Moody’s and Fitch) and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.
The credit risk of financial institution and government of cash, cash equivalents and financial investments is summarized below:
| Counterparty credit rating | Fair value — 12/31/2021 | 12/31/2020 |
|---|---|---|
| AAA | 3,606,000 | 8,190,428 |
| AA | 740,879 | 317,894 |
| A | 116,594 | 163,838 |
| Total | 4,463,473 | 8,672,160 |
d.3 Customer credit risk
The credit policy establishes the analysis of the profile of each new customer , individually , regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, f inancial statements , credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.
In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are natural or legal clients, whether they are wholesalers, resellers or final customers, considering also the geographic area.
The expected of credit loss es are calculated by the expected loss ap p roach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off . The probability of default calculation takes into account a credit risk score for each exposure , based on data considered to be capable of fores eeing the risk of loss (external classifications, audited f inancial statements , cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.
Such credit risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.
The subsidiaries of the Company request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees don’t influence in the calculation of risk of loss.
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Notes to the Parent ’s Separate and Consolidated Financial statements
(In thousands of Brazilian Reais, unless otherwise stated)
The subsidiaries of the Company maintained the following loss allowance for expected credit losses balances on trade receivables:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Ipiranga | 422,542 | 447,389 |
| Ultragaz | 135,565 | 113,621 |
| Oxiteno (*) | - | 16,430 |
| Extrafarma (*) | - | 73 |
| Ultracargo | 1,526 | 1,594 |
| Total | 559,633 | 579,107 |
(*) On December 31, 2021 the balances were reclassified to assets of subsidiaries held for sale.
The table below presents information about credit risk exposure , resulting from the additions of the balances of trade receivables and reseller financing:
| 12/31/2021 — Weighted average rate of losses | Accounting balance | Provision for losses | 12/31/2020 — Weighted average rate of losses | Accounting balance | Provision for losses | |
|---|---|---|---|---|---|---|
| Current | 0.6% | 3,901,536 | 23,476 | 1.2% | 3,751,067 | 44,091 |
| less than 30 days | 7.3% | 109,284 | 8,005 | 2.2% | 134,836 | 2,939 |
| 31-60 days | 20.4% | 57,545 | 11,746 | 8.2% | 43,207 | 3,563 |
| 61-90 days | 23.0% | 39,177 | 9,016 | 10.9% | 42,589 | 4,630 |
| 91-180 days | 49.1% | 50,588 | 24,818 | 36.8% | 76,158 | 28,062 |
| more than 180 days | 57.5% | 838,532 | 482,572 | 55.7% | 890,756 | 495,822 |
| 4,996,662 | 559,633 | 4,938,613 | 579,107 |
The information about loss allowance for expected credit losses balances by geographic area are as follows:
| 12/31/2021 | 12/31/2020 | |
|---|---|---|
| Brazil | 559,532 | 568,461 |
| United States of America and Canada | 3 | 1,146 |
| Other Latin America countries | 15 | 271 |
| Europe | 66 | 9,120 |
| Others | 17 | 109 |
| 559,633 | 579,107 |
For more information about the allowance for loss allowance for expected credit losses , see Notes 6 .a and 6 .b.
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(In thousands of Brazilian Reais, unless otherwise stated)
d.4 Price risk
The Company and its subsidiaries are exposed to commodity price risk, due the fluctuation in prices for diesel and gasoline , among others . These products are traded on the stock exchange and are subject ed to the impacts of macroeconomic and geopolitical factors outside the control of the Company and its subsidiaries.
To mitigate th e risk of the fluctuation of diesel and gasoline prices , the Company and its subsidiaries permanently monitor the market, seeking to protect ion of price movements through hedge transactions for cargo purchased in the international market , used contracts of derivative for heating oil (diesel) and RBOB (gas oline ) traded on the stock exchange .
The table below shows the positions of derivative financial instruments to hedge commodity price risk at December 3 1 , 202 1 :
| Derivative | Contract — Position | Product | Maturity | Notional amount (m 3 ) — 12/31/2021 | 12/31/2020 | Notional amount (USD thousands) — 12/31/2021 | 12/31/2020 | Fair value (R$ thousands) — 12/31/2021 | 12/31/2020 |
|---|---|---|---|---|---|---|---|---|---|
| Term | Sold | Heating Oil | jan-22 | 167,255 | 108,429 | 103,148 | 42,399 | 2,269 | (563) |
| Term | Sold | RBOB | jan-22 | 29,413 | - | 17,112 | - | (967) | - |
| 1,302 | (563) |
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(In thousands of Brazilian Reais, unless otherwise stated)
e. Liquidity r isk
The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents , and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt , and payment of dividends.
The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly , through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases , or through a combination of these methods.
The Company and its subsidiaries believe to have sufficient working capital and sources of financing to meet their current needs . T he gross indebtedness due over the next twelve months total ed R $ 3, 605,377 , including estimated interests on loans (for quantitative information, see Note 17 .a ) . Furthermore, the investments realized in 20 2 1 total ed R$ 1,8 83 , 839 . On December 3 1 , 20 2 1, the Company and its subsidiaries had R$ 4,084,196 in cash, cash equivalents , and short-term financial investments (for quantitative information, see Note 5 ).
The table below presents a summary of financial liabilities as of December 3 1 , 20 2 1 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts may be different from the amounts disclosed on the balance sheet.
| Financial liabilities | Total | Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years |
|---|---|---|---|---|---|
| Loans including future contractual interest (1) (2) | 19,825,386 | 3,605,377 | 5,081,235 | 4,237,708 | 6,901,066 |
| Currency and interest rate hedging instruments (3) | 747,861 | 214,846 | 272,208 | 169,274 | 91,533 |
| Trade payables | 5,789,954 | 5,789,954 | - | - | - |
| Leases payable | 2,145,602 | 304,007 | 505,547 | 370,828 | 965,220 |
| (1) | To calculate the estimated interest on loans some macroeconomic assumptions were used, including averag ing for the period the following : (i) DI of 11.74 % to 202 2 and 10.32 % to 202 3 ; (ii) exchange rate of the R eal against the U.S. dollar of R$ 5.75 in 2022, R$ 5.45 in 2023, R$ 5.10 in 2024 and R$ 4.90 as from 2025 ; (iii) TJLP of 6.08 % ; ( i v) IPCA of 5.11 % in 202 2 , 3.32 % in 202 3 , 3.1% in 2024 and 3.0% as from 2025 . (source: B3 , Bulletin Focus and financial institutions) . |
|---|---|
| (2) | Includes estimated interest payments on short-term and long-term loans until the payment date. |
| (3) | The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures curve s of DI x Pre and DI x IPCA contract s quoted on B3 on December 3 1 , 202 1 and on the futures curve of LIBOR ( ICE – Intercontinental Exchange ) and commodities heating oil contracts quoted on New York Mercantile Exchange (“NYMEX”) on December 3 1 , 202 1 . In the table above, only the hedging instruments with negative result s at the time of settlement were considered. |
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(In thousands of Brazilian Reais, unless otherwise stated)
f. Capital m anagement
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage , and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents , and financial investments (see Note 5 ) and loans, including debentures (see Note 17 ). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
g. Selection and u se of f inancial i nstruments
In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.
The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, S waps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.
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(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the position of hedging instruments entered by the Company and its subsidiaries:
Designated as hedge accounting
| Product | Hedged object | Rates agreement | Maturity | Note | Notional amount 1 | Fair value | |||
|---|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 12/31/2021 | 12/31/2020 | 12/31/2021 | 12/31/2020 | ||||
| Foreign exchange swap | Debt | USD + 4.65 % | 104.87% DI | sep-23 | 34.h.1 | USD 125,000 | USD 185,000 | 212,510 | 298,889 |
| Foreign exchange swap | Debt | USD + LIBOR-3M + 1.14% | 105.00% DI | jun-22 | 34.h.1 | USD 50,000 | USD 50,000 | 109,332 | 94,782 |
| Interest rate swap | Debt | 4.59% + IPCA | 102.00% DI | sep-28 | 34.h.1 | R$ 2,266,054 | R$ 806,054 | 166,468 | 203,837 |
| Interest rate swap | Debt | 6.47% | 99.94% DI | nov-24 | 34.h.1 | R$ 90,000 | R$ 90,000 | (9,044) | 3,498 |
| Term | Firm commitments | BRL | Heating Oil | jan-22 | 34.h.1 | USD 120,260 | USD 42,399 | 1,302 | (563) |
| NDF | Firm commitments | BRL | USD | jan-22 | 34.h.1 | USD 68,361 | USD 23,124 | 5,702 | (733) |
| 486,270 | 599,710 |
Not designated as hedge accounting
| Product | Hedged object | Rates agreement | Maturity | Notional amount 1 | Fair value | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 12/31/2021 | 12/31/2020 | 12/31/2021 | 12/31/2020 | |||
| Foreign exchange swap | Debt | USD + 0.18% | 55.5% DI | - | - | USD 320,000 | - | 519,260 |
| NDF | Firm commitments | USD | BRL | jun-22 | USD 625,762 | USD 378,550 | 3,463 | (112,152) |
| Interest rate swap | Debt | 2.67% | 100% DI | - | - | R$ 1,300,000 | - | (5) |
| Interest rate swap | Debt | 5.25% | DI - 1.36% | jun-29 | USD 300,000 | - | (126,752) | - |
| (123,289) | 407,103 |
(1) Currency as indicated.
All transactions mentioned above were properly registered with CETIP S.A.
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(In thousands of Brazilian Reais, unless otherwise stated)
h. Hedge a ccounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, the ir effectiveness, as well as the changes in their fair value.
h.1 Fair value hedge
The Company and its subsidiaries designate as fair value hedges certain financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars .
T he foreign exchange hedging instruments designated as fair value hedge are:
| In thousands, except the DI % | 12/31/2021 | 12/31/2020 |
|---|---|---|
| Notional amount – US$ | 175,000 | 235,000 |
| Result of hedging instruments – gain/(loss) – R$ | 21,812 | 574,378 |
| Fair value adjustment of debt – R$ | 47,064 | (13,131) |
| Finance expense in the statements of profit or loss – R$ | (105,059) | (597,735) |
| Average effective cost – DI % | 104.9 | 104.1 |
For more information, see Note 17 .c.1.
T he interest rate hedging instruments designated as fair value hedge are:
| In thousands, except the DI % | 12/31/2021 | 12/31/2020 |
|---|---|---|
| Notional amount – US$ | 2,226,054 | 806,054 |
| Result of hedging instruments – gain/(loss) – R$ | (17,922) | 67,446 |
| Fair value adjustment of debt – R$ | 166,374 | (18,446) |
| Finance expense in the statements of profit or loss – R$ | (245,710) | (99,555) |
| Average effective cost – DI % | 102.0 | 95.8 |
For more information, see Note s 17 . f .2, 17 . f .4 , 17 . f .6 , 17.f.8, 17.f.9 and f.10 .
| In thousands, except the DI % | 12/31/2021 | 12/31/2020 |
|---|---|---|
| Notional amount – US$ | 90,000 | 90,000 |
| Result of hedging instruments – gain/(loss) – R$ | (10,088) | 6,528 |
| Fair value adjustment of debt – R$ | 11,756 | 3,250 |
| Finance expense in the statements of profit or loss – R$ | (5,914) | (8,968) |
| Average effective cost – DI % | 99.9 | 99.9 |
For more information, see Note 17 . f .7.
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(In thousands of Brazilian Reais, unless otherwise stated)
The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below and are concentrated in subsidiary IPP . The purpose of this relationship is to transform the cost of the imported product from fixed to variable until the moment of blend the fuel, as occurs with the price practiced in its sales. The I PP realizes these operations with over-the-counter derivatives that are designated in a hedge accou n ting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.
| In thousands | 12/31/2021 | 12/31/2020 |
|---|---|---|
| Notional amount – US$ | 188,621 | 65,523 |
| Result of hedging instruments – gain/(loss) – R$ | (129,670) | (87,448) |
| Fair value adjustment of inventories – R$ | (4,352) | 18,468 |
h.2 Cash flow hedge
The Company and its subsidiaries designate, as cash flow hedge for protection against variations arising from exchange rate changes , derivative financial instruments to hedge firm commitments and non-derivative financial instruments to hedge highly probable future transactions.
On December 3 1 , 20 2 1 , the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as cash flow hedge , related to notes in the foreign market totaled US$ 386,787 (US$ 468,215 on December 31, 20 20 ) . On December 3 1 , 20 2 1 , the unrealized gain of “ Other comprehensive income ” is R$ 7,880 ( loss of R$ 315,403 on December 31, 20 20 ) , net of deferred IRPJ and CSLL . The impacts and balances of cash flow hedge are reco gnized at Oxiteno, a group company that was reclassified as held for sale and discontinued operations.
h.3 Net investment hedge in foreign entities
The Company and its subsidiaries designate, as net investment hedge in foreign entities, notes in the foreign market , for hedging net investment in foreign entities, to offset changes in exchange rates.
On December 3 1 , 20 2 1 the balance of foreign exchange hedging instruments designated as net investments hedge in foreign entities, related to part of the investments made in entities which functional currency is other than the Brazilian Real, totaled US$ 95,000 (US$ 95,000 on December 31, 20 20 ) , being recognized a loss in “Other comprehensive income” of R$ 24,064 on December 3 1 , 2021 (loss of R$ 73,108 on December 31, 2020), net of deferred income and social contribution taxes . The effects of exchange variation on investments and notes in the foreign market were offset in shareholders' equity.
The impacts and balances of net investments hedge in foreign are recognized at Oxiteno, a group company that was reclassified as held for sale and discontinued operations
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
i. Gains (losses) on h edging i nstruments
The following tables summarize the value of gains (losses) recognized, which affected the equity of the Company and its subsidiaries:
| 12/31/2021 — Profit or loss | Equity | |
|---|---|---|
| a – Exchange rate derivates receivable in U.S. dollars (i) and (ii) and commodities | (205,680) | - |
| b – Interest rate swaps in R$ (iii) | (101,488) | - |
| c – Non-derivative financial instruments (iv) | 21,547 | (753,655) |
| Total | (285,621) | (753,655) |
| 12/31/2020 — Profit or loss | Equity | |
|---|---|---|
| a – Exchange rate derivates receivable in U.S. dollars (i) and (ii) and commodities | 497,210 | - |
| b – Exchange rate derivates payable in U.S. dollars (ii) | (330,999) | 80 |
| c – Interest rate swaps in R$ (iii) | 58,131 | - |
| d – Non-derivative financial instruments (iv) | (919,219) | (737,471) |
| Total | (694,877) | (737,391) |
| (i) | D oes not consider the effect of exchange rate variation of exchange S waps receivable in U . S . dollars when this effect is offset in the gain or loss of the hedged item (debt / firm commitments ) . |
|---|---|
| (ii) | Considers the designation effect of foreign exchange hedging . |
| (iii) | C onsiders the designation effect of interest rate hedging in Brazilian Reais ; and |
| (iv) | Considers the results of notes in the foreign market (for more information see Note 17 .b). |
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(In thousands of Brazilian Reais, unless otherwise stated)
j. Fair v alue of f inancial i nstruments
The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, are stated below:
| Category | Note | 12/31/2021 — Carrying value | Fair value | 12/31/2020 — Carrying value | Fair value | |
|---|---|---|---|---|---|---|
| Financial assets: | ||||||
| Cash and cash equivalents | ||||||
| Cash and bank | Measured at amortized cost | 5.a | 334,547 | 334,547 | 405,081 | 405,081 |
| Financial investments in local currency | Measured at fair value through other comprehensive income | 5.a | 1,943,164 | 1,943,164 | 2,241,852 | 2,241,852 |
| Financial investments in foreign currency | Measured at fair value through profit or loss | 5.a | 2,363 | 2,363 | 14,561 | 14,561 |
| Financial investments: | ||||||
| Fixed-income securities and funds in local currency | Measured at fair value through profit or loss | 5.b | 1,607,608 | 1,607,608 | 3,643,286 | 3,643,286 |
| Fixed-income securities and funds in local currency | Measured at fair value through other comprehensive income | 5.b | - | - | 31,315 | 31,315 |
| Fixed-income securities (guarantee of loans) | Measured at amortized cost | 5.b | - | - | 75,251 | 75,251 |
| Fixed-income securities and funds in foreign currency | Measured at fair value through other comprehensive income | 5.b | 103,239 | 103,239 | 1,278,940 | 1,278,940 |
| Currency and interest rate hedging and commodities instruments | Measured at fair value through profit or loss | 5.b | 472,552 | 472,552 | 981,874 | 981,874 |
| Trade Receivables | Measured at amortized cost | 6.a | 3,438,995 | 3,367,012 | 3,391,122 | 3,369,766 |
| Reseller Financing | Measured at amortized cost | 6.b | 998,034 | 992,359 | 968,384 | 965,645 |
| Total | 8,900,502 | 8,822,844 | 13,031,666 | 13,007,571 | ||
| Financial liabilities: | ||||||
| Financing | Measured at fair value through profit or loss | 17.a | 1,011,374 | 1,011,374 | 1,308,928 | 1,308,928 |
| Financing | Measured at amortized cost | 17.a | 8,082,323 | 8,380,088 | 9,406,013 | 10,186,947 |
| Debentures | Measured at amortized cost | 17.a | 4,599,525 | 4,529,439 | 5,450,751 | 5,363,621 |
| Debentures | Measured at fair value through profit or loss | 17.a | 2,487,244 | 2,487,244 | 1,093,365 | 1,093,365 |
| Leases payable | Measured at amortized cost | 14 | 1,348,311 | 1,348,311 | 1,833,288 | 1,833,288 |
| Commodities, currency and interest rate hedging instruments | Measured at fair value through profit or loss | 17.a | 197,177 | 197,177 | 117,159 | 117,159 |
| Trade payables | Measured at amortized cost | 18 | 5,789,954 | 5,727,724 | 4,040,652 | 4,008,457 |
| Subscription warrants – indemnification | Measured at fair value through profit or loss | 25 | 51,296 | 51,296 | 86,439 | 86,439 |
| Total | 23,567,204 | 23,732,653 | 23,336,595 | 23,998,204 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:
The fair value of cash and bank deposit balances are identical to their carrying values.
Financial investments in investment funds are valued at the value of the fund unit as of the date of the financial statements , which corresponds to their fair value.
Financial investments in CDBs (Bank Certificates of Deposit) and similar investments offer daily liquidity through repurchase at the “yield curve” and the Company calculates their fair value through methodologies commonly used for mark to the market.
The fair value of trade receivables and trade payables are approximate to their carrying values and the Company calculates its fair value through methodologies commonly used in the market .
The subscription warrants – indemnification was measured based on the share price of Ultrapar (UGPA3) at the financial statements date and are adjusted to the Company’s dividend yield, since the exercise is only possible starting in 2020 onwards and they are not entitled to dividends until then. The number of shares of subscription warrants – indemnification is also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014 ( s ee Note 25 ).
The fair value calculation of notes in the foreign market is based on the quoted price in an active market (see Note 17 .b).
The fair value of other financial investments , financing and leases payable was determined using calculation methodologies commonly used for mark-to-market reporting , which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of the date of the f inancial statements . For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.
The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realiz able in the current market.
Financial instruments were classified as financial assets or liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 5 .b ), ( ii ) loans and financing measured at fair value through profit or loss (see Note 17 .a ) , ( iii ) guarantees to customers that have vendor arrangements (see Note 17 . i ), which are measured at fair value through profit or loss , and ( iv ) subscription warrants – indemnification , which are measured at fair value through profit or loss (see Note 25 ) . Cash, banks , trade receivables and reseller financing are classified as measured at amortized cost . Trade payables , leases payable and other payables are classified as financial liabilities measured at amortized cost.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
j.1 Fair v alue h ierarchy of f inancial i nstruments
The financial instruments are classified in the following categories:
(a) Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;
(b) Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
The table below shows the categories of the financial assets and financial liabilities:
| Category | Note | 12/31/2021 | Level 1 | Level 2 | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | |||||
| Cash and bank | Measured at amortized cost | 5.a | 334,547 | - | - |
| Financial investments in local currency | Measured at fair value through other comprehensive income | 5.a | 1,943,164 | - | 1,943,164 |
| Financial investments in foreign currency | Measured at fair value through profit or loss | 5.a | 2,363 | 2,363 | - |
| Financial investments: | |||||
| Fixed-income securities and funds in local currency | Measured at fair value through profit or loss | 5.b | 1,607,608 | 1,607,608 | - |
| Fixed-income securities and funds in foreign currency | Measured at fair value through other comprehensive income | 5.b | 103,239 | - | 103,239 |
| Currency and interest rate hedging and commodities instruments | Measured at fair value through profit or loss | 5.b | 472,552 | - | 472,552 |
| Trade Receivables | Measured at amortized cost | 6.a | 3,367,012 | - | - |
| Reseller Financing | Measured at amortized cost | 6.b | 992,359 | - | - |
| Total | 8,822,844 | ||||
| Financial liabilities: | |||||
| Financing | Measured at fair value through profit or loss | 17.a | 1,011,374 | - | 1,011,374 |
| Financing | Measured at amortized cost | 17.a | 8,380,088 | - | - |
| Debentures | Measured at amortized cost | 17.a | 4,529,439 | - | - |
| Debentures | Measured at fair value through profit or loss | 17.a | 2,487,244 | - | 2,487,244 |
| Leases payable | Measured at amortized cost | 14 | 1,348,311 | - | - |
| Commodities, currency and interest rate hedging instruments | Measured at fair value through profit or loss | 17.a | 197,177 | - | 197,177 |
| Trade payables | Measured at amortized cost | 18 | 5,727,724 | - | - |
| Subscription warrants – indemnification (1) | Measured at fair value through profit or loss | 25 | 51,296 | - | 51,296 |
| Total | 23,732,653 |
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Category | Note | 12/31/2020 | Level 1 | Level 2 | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | |||||
| Cash and bank | Measured at amortized cost | 5.a | 405,081 | - | - |
| Financial investments in local currency | Measured at fair value through other comprehensive income | 5.a | 2,241,852 | - | 2,241,852 |
| Financial investments in foreign currency | Measured at fair value through profit or loss | 5.a | 14,561 | 14,561 | - |
| Financial investments: | |||||
| Fixed-income securities and funds in local currency | Measured at fair value through profit or loss | 5.b | 3,643,286 | 3,643,286 | - |
| Fixed-income securities and funds in local currency | Measured at fair value through other comprehensive income | 5.b | 31,315 | - | 31,315 |
| Fixed-income securities (guarantee of loans) | Measured at amortized cost | 5.b | 75,251 | - | - |
| Fixed-income securities and funds in foreign currency | Measured at fair value through other comprehensive income | 5.b | 1,278,940 | 30,245 | 1,248,695 |
| Currency and interest rate hedging and commodities instruments | Measured at fair value through profit or loss | 5.b | 981,874 | - | 981,874 |
| Trade Receivables | Measured at amortized cost | 6.a | 3,369,766 | - | - |
| Reseller Financing | Measured at amortized cost | 6.b | 965,645 | - | - |
| Total | 13,007,571 | ||||
| Financial liabilities: | |||||
| Financing | Measured at fair value through profit or loss | 17.a | 1,308,928 | - | 1,308,928 |
| Financing | Measured at amortized cost | 17.a | 10,186,947 | - | - |
| Debentures | Measured at amortized cost | 17.a | 5,363,621 | - | - |
| Debentures | Measured at fair value through profit or loss | 17.a | 1,093,365 | - | 1,093,365 |
| Leases payable | Measured at amortized cost | 14 | 1,833,288 | - | - |
| Commodities, currency and interest rate hedging instruments | Measured at fair value through profit or loss | 17.a | 117,159 | - | 117,159 |
| Trade payables | Measured at amortized cost | 18 | 4,008,457 | - | - |
| Subscription warrants – indemnification (1) | Measured at fair value through profit or loss | 25 | 86,439 | - | 86,439 |
| Total | 23,998,204 |
(1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
k. Sensitivity a nalysis of d erivative f inancial i nstruments
The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.
For the sensitivity analysis of foreign exchange hedging instruments as of December 3 1 , 20 2 1 , management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3 . As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R $ 10.25 (R $ 8.23 as of December 31, 20 20 ) in the base scenario.
Based on the balances of the hedging instruments and hedged items as of December 31 , 2021 , the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais were calculated in each of the scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
| 12/31/2021 | Risk | Scenario Base |
|---|---|---|
| Currency swaps receivable in U.S. dollars | ||
| (1) U.S. Dollar / Real swaps | Dollar appreciation | 137,304 |
| (2) Debts / firm commitments in dollars | (137,301) | |
| (1)+(2) | Net effect in result | 3 |
| Currency swaps payable in U.S. dollars | ||
| (3) Real / U.S. Dollar swaps | Dollar devaluation | 49,935,747 |
| (4) Gross margin of Oxiteno/Ipiranga | (49,935,747) | |
| (3)+(4) | Net effect in result | - |
| Cash Flow Hedge | ||
| (1) Cash Flow Hedge | Dollar devaluation | 528,360 |
| (2) Debts | (528,360) | |
| (1)+(2) | Net effect in equity | - |
| Net Investment hedge in foreign entities | ||
| (1) Net Investment Hedge | Dollar devaluation | 252,423 |
| (2) Debts | (252,423) | |
| (1)+(2) | Net effect in equity | - |
For sensitivity analysis of hedging instruments for interest rate s in Brazilian Reais as of December 31 , 2021 , the Company u s ed the future s curve of the DI x Pre contract quoted on B3 as of December 3 1 , 20 2 1 for each of the swap and debt (hedged item) maturities , to determine the base scenario .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Based on the scenarios of interest rate s in Brazilian Reais , the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged ( variations in the pre-fixed interest rate s in Brazilian Reais) , by projecting them to future value at the contracted rates and bringing them to present value at the interest rate s of the estimated scenarios. The result s are shown in the table below:
| 12/31/2021 | Risk | Scenario Base |
|---|---|---|
| Interest rate swap (Real) – Debentures - CRA | ||
| (1) Fixed rate swap - DI | Decrease in Pre-fixed rate | (20,053,149) |
| (2) Fixed rate debt | 20,053,149 | |
| (1)+(2) | Net effect in result | - |
35 . Commitments (Consolidated)
a. Contracts
a.1 Subsidiary Ultracargo Logística has agreements with CODEBA , with the Complexo Industrial Portuário Governador Eraldo Gueiros and with the company Empresa Maranhense de Administração Portuária , in connection with its port facilities in Aratu , Suape and Itaqui , respectively. Such agreements establish a minimum cargo movement of products, as shown below:
| Port | Minimum movement per year | Maturity |
|---|---|---|
| Aratu | 900 , 000 ton. | 2022 |
| Suape | 250 , 000 ton. | 2027 |
| Suape | 400 , 000 ton. | 2029 |
| Aratu | 465,403 ton. | 2031 |
| Itaqui | 1,222,377 m³ | 2049 |
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 3 1 , 20 2 1, these rates were R$ 8.37 and R$ 2. 67 per ton for Aratu and Suape , respectively and R$ 0. 85 per m³ for Itaqui . According to contractual conditions and tolerances, on December 3 1 , 2021 there were not material pending issues regarding the minimum purchase limits of the contract .
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b. Insurance coverage
The Company is supported by insurance policies with the objective of covering several risks to which it is exposed .
In the insurance policies t he maximum compensation values based on the risk analysis of certain locations .
The General Liability Insurance program covers the Ultrapar and its subsidiaries with a maximum aggregate coverage of US$ 250 million .
T he Company maintain s liability insurance policies for directors , executive officers and council to indemnify Ultrapar and its subsidiaries in the total amount of US$ 8 0 million .
In addition, group life and personal accident, health and national and international transportation and other insurance policies are also maintained.
The coverage and limit of the insurance policies are based on a careful study of risks and losses conducted by independent insurance advisors , being the type and amounts of insurance are considered by management to be sufficient to cover potential losses based that may occur in view of the nature of the activities conducted by the companies.
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Notes to the Parent’s Separate and Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Area port lease
On March 22, 2019, Ultrapar, through its subsidiary IPP, won the port concessions of three areas with minimum storage capacity of 64 thousand m³ (not reviewed) located at the port of Cabedelo, in the state of Paraíba, and one area with minimum storage capacity of 66 thousand m³ (not reviewed) at the port of Vitória, in the state of Espírito Santo, which will be designated for handling, storage and distribution of fuels. These concessions were carried out by two consortiums of which IPP holds one third of the total participation. For the port of Cabedelo, the companies Nordeste Logística I, Nordeste Logística II and Nordeste Logística III were incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A. For the port of Vitória, the company Navegantes was incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A . T he total investments regarding IPP’s stake sums up to R$160 million (not reviewed) for a concession term of 25 years.
On April 5, 2019, Company, through its subsidiary IPP and Ultracargo Logística , also won three concessions. IPP won two concessions in the port of Miramar, in Belém, state of Pará: (i) area BEL02A, through a consortium 50% owned by IPP, that shall have minimum storage capacity of 41 thousand m³, and (ii) area BEL04, which is currently operated by IPP with minimum storage capacity of 23 thousand m³. Such areas will be operated for at least 15 years, according to the auction notice. For the area BEL02 A , Latitude was incorporated , together with Petróleo Sabbá S.A. Ultracargo Logística won the concession of area VDC12 in the port of Vila do Conde, in Barcarena, state of Pará. The minimum storage capacity will be 59 thousand m³. The area will be operated by Ultracargo Logística for at least 25 years, according to the auction notice. For the area VDC12, Tequimar Vila do Conde was incorporated (see Note 4 . b ) . T he estimated investments regarding the participation of IPP and Ultracargo Logística sums up to R$ 450 million, approximately, to be disbursed throughout the five years subsequent to the auction , including the auction grants and the minimum investment required for these areas.
On April 9, 2021, the Company, through its subsidiary Ultracargo Logística, won the auction for leasing the IQI13 area in the Itaqui port, State of Maranhão, for storage and handling of liquid bulk products , especially fuel s . In the leased area, a new terminal will be built with a minimum installed capacity of 79 thousand cubic meters . The lease will have a minimum duration of 20 years according to the auction notice . For this capacity, an investment of approximately R$ 310 million is estimated, including the amount related to the grant, to be disbursed in up to six years after signature of the contract .
36 . Subsequent events
a. Issuance of Extrafarma subscription bonus shares
On February 2 3 , 202 2 , the Company ’ s Board of Directors confirmed the issuance of 43,925 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants (see note 25) issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014. The share capital of the Company will therefore be represented by 1,115, 151,608 common shares, all of which are registered and without par value.
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ANNUAL REPORT OF THE AUDIT AND RISK COMMITTEE
THE COMMITTEE'S DUTIES
The Ultrapar Audit and Risk Committee is a permanent statutory advisory body directly linked to the Board of Directors, with operational independence and own budget, and subject to applicable laws and regulations, in particular the Regulation of the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão, the Company's Bylaws and its Internal Regulations.
According to the Bylaws, the Committee aims to assist the Board of Directors in overseeing (1) the integrity and quality of the Company's financial statements, (2) the Company's compliance with the legal and regulatory requirements, (3) the qualifications and independence of the independent auditor, (4) the performance of the functions of the Company's internal audit and independent auditors, and (5) the Company's risk management.
The Ultrapar Audit and Risks Committee currently has three independent members of the Board of Directors and one being the Committee Coordinator.
The Committee provides its opinion on the hiring and dismissal of independent auditors and advises the Board of Directors in the supervision of its activities, qualifications and independence, evaluating and previously approving the provision of services permitted by law that are not related to the audit. KPMG Auditores Independentes is the company currently responsible for the annual audit of the financial statements, their quarterly reviews and the assessment of the structure of internal controls applicable to the preparation of the financial statements in order to comply with the rules of the Brazilian Securities Commission (CVM - Comissão de Valores Imobiliários) and B3 – Brasil, Bolsa, Balcão, in Brazil, and the SEC - Security Exchange Commission and NYSE - New York Stock Exchange, in the United States of America, including in relation to compliance with the requirements of the Sarbanes-Oxley Act. The Committee is responsible for reviewing, together with the independent auditors, the quality and integrity of the financial statements, and reporting the relevant issues to the Board of Directors.
The Committee is responsible for following-up the activities of the Risk, Compliance and Audit Executive Board, evaluating its structure, procedures and effectiveness of the internal audit. The Committee shall review, together with the Board of Directors, its performance and any recommendations for improving the Company's procedures.
The Audit and Risk Committee monitors the risk exposures identified by the Company’s Executive Board, under the terms of the Corporate Risk Management Policy, providing opinion in any review of the content and advising the Board of Directors in the definition of the acceptable levels of risks.
The Committee shall also ensure that the Company has specific means for receiving and confidentially handling information and complaints about non-compliance with legal provisions, Code of Ethics and other internal regulations applied to its employees and other stakeholders.
Every year the Audit and Risk Committee prepare this report to the Board of Directors and to be disclosed by the Company to the market. At each term of office, the Committee self-assesses its performance, and discuss the results and action plans, if necessary.
During the last twelve years the Audit and Risk Committee met eight times. During this period, the Committee was granted free access to all the Company's governance bodies, as well as to all its officers, and, whenever necessary, the representatives of KPMG Auditores Independentes were requested to attend their meetings.
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THE COMMITTEE’S ACTIVITIES
Independent Auditors
Financial statements
Internal Audit
Assessment and approval of the annual planning of the internal audit.
Monitoring of the findings in connection with the internal audit and possible action plans to address the recommendations.
Integrated Risk Management
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Co mpliance
Governance
CONCLUSION OF THE REPORT
Considering the responsibilities of the Audit and Risks Committee, described in the Company's Bylaws and in the Committee's Internal Regulations, with the natural restrictions of the scope of its performance in the activities that are carried out, the Committee provides its opinion below:
Based on the work and analyses carried out and the report of KPMG Auditores Independentes, the Audit and Risk Committee recommends to the Board of Directors the submission of the Management Report and the Financial Statements of Ultrapar S.A. for the year ended as of December 31, 2021 to the General Shareholder Meeting for its consideration.
Sao Paulo, February 23, 2022
Ana Paula Vitali Janes Vescovi
Audit and Risk Committee’s Coordinator
José Maurício Pereira Coelho
Jorge Marques de Toledo Camargo
Audit and Risk Committee’s Members .
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Message from the Management
The year of 2021 was one of significant transformations for the Ultra Group.
Ultragaz, Ultracargo and Oxiteno registered record results and profitability in 2021. Ipiranga and Extrafarma, in turn, had lower results in the first semester and, even with an improvement in their operations from the second semester onwards, they didn’t reach the expected levels of profitability. In this sense, we have implemented a series of operational changes and adjustments geared towards recovering Ipiranga's profitable growth trajectory over the course of 2022 and 2023.
We made significant progress in our portfolio review strategy, with the signing of the sale agreements of Oxiteno and Extrafarma (still pending approval from the Brazilian competition authority), in addition to the conclusion of the sale of our equity interest in ConectCar.
It’s worth mentioning the significant renovation of our management and governance structure carried out in 2021, strengthening the pillars for Ultra Group’s progress and perpetuity. In April, three new members were elected to Ultrapar’s Board of Directors, adding even more experience and skills to the Company. The succession of the executive leadership position of Ultra Group and Ipiranga was also carried out, as well as the establishment and subsequent beginning of the process for the succession plan to the Ultrapar’s Chairman of the Board of Directors, with the conclusion being expected for April 2023. In addition, we also highlight the renewal of the group of managers of Ultra Group and its businesses.
In 2021, despite the challenges imposed by the coronavirus pandemic, we continued to provide quality products and services to the Brazilian society, without any interruption and also keeping in mind our strict commitment to our employees’ health and safety. We continue focused on supporting society efforts to combat the pandemic, by donating hospital supplies, basic food baskets, LPG and hygiene items. Considering both 2020 and 2021, our contributions to support combating the pandemic amounted to R$ 45 million.
At the same time, we consolidated our sustainability strategy, which became an intrinsic part of the Company's strategic plan, strengthening the integrated perspective in the decision-making process, considering financial, social, environmental and corporate governance topics. Another highlight is the establishment of the Ultrapar’s Sustainability and Corporate Affairs executive position, in March 2021.
As to our consolidated financial results, net revenues totaled R$ 119 billion, 46% higher than 2020, as a result of higher revenues in all businesses, except Extrafarma. The Company achieved an EBITDA of R$ 4.1 billion, excluding the effects of Extrafarma’s impairment and capital gain from ConectCar’s sale, and a net income of R$ 884 million in 2021, of which R$ 404 million should be distributed as dividends to shareholders. We also highlight the post-investment operational cash generation, which amounted R$ 1.3 billion and contributed to the reduction of our financial leverage in an annual comparison. In September, we issued an Agribusiness Receivables Certificate (locally known as “CRA”) in the amount of R$ 960 million and cost of 102.75% of the CDI rate (Brazilian interbank deposit), extending our debt profile. As a result, we ended the year with a cash position of R$ 6.7 billion and an average debt duration of 4.6 years.
Ultrapar enters 2022 strengthened to increase long-term value creation for its shareholders and other stakeholders and ready for a new cycle of growth.
We thank all our employees for their commitment and engagement throughout the year and our other stakeholders for trusting our company.
| Pedro Wongtschowski | Frederico Fleury Curado | Marcos Marinho Lutz |
|---|---|---|
| Chairman of the Board of Directors | Chief Executive Officer until Dec/21 | Chief Executive Officer from Jan/22 |
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2021 MANAGEMENT REPORT
Company profile
The Ultra Group holds 84 years of history, with its origin s going back to 1937, when Ernesto Igel founded Ultragaz , a company which pioneer ed the use of l iqu i fied p etroleum g as (LPG) as cooking gas. Since then, Ultrapar has become one of the largest business groups of Brazil , investing in essential utility services , occup ying an outstanding position in their respective segments of activity: energy and infrastructure through Ipiranga , Ultragaz , and Ultracargo ; specialty chemicals through Oxiteno ; and retail pharmac y with Extrafarma .
In 1999, the Ultra Group simultaneously conducted an IPO on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (B3 S.A.). Since 2011, the Company’s shares have been listed on B3’s Novo Mercado segment.
Ultragaz
A pioneer and leader in the Brazilian market for LPG distribution, Ultragaz is a reference in safety, innovation and development of solutions for its customers, working both on bottled and bulk segments.
Ultracargo
The largest Brazilian private company of liquid bulk storage, Ultracargo is present in the main ports of Brazil, with modern terminals to store and handle chemical products, fuels and vegetable oils. In 2021, Ultracargo expanded its geographic position with the initialization of operation of its new terminal located in Vila do Conde, in the state of Pará.
Oxiteno
A leader in the production of surfactants and specialty chemicals, being focused on innovation and sustainability, Oxiteno is present in eight countries and has eleven industrial units (six in Brazil, three in Mexico, one in the USA and one in Uruguay).
Ipiranga
One of the largest Brazilian fuels and lubricants distribution companies, incorporating a network of more than 7 thousand service stations, each one of them increasingly completer and more digitized, in addition to the largest convenience store franchise, the AmPm network with 1.8 thousand stores.
Extrafarma
Retail pharmacy network with leading position in the North and Northeast regions of Brazil, located in ten states with about 400 drugstores and four distribution centers.
abastece aí
A digital payments company established in 2020 to leverage the benefits of the Km de Vantagens loyalty program and the abastece aí app. In 2021, abastece aí increased in 2 million its number of digital accounts.
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2021 MANAGEMENT REPORT
COVID-19
During the second year of the coronavirus pandemic, Ultra Group once more helped support the Brazilian society. In 2021, approximately R$ 8 million were donated to several initiatives to combat the pandemic and its consequences, totaling about R$ 45 million of contribution in the last two years.
With the pandemic worsening in the beginning of 2021, the Ultra Group and 11 other companies joined forces to donate more than 5 thousand oxygen concentrators to the Ministry of Health – together, the 12 companies invested more than R$ 35 million in this initiative. The Group also donated R$ 1.5 million to Instituto Butantã so that the organization could buy the equipment required for the facility to produce COVID-19 (ButanVac) and influenza vaccines.
Ultragaz distributed more than 2 thousand oxygen cylinders to hospitals in São Paulo and, thanks to its reseller network, the educational and awareness campaign on COVID-19 prevention reached more than 10 million people in 50 Brazilian cities. Ultragaz also donated 8 thousand LPG bottles and more than 2 thousand basic food baskets during the year. Ultracargo donated about 6 thousand basic food baskets to help communities near its operations.
In a partnership with AkzoNobel, Oxiteno supported the public school system in the region of Mauá, state of São Paulo, in an initiative involving the donation of 1 thousand basic food baskets to the families of students facing a situation of social vulnerability, the renovation of more than 14 thousand m² of school premises and the delivery of masks and alcohol gel to protect students and teachers when the on-site classes return.
In a partnership with the Brazilian Institute of Oil and Gas (IBP) and other companies, Ipiranga became part of a movement that donated about 4 million medicines necessary for the intubation of COVID-19 patients to the Ministry of Health. Ipiranga also joined forces with the United Nations International Children’s Emergency Fund (Unicef) and the Gerando Falcões and Aldeias Infantis NGOs to distribute personal protective equipment (PPEs), hygiene items, food vouchers and basic food baskets. In partnership with the municipal health department, the company also helped to provide the COVID-19 vaccine through the Saúde na Estrada program.
Together with the Transforma Brasil project, Extrafarma joined the A Fome Tem Pressa campaign, collecting an amount corresponding to 1.6 thousand basic food baskets thanks to the active participation of its employees – for each R$ 1 donated by an employee, the company donated the same amount, helping families facing a situation of social vulnerability in the regions of Ceará, Pará, and Rio Grande do Norte states. During 2021, about 20 thousand hygiene items and 2 thousand tons of food were collected to support NGOs such as Associação Comunitária Lucas Dantas (ACOLD), Jardim das Borboletas, Hospital Martagão and G10 Favelas.
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Innovation
The first innovation event of the Ultra Group was held in 2021 to promote innovation culture, with more than 700 participants. The event lasted two days and had the participation of external lectures and startups.
Through the UVC Investments, a corporate venture capital fund created in 2020, the Ultra Group has focused on investing in innovative companies and new technologies that are complementary to the Companies’ businesses. The fund, that has already invested in six startups, has been focused on opportunities in three segments: energy, mobility and digital technologies.
With its own innovation and R&D processes and structures, the businesses of the Group have advanced in their innovation strategies and digital transformation in 2021.
At Ultragaz , innovation and technology have guided the work of the Development of Solutions area, providing the market with an average of five new projects per year. Some of the highlights of 2021 include exclusive solutions to the agribusiness industry, automating the post-harvest activities and leading to more efficiency and cost reduction for customers. One of these solutions was Ultragaz Secagem de Grãos that uses temperature and humidity sensors to control the grains drying process to save energy. There have also been advances in the digital journey. Ultragaz reached 2.2 million downloads in the Ultragaz app and around 1 thousand resellers using the AmigU app, a delivery digitalization program that ensures the orders are sent to the closest dealer and provide customers with real-time delivery tracking. Finally, Ultragaz has made important progress on consolidating digital partnerships with iFood, Recargapay, and Cartão de Todos.
At Ultracargo , the Conecta project, a new managerial and operations systems architecture, has enabled the improvement of the processes and reinforced the level of security of the company’s transactions, with focus on maximizing the use of the assets and the level of service delivered to the customers, besides improving the supply chain performance. The project has already been implemented in the headquarter and in the terminals located in Itaqui (state of Maranhão), Suape (state of Pernambuco) and Vila do Conde (state of Pará) and will be implemented in other terminals in 2022. Furthermore, the implementation of the SOUL (Ultracargo Operations System) project has provided relevant gains in security and productivity, based on a new philosophy of continuous improvement of the processes, optimization of terminals operation and reducing losses. Finally, the company has also begun implementing the Soul+ Program, a program of ideas to encourage employees to propose innovative solutions that can be easily implemented to improve the operations performance.
Considering the whole open innovation ecosystem, which includes startups, companies, consulting firms, universities and institutes of science and technology, Oxiteno signed 33 contracts in 2021 — 8 of them being concept of proofs with startups, and 4 out of these 8 implemented in 2021. Working with co-funded partnerships, Oxiteno has been developing three projects with the Brazilian Company of Industrial Research and Innovation (EMBRAPII) and the Institute of Technological Research (IPT) of São Paulo. Oxiteno also counts with the expertise of more than 20 scholarship researchers from Inova Talentos program from the Euvaldo Lodi Institute (IEL) developed in partnership with the Brazilian Council for the Scientific and Technological Development (CNPq), and from 10 other CNPq scholarships for students on Undergraduate Research Internship, Master’s Degree and Doctorate for Innovation (MAI/DAI). In 2021, 16 patent requests were filed, with 8 of them being granted. Oxiteno also registered 64 new products with sales started in 2021. Oxiteno’s digital innovation laboratory, Xlab, transformed 36 ideas into products or solutions to meet demands from different areas of the company.
Ipiranga created in 2019 an innovation hub named Turbo to foster the interaction between the company and startups and to promote innovation culture. This hub enabled the company to receive two awards: winner on the Retail and Distribution category of the 100 Open Startups 2021 ranking and second position on the award in the Oil and Gas and Petrochemistry category from Valor Inovação award, which positioned Ipiranga among the most innovative companies in Brazil. Another highlight for Ipiranga in 2021 was the Ipiranga-Cebrap Challenge: Mobility and Trends. The challenge was created by Turbo and the Brazilian Center of Analysis and Planning (Cebrap) to encourage the production of scientific knowledge about urban mobility. In September, during the Urban Mobility Week, Turbo also released a webinar series Mobilidade em Transição (Transitioning Mobility) to promote discussions about mobility challenges.
The digital transformation initiatives of Extrafarma also advanced this year. A highlight of this transformation was the creation of the 360 app that helps on the dynamics of displaying the products in the physical drugstores and also on the communication and negotiation with the industry.
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Sustainability and ESG Performance
Ultra Group ’ s sustainability journey bared significant progress in 2021. The materiality matrix was updated to incorporate the topics of Data privacy and Ethics and integrity into the new topic of Governance and integrity, which encompasses the corporate governance structure. Two topics were also renamed – Relations with the local community was changed to Responsibility with the community, highlighting the focus on the communities surrounding the operations; and Culture of innovation, inclusion and excellence was changed to Inclusive culture and diversity, further highlighting the promotion of diversity and inclusion. The current materiality matrix of the Group is comprised of seven topics:
With the creation of the Executive Directory of Sustainability in 2021, the company’s sustainability management model was strengthened and now coordinates ESG actions plan. ESG topics were also recurringly discussed during the meetings of the Executive Board, the Risks and Audit Committee and the Board of Directors of the Ultra Group. The company also elevated environmental, social and governance risks to strategic risks, improving the monitoring of such risks in each of its businesses and in the organization.
The Group has adhered to the United Nations Global Compact, reinforcing the commitment to the Sustainable Development Goals and the principles of the Compact, such as human and labor rights, environmental care, and anticorruption measures, strengthening the actions already undertaken. Ultragaz and Ipiranga have on their own been working with the Global Compact for more than a decade, while Oxiteno started in 2020.
Specific work groups (WGs) for the material topics were created, with about 250 people from the Holding and the businesses, to better understand the impacts and opportunities related to those topics and to develop a sustainable macro strategy for the organization. The WGs will keep working in 2022 and proceed with the follow-up on the action plans developed to achieve the goals.
Management of sustainability in business es
Each company from the Ultra Group has its own materiality matrix. The topics are aligned to the Group’s priorities and take into consideration the specifics from their industries and the level of maturity of each business in the management of sustainability.
Ultragaz launched the Ultragaz Mais Sustentável ESG journey, a plan grounded over four pillars: human energy, energy for innovation, civic energy and ethical energy. Ultracargo developed and validated its Strategic Sustainability Plan setting its own specific targets and with the aim of strengthening the governance over the sustainability indicators and initiatives. Oxiteno has consolidated the action of the Sustainability Steering Committee, comprised of the senior leadership of the company, that follow the progress of the Strategic Sustainability Plan 2030. Besides updating its materiality matrix, Ipiranga focused on structuring and fostering its actions and the maturity of its own sustainability culture by focusing on engagement and specific skills for the teams. Extrafarma is still working with its Strategic Plan, with its senior leadership comprising a committee to keep track of the initiatives.
ESG ratings and indexes
The Ultra Group is under the assessment of different indexes and ratings that assess and classify organizations according to ESG criteria. Some of these include:
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Environmental performance
Energy transition
The presence of Ultra Group in the energy and infrastructure sectors, through Ultragaz, Ultracargo and Ipiranga, justifies the relevance of the energy transition as one of the material topics.
Under our view that Brazil will play a crucial part in the transition to a decarbonized economy, the Company signed the Empresários pelo Clima (Entrepreneurs for the Climate) letter in 2021, disclosed by the Brazilian Corporate Council for the Sustainable Development (CEBDS) on the eve of the 26th United Nations Climate Change Conference (COP26).
The businesses have been monitoring its GHG emissions and invested in several reduction initiatives. Every year the Ultra Group answers the CDP’s Disclosure, Insight, Action questionnaire assessing how the companies have managed the climate change topic. In 2021, the Group reached the C score (awareness level).
Ipiranga is involved in pilot initiatives related to electric mobility, keeping itself updated of the main trends of this topic. In a partnership with BMW, Ipiranga has installed electric car charging units in 44 of its service stations, located in 10 states plus the Federal District. In 6 gas stations located at Presidente Dutra highway, Ipiranga has installed fast chargers again in a partnership with BMW and EDP. Besides that, Ipiranga has also signed in 2021 another partnership to install new electric car charging units in the service stations in São Paulo and Rio Grande do Sul states. As part of its Carbono Zero Program, since 2014 Ipiranga has offset 100% of its direct (scope 1) and indirect (scope 2) emissions purchasing carbon credits. The company also offers compensation initiatives to its customers. Along with trading biofuels, Ipiranga’s portfolio presents options with additives that improve the vehicles’ performance, such as DT Clean gasoline and S10 RendMax diesel, which reduce not only the fuel consumption per kilometer, but also the emissions of pollutants.
Ultragaz has worked in the development of solutions to replace the most polluting energy sources for LPG and to allow the most efficient consumption of this input, thus contributing to reduce its customers’ carbon footprint.
Ultracargo prepared an inventory of emissions to obtain more accurate data and cooperate in the development of its climate change strategy. Besides that, the company seeks to identify technologies to reduce its direct emissions. The scope 2 emissions from the acquisition of electric energy were zeroed out in 2021 thanks to the migration to renewables sources, ensured by International REC Standard (I-REC) certificates – global system that ensure the tracking of the renewable energy origin.
Oxiteno defined the projects to be implemented to achieve a 25% reduction in emission intensity by ton of product produced in 2030. Oxiteno also finished its first analysis on the climate-related financial risks and became a member of the Ambição Net Zero program, a UN Global Compact initiative.
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Eco-efficient operations
The Ultra Group is committed towards the responsible and efficient use of natural resources and correct waste management. In regards to energy, it has implemented several initiatives to optimize the use of electric energy consumption that have a positive impact on the Company’s scope 2 emissions. At Ultracargo , Aratu (state of Bahia), Itaqui (state of Maranhão), Suape (state of Pernambuco) and Santos (state of São Paulo) terminals, which represent more than 90% of the company’s total consumption, are powered by renewable energy contracted from the free market. Ultragaz operations ended 2021 powered only by certified renewable energy, while Ipiranga is obtaining renewable energy certificates for all its units (bases, offices, and pools). In a partnership with the specialized company GDSolar, Ipiranga is also building 14 solar power plants to supply its services stations and franchises. In 2021, Extrafarma opened two solar power plants, one in Marabá (state of Pará) and the other in Cedro (state of Ceará), with an electricity generation equivalent to the energy consumed by 200 of its drugstores. There are two other biogas power plants operating since 2020.
Some actions have been focused on water efficiency as well. Ultracargo has rainwater harvesting systems in its terminals located in Santos (state of São Paulo), Itaqui (state of Maranhão) and Vila do Conde (state of Pará). For the Itaqui terminal, Ultracargo has been reusing water in the hydrostatic tests of the stage III expansion works and in the construction of the Vila do Conde terminal, saving 133 thousand m³ of water. Oxiteno started in 2021 the implementation of an innovative solution to sanitize trucks transporting the company’s products, in partnership with startups, reducing the volume of water required to the process by 99%. The estimative is that 700 thousand liters of water can be saved per year. Extrafarma has implemented several actions to optimize the use of water, with a 30% reduction of the company’s total consumption in 2021. Since 2020, Ultra Group answers the CDP’s Water Security questionnaire and, in 2021, the Group maintained the B score (management level).
Concerning waste management, Mauá (state of São Paulo) unit was the first of Ultragaz to stop transporting waste to landfills and in 2021 it was certified with the Aterro Zero seal. The company also has been very involved in water consumption reduction initiatives involving its operations, with a 14% reduction of water consumption per LPG ton sold. Oxiteno has been developing a pilot project with a specialized startup to test alternatives for waste resulting from its industrial processes. This initiative has been influenced by a goal of making Oxiteno an Aterro Zero company in terms of industrial waste. The only exception is the operation of Uruguay, as the country has no alternatives for waste management.
Social p erformance
Responsibility with the community
In 2021, the Ultra Group set forth two priorities to potentialize the impacts of its social actions – education and entrepreneurship. Six priority areas surrounding the operations have been chosen for a diagnostic assessment and the results will set the foundations for the social operations to be undertaken in those areas for the next years. The selected areas were:
Instituto Ultra is being revitalized to support the social performance of the Company, maintaining the businesses self-sufficiency, and impacting the priority areas even more.
Along defining the main priorities to be focused upon, the Group has maintained and supported social responsibility initiatives. In 2021, more than R$ 13 million have been allocated to several projects, from Company’s own funds and from incentive laws. At the beginning of 2022, Ultragaz, Ultracargo, Oxiteno and Ipiranga donated 8 thousand basic food baskets to the flood victims in the South region of Bahia, while Ipiranga also delivered more than 10 thousand liters of drinking water to the impacted area.
During 2021, Ultragaz participated in three awareness campaigns. The first one was a partnership with the Brazilian Society of Hypertension and it involved using its reseller network to distribute educational materials about hypertension, reaching more than 3 million people. The second one also involved its resellers distributing releases about the Que Corpo É Esse? (What is this Body?) show, produced by the NGO Childhood Brasil, Unicef, and the TV channel Futura. The show is part of the project Crescer sem Violência (To grow without violence) and has impacted more than 10 million people. The third campaign was named O Menino da Máscara Amarela (The Boy in the Yellow Mask) and was aimed to provide COVID-19 prevention awareness. More than 23 million people have been impacted by these educational campaigns during the year. Ultragaz has also taken part in women’s empowerment initiatives: a project in partnership with AFESU (Women’s Association of Social and University Studies) of qualifying young women that are socially vulnerable so they can have better job opportunities; a partnership with Consulado da Mulher (Consul) and Itaú Social to help educate low-income women; a partnership with Rede Mulher Empreendedora to implement a qualification program to promote entrepreneurship; thematic workshops for women at Instituto Alavanca and FIA (Fundação Instituto de Administração); and development of women’s financial emancipation and women’s rights awareness programs in partnership with ASPLANDE.
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In a partnership with FAENE (Faculdade de Negócios), Ultracargo offered a free capacity-building course to port logistics operators, promoting employability in the surroundings areas of the newly opened terminal in Vila do Conde, Barcarena (state of Pará). Ultracargo’s partnership with Instituto Ayrton Senna resulted in the implementation of a project at municipal public schools involving helping students from the 6th to the 9th grades of the Elementary Education in São Luís (MA) to develop social and emotional skills. Ultracargo expects to reach more than 10 thousand students in 2022. The company has also been maintaining the support to the Na Mão Certa program to prevent the sexual exploitation of children and adolescents in Brazilian highways, to the newspaper Comunidade em Ação award from the A Tribuna de Santos (SP) that recognizes social projects in the area and to Polo de Cidadania, an initiative from Comitê de Fomento do Polo Industrial de Camaçari (COFIC) to provide free health services to the communities of Camaçari (state of Bahia) and Dias D’Ávila (state of Bahia).
Oxiteno has updated its social operation strategy and released the Conectar volunteer program. The company also joined the UN Global Compact’s Young SDG Innovators Program with a digital transformation project and supporting the ODS Eu Pratico campaign to make the SDGs reach more people. Oxiteno also stood out structuring the Social Innovation and Entrepreneurship Challenge, released at the beginning of 2022, and aims to attract entrepreneurs and startups so they can develop sustainable solutions to address social issues.
Ipiranga promoted the 14th edition of the traveling program Saúde na Estrada (Health in the highways) to provide free health care service to truck drivers and travelers in the Brazilian highways along with people living in neighboring areas of the service stations taking part in the program. In 2021, 107 Ipiranga Rodo Rede service stations from 99 cities located in 19 Brazilian states held 123 events, covering over 28 thousand kilometers and providing over 57 thousand health care appointments. Keeping in mind Ipiranga’s social operational and employee engagement, the company went even further with its volunteer program, donating more than 2 thousand hours of volunteer work. Ipiranga’s actions in themes such as innovation, sustainability, entrepreneurship, and diversity reached students from public schools in the surrounding areas. Ipiranga has maintained its support to the Na Mão Certa program to combat the sexual exploitation of children and adolescents in highways. During the year, the company released awareness campaigns aimed at drivers and with specific actions, impacting more than 100 representatives from contracted shipping companies.
Value chain
To increase its positive impacts in society, Ultra Group seeks to support the financial, social and environmental development of its value chain (suppliers, Ultragaz resellers and Ipiranga resellers and franchisees). Before contracting services or companies, the Risks, Compliance, and Audit department investigates their reputation to ensure they comply with all the legal requirements and the Group’s ethical and integrity principles.
The Group also seeks to engage its business partners to take part in the sustainability journey. Ultragaz has developed two programs: the first one is aimed at critical suppliers, helping them implement best practices in their respective operations, obtaining a participation of 95% in the Carbon Disclosure Project programs (Water Resources and Climate Change); the second program involves developing educational content to help implement the practices related to the topic. Besides that, the Ultragaz’s program of reseller excellence, named Desafio Lapidar, has been introducing ESG best practices to its reseller network. Resellers have also been important allies to the company’s social and environmental impact actions. When the operations started in the Miramar (state of Pará) and Mucuripe (state of Ceará) bases, the surrounding resellers were invited to take part in the Ultragaz Reduz campaign to distribute leaflets promoting the conscious consumption of water and energy, besides the need for reduction of emissions of harmful air pollutants.
Ultracargo started its Compliance and Anticorruption Policy Training with the suppliers acting as external representatives and ensured all its employees have been informed about anticorruption policies and procedures, with 99.7% of them being trained in this specific topic.
As one of the pillars of the 2030 Strategic Sustainability Plan, Oxiteno reworked its supplier relationship program in 2021. In the program, suppliers are ranked based on their EcoVadis assessment performance, which analyzes topics concerning labor practices, human rights, ethics, sustainable acquisitions and environmental and the Supplier Quality Index (IQF) that considers aspects such as quality, service level and delivery. The best assessed suppliers are prioritized by Oxiteno’s supply strategy. The company uses the program to also support its partners in developing initiatives to improve their practices and processes.
Ipiranga has learned a lot with the Jornada do Revendedor (Reseller journey) project, created in 2019 to bring the company and reseller network closer, allowing Ipiranga to continuously improve its relationship stages throughout all levels. The highlights were the creation of the Ipiranga Top program to promote the adoption of best management practices and award the most engaged resellers and the launch of the Fique Ligado Whatsapp communication channel to ensure relevant information can be transmitted as fast as possible to resellers and franchisees. There is also a specific strategy for VIPs (employees from Ipiranga service stations) that includes a series of training and recognition actions. In 2021, more than 40 thousand VIPs from more than 4 thousand service stations received training from Escola de Varejo (Retail school), totaling more than 300 thousand hours of instruction.
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Inclusive culture and diversity
Ultra Group ended 2021 with 16 thousand employees that have several opportunities to develop themselves and go further in their career in the Company. As one of the material topics, the Group decided to seek more gender and ethnical equality and inclusion in the administration and leadership positions of the Holding and the other businesses. The Company will also focus on strengthening its work environment making it more inclusive in regards to accessibility, respect, and representation.
In 2021, the Holding released its diversity manifesto and performed a diversity and inclusion survey with its employees. For 2022, the Holding expects to create the Diversity Committee that should help further progress on developing this topic.
After structuring the Diversity and Inclusion Committee in 2020, Ultragaz released its Diversity Program with strategic priorities and operational pillars. Along with the constant use of its communication channels to highlighting the importance of this topic, the company also conducted diversity workshops with its leadership. Ultragaz also conducted a diversity and inclusion survey with its employees and 74% of them answered they felt the work environment was safe in terms of diversity and inclusion, while 77% of them believe the company is undertaking actions to increase diversity among the employees. The company also developed a focus group with cis and trans women to discuss initiatives for women and a mentorship program for women in a leadership position from production areas.
In Brazil, Oxiteno structured the affinity groups of its Diversity Program (women, professionals with disabilities, LGBTQIA+ and racial/ethnic). The Diversity Program was also released in the USA and Mexico operations. Another highlight was its adhesion to the UN Global Compact’s Equity is Priority campaign. The company also conducted cultural sensitivity training with the leadership, revitalized its internship programs to promote the hiring of more black employees, women and LGBTQIA+ employees, and has been working with specialized consulting services in strategies to attract more professionals with disabilities.
As part of its Diversity Program, Ipiranga joined the Women’s Empowerment Principles (WEPs), an initiative from both the UN Global Compact and the UN Women, as well as to the Sim à Igualdade Racial (Yes to Racial Equality) seal granted by Instituto Identidades Brasil (Brazil Identities Institute). During both cycles of its internship program in 2021, Ipiranga allocated 50% of its intern positions to applicants self-declared as black and of the approved applicants, 66% of them effectively were black. In terms of gender, Ipiranga ended 2021 with 43% of its Executive Board comprised of women (3 out of 7 members), conducted a career acceleration program with 30 employees (Women Speed), and in addition to this 75% of the new jobs within the trainee program are held by women. Ipiranga also participated in the Diver S/A (for LGBTQIA+ professionals) and Inclui PcD (for professionals with disabilities) job fairs. The company ended the year providing a new benefit to same-sex couples: a 180-day leave to LGBTQIA+ employees of any gender who are taking care of their newborns.
Extrafarma had a Diversity Program in place since 2019, but in 2021 it conducted the first survey of its employees to structure more assertive actions towards diversity. The company also released a diversity track in its distance learning paths, totaling 42 paths, and held engagement and sensitivity events, such as the Women’s Week, the Diversity Week and the Forum for the Black Awareness.
Number of employees
| Number of employees by business | 2021 | 2020 | Δ (%) employees 2021 vs 2020 |
|---|---|---|---|
| Ultragaz | 3,387 | 3,397 | 0% |
| Ultracargo | 870 | 926 | -6% |
| Oxiteno | 1,871 | 1,851 | 1% |
| Ipiranga¹ | 4,008 | 3,378 | 19% |
| Extrafarma | 5,713 | 5,921 | -4% |
| abastece aí | 138 | 68 | 103% |
| Holding² | 455 | 405 | 12% |
| Total | 16,442 | 15,946 | 3% |
| ¹ Includes 780 AmPm’s employees in 2021 and 296 in 2020 – higher number of company-operated stores |
|---|
| ² Includes 323 employees of the Shared Services Center (SSC) in 2021 and 279 in 2020 |
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Health and safety
The Holding and the businesses have policies, tools, and programs in place to ensure the health and safety of its employees, third-party professionals, and suppliers. Management also seeks to ensure the safety of the processes to avoid negatively impacting the environment and the communities living close to the Company’s operations.
The Group has a Safety Committee to amplify good practices and follow indicators from all the businesses.
In 2021, Ultra Group continued upholding all the measures required to protect employees’ health during the pandemic and monitored all those who tested positive for COVID-19 until they were recovered. The Company also monitored how many employees were getting vaccinated, which is an important data to resume on-site working of the teams that have been working from home. By the end of 2021, the Group had 79% of its employees fully vaccinated.
The Company also invested in mental health support programs for its employees. The Holding , for example, announced the Ultra Bem-Estar (Well-being) project, in which employees receive a daily online questionnaire and based on the answers, the health team contacts employees to better understand what is going on and, if necessary, the health team then makes the link between the employee and a specialized treatment with psychologists and psychiatrists. Oxiteno also prepared a campaign to raise mental health awareness among the teams. Ipiranga started a partnership with a wellness platform, providing online specialized professional consultation, content and podcasts that contribute to emotional health.
Related to safety, Ultragaz prioritized actions to consolidate its safety culture. These actions involved individual interviews, discussion groups and field trips to some operational units to help the company understand the diagnosis on the safety topic. The company also consolidated the Valoriza Program, which covers integrative health topics with its employees. Ultracargo also assessed its employees to have a diagnosis of the company’s safety maturity level. The company implemented the Human Factor-Based Accident Analysis Committee to understand and identify the causes of deviations and accidents as well as the development of the maturity stages in occupational and process safety. The diagnosis led to the development of the Strategic Plan for the Safety Culture Transformation. Some of Oxiteno ’s actions involved the senior leadership undertaking capacity building and adhering to the Center for Chemical Process Safety (CCPS) for the American Institute of Chemical Engineers (AIChE), a world reference in process safety.
Ipiranga also assessed its safety culture diagnosis in 2021. The process considered the perceptions of employees, including leaderships and administrative and operational employees. Visits were made to the company’s operational units, AmPm’s distribution centers and AmPm and JetOil stores. The results led to the development of a safety evolution plan, a set of actions to further consolidate the safety culture in all the company’s areas. Another noteworthy point in 2021 was the creation of Reporta Aí, a tool to report only safety-related deviations, whether they concern physical conditions, procedures, or behavior.
Governance and integrity
Ultra Group is recognized for its integrity and for adhering to the best practices of governance. As one of its material topics, the Company is continuously seeking to evolve its practices and positively influence its peers, business partners and other stakeholders.
In the current composition of the Board of Directors, the highest governance body, 60% of the members are independent and 20% of them are women. At the end of 2021, the Company was granted the Women on Board (WOB) certification from an independent initiative supported by UN Women to companies that had at least two women on the Board of Directors.
In 2021, a leadership succession plan was announced for Ultrapar’s Board of Directors, that will be effective as of April 2023. As part of this process, Marcos Lutz will be the CEO of Ultra Group from January 2022 until April 2023, when he will return to the Board. Frederico Curado, Ultra Group’s CEO until the end of 2021, assumed as Vice-Chairman of the Board of Directors in January 2022, a position previously held by Lucio de Castro Andrade Filho, which retired after 45 years working for the Company.
Besides that, Leonardo Linden, formerly Ipiranga’s Commercial Vice-President, was appointed as CEO of the company in September 2021. Marcelo Araújo, who held the CEO position of Ipiranga at that time, assumed as Chief Corporate Development and Advocacy Officer of Ultrapar, a position that was created to oversee the Sustainability, Institutional Relations, Legal and Risks areas.
During the year the Board of Directors updated the Code of Ethics, the Anticorruption and Relationships with Public Officials Corporate Policy, the Related Party Transactions and Conflict of Interests Corporate Policy, the Material Notice Disclosure Policy and the Securities Trading Policy.
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Concerning the Compliance and Ethics Program, an action plan was developed to improve points identified in the previous compliance culture diagnosis carried out in 2020 and that set the Ultra Group as having an Initial Proactive profile according to the most advanced profile of the Hearts & Minds matrix. Among notable actions was that of increasing the team’s understanding of how the ethical guidelines apply to daily work and to capacitate the team in building and engaging with critical suppliers. These suppliers are now also joining Ipiranga and Ultragaz’s resellers, which always participated in the Group’s ethics and compliance capacity training. In 2021, the resellers were instructed about the new updated Related Party Transactions and Conflict of Interests Corporate Policy. The employees of the Holding and of the businesses were also instructed about this new document.
The Compliance and Ethics Program exists since 2015 and is managed by the Risks, Compliance and Audit department with the support of the compliance management from the businesses. Related to ethics, the department directly reports to the Conduct Committee, which advises the Board of Directors and is presided by an independent member. All the Compliance and Ethics Program’s initiatives are overseen by the Conduct Committee. Concerning risks and audit topics, the department directly reports to the Risks and Audit Committee, also related to the Board of Directors. The department also answers to the Group’s Fiscal Council.
Concerning information security and data privacy for employees, clients, consumers, suppliers, business partners and other groups, Ultra Group follows the guidelines of the Personal Data Protection and Privacy Corporate Policy approved in 2020 and the Information Security Policy updated in 2021. Throughout 2021, the Holding and the businesses made efforts to ensure compliance with the General Data Protection Law (LGPD). The Privacy Program and the Personal Data Protection Committee, answering to the Executive Board of Ultra Group, were structured; the businesses’ Privacy Offices were implemented; and the Data Protection Officers (DPOs), in charge of data governance, were appointed. Internal processes were also updated, and the employees received sensitivity training as well as took part in sensitivity campaigns.
The whole existing structure helped minimize the impacts of the cyberattack that occurred in January 2021. As soon as the attack was noticed, the Group suspended its information technology systems, which were restarted a few days after the incident with additional security layers. Later, other measures were adopted to improve even more the security level in the Company’s information technology environment.
R isk Management , Compliance and Audit ing
The Ultra Group has an organized governance structure for the risks, compliance and auditing themes, covering all its businesses.
The Risks, Compliance and Audit department have different reporting levels in the organization according to each of its competencies. The department is linked administratively to the Ultra Group’s Chief Corporate Development and Advocacy Officer, being responsible for the integrated management of risks, maintenance of the Ethics and Compliance Program and for the internal audit. The department reports to the Audit and Risks Committee of the Board of Directors in the management of the corporate risks, in the consolidation of information and controls and in the conducting of the general internal audit process.
The Statutory Audit and Risks Committee, constituted in 2019, was set up to advise the Board of Directors on the supervision of: (i) the integrity and quality of the Company’s financial statements, (ii) the compliance of the Company with legal and regulatory requirements, (iii) the qualification and independence of the independent auditor, (iv) the performance of the Company’s internal auditing functions (represented by the Risks, Compliance and Audit department) and of the independent auditors, and (v) the risk management. The composition of the Statutory Audit and Risks Committee is of three members who are also independent members of the Company.
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Since 2004, Ultra Group has established a Conduct Committee with the purpose of promoting respect, compliance and improvement of ethical principles as well as monitoring the compliance to the Company’s Code of Ethics. Among its various duties, the highlights are: (i) managing the enforcement of the Code of Ethics, its guidelines and related policies; (ii) overseeing the enforcement and effectiveness of the principles provided by the Code of Ethics; (iii) reviewing and approving the Compliance and Ethics Program and overseeing its enforcement to ensure it is being complied with; (iv) recommending proper disciplinary, administrative or legal measures for the topics the Committee deals with and that shall be adopted by the Ultra Group’s bodies as well as resolve on whether it is necessary to discuss the issue with the Risks and Audit Committee or the Board of Directors of the Company to enforce any additional measures required. The Conduct Committee has an external and independent president, and its vice-president comes from the Board of Directors.
Integrated Risk Management
Ultra Group’s risk management structure combines the corporate coordination to a direct interface with each one of the businesses, ensuring that this process is comprehensive and takes into consideration specific sectorial characteristics.
The Systemic Risks Assessment comprises themes which cover the leading threats to the operations of the businesses and are grouped into five families with an interdependent look and dynamic evaluations. In 2021, Ultra Group reviewed and approved the Risk Management Corporate Policy in the Board of Directors, reinforcing its corporate governance.
The discussions take place on a structured and independent basis at each business and in the Holding, covering risks themes both internal and external, evaluating scenarios quantified in terms of impact and vulnerability, and generating mitigating action plans.
Internal and External Audits
Linked to the Risks, Compliance and Audit department, the Internal Audit unit is responsible for monitoring the procedures and controls of all businesses, identifying opportunities for improvement on the risks management that contribute to the updating of the risks map and the Ethics and Compliance Program. The unit also executes internal operational and financial audits, according to the plan approved annually by the Risks and Audit Committee and performs effectiveness tests of internal controls as part of the process of Sarbanes-Oxley (SOX) certification, a requirement for the financial statements published in the United States market.
The External Audit is responsible for auditing the financial statements of the Company, which consider the understanding of the internal controls that are relevant to the preparing process of the financial statements and carrying out the necessary procedures to issue the independent auditors' report on the individual and consolidated financial statements.
Compliance
Ultra Group holds a Compliance and Ethics Program guided by the Code of Ethics, with guidelines approved by the Board of Directors and it is overseen by the Conduct Committee. The program provides annual topics for communication and training, such as combatting of corruption, good anti-trust practices, conflicts of interest, measures against harassment and discrimination, among others, always with the purpose of improving the Company’s integrity culture. In 2021, the program’s consolidated results were published to be accessed by all Ultra Group’s employees, and the Code of Ethics and the Anticorruption Corporate Policy were reviewed to reinforce the Company’s commitment to maintaining the credibility and good reputation of all its businesses.
The Ethics and Compliance Program also determines that a whistleblowing channel should be made available to all stakeholders to receive complaints, anonymity and non-retaliation being guaranteed to complainants. Managed by an independent outside company, Ultra’s Open Channel can be used by employees and outside stakeholders, receiving in Brazil and from abroad requests for orientation on guidelines relating to ethics and integrity and notifications on eventual deviations from the Code of Ethics and corporate policies. The reports are sent to the Risks, Compliance, and Audit department, responsible for handling complaints with the support of the Conduct Committee. In 2021, the channel received 790 reports, which shows that the ethical and integrity awareness actions has maintained the trust of the channel.
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Capital markets
Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 159 million/day in 2021 (-12%). Ultrapar’s shares ended 2021 quoted at R$ 14.54 on B3, a depreciation of 39% in the year, while the Ibovespa stock index fell by 12%. In NYSE, Ultrapar’s shares decreased 42% in the year, while the Dow Jones stock index appreciated 19%. Ultrapar ended 2021 with a market cap of R$ 16 billion.
In February and August 2021, Ultrapar’s Board of Directors approved the issuance of 70,939 and 31,032 common shares, respectively, with the same rights attributed to the remaining shares of the Company already issued, due to the partial exercise of the subscription warrants issued by Ultrapar to the former Extrafarma shareholders. As a consequence of these issuances, Ultrapar’s capital stock is represented by 1,115,107,683 common shares, all of them nominative and with no par value.
Performance of UGPA3 x Ibovespa – 20 2 1 ( Dec 30, 2020 = 100)
Dividends
| Dividend history — Fiscal year | Total amount (R$ million) | Dividend per share (R$) |
|---|---|---|
| 2021 | 404 | 0.37 |
| 2020 | 480 | 0.44 |
| 2019 | 479 | 0.44 |
| 2018 | 685 | 0.63 |
| 2017 | 951 | 0.88 |
In 2021, Ultrapar declared dividends of R$ 404 million, a payout of 46% on the net income for the year, equivalent to 50% of the net income attributed to shareholders of Ultrapar after 5% of legal reserve, and a dividend yield of 2.1% on the average price of Ultrapar’s shares.
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ANALYSIS OF FINANCIAL PERFORMANCE IN 2021
Economic - operati o n al environment
| Macroeconomic indicators | 2021 | 2020 | Δ (%) 2021 v 2020 |
|---|---|---|---|
| GDP* | 4.5% | -3.9% | 8.4pp |
| Inflation in the period | 10.1% | 4.5% | 5.5pp |
| Accumulated Selic rate | 4.4% | 2.8% | 1.7pp |
| Average exchange rate (R$/US$) | 5.40 | 5.16 | 5% |
| Brent crude oil (US$/barrel) | 70 | 42 | 67% |
| * Focus projection from 02/18/22 for 2021 |
The beginning of 2021 was marked by optimism with COVID-19 vaccination spreading around the world and with good expectations in regards to the vaccination campaign in Brazil. However, with the worsening of the pandemic in the first months of the year and growing concerns about the fiscal and inflationary situation in Brazil, the macroeconomic environment deteriorated, leading the country to implement a contractionary monetary policy, with consecutive increases in the basic interest rate.
The uncertainties in the economic scenario resulting from the pandemic and the increase in interest rates led to the depreciation of the BOVESPA stock index of 12% in 2021, while the Dow Jones stock index appreciated 19% in the same period. The average US Dollar rate was R$ 5.40/US$, a depreciation of 5% compared to the average US Dollar rate of R$ 5.16/US$ in 2020.
The proximity of the upcoming presidential elections and the uncertainties and instabilities both in the country and abroad influence the economic scenario projected for 2022. Current market projections estimate economic stagnation in 2022, with inflation above target at 5.6% and interest rates at higher levels of 12.3%, according to the Focus projection of February 18, 2022.
In 2021 fuels distribution market (Otto cycle and diesel) presented a 5% growth in the sales volume compared to 2020. The Otto cycle volume was favored by less social distance measures and restrictions on personal mobility in comparison to 2020, despite consecutive rises in oil prices in 2021, while diesel volumes also followed the economy gradually recover.
In the LPG market, the ANP sales of the bottled segment decreased 3% compared to 2020, mainly due to higher demand for bottled LPG in 2020, because of greater social distancing. On the other hand, the bulk segment increased 7%, due to higher sales to industries, commercial and services segments, which were more impacted by the pandemic in 2020.
In 2021, the reference prices for ethylene and MEG, which are the main chemical commodities that influence Oxiteno’s performance, registered an increase of 43% and 39%, respectively, and the palm kernel oil prices increased 74%, due to tighter supplies of the product. Oxiteno’s results were also benefited from the depreciation of Real in comparison to US Dollar as the products follow the international pricing references.
The liquid bulk storage sector has been growing in Brazil but was impacted by weaker import volumes of oil derivatives and ethanol, partially offset by significant increases of import volumes of chemicals and corrosive products.
In pharmaceutical retailing, gross revenue of the network associated with Abrafarma (Brazilian Drugstore and Pharmacy Networks Association) was R$ 68 billion in 2021 compared to R$ 58 billion in 2020 (+16%), with a net addition of 557 drugstores in Brazil.
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Considerations on the financial and operational information
Ultra Group is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process.
In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively, with the prospect of closing the transactions throughout 2022. Thus, despite not having fulfilled all the conditions precedent for its completion, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continued and discontinued operations unless otherwise indicated .
The financial information presented in this document was prepared in accordance with the IFRS (International Financial Reporting Standards). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them.
The financial information presented in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding. Information denominated EBITDA – Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization; Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance to Instruction No. 527, issued by the Brazilian Securities and Exchange Commission – CVM on October 04, 2012.
Ultra gaz
The volume sold by Ultragaz fell by 1% in 2021, mainly because of the 4% decrease of sales in the bottled segment due to lower demand growth for LPG bottles, reflecting stronger social isolation in 2020. In the bulk segment, volumes increased 5%, with higher sales to industries, commercial and services segments, which were more affected by the pandemic in 2020.
Net revenues rose 32% in 2021, because of LPG costs increases. The cost of goods sold, in turn, increased 37%, due to the increases of LPG and fuels costs in addition to the effects of inflation on production materials.
Sales, general and administrative expenses increased 7% in the year, due to higher expenses with personnel, freight, and commercial rebates, partially offset by lower expenses with consultancies and initiatives to reduce expenses in several lines.
Ultragaz’s EBITDA amounted to R$ 729 million in 2021, a similar level compared to the previous year, mainly due to initiatives for reducing expenses, despite strong inflation throughout the year and lower sales volume.
Ultracargo
Ultracargo’s average installed capacity increased 5% in 2021, due to the expanded tankage capacity at Itaqui and Vila do Conde terminals in the last twelve months. The cubic meter sold increased 2%, because of greater fuel handling in Itaqui, due to the expansions of tankage capacity, partially offset by lower fuel handling in Santos, resulting from lower imports.
Net revenues rose 11% in 2021, due to contractual readjustments, greater handling and better mix of products and terminals. The cost of services provided rose 6%, mainly due to the higher depreciation, resulting from expanded tankage capacity, and leasing readjustments.
Sales, general and administrative expenses increased 5% in the year, due to higher personnel expenses (mainly variable compensation, in line with the progression of results) and information technology and engineering to support expansion projects, productivity gains and digital transformation.
Ultracargo registered a record EBITDA level of R$ 396 million in 2021 (+17%). Excluding the effect of the extraordinary PIS/Cofins tax credits of R$ 12 million in 2020, recurring EBITDA growth in the annual comparison was 22%, as a result of expansions in capacity with profitability gains, contractual readjustments and productivity gains.
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Oxiteno
Oxiteno’s sales volume increased 3% in 2021, with a growth of 8% in specialty chemicals, driven by higher sales mainly to crop solutions and coatings segments, in addition to higher sales in the United States (plant ramp-up). The volume of commodities decreased 17% compared to 2020, due to the prioritization of specialties in the product mix and lower market demand.
Net revenues at Oxiteno increased 36%, because of higher sales volumes and the increase of 25% in average prices in US Dollars, reflecting higher raw material costs and mix product with lower share of commodities.
The cost of goods sold rose 32% in 2021, due to the increase in sales volume and in raw material costs, in addition to the increase in personnel costs (mainly variable compensation, in line with the progression of results) and in maintenance, partially offset by the effect of the Zero Cost Collar in 2020 (margin hedge, discontinued as from 2021).
Sales, general and administrative expenses recorded an increase of 18% in 2021, as a result of higher freight and storage expenses, due to higher sales volumes and higher unit costs, in addition to the increase in personnel expenses (variable compensation) and the effect of exchange variation on expenses at the international units.
The other operations results line recorded a negative variation of R$ 131 million, due to the constitution of extraordinary tax credits related to the exclusion of ICMS from the PIS/Cofins tax base in the amount of R$ 156 million in 2020, partially offset by the receipt of insurance reimbursement for business interruption losses from an incident at Oleoquímica, in Camaçari, in 2017.
Oxiteno registered a record EBITDA of R$ 1,104 million in 2021 (+41%). Excluding the effect of R$ 156 million in extraordinary PIS/Cofins tax credits mentioned above in 2020, the recurring EBITDA growth in the annual comparison was 75%, explained by higher sales volume and improvement in margins, in addition to the effect of the Zero Cost Collar in 2020 (margin hedge, discontinued as from 2021), attenuated by higher costs and expenses.
Ipiranga
Sales volume at Ipiranga increased 5% in 2021, due to the greater effects of the pandemic on fuel consumption in Brazil in 2020, with a growth of 3% in Otto cycle and 6% in diesel.
Net revenues at Ipiranga increased 50%, because of the increase in the average costs of products derived from oil and ethanol, in addition to higher sales volume. The cost of goods sold increased by 51%, for the same reasons that affected the net revenues.
Sales, general and administrative expenses rose 31%, mainly due to higher provisions for contingencies, higher expenses on AmPm’s company-operated stores, Iconic (higher sales volume and commercial rebates) and freight (higher sales volume and increase in unit cost), in addition to the expense saving in several fronts in 2020.
The other operating results line recorded a positive variation of R$ 32 million in 2021, because of higher constitution of extraordinary PIS/Cofins tax credits and higher merchandising revenues from suppliers, partially offset by higher costs relative to Renovabio’s targets.
The disposal of property line recorded a positive result of R$ 184 million in 2021, an increase of R$ 104 million compared to 2022, because of the capital gain recorded by ConectCar’s sale in the amount of R$ 76 million and higher sales of real estate assets, aligned with a more active management process for disposing of Ipiranga’s points of sale.
Ipiranga’s EBITDA amounted to R$ 2,087 million in 2021 (+22%). Excluding the effect of the capital gain from ConectCar’s sale, the growth of recurring EBITDA was 17%, due to higher sales volume, improvement on margins, higher results in the other operating results line and higher results from the disposal of property, attenuated by higher expenses.
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Extrafarma
Extrafarma closed 6 drugstores in 2021 and ended the year with 399 pharmacies, a reduction of 1% in its network. At the end of the year, maturing stores (with up to three years of operation) represented 12% of the network, as a result of greater selectivity in expansion and a more rigorous approach to underperforming stores.
Gross revenues at Extrafarma remained stable, due to the higher result of promotional initiatives, higher same store sales excluding mobile phone sales (SSS), and annual readjustment in the price of medicines. These effects were offset by the lower number of stores, the effects from the cyberattack occurred in January 2021 and the strong comparison basis in mobile phone sales in 2020.
The cost of goods sold decreased 1% in 2021 and gross profit reached R$ 603 million (+2%), equivalent to a gross margin of 29%, 0.8 p.p. higher than 2020.
Sales, general and administrative expenses increased 4%, because of the inflationary impacts on personnel and the contingency of expenses carried out in 2020, partially offset by productivity gains and logistics improvement.
In 2021, impairments of assets were recorded in the amount of R$ 428 million, with no cash effect, because of the sale agreement of Extrafarma to Pague Menos.
Extrafarma reported a negative EBITDA of R$ 353 million in 2021. Excluding the impairment effect, recurring EBITDA was R$ 74 million, a 12% reduction in the annual comparison, mainly because of inflation on expenses.
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Ultrapar
| Income statement — R$ million | 2021 | 2020 | Δ (%) 2021 v 2020 |
|---|---|---|---|
| Net revenues | 1,18,799 | 81,241 | 46% |
| (-) Cost of goods sold and services provided | (111,729) | (75,628) | 48% |
| (=) Gross profit | 7,069 | 5,613 | 26% |
| (-) Selling, marketing, general and administrative expenses | (5,062) | (4,098) | 24% |
| (-) Other operating results | 123 | 221 | -44% |
| (-) Gain on disposal of property, plant and equipment and intangibles | 183 | 76 | 141% |
| (-) Impairment | (428) | - | n/a |
| (=) Operating income | 1,886 | 1,812 | 4% |
| (-) Financial result | (910) | (269) | 238% |
| (-) Share of profit of subsidiaries, joint ventures and associates | (18) | (44) | -60% |
| (=) Income before income and social contribution taxes | 959 | 1,499 | -36% |
| (-) Income and social contribution taxes | (75) | (571) | -87% |
| (=) Net income | 884 | 928 | -5% |
| (+) Income and social contribution taxes | 75 | 571 | -87% |
| (+) Financial result | 910 | 269 | 238% |
| (+) Depreciation and amortization | 1,377 | 1,267 | 9% |
| (=) CVM EBITDA | 3,246 | 3,036 | 7% |
| (+) Cash flow hedge from bonds | 176 | 154 | 15% |
| (+) Amortization of contractual assets with customers – exclusive rights (Ipiranga and Ultragaz) | 283 | 289 | -2% |
| (=) Adjusted EBITDA | 3,704 | 3,479 | 6% |
| (=) Recurring Adjusted EBITDA* | 4,055 | 3,311 | 22% |
| * E xcludes non-recurring effects: |
|---|
| 2020: extraordinary PIS/Cofins tax credits of R$ 156 million at Oxiteno and R$ 12 million at Ultracargo |
| 2021: impairment of R$ 428 million at Extrafarma and capital gain from ConectCar’s sale of R$ 76 million at Ipiranga |
Ultrapar recorded net revenues of R$ 119 billion in 2021, an increase of 46% compared to 2020, due to higher revenues of all businesses, except Extrafarma, with highlight to Ipiranga. The cost of goods sold and services provided at Ultrapar was R$ 112 billion in 2021, an increase of 48% compared to 2020, also due to higher costs in all businesses, except Extrafarma.
Ultrapar recorded a gross profit of R$ 7.1 billion in 2021, an increase of 26% in the annual comparison, due to the increase in aggregate profit in all businesses, especially Ipiranga, which was the business most affected by the pandemic in 2020.
Ultrapar’s selling, marketing, general and administrative expenses increased 24%, due to inflationary effects and to the contingency of expenses on several fronts throughout 2020, in addition to other specific effects across all businesses in 2021.
The other operating results line decreased 44% compared to 2020, mainly due to the lower constitution of extraordinary tax credits at Oxiteno and the greater appropriation of costs relative to Renovabio’s targets at Ipiranga, partially offset by (i) higher constitution of extraordinary tax credits and higher merchandising revenues from suppliers at Ipiranga and (ii) receipt of insurance reimbursement for business interruption losses from an incident at Oleoquímica (occurred in 2017) at Oxiteno in 2021.
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The disposal of property line increased 141% compared to 2020, due to the higher results from sales of real estate assets and the capital gain from ConectCar’s sale, both at Ipiranga.
In 2021, an effect of R$ 428 million was recorded in the line of impairment, because of the impairment of Extrafarma’s assets arising from the sale agreement of Extrafarma to Pague Menos.
Ultrapar’s recurring Adjusted EBITDA reached R$ 4.1 billion in 2021, an increase of 22% compared to 2020, mainly due to the increase in the EBITDAs at Oxiteno, Ipiranga and Ultracargo, partially offset by higher Holding expenses and lower EBITDA at Extrafarma. Ultragaz’s EBITDA remained stable.
The total costs and expenses with depreciation and amortization¹ in 2021 amounted to R$ 1.7 billion, an increase of 7% compared to 2020, due to the investments over the period.
¹ Includes amortization of assets of contracts with clients – exclusive rights
Ultrapar posted an operating income of R$ 1.9 billion in 2021, a result 4% higher than 2020.
Ultrapar’s financial result reported a net financial expense² of R$ 910 million in 2021, compared to a net financial expense of R$ 269 million in 2020, mainly due to the negative temporary effect of mark-to-market of hedges and higher debt cost, because of higher interest rates.
² Does not include the result of the cash flow hedge from bonds
Ultrapar’s net income reached R$ 884 million in 2021, a reduction of 5% compared to 2020, due to higher net financial expenses and higher depreciation, attenuated by higher EBITDA in the period and lower taxes.
Results from the Holding, affiliates and abastece aí
In addition to the results of the five main businesses, Ultrapar recorded a negative result of R$ 258 million in 2021, composed of (i) R$ 162 million of negative EBITDA with the Holding, as a result of higher expenses with M&A projects and personnel, (ii) R$ 80 million of negative EBITDA with abastece aí, due to expenses with personnel, technology and marketing development and expansion of the app and the loyalty program and (iii) R$ 16 million of negative EBITDA with affiliates, mainly due to ConectCar, which no longer compose Ultrapar’s results as from 4Q21.
Indebtedness
Ultrapar ended 2021 with a net financial debt of R$ 9.9 billion, composed of gross indebtedness of R$ 16.6 billion and cash position of R$ 6.7 billion. Considering the leasing payable (IFRS 16) of R$ 1.8 billion, the total net debt was R$ 11.7 billion (2.9x LTM Adjusted EBITDA³) compared to R$ 10.5 billion on December 31, 2020 (3.0x LTM Adjusted EBITDA).
³ Does not include the impairment of R$ 428 million at Extrafarma and capital gain from ConectCar’s sale of R$ 76 million
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Investments
Organic investments by business – R$ million
In 2021, Ultrapar’s investments, net of divestments and receivables, totaled R$ 1.9 billion, a 27% higher than the amount invested in 2020, mainly due to lower investments in 2020 as a cash contingency measure, due to the uncertainties imposed by the pandemic and lower markets growth.
Ultragaz invested R$ 354 million in 2021, mainly allocated to equipment installed in new customers in the bulk segment, to the new plants in Belém (state of Pará) and Fortaleza (state of Ceará), to the acquisition and replacement of bottles, in addition to security and information technology projects.
Ultracargo recorded investments of R$ 358 million in 2021, mainly for the construction of the new terminal in Vila do Conde (state of Pará), for the expansion of the Itaqui terminal (Phase III) and projects for efficiency gains, maintenance and operational safety of the terminals.
Oxiteno invested R$ 287 million in 2021, mainly directed to the maintenance and safety of production units.
Ipiranga invested R$ 807 million in 2021, allocated to the expansion and maintenance of Ipiranga’s service stations franchise network, besides logistics infrastructure. Out of the total investments, R$ 418 million refers to fixed and intangible assets and R$ 420 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 32 million installments from sale of real estate assets, net of financings offered to customers.
Extrafarma invested R$ 36 million in 2021, mainly for information technology projects and maintenance and improvements in stores.
Relation s with the Independent Auditors
The Company has a policy for hiring the services to be rendered by independent auditors guaranteeing that there is no conflict of interests, loss of independence or objectivity in the auditing services of the financial statements to be provided by the independent auditors.
Pursuant to CVM Instruction 381/03, we inform that during the fiscal year of 2021, we contracted from our independent auditors different works from that co-related to the auditing of the financial statements, representing 6% of the global remuneration in fees for the external audit services. Services rendered relate to the revision of the Tax Accounting Bookkeeping and Digital Accounting Bookkeeping audit for the emission of a comfort letter in connection with the offer of securities and reviewing of tax credits totaling R$ 551 thousand. The period for providing these services was less than one year.
Our independent auditors declare to the Management of the Company that the services rendered did not affect the independence and objectivity necessary to perform the external audit services of the financial statements.
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São Paulo, F ebruary 23 , 202 2 – Ultrapar P a rticipações S.A . (“Company”, “Ultra Group” or “ Ultrapar ”, B3: UGPA3 / NYSE: UGP), a company engaged in energy and infrastructure through Ipiranga , Ultragaz and Ultracargo , specialty chemicals through Oxiteno and retail pharmacy with Extrafarma , today announces its results for the fourth quarter of 2021.
| Net revenues | EBITDA | Net income |
|---|---|---|
| R$ 3 4 bi llion | R$ 1 , 187 million | R$ 3 90 m i llion |
| Invest ments | Cash flow from operations 20 21 | Market cap |
| R$ 716 million | R$ 2 . 6 billion | R$ 16 billion |
Highlights
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Message from the Management
The year of 2021 was one of significant transformations for the Ultra Group.
Ultragaz, Ultracargo and Oxiteno registered record results and profitability in 2021. Ipiranga and Extrafarma, in turn, had lower results in the first semester and, even with an improvement in their operations during the second semester, they didn’t reach desired levels of profitability. In this sense, we have implemented a series of operational changes and adjustments geared towards recovering Ipiranga's trajectory of profitable growth over the course of 2022 and 2023.
We made significant progress in our portfolio review strategy, with the signing of the sale agreements of Oxiteno and Extrafarma (still pending approval from the Brazilian competition authority), in addition to the conclusion of the sale of our equity interest in ConectCar.
It’s worth mentioning the significant renovation of our management and governance structure carried out in 2021, strengthening the pillars for Ultra Group’s progress and perpetuity. In April, three new members were elected to Ultrapar’s Board of Directors, adding even more experience and skills to the Company. The succession of the executive leadership position of Ultra Group and Ipiranga was also carried out, as well as the establishment and subsequent beginning of the process for the succession plan to the Ultrapar’s Chairman of the Board of Directors, with the conclusion being expected for April 2023. In addition, we also highlight the renewal of the group of managers of Ultra Group and its businesses.
In 2021, despite the challenges imposed by the coronavirus pandemic, we continued to provide quality products and services to the Brazilian society, without any interruption while also upholding our strict commitment to our employees’ health and safety. We continue focused on supporting social efforts to combat the pandemic, by donating hospital supplies, basic food baskets, LPG and hygiene items. Considering both 2020 and 2021, our contributions to support combating the pandemic amounted to R$ 45 million.
At the same time, we consolidated our sustainability strategy, which became an intrinsic part of the Company's strategic plan, strengthening the integrated view in the decision-making process, considering financial, social, environmental and corporate governance topics. Another highlight is the establishment of the Ultrapar’s Sustainability and Corporate Affairs executive position, in March 2021.
As to our consolidated financial results, net revenues totaled R$ 119 billion, 46% higher than 2020, as a result of higher revenues in all businesses, except Extrafarma. The Company achieved an EBITDA of R$ 4.1 billion, excluding the effects of Extrafarma’s impairment and capital gain from ConectCar’s sale, and a net income of R$ 884 million in 2021, of which R$ 404 million should be distributed as dividends to shareholders. We also highlight the post-investment operational cash generation, which amounted R$ 1.3 billion and contributed to the reduction of our financial leverage in an annual comparison. In September, we issued an Agribusiness Receivables Certificate (locally known as “CRA”) in the amount of R$ 960 million and cost of 102.75% of the CDI rate (Brazilian interbank deposit), extending our debt profile. As a result, we ended the year with a cash position of R$ 6.7 billion and an average debt duration of 4.6 years.
Ultrapar enters 2022 strengthened to increase long-term value creation for its shareholders and other stakeholders and ready for a new cycle of growth.
We thank all our employees for their commitment and engagement throughout the year and our other stakeholders for trusting our company.
| Pedro Wongtschowski | Frederico Fleury Curado | Marcos Marinho Lutz |
|---|---|---|
| Chairman of the Board of Directors | Chief Executive Officer until Dec/21 | Chief Executive Officer from Jan/22 |
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Considerations on the financial and operational information
Ultra Group is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process. In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively, with the prospect of closing the transactions throughout 2022. Thus, despite not having fulfilled all the conditions precedent for its completion, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continued and discontinued operations unless otherwise indicated .
The financial information presented in this document was prepared in accordance with the IFRS (International Financial Reporting Standards). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. The financial information presented in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding. Information denominated EBITDA – Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization; Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance to Instruction No. 527, issued by the Brazilian Securities and Exchange Commission – CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:
| R$ million | Quarter — 4Q21 | 4Q20 | 3Q21 | Accumulated — 2021 | 2020 |
|---|---|---|---|---|---|
| Net income | 390.4 | 431.5 | 374.3 | 883.9 | 927.7 |
| (+) Income and social contribution taxes | 26.8 | 214.7 | (108.0) | 74.7 | 571.4 |
| (+) Net financial (income) expenses | 277.3 | (136.5) | 296.0 | 909.7 | 269.4 |
| (+) Depreciation and amortization | 362.7 | 326.7 | 346.1 | 1,377.2 | 1,267.2 |
| CVM EBITDA | 1,057.2 | 836.4 | 908.4 | 3,245.6 | 3,035.6 |
| Accounting adjustments | |||||
| (+) Amortization of contractual assets with customers - exclusive rights (Ipiranga) | 82.4 | 64.6 | 70.5 | 281.0 | 287.8 |
| (+) Amortization of contractual assets with customers - exclusive rights (Ultragaz) | 0.4 | 0.4 | 0.4 | 1.5 | 1.6 |
| (+) Cash flow hedge from bonds (Oxiteno) | 47.2 | 47.9 | 38.0 | 176.2 | 153.5 |
| Adjusted EBITDA | 1,187.2 | 949.3 | 1,017.3 | 3,704.3 | 3,478.5 |
| Adjusted EBITDA of continuing operations | 948.8 | 661.1 | 651.0 | 2,965.7 | 2,629.6 |
| Ultragaz | 222.0 | 154.4 | 220.5 | 729.3 | 729.1 |
| Ultracargo | 101.2 | 77.0 | 102.1 | 396.0 | 337.5 |
| Ipiranga | 703.8 | 487.5 | 398.1 | 2,086.7 | 1,711.7 |
| Holding, affiliates and abastece aí | (82.4) | (65.4) | (71.8) | (258.0) | (169.0) |
| Eliminations | 4.1 | 7.7 | 2.2 | 11.7 | 20.2 |
| Adjusted EBITDA of discontinued operations | 238.5 | 288.3 | 366.3 | 738.6 | 849.0 |
| Oxiteno | 251.5 | 261.9 | 351.5 | 1,103.7 | 784.9 |
| Extrafarma | (9.0) | 34.0 | 17.0 | (353.5) | 84.3 |
| Eliminations | (4.1) | (7.7) | (2.2) | (11.7) | (20.2) |
| Non-recurring items that affected EBITDA | |||||
| (-) Capital gains ConectCar - results from disposal of assets (Ipiranga) | (76.5) | - | - | (76.5) | - |
| (+) Impairment (Extrafarma) | 32.9 | - | - | 427.5 | - |
| (-) Tax credits (Oxiteno) | - | (84.8) | - | - | (155.7) |
| (-) Tax credits (Ultracargo) | - | - | - | - | (11.7) |
| Recurring Adjusted EBITDA | 1,143.6 | 864.6 | 1,017.3 | 4,055.3 | 3,311.1 |
| Recurring Adjusted EBITDA of continuing operations | 872.3 | 661.1 | 651.0 | 2,889.2 | 2,617.8 |
| Ultragaz | 222.0 | 154.4 | 220.5 | 729.3 | 729.1 |
| Ultracargo | 101.2 | 77.0 | 102.1 | 396.0 | 325.7 |
| Ipiranga | 627.3 | 487.5 | 398.1 | 2,010.2 | 1,711.7 |
| Holding, affiliates and abastece aí | (82.4) | (65.4) | (71.8) | (258.0) | (169.0) |
| Eliminations | 4.1 | 7.7 | 2.2 | 11.7 | 20.2 |
| Recurring Adjusted EBITDA of discontinued operations | 271.3 | 203.5 | 366.3 | 1,166.1 | 693.3 |
| Oxiteno | 251.5 | 177.2 | 351.5 | 1,103.7 | 629.2 |
| Extrafarma | 23.9 | 34.0 | 17.0 | 74.1 | 84.3 |
| Eliminations | (4.1) | (7.7) | (2.2) | (11.7) | (20.2) |
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Ultrapar
| Amounts in R$ million | 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Net revenues | 34,411 | 23,216 | 31,911 | 48% | 8% | 118,799 | 81,241 | 46% |
| Adjusted EBITDA | 1,187 | 949 | 1,017 | 25% | 17% | 3,704 | 3,479 | 6% |
| Recurring EBITDA 1 | 1,144 | 865 | 1,017 | 32% | 12% | 4,055 | 3,311 | 22% |
| Depreciation and amortization 2 | 445 | 392 | 417 | 14% | 7% | 1,660 | 1,557 | 7% |
| Financial result 3 | (324) | 89 | (334) | n/a | 3% | (1,086) | (423) | (157%) |
| Net income | 390 | 432 | 374 | (10%) | 4% | 884 | 928 | (5%) |
| Investments 4 | 716 | 485 | 491 | 48% | 46% | 1,899 | 1,508 | 26% |
| Cash flow from operations | 704 | 508 | 604 | 39% | 16% | 2,586 | 3,138 | (18%) |
1 Non-recurring items described in the EBITDA calculation table – page 3
2 Includes amortization of contractual assets with customers – exclusive rights
3 Includes the result of the cash flow hedge from bonds
4 Includes R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q21, R$ 15 million related to the grant of Ultracargo’s IQI-13 terminal in Itaqui in 3Q21 and R$ 14 million related to the grant of Ipiranga's terminal in Belém in 3Q21
Net revenues – Total of R$ 34,411 million, an increase of 48% in relative to 4Q20, due to higher sales from Ipiranga, Ultragaz, Oxiteno and Ultracargo. Compared to 3Q21, the net revenues increased 8%, as a result of higher sales in all businesses. In 2021, net revenues totaled R$ 118,799 million, a growth of 46% in comparison to the previous year, mainly due to higher fuels and LPG costs during the period.
Recurring EBITDA – Total of R$ 1,144 million, an increase of 32% in relation to 4Q20, mainly due to higher EBITDAs at Ipiranga, Ultragaz, Oxiteno and Ultracargo. In relation to 3Q21, the recurring EBITDA increased 12%, mainly due to higher results from Ipiranga, partially offset by lower results at Oxiteno, abastece aí and the Holding. The recurring EBITDA registered in 2021 was R$ 4,055 million (+22%), due to higher EBITDAs at Oxiteno, Ipiranga and Ultracargo, despite lower EBITDAs at Extrafarma, the Holding and abastece aí.
Results from the Holding, affiliates and abastece aí – In addition to the results of the five main businesses, Ultrapar recorded a negative result of R$ 82 million, composed of (i) R$ 54 million of negative EBITDA with the Holding, R$ 14 million higher than 4Q20, due to the concentration of expenses with M&A projects and the effects of inflation on personnel expenses, (ii) R$ 33 million of negative EBITDA with abastece aí, due to the concentration of expenses with personnel, development and marketing to increase the use of the app and the loyalty program and (iii) R$ 5 million of positive EBITDA with affiliates, due to higher results from Refinaria Riograndense.
Deprecia tion and amortization – Total of R$ 445 million, 14% and 7% higher in relation to 4Q20 and 3Q21, respectively, due to investments made throughout the periods and higher amortization of contractual assets at Ipiranga.
Financial result (including cash flow hedge) – Ultrapar recognized net financial expenses of R$ 324 million in 4Q21, compared to net financial revenues of R$ 89 million in 4Q20. This deterioration was brought on by (i) the monetary correction on extraordinary tax credits of R$ 160 million in 4Q20, (ii) the CDI rate increase over the greater average balance of net debt, despite lower cost of debt and (iii) temporary negative effect of mark-to-market of hedges of the bonds. In relation to 3Q21, a period that Ultrapar recognized net financial expenses of R$ 334 million, the difference is mainly explained by lower impacts from the temporary negative effect of mark-to-market of hedges of the bonds. In 2021, Ultrapar presented net financial expenses of R$ 1,086 million, R$ 663 million higher than the net financial expenses of 2020, mainly due to the temporary negative effect of mark-to-market of exchanged hedges, to lower level of monetary correction on extraordinary tax credits and the CDI rate increase over the greater average balance of net debt, despite lower cost of debt.
Net income – Total of R$ 390 million, a reduction of 10% compared to 4Q20, resulting from the deterioration of the financial result and higher costs and expenses with depreciation and amortization, attenuated by higher EBITDA and lower income tax costs. In relation to 3Q21, the net income increased 4%, due to higher EBITDA, partially offset by the income tax reversion over the SELIC’s adjustments of extraordinary tax credits of R$ 196 million in 3Q21. In 2021, Ultrapar's net income totaled R$ 884 million (-5%), despite the EBITDA growth, mainly due to the worsening of the financial result.
Cash flow from operations – Generation of R$ 2.6 billion in 2021, lower than the generation of R$ 3.1 billion in 2020, due to increased investment in working capital, mainly due to higher fuels, LPG and raw materials costs, attenuated by higher EBITDA.
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Ultragaz
| 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ | |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Total volume (000 tons) | 416 | 426 | 453 | (2%) | (8%) | 1,714 | 1,732 | (1%) |
| Bottled | 278 | 289 | 304 | (4%) | (9%) | 1,154 | 1,198 | (4%) |
| Bulk | 139 | 137 | 149 | 1% | (7%) | 560 | 534 | 5% |
| EBITDA (R$ million) | 222 | 154 | 220 | 44% | 1% | 729 | 729 | 0% |
Operational performance – The volume sold by Ultragaz in 4Q21 decreased 2% in relation to 4Q20, as a result of a 4% reduction in the bottled segment, in line with the lower market demand. The bulk segment, on the other hand, increased 1%, mainly due to higher sales to industrial, commercial and services segments. In relation to 3Q21, sales volume decreased 8%, due to the typical seasonality between quarters. In 2021, sales volume at Ultragaz amounted to 1,714 thousand tons, a 1% reduction compared to 2020, mainly due to higher sales in the bottled segment when social isolation was greater during the beginning of the pandemic.
Net revenues – Total of R$ 2,682 million (+36%), mainly due to the increases in LPG costs. In relation to 3Q21, net revenues remained stable. In 2021, net revenues totaled R$ 9,745 million, a growth of 32% compared to the previous year.
Cost of goods sold – Total of R$ 2,346 million (+37%), due to the readjustments of LPG costs by Petrobras, resulting from the increases in the international prices of oil and derivatives and exchange rate variation, along with the effects of inflation on personnel, fuels and production materials. Compared to 3Q21, cost of goods sold remained stable. In 2021, cost of goods sold was R$ 8,626 million, 37% higher than the previous year.
Sales, general and administrative expenses – Total of R$ 181 million (+6%), resulting from higher personnel expenses, higher provisions for doubtful accounts (parameters update), higher sales commissions and freight expenses, attenuated by lower information technology expenses. In relation to 3Q21, sales, general and administrative expenses increased 4%, due to higher personnel expenses. In 2021, SG&A totaled R$ 661 million, a growth of 7% compared to 2020.
EBITDA – Total of R$ 222 million, a growth of 44% compared to 4Q20, arising from pass throughs of LPG costs increases, attenuated by higher expenses. In relation to 3Q21, EBITDA increased 1%, due to pass throughs of LPG cost increases, partially offset by lower sales volume. Ultragaz's 2021 EBITDA reached R$ 729 million, similar to the record level registered in the previous year, mainly due to initiatives for higher productivity and for expenses reduction, even with the effects of inflation and lower volumes.
Investments – R$ 80 million were invested in this quarter, mainly allocated to equipment installed in new customers in the bulk segment, to the new plants in Belém (state of Pará) and Fortaleza (state of Ceará), to the standardization of resales, to the acquisition and replacement of bottles and to information technology projects. In 2021, total investments amounted to R$ 354 million.
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Ultracargo
| 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ | |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Installed capacity 1 (000 m³) | 917 | 838 | 878 | 9% | 4% | 874 | 832 | 5% |
| m³ sold (000 m³) | 3,164 | 3,070 | 3,089 | 3% | 2% | 12,545 | 12,244 | 2% |
| EBITDA (R$ million) | 101 | 77 | 102 | 32% | (1%) | 396 | 337 | 17% |
| Recurring EBITDA 2 ( R$ million) | 101 | 77 | 102 | 32% | (1%) | 396 | 326 | 22% |
1 Monthly average
2 Does not include the effect of extraordinary tax credits of R$ 12 million in 2Q20
Operational performance – Ultracargo's average installed capacity increased 9% in relation to 4Q20, due to the beginning of operations in Vila do Conde terminal in December 2021 and the commissioning of capacity expansions in Itaqui in the last twelve months. The m³ sold increased 3%, due to the increase in fuels handling in Itaqui, attenuated by lower handling in Suape. In relation to 3Q21, the m³ sold increased 2% for the same reasons mentioned above. In 2021, the m³ sold totaled 12,545 thousand m³, a growth of 2% compared to the previous year.
Net revenues – Total of R$ 187 million (+13%), due to contractual readjustments and a richer mix of products and terminals, in addition to the capacity expansions in the Itaqui terminal. Compared to 3Q21, net revenues increased 5%, due to higher handling and contractual readjustments. In 2021, net revenues amounted to R$ 713 million, 11% higher than 2020.
Cost of services provided – Total of R$ 78 million (+5%), mainly due to an increase in depreciation, arising from the capacity expansions, and higher rental readjustments costs. In relation to 3Q21, cost of services provided increased 12%, due to the effects of inflation over personnel and higher depreciation costs. In 2021, cost of services provided totaled R$ 285 million, an increase of 6% in relation to the previous year.
Sales, general and administrative expenses – Total of R$ 36 million (+6%), due to higher personnel expenses and information technology to support productivity gains and digital transformation projects. Compared to 3Q21, sales, general and administrative expenses increased 10% mainly due to higher information technology expenses and the effects of inflation over personnel. In 2021, SG&A totaled R$ 136 million, 5% higher than 2020.
Recurring EBITDA – Total of R$ 101 million (+32%), due to expansions with profitability gains, contractual readjustments and productivity gains. In relation to 3Q21, EBITDA was R$ 1 million lower, due to higher expenses. In 2021, Ultracargo's EBITDA reached a record level of R$ 396 million, an increase of 22% in the relation to the previous year, due to capacity expansions with profitability gains at the terminals, contractual readjustments and productivity gains.
Investments – Investments in the period amounted to R$ 71 million, directed to the conclusion of the construction of the new terminal in Vila do Conde (state of Pará), the expansion of the Itaqui terminal and projects for operational safety, efficiency gains and maintenance of the terminals. In 2021, total investments amounted to R$ 358 million.
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Oxiteno
| 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ | |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Average exchange rate (R$/US$) | 5.58 | 5.40 | 5.23 | 3% | 7% | 5.40 | 5.16 | 5% |
| Total volume (000 tons) | 191 | 204 | 216 | (6%) | (11%) | 779 | 753 | 3% |
| Commodities | 22 | 33 | 35 | (34%) | (37%) | 108 | 130 | (17%) |
| Specialty chemicals/Others | 169 | 171 | 181 | (1%) | (6%) | 672 | 624 | 8% |
| Sales in Brazil | 135 | 154 | 154 | (13%) | (13%) | 551 | 535 | 3% |
| International sales | 57 | 50 | 62 | 13% | (9%) | 228 | 219 | 4% |
| EBITDA (R$ million) | 252 | 262 | 352 | (4%) | (28%) | 1,104 | 785 | 41% |
| Recurring EBITDA 1 (R$ million) | 252 | 177 | 352 | 42% | (28%) | 1,104 | 629 | 75% |
1 Does not include the effect of extraordinary tax credits of R$ 71 mi llion in 1Q20 and of R$ 85 million in 4Q20
Operational performance – Oxiteno's total sales volume decreased 6% in relation to 4Q20, a reduction of 1% in specialty chemicals resulting from lower sales to the home and personal care segment, attenuated by higher sales to the crop solutions segment and in the United States. The volume of commodities decreased 34%, due to the prioritization of specialty chemicals sales during the period of scheduled shutdowns. In relation to 3Q21, the volume decreased 11%, with lower sales in the domestic market, especially to the home and personal care segment, besides the lower volume of international units, reflection of the typical seasonality between quarters. In 2021, Oxiteno sales volume totaled 779 thousand tons, 3% higher than 2020.
Net revenues – Total of R$ 2,013 million (+36%), due to the increase in average dollar prices, as a result of the rise in raw materials costs and a product mix with lower share of commodities, and the average exchange rate more devalued, despite the lower sales volume. In relation to 3Q21, net revenues increased 2%, for the same reasons mentioned above. In 2021, net revenues totaled R$ 7,103 million, a 36% increase in relation to 2020.
Cost of goods sold – Total of R$ 1,631 million (+38%), due to higher costs of raw materials, higher costs with personnel (variable remuneration), and maintenance related to the scheduled shutdowns in the 4Q21, attenuated by the effect of the Zero Cost Collar in 4Q20 (margin hedge, discontinued as from 2021). In relation to 3Q21, cost of goods sold increased 8%, due to higher costs of raw materials, in line with the international prices, and higher costs with personnel and maintenance. In 2021, cost of goods sold totaled R$ 5,541 million, 32% higher than 2020.
Sales, general and administrative expenses – Total of R$ 264 million (+16%), due to higher expenses with freight and storage, as a result of higher unit costs, and higher expenses with personnel. In relation to 3Q21, sales, general and administrative expenses increased 5%, due to higher expenses with logistics and legal counsel. In 2021, SG&A totaled R$ 968 million, a 18% growth in relation to 2020.
Other operating results – Decrease of R$ 81 million in relation to 4Q20, due to the constitution of extraordinary tax credits related to the exclusion of ICMS from the PIS/Cofins tax calculation basis in the 4Q20. In relation to 3Q21, there was a reduction of R$ 18 million, due to the insurance reimbursement for business interruption losses in 3Q21 from an incident at Oleoquímica, in Camaçari, in 2017.
Recurring EBITDA – Oxiteno achieved an EBITDA of R$ 252 million, 42% higher than 4Q20, due to better margins and to the effect of the Zero Cost Collar in 4Q20 (margin hedge, discontinued as from 2021), attenuated by higher costs and expenses. In relation to 3Q21, EBITDA decreased 28%, mainly due to lower sales volume and higher costs and expenses, reflection of the typical seasonality between quarters. In 2021, Oxiteno's EBITDA reached a record level of R$ 1,104 million, a 75% growth in relation to the previous year, explained by higher sales volume and better margins, besides the effect of the Zero Cost Collar in 2020, attenuated by higher costs and expenses.
Investments – Investments in the period amounted to R$ 126 million, mainly directed to the maintenance and safety of production units, as well as information technology projects. In 2021, total investments amounted to R$ 287 million.
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Ipiranga
| 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ | |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Total volume (000 m³) | 5,670 | 5,815 | 5,855 | (2%) | (3%) | 22,477 | 21,461 | 5% |
| Diesel | 2,909 | 2,861 | 3,121 | 2% | (7%) | 11,806 | 11,164 | 6% |
| Otto cycle | 2,656 | 2,847 | 2,623 | (7%) | 1% | 10,233 | 9,895 | 3% |
| Others 1 | 105 | 107 | 110 | (2%) | (5%) | 439 | 402 | 9% |
| EBITDA (R$ million) | 704 | 487 | 398 | 44% | 77% | 2,087 | 1,712 | 22% |
| Recurring EBITDA 2 (R$ million) | 627 | 487 | 398 | 29% | 58% | 2,010 | 1,712 | 17% |
1 Fuel oils, arla 32, kerosene, lubricants and greases
2 Does not include the capital gains from the sale of ConectC a r of R$ 76 million in 4Q21
Operational performance – Ipiranga reported a decrease of 2% in the volume sold relative to 4Q20, with a reduction of 7% in the Otto cycle, with a greater share of gasoline at the expense of ethanol in the product mix, while diesel increased 2%. In relation to 3Q21, the volume was 3% lower, with a decrease of 7% in diesel, attenuated by a growth of 1% in the Otto cycle. In 2021, Ipiranga sold 22,477 thousand m³, 5% higher than 2020.
Net revenues – Total of R$ 29,060 million (+52%), due to the increase of the average costs of oil derivatives and ethanol. In relation to 3Q21, net revenues increased 9%, due to the same factors mentioned above. In 2021, net revenues amounted to R$ 99,383 million, 50% higher than the previous year.
Cost of goods sold – Total of R$ 28,004 million (+52%), due to increased costs of oil derivatives and ethanol, arising from the increase in international prices and the Real devaluation. In relation to 3Q21, the increase of 8% resulted from the same factors mentioned above. In 2021, cost of goods sold totaled R$ 96,110 million, 51% higher than 2020.
Sales, general and administrative expenses – Total of R$ 706 million (+50%) mainly due to a concentration of contingencies provisions (mostly civil and tax proceedings) in the amount of R$ 88 million, higher expenses with AmPm’s company-operated stores, and the impacts of inflation over expenses, besides the contingency of expenses in several fronts in 2020 and lower expenses with provision for doubtful accounts in the 4Q20. In relation to 3Q21, sales, general and administrative expenses increased 29%, due to the concentration of contingencies provisions already mentioned, higher provision for doubtful accounts and higher marketing expenses. In 2021, SG&A totaled R$ 2,232 million, an increase of 31% in relation to 2020.
Other operating results – Total of R$ 15 million in the quarter, a reduction of R$ 8 million in relation to 4Q20, mainly due to lower extraordinary tax credits (R$ 42 million in 4Q21 vs R$ 70 million in 4Q20), attenuated by higher revenues of merchandising negotiated with suppliers and lower costs with CBios. In relation to 3Q21, there was an increase of R$ 10 million, due to higher revenues of merchandising negotiated with suppliers.
Results from disposal of assets – Total of R$ 128 million (+175%), due to capital gain from the sale of ConectCar in the amount of R$ 76 million and higher sales of real estate assets. In relation to 3Q21, there was an increase of R$ 111 million, due to the same reasons already mentioned.
Recurring EBITDA – Total of R$ 627 million (+29%), mainly due to better margins and higher results from disposal of assets, partially offset by higher expenses and lower volume. In relation to 3Q21, the EBITDA growth was 58%, for the same reasons mentioned in the annual comparison. Ipiranga's recurring EBITDA amounted to R$ 2,010 million in 2021, a 17% increase in relation to 2020, due to better margins and higher sales volume, attenuated by higher expenses.
Investments – R$ 415 million were invested in the quarter, directed to expansion and maintenance of Ipiranga’s service station and franchise network and to logistics infrastructure. Out of the total investments, R$ 190 million refers to additions to fixed and intangible assets, R$ 198 million to contractual assets with customers (exclusive rights) and R$ 28 million to installments from the sale of real estate assets, net of financing granted to customers. In 2021, total investments amounted to R$ 807 million.
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Extrafarma
| 4Q21 | 4Q20 | 3Q21 | Δ | Δ | 2021 | 2020 | Δ | |
|---|---|---|---|---|---|---|---|---|
| 4Q21 v 4Q20 | 4Q21 v 3Q21 | 2021 v 2020 | ||||||
| Number of stores (end of the period) | 399 | 405 | 399 | (1%) | 0% | 399 | 405 | (1%) |
| % of mature stores (+3 years) | 88% | 75% | 85% | 13 p.p. | 4 p.p. | 88% | 75% | 13 p.p. |
| Gross revenues (R$ million) | 528 | 548 | 510 | (4%) | 4% | 2,096 | 2,106 | 0% |
| EBITDA (R$ million) | (9) | 34 | 17 | n/a | n/a | (353) | 84 | n/a |
| Recurring EBITDA 1 (R$ million) | 24 | 34 | 17 | (30%) | 40% | 74 | 84 | (12%) |
1 Does not include the impairment of assets of R$ 395 million in 2 Q 21 and of R$ 33 million in 4Q21
Operational performance – Extrafarma ended 4Q21 with 399 pharmacies, with 6 closures and no openings in the last twelve months, a reduction of 1% in its network, resulting from a more rigorous approach to underperforming stores. At the end of the quarter, maturing stores (with up to three years of operation) represented 12% of the chain.
Gross revenues – Total of R$ 528 million (-4%), due to a lower number of stores (-1%) and a strong basis for comparison in mobile phone sales in 4Q20 (-71%), resulting from the temporary shutdown of commercial activities by virtue of the pandemic in that period. In relation to 3Q21, gross revenues increased 4%, mainly due to higher number of promotional actions and typical seasonality between quarters. In 2021, Extrafarma's gross revenues totaled R$ 2,096 million, in line with 2020.
Cost of goods sold and gross profit – Cost of goods sold amounted to R$ 352 million (-3%), following the reduction in sales. Gross profit totaled R$ 148 million (-5%), equivalent to a gross margin of 28.0%, 0.4 p.p. below 4Q20. In relation to 3Q21, cost of goods sold increased 6%, while gross profit was reduced by 1%, due to promotional actions. In 2021, cost of goods sold amounted to R$ 1,384 million (-1%) and gross profit to R$ 603 million (+2%).
Sales, general and administrative expenses – Total of R$ 162 million (+3%), due to the impacts of inflation over personnel expenses, partially offset by productivity gain actions. In relation to 3Q21, sales, general and administrative expenses decreased 8%, especially due to actions to reduce expenses and higher tax credits. In 2021, SG&A amounted to R$ 682 million, 4% higher than 2020.
Impairment – Loss of R$ 33 million, due to impairment of assets, with no cash effect, as a result of the signing of the sale agreement of Extrafarma to Pague Menos.
Recurring EBITDA – Total of R$ 24 million (-30%), due to lower sales and the impacts of inflation over expenses. In relation to 3Q21, there was a 40% increase, due to higher sales and lower expenses. In 2021, Extrafarma's recurring EBITDA was R$ 74 million, a reduction of 12% in relation to 2020, due to lower sales and the impacts of inflation over expenses.
Investments – In 4Q21, R$ 10 million were invested mostly in information technology and the improvements and refurbishments in stores. In 2021, total investments amounted to R$ 36 million.
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Indebtedness (R$ mi llion )
| Ultrapar consolidated | 4Q21 | 4Q20 | 3Q21 |
|---|---|---|---|
| Gross debt | (16,619) | (17,376) | (16,409) |
| Cash and cash equivalents | 6,690 | 8,672 | 6,588 |
| Net debt (ex-IFRS 16) | (9,929) | (8,704) | (9,821) |
| Leases payable | (1,762) | (1,833) | (1,816) |
| Net debt | (11,691) | (10,537) | (11,636) |
| Net debt/LTM Adjusted EBITDA 1 (ex-IFRS 16) | 2.8x | 2.8x | 2.9x |
| Net debt/LTM Adjusted EBITDA 1 | 2.9x | 3.0x | 3.0x |
| Average cost of debt (curve) | 97% DI | 184% DI | 105% DI |
| DI – 0.2% | DI + 1.6% | DI + 0.2% | |
| Average cash yield | 81% DI | 80% DI | 61% DI |
| Average debt duration (years) | 4.6 | 4.6 | 4.9 |
1 LTM Adjusted EBITDA does not include Extrafarma's impairment of R$ 428 million (R$ 395 million re gistere d in 2Q21 and R$ 33 million in 4Q21) for 3Q21 and 4Q21 and capital gain from the sale of ConectCar of R$ 76 million in 4Q21
Ultrapar ended 4Q21 with net financial debt totaling R$ 9.9 billion, composed of gross indebtedness of R$ 16.6 billion, and cash position of R$ 6.7 billion. Considering the leases payable (IFRS 16) of R$ 1.8 billion, the total net debt was R$ 11.7 billion (2.9x LTM Adjusted EBITDA), practically stable compared to R$ 11.6 billion on September 30, 2021 (3.0x LTM Adjusted EBITDA). The reduction of the financial leverage results from the higher level of LTM Adjusted EBITDA excluding Extrafarma's impairments and capital gain from the sale of ConectCar.
Maturity profile and debt breakdown :
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Updates on ESG themes
In December 2021, the Ultra Group adhered to the UN Global Compact to reinforce the Company's commitment to developing actions that contribute to implement and monitor the Sustainable Development Goals (SDGs), such as human rights, labor, environment and anti-corruption actions, a recognition of Ultragaz, Ipiranga and Oxiteno's work as they were already affiliated to the program. Additionally, to support the families that were victims of heavy rains in the Southern region of Bahia at the end of 2021 and beginning of 2022, Ultragaz, Oxiteno, Ultracargo and Ipiranga joined forces with Liga do Bem Institute and donated more than 8 thousand basic food baskets to Camaçari (state of Bahia) and Itabuna (state of Bahia), helping the affected districts in which the Group's operating bases are located in. Besides that, Ipiranga delivered more than 10 thousand liters of drinking water to the city of Itabuna (state of Bahia).
In November, Ultragaz was one of the sponsors of the Rede Mulher Empreendedora Forum (RME) - “Women and entrepreneurship: Building a better future”, an event with lectures, mentorship and content that reached about 100 thousand people. Ultragaz also developed a project in Rio de Janeiro in partnership with the Asplande NGO about the Domestic Violence theme and, jointly with Alavanca Institute and FIA (Fundação Instituto de Administração), Ultragaz also offered thematic workshops to women living in São Remo (state of São Paulo) community. Ultragaz also undertook some social and environmental actions in the surrounding areas of the new bases in Belém (state of Bahia) and Fortaleza (state of Ceará), such as the women empowerment project with RME , the "What Body is This?" Educational Campaign in partnership with Childhood Brasil, Unicef and Futura TV Channel and the Ultragaz Reduz Campaign to invite people to practice actions that contribute to the planet's sustainability.
Ultracargo finished developing the Strategic Sustainability Plan with specific goals. Concerning ecoefficient operations, Ultracargo acquired RECs , renewable energy certificates proving the renewable origin of all electric energy consumed in its operations. Ultracargo also started a compliance and anti-corruption training for suppliers acting as its external representatives and joined forces with Ayrton Senna Institute in the Socio-Emotional Dialogues project in São Luís (state of Maranhão) which will reach more than 10 thousand children from the 6th to the 9th grades in municipal public schools in 2022. The company has renewed the support to the On the right hand program to prevent the sexual exploitation of children and teenagers in Brazilian highways, to the A Tribuna de Santos (state of São Paulo) newspaper's Community in Action award that recognizes social projects in the area, and to Citizenship Center , an initiative from Camaçari Industrial Center Fostering Committee to provide free health services to the citizens of Camaçari (state of Bahia) and Dias D'Ávila (state of Bahia).
Oxiteno achieved a higher CDP score in the 2021 Climate Change questionnaire, going from C to B, and maintained B score in Water Security and C for Forests – Palm Oil. 88% of Oxiteno's suppliers were evaluated by the EcoVadis platform by the end of the year, and those achieving scores lower than 45 points already have an action plan to be implemented. Oxiteno also showed support for the SDG: I Practice campaign, an initiative from the UN Global Compact’s Brazil Network to make the SDGs reach more people through internal and external advertising prepared by the body. Oxiteno also took part in ABIQUIM's 6th Seminar of Technology and Innovation to discuss technological development opportunities in Brazil, highlighting the importance of the chemical sector to provide sustainable development solutions to the whole society. In a partnership with its client AkzoNobel, Oxiteno developed the Going back to school project, which involved volunteer actions in schools located in Mauá (state of São Paulo), such as donation of basic food baskets to the families of students facing a higher vulnerable situation, revitalization of the institutions’ infrastructure and donation of hygiene items to promote the safe return of the students to on-site classes. Oxiteno was also awarded for the second consecutive year with the Seal of Ethnic-Racial Diversity , granted by the city hall of Salvador. Concerning health and safety, Oxiteno transitioned to ISO 45001 , an international standard for the Management Systems of Occupational Health and Safety.
In November, Ipiranga was awarded first place for its organizational case in the 41st Being Human award of the Brazilian Association of Human Resources – Rio de Janeiro. The initiative that made the company win the award was the Women Speed , a program aimed to accelerate the women leadership pipeline that involved 30 women and 16 mentors, with 33% of those women being promoted during the nine months the program took place. Concerning the relationship with the community, Ipiranga celebrated Children's Day through letters and giving gifts to children of ages 10 to 12 helped by NGOs in Rio de Janeiro and São Paulo. In December 2021, Ipiranga started the Ajudô project , the first social project related to the sports incentive law to have the company involved not only in name but also in funds. Three centers were developed in Minas Gerais for more than 300 children and youth facing social vulnerability to practice judo.
During the quarter, Extrafarma released campaigns to collect food and hygiene items in its stores to donate to partner institutions, amounting to about 20 thousand hygiene items donated by customers and employees and more than 2 thousand tons of collected food.
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Capital markets
Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 141 million/day in 4Q21 (-14%). Ultrapar’s shares ended the quarter quoted at R$ 14.54 on B3, a depreciation of 1% in the quarter, while the Ibovespa stock index fell by 6%. In NYSE, Ultrapar’s shares decreased 2% in 4Q21, while the Dow Jones stock index appreciated 7%. Ultrapar ended 4Q21 with a market cap of R$ 16 billion.
| Capital markets | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Number of shares (000) | 1,115,108 | 1,115,006 | 1,115,108 | 1,115,108 | 1,115,006 |
| Market capitalization 1 (R$ million) | 16,214 | 26,470 | 16,437 | 16,214 | 26,470 |
| B3 | |||||
| Average daily trading volume (000 shares) | 8,425 | 6,940 | 8,210 | 7,295 | 8,339 |
| Average daily financial volume (R$ 000) | 119,084 | 140,381 | 133,350 | 128,486 | 153,880 |
| Average share price (R$/share) | 14.13 | 20.23 | 16.24 | 17.61 | 18.45 |
| NYSE | |||||
| Quantity of ADRs 2 (000 ADRs) | 50,374 | 47,413 | 50,374 | 50,374 | 47,413 |
| Average daily trading volume (000 ADRs) | 1,526 | 1,136 | 1,205 | 1,634 | 1,352 |
| Average daily financial volume (US$ 000) | 3,850 | 4,390 | 3,744 | 5,562 | 5,239 |
| Average share price (US$/ADRs) | 2.52 | 3.86 | 3.11 | 3.40 | 3.88 |
| Total | |||||
| Average daily trading volume (000 shares) | 9,951 | 8,076 | 9,415 | 8,928 | 9,691 |
| Average daily financial volume (R$ 000) | 140,623 | 163,786 | 152,939 | 158,588 | 179,802 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 common share
UGPA3 x Ibovespa Performance – 4 Q 2 1
( Sep 30, 2021 = 100)
Source: Broadcast
4 th QUARTER OF 2021
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4 Q 2 1 Conference call
Ultrapar will host a conference call for analysts and investors on February 24, 2022 to comment on the Company’s performance in the fourth quarter of 2021 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.
The conference call will be transmitted via WEBCAST and held in Portuguese with simultaneous translation into English. The access link is available at ri.ultra.com.br. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation to English
Time : 11 : 00 a.m. (BRT) / 9 : 00 a.m. (E S T)
Participants in Bra z il: +55 (11) 4090-1621 o r +55 (11) 3181-8565
C ode : Ultrapar – in Portuguese
Replay: +55 (11) 3193-1012 ( available for seven days )
C ode: 3167603#
International Participants: +1 (844) 204-8942 o r +1 (412) 717-9627
C ode : Ultrapar – in English
Replay: +55 (11) 3193-1012 ( available for seven days )
C ode : 9792937#
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| ULTRAPAR | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | |||||
| In million of Reais | DEC 21 | Continuing Operations¹ | Discontinued Operations¹ | DEC 20 | SEP 21 |
| ASSETS | |||||
| Cash and cash equivalents | 2,668.1 | 2,280.1 | 388.0 | 2,661.5 | 2,826.3 |
| Financial investments and hedging instruments | 3,150.7 | 1,804.1 | 1,346.6 | 5,033.3 | 2,914.9 |
| Trade receivables and reseller financing | 4,987.5 | 3,957.8 | 1,029.7 | 3,868.1 | 4,624.4 |
| Inventories | 6,168.6 | 3,918.8 | 2,249.9 | 3,846.2 | 5,574.2 |
| Recoverable taxes | 2,049.8 | 1,353.1 | 696.8 | 1,410.9 | 1,540.7 |
| Prepaid expenses | 143.0 | 98.0 | 45.0 | 132.1 | 141.2 |
| Contractual assets with customers - exclusive rights | 555.1 | 555.1 | - | 478.9 | 533.7 |
| Other receivables | 84.3 | 56.4 | 27.9 | 58.1 | 106.4 |
| Total Current Assets | 19,807.1 | 14,023.3 | 5,783.8 | 17,489.1 | 18,261.8 |
| Financial investments and hedging instruments | 871.7 | 379.3 | 492.4 | 977.4 | 847.3 |
| Trade receivables and reseller financing | 479.4 | 479.2 | 0.2 | 491.5 | 481.4 |
| Deferred income and social contribution taxes | 1,313.7 | 571.8 | 742.0 | 974.7 | 1,245.5 |
| Recoverable taxes | 1,613.8 | 1,202.2 | 411.7 | 1,736.0 | 1,815.2 |
| Escrow deposits | 879.3 | 871.3 | 8.0 | 949.8 | 868.4 |
| Prepaid expenses | 77.8 | 71.4 | 6.4 | 70.5 | 84.3 |
| Contractual assets with customers - exclusive rights | 1,524.2 | 1,524.2 | - | 1,227.4 | 1,385.2 |
| Other receivables | 151.3 | 151.2 | 0.1 | 227.5 | 175.1 |
| Investments | 97.8 | 78.6 | 19.2 | 167.5 | 172.4 |
| Right to use assets | 2,001.3 | 1,651.3 | 350.1 | 2,150.3 | 2,093.0 |
| Property, plant and equipment | 8,476.5 | 5,534.6 | 2,941.9 | 8,005.9 | 8,235.0 |
| Intangible assets | 1,716.5 | 1,471.3 | 245.3 | 1,782.7 | 1,707.7 |
| Total Non-Current Assets | 19,203.3 | 13,986.2 | 5,217.1 | 18,761.1 | 19,110.5 |
| TOTAL ASSETS | 39,010.4 | 28,009.4 | 11,000.9 | 36,250.2 | 37,372.3 |
| LIABILITIES | |||||
| Loans, financing and hedge derivative financial instruments | 857.6 | 618.3 | 239.3 | 2,306.0 | 945.6 |
| Debentures | 2,247.7 | 2,247.7 | - | 949.9 | 1,475.4 |
| Trade payables | 7,232.5 | 5,790.0 | 1,442.6 | 4,040.7 | 6,364.1 |
| Salaries and related charges | 552.9 | 330.1 | 222.8 | 468.6 | 549.0 |
| Taxes payable | 507.6 | 425.5 | 82.1 | 455.3 | 396.5 |
| Leases payable | 264.8 | 188.8 | 76.0 | 260.2 | 269.5 |
| Other payables | 573.8 | 498.3 | 75.5 | 760.1 | 345.1 |
| Total Current Liabilities | 12,237.1 | 10,098.8 | 2,138.3 | 9,240.8 | 10,345.2 |
| Loans, financing and hedge derivative financial instruments | 8,675.0 | 8,672.5 | 2.4 | 8,526.1 | 8,458.9 |
| Debentures | 4,839.0 | 4,839.0 | - | 5,594.2 | 5,529.2 |
| Provisions for tax, civil and labor risks | 847.8 | 812.2 | 35.5 | 854.4 | 797.2 |
| Post-employment benefits | 201.7 | 194.6 | 7.1 | 257.6 | 262.8 |
| Leases payable | 1,497.2 | 1,159.5 | 337.7 | 1,573.1 | 1,546.3 |
| Other payables | 243.3 | 222.9 | 20.4 | 293.7 | 247.8 |
| Total Non-Current Liabilities | 16,304.0 | 15,900.9 | 403.1 | 17,099.1 | 16,842.1 |
| TOTAL LIABILITIES | 28,541.1 | 25,999.7 | 2,541.4 | 26,339.9 | 27,187.4 |
| EQUITY | |||||
| Share capital | 5,171.8 | 5,171.8 | - | 5,171.8 | 5,171.8 |
| Reserves | 5,467.0 | 5,467.0 | - | 5,006.7 | 5,008.3 |
| Treasury shares | (488.4) | (488.4) | - | (489.1) | (489.1) |
| Other | (83.5) | (83.5) | - | (155.6) | 104.9 |
| Non-controlling interests in subsidiaries | 402.3 | 402.3 | - | 376.5 | 389.1 |
| Total Equity | 10,469.2 | 10,469.2 | - | 9,910.3 | 10,185.0 |
| TOTAL LIABILITIES AND EQUITY | 39,010.4 | 36,468.9 | 2,541.4 | 36,250.2 | 37,372.3 |
| Cash and financial investments | 6,690.4 | n/a | n/a | 8,672.2 | 6,588.4 |
| Loans and debentures | (16,619.4) | n/a | n/a | (17,376.2) | (16,409.1) |
| Leases payable | (1,762.0) | n/a | n/a | (1,833.3) | (1,815.8) |
| Net Cash (debt) | (11,691.0) | n/a | n/a | (10,537.3) | (11,636.4) |
| Net Cash (debt) ex-IFRS 16 | (9,929.0) | n/a | n/a | (8,704.1) | (9,820.7) |
1 Since the financial management is unified in the Holding, the individual view of the balance sheet of continuing and discontinued operations does not reflect the reality of the companies (assets and liabilities differ)
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| ULTRAPAR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | |||||||||
| In million of Reais | 4Q21 | Continuing Operations | Discontinued Operations | 4Q20 | 3Q21 | 2021 | Continuing Operations | Discontinued Operations | 2020 |
| Net revenues from sales and services | 34,411.2 | 31,904.3 | 2,506.8 | 23,215.7 | 31,911.1 | 118,798.6 | 109,732.8 | 9,065.8 | 81,241.1 |
| Cost of products and services sold | (32,352.3) | (30,374.2) | (1,978.1) | (21,702.7) | (30,112.2) | (111,729.1) | (104,828.0) | (6,901.2) | (75,628.2) |
| Gross profit | 2,058.9 | 1,530.1 | 528.7 | 1,513.0 | 1,798.9 | 7,069.5 | 4,904.9 | 2,164.6 | 5,612.9 |
| Operating expenses | |||||||||
| Selling and marketing | (846.2) | (567.5) | (278.7) | (677.9) | (781.5) | (2,986.5) | (1,931.7) | (1,054.8) | (2,561.8) |
| General and administrative | (636.2) | (483.5) | (152.7) | (459.6) | (497.7) | (2,075.8) | (1,466.6) | (609.2) | (1,536.6) |
| Other operating income, net | 21.5 | 18.4 | 3.1 | 107.1 | 35.6 | 123.0 | 96.2 | 26.8 | 221.4 |
| Gain (loss) on disposal of property, plant and equipment and intangibles | 125.0 | 126.3 | (1.3) | 40.2 | 18.0 | 183.2 | 184.2 | (1.0) | 76.1 |
| Impairment | (32.9) | - | (32.9) | - | - | (427.5) | - | (427.5) | - |
| Operating income (loss) | 690.1 | 623.9 | 66.2 | 522.8 | 573.4 | 1,885.9 | 1,787.0 | 98.9 | 1,812.1 |
| Financial result | |||||||||
| Financial income | 163.3 | 149.5 | 13.8 | 220.9 | 127.0 | 502.4 | 460.2 | 42.2 | 527.7 |
| Financial expenses | (440.5) | (365.3) | (75.2) | (84.4) | (423.0) | (1,412.1) | (1,222.9) | (189.2) | (797.1) |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 4.4 | 4.5 | (0.1) | (13.1) | (11.1) | (17.6) | (17.6) | 0.0 | (43.6) |
| Income before income and social contribution taxes | 417.3 | 412.6 | 4.7 | 646.2 | 266.3 | 958.6 | 1,006.6 | (48.0) | 1,499.1 |
| Provision for income and social contribution taxes | |||||||||
| Current | (154.8) | (163.7) | 9.0 | (283.1) | (20.2) | (538.7) | (477.4) | (61.3) | (743.2) |
| Deferred | 83.3 | 77.8 | 5.4 | 41.1 | 95.9 | 353.1 | 242.2 | 110.8 | 87.9 |
| Tax incentives | 44.6 | 15.1 | 29.6 | 27.3 | 32.3 | 110.9 | 47.1 | 63.8 | 83.9 |
| Net income (loss) | 390.4 | 341.7 | 48.7 | 431.5 | 374.3 | 883.9 | 818.6 | 65.3 | 927.7 |
| Net income attributable to: | |||||||||
| Shareholders of the Company | 380.2 | 331.5 | 48 .7 | 426.0 | 369.2 | 850.5 | 785.2 | 65 .3 | 893.4 |
| Non-controlling interests in subsidiaries | 10.3 | 10.3 | - | 5.5 | 5.1 | 33.4 | 33.4 | - | 34.3 |
| Adjusted EBITDA | 1,187.2 | 948.8 | 238.5 | 949.3 | 1,017.3 | 3,704.3 | 2,965.7 | 738.6 | 3,478.5 |
| Depreciation and amortization 1 | 445.5 | 320.3 | 125.2 | 391.6 | 417.0 | 1,659.8 | 1,196.4 | 463.4 | 1,556.6 |
| Cash flow hedge bonds | 47.2 | - | 47.2 | 47.9 | 38.0 | 176.2 | - | 176.2 | 153.5 |
| Total investments 2 | 716.1 | 579.7 | 136.3 | 484.5 | 491.4 | 1,898.8 | 1,560.6 | 338.2 | 1,508.2 |
| Ratios | |||||||||
| Earnings per share (R$) | 0.36 | 0.31 | 0.04 | 0.39 | 0.34 | 0.78 | 0.72 | 0.06 | 0.82 |
| Net debt (ex-IFRS 16) / Stockholders' equity | 0.95 | n/a | n/a | 0.88 | 0.96 | 0.95 | n/a | n/a | 0.88 |
| Net debt / Stockholders' equity | 1.12 | n/a | n/a | 1.06 | 1.14 | 1.12 | n/a | n/a | 1.06 |
| Net debt / LTM Adjusted EBITDA 3 (ex-IFRS16) | 2.77 | n/a | n/a | 2.83 | 2.87 | 2.77 | n/a | n/a | 2.83 |
| Net debt / LTM Adjusted EBITDA 3 | 2.88 | n/a | n/a | 3.03 | 3.01 | 2.88 | n/a | n/a | 3.03 |
| Net interest expense / Adjusted EBITDA | 0.23 | n/a | n/a | n/a | 0.29 | 0.25 | n/a | n/a | 0.08 |
| Gross margin (%) | 6.0% | 4.8% | 21.1% | 6.5% | 5.6% | 6.0% | 4.5% | 23.9% | 6.9% |
| Operating margin (%) | 2.0% | 2.0% | 2.6% | 2.3% | 1.8% | 1.6% | 1.6% | 1.1% | 2.2% |
| Adjusted EBITDA margin (%) | 3.5% | 3.0% | 9.5% | 4.1% | 3.2% | 3.1% | 2.7% | 8.1% | 4.3% |
| Number of employees | 16,442 | 8,858 | 7,584 | 15,946 | 16,218 | 16,442 | 8,858 | 7,584 | 15,946 |
1 Includes amortization with contractual assets with customers – exclusive rights
2 Includes property, plant and equipment and additions to intangible assets, contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, financing of clients and rental advances (net of repayments) and acquisition of shareholdings
3 LTM adjusted EBITDA does not include impairment of Extrafarma for 4Q21, 3Q21 and 2021 and capital gain from the sale of ConectCar for 4Q21 and 2021
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| ULTRAPAR | |||
|---|---|---|---|
| CONSOLIDATED CASH FLOW | |||
| In million of Reais | JAN - DEC 2021 | JAN - DEC 2021 (Financial Statements) 1 | JAN - DEC 2020 |
| Cash flows from operating activities | |||
| Net income for the period | 883.9 | 818.6 | 927.7 |
| Adjustments to reconcile net income to cash provided by operating activities | |||
| Share of loss (profit) of subsidiaries, joint ventures and associates | 17.6 | 17.6 | 43.6 |
| Amortization of contractual assets with customers - exclusive rights | 282.5 | 282.5 | 289.4 |
| Amortization of right to use assets | 359.5 | 260.7 | 328.3 |
| Depreciation and amortization | 1,017.7 | 653.1 | 938.8 |
| PIS and COFINS credits on depreciation | 18.2 | 7.1 | 15.7 |
| Interest and foreign exchange rate variations | 1,436.8 | 1,133.9 | 904.9 |
| Deferred income and social contribution taxes | (353.1) | (242.2) | (87.9) |
| Current income and social contribution taxes | 427.8 | 430.3 | 659.3 |
| (Gain) loss on disposal of property, plant and equipment and intangibles | (183.2) | (184.2) | (76.2) |
| Impairment | 427.5 | - | - |
| Expected losses on doubtful accounts | (3.3) | (3.1) | 13.9 |
| Provision for losses in inventories | 0.8 | (0.8) | 0.3 |
| Provision for post-employment benefits | (2.6) | (2.4) | (23.0) |
| Equity instrument granted | 11.6 | 9.4 | 10.4 |
| Provision for decarbonization - CBIOs | 161.3 | 161.3 | 124.3 |
| Provision for tax, civil, and labor risks | 98.3 | 93.3 | 18.8 |
| Other provisions and adjustments | 1.9 | 2.3 | (0.8) |
| 4,603.4 | 3,437.4 | 4,087.8 | |
| (Increase) decrease in current assets | |||
| Trade receivables and reseller financing | (1,081.6) | (968.8) | 209.5 |
| Inventories | (2,317.4) | (1,626.7) | (125.0) |
| Recoverable taxes | (951.2) | (672.6) | (275.3) |
| Dividends received from subsidiaries and joint-ventures | 1.0 | 1.0 | 4.8 |
| Other receivables | (27.2) | (24.4) | (20.2) |
| Prepaid expenses | (76.9) | (61.6) | (74.6) |
| Increase (decrease) in current liabilities | |||
| Trade payables | 2,918.3 | 2,425.8 | 1,147.5 |
| Salaries and related charges | 84.3 | 63.1 | 63.0 |
| Income and social contribution taxes | 12.8 | 11.7 | 16.1 |
| Post-employment benefits | (2.7) | (2.8) | (1.9) |
| Other payables | (0.0) | (36.4) | 0.3 |
| Deferred revenue | (11.7) | (10.6) | (9.3) |
| (Increase) decrease in non-current assets | |||
| Trade receivables and reseller financing | 12.0 | 12.0 | (73.0) |
| Recoverable taxes | 139.0 | (153.5) | (863.7) |
| Escrow deposits | 70.5 | (43.3) | (28.4) |
| Other receivables | 73.9 | 73.9 | (27.8) |
| Prepaid expenses | 41.3 | 36.0 | 15.0 |
| Increase (decrease) in non-current liabilities | |||
| Post-employment benefits | 13.0 | 11.9 | 12.1 |
| Provisions for tax, civil and labor risks | - | (0.0) | - |
| Other payables | (16.3) | (17.2) | (49.3) |
| CBIOs acquisition | (176.8) | (176.8) | (125.3) |
| Payments of contractual assets with customers - exclusive rights | (420.3) | (420.3) | (356.0) |
| Contingency payments | (25.2) | (24.4) | (45.4) |
| Income and social contribution taxes paid | (276.4) | (230.0) | (342.7) |
| Net cash provided by (used in) operating activities - continuing operations | - | 1,603.4 | - |
| Net cash provided by (used in) operating activities - discontinued operations | - | 982.5 | - |
| Net cash provided by (used in) operating activities | 2,586.0 | 2,586.0 | 3,138.1 |
| Cash flows from investing activities | |||
| Financial investments, net of redemptions | 2,027.5 | 1,863.1 | (1,116.8) |
| Acquisition of property, plant and equipment | (1,306.9) | (1,028.4) | (965.7) |
| Acquisition of intangible assets | (286.0) | (237.5) | (185.1) |
| Proceeds from disposal of investments | 159.7 | 159.7 | - |
| Capital increase in joint ventures | (25.7) | (25.7) | (28.8) |
| Capital decrease in associates | 1.5 | 1.5 | - |
| Initial direct costs of right to use assets | (14.9) | (14.9) | - |
| Related parties | 2.3 | 2.3 | - |
| Proceeds from disposal of property, plant and equipment and intangibles | 166.6 | 162.8 | 160.0 |
| Net cash provided by (used in) investing activities - continuing operations | - | 882.9 | - |
| Net cash provided by (used in) investing activities - discontinued operations | - | (158.7) | - |
| Net cash provided by (used in) investing activities | 724.1 | 724.1 | (2,136.4) |
| Cash flows from financing activities | |||
| Loans and debentures | |||
| Proceeds | 1,462.2 | 1,383.6 | 3,591.6 |
| Repayments | (2,922.2) | (2,426.2) | (2,795.0) |
| Interest paid | (749.0) | (733.8) | (740.9) |
| Payments of leases 2 | (440.6) | (320.2) | (360.8) |
| Dividends paid | (705.8) | (705.8) | (284.8) |
| Related parties | (0.2) | (0.2) | (2.5) |
| Net cash provided by (used in) financing activities - continuing operations | - | (2,802.6) | - |
| Net cash provided by (used in) financing activities - discontinued operations | - | (553.0) | - |
| Net cash provided by (used in) financing activities | (3,355.5) | (3,355.5) | (592.3) |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations | - | (4.5) | - |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency - discontinued operations | - | 56.6 | - |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | 52.0 | 52.0 | 136.7 |
| Increase (decrease) in cash and cash equivalents - continuing operations | - | (320.8) | - |
| Increase (decrease) in cash and cash equivalents - descontinued operations | - | 327.4 | - |
| Increase (decrease) in cash and cash equivalents | 6.6 | 6.6 | 546.1 |
| Cash and cash equivalents at the beginning of the period | 2,661.5 | 2,661.5 | 2,115.4 |
| Cash and cash equivalents at the end of the period - continuing operations | - | 2,280.1 | - |
| Cash and cash equivalents at the end of the period - descontinued operations | - | 388.0 | - |
| Cash and cash equivalents at the end of the period | 2,668.1 | 2,668.1 | 2,661.5 |
| Transactions without cash effect: | |||
| Addition on right to use assets and leases payable | 292.4 | 228.0 | 484.1 |
| Addition on contractual assets with costumers - exclusive rights | 269.7 | 269.7 | 193.0 |
| Reversion fund - private pension | 3.7 | 2.7 | 47.1 |
| Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 1.8 | 1.8 | 54.8 |
1 As disclosed on the Financial Statements for the year
2 Includes R$ 29 million related to the grant of Ultracargo's terminal in Vila do Conde in 1Q21 and R$ 14 million related to the grant of Ipiranga's terminal in Belém in 3Q21
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| ULTRAGAZ | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | |||
| In million of Reais | DEC 21 | DEC 20 | SEP 21 |
| OPERATING ASSETS | |||
| Trade receivables | 493.8 | 369.1 | 472.4 |
| Non-current trade receivables | 31.7 | 30.6 | 29.9 |
| Inventories | 184.8 | 139.0 | 177.3 |
| Taxes | 87.6 | 102.2 | 86.0 |
| Escrow deposits | 217.4 | 214.4 | 220.0 |
| Other | 71.1 | 79.7 | 79.1 |
| Right to use assets | 92.2 | 110.7 | 89.4 |
| Property, plant and equipment / Intangibles | 1,205.3 | 1,082.6 | 1,181.2 |
| TOTAL OPERATING ASSETS | 2,383.9 | 2,128.3 | 2,335.2 |
| OPERATING LIABILITIES | |||
| Suppliers | 154.4 | 103.4 | 119.5 |
| Salaries and related charges | 87.2 | 81.5 | 99.0 |
| Taxes | 15.9 | 24.6 | 15.8 |
| Judicial provisions | 122.2 | 128.4 | 124.2 |
| Leases payable | 130.3 | 150.3 | 141.4 |
| Other | 44.9 | 79.3 | 53.9 |
| TOTAL OPERATING LIABILITIES | 554.9 | 567.6 | 553.8 |
| CONSOLIDATED INCOME STATEMENT — In million of Reais | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Net revenues | 2,681.7 | 1,968.6 | 2,679.5 | 9,744.7 | 7,408.3 |
| Cost of products sold | (2,346.3) | (1,708.1) | (2,352.7) | (8,626.3) | (6,310.2) |
| Gross profit | 335.4 | 260.5 | 326.8 | 1,118.3 | 1,098.2 |
| Operating expenses | |||||
| Selling | (129.9) | (108.2) | (120.8) | (459.2) | (423.3) |
| General and administrative | (51.3) | (62.7) | (53.1) | (202.0) | (196.9) |
| Other operating income | 0.7 | 1.1 | 2.9 | 11.0 | 8.3 |
| Gain (loss) on disposal of property, plant and equipment and intangibles | (0.4) | 2.1 | (0.4) | 2.1 | 8.0 |
| Operating income (loss) | 154.4 | 92.9 | 155.3 | 470.3 | 494.3 |
| Share of profit of subsidiaries, joint ventures and associates | (0.1) | (0.0) | (0.0) | (0.1) | (0.1) |
| Adjusted EBITDA | 222.0 | 154.4 | 220.5 | 729.3 | 729.1 |
| Depreciation and amortization 1 | 67.8 | 61.5 | 65.1 | 259.1 | 234.9 |
| Ratios | |||||
| Gross margin (R$/ton) | 805 | 612 | 721 | 652 | 634 |
| Operating margin (R$/ton) | 371 | 218 | 343 | 274 | 285 |
| Adjusted EBITDA margin (R$/ton) | 533 | 363 | 486 | 425 | 421 |
| Number of employees | 3,387 | 3,397 | 3,409 | 3,387 | 3,397 |
1 Includes amortization with contractual assets with customers - exclusive rights
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| ULTRACARGO | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | |||
| In million of Reais | DEC 21 | DEC 20 | SEP 21 |
| OPERATING ASSETS | |||
| Trade receivables | 18.3 | 32.2 | 25.3 |
| Inventories | 8.8 | 7.8 | 8.7 |
| Taxes | 15.8 | 21.7 | 24.1 |
| Other | 20.3 | 31.0 | 23.8 |
| Right to use assets | 491.1 | 468.1 | 536.8 |
| Property, plant and equipment / Intangibles / Investments | 1,710.4 | 1,463.5 | 1,659.9 |
| TOTAL OPERATING ASSETS | 2,264.8 | 2,024.2 | 2,278.7 |
| OPERATING LIABILITIES | |||
| Suppliers | 42.1 | 81.3 | 44.9 |
| Salaries and related charges | 45.9 | 39.1 | 44.6 |
| Taxes | 7.8 | 8.1 | 5.2 |
| Judicial provisions | 9.5 | 10.0 | 10.1 |
| Leases payable | 442.7 | 437.5 | 481.4 |
| Other 1 | 56.7 | 95.3 | 61.0 |
| TOTAL OPERATING LIABILITIES | 604.6 | 671.3 | 647.3 |
1 Includes the long term obligations with clients account
| CONSOLIDATED INCOME STATEMENT — In million of Reais | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Net revenues | 187.4 | 166.0 | 177.8 | 713.1 | 644.2 |
| Cost of services provided | (77.7) | (73.8) | (69.2) | (285.4) | (270.0) |
| Gross profit | 109.7 | 92.1 | 108.7 | 427.7 | 374.2 |
| Operating expenses | |||||
| Selling | (2.9) | (1.8) | (2.2) | (9.1) | (6.9) |
| General and administrative | (33.2) | (32.2) | (30.5) | (127.1) | (123.0) |
| Other operating income | (0.2) | (2.3) | 0.8 | 3.9 | 8.9 |
| Gain (loss) on disposal of property,plant and equipment and intangibles | (1.8) | (1.0) | (0.0) | (1.8) | (1.4) |
| Operating income (loss) | 71.7 | 54.8 | 76.7 | 293.6 | 251.8 |
| Share of profit of subsidiaries, joint ventures and associates | (0.1) | (0.2) | 0.1 | 0.6 | 0.4 |
| EBITDA | 101.2 | 77.0 | 102.1 | 396.0 | 337.5 |
| Depreciation and amortization | 29.6 | 22.3 | 25.2 | 101.9 | 85.3 |
| Ratios | |||||
| Gross margin (%) | 58.6% | 55.5% | 61.1% | 60.0% | 58.1% |
| Operating margin (%) | 38.3% | 33.0% | 43.2% | 41.2% | 39.1% |
| EBITDA margin (%) | 54.0% | 46.4% | 57.4% | 55.5% | 52.4% |
| Number of employees | 870 | 926 | 736 | 870 | 926 |
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4 th QUARTER OF 2021
| OXITENO | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | |||
| In million of Reais | DEC 21 | DEC 20 | SEP 21 |
| OPERATING ASSETS | |||
| Trade receivables | 994.2 | 875.6 | 987.7 |
| Inventories | 1,671.7 | 1,034.3 | 1,424.6 |
| Taxes | 655.1 | 741.7 | 648.2 |
| Other | 62.1 | 157.9 | 72.0 |
| Right to use assets | 31.9 | 45.8 | 36.5 |
| Property, plant and equipment / Intangibles / Investments | 2,967.3 | 2,881.4 | 2,880.2 |
| TOTAL OPERATING ASSETS | 6,382.3 | 5,736.7 | 6,049.2 |
| OPERATING LIABILITIES | |||
| Suppliers | 1,219.0 | 714.8 | 1,203.9 |
| Salaries and related charges | 176.9 | 158.4 | 159.9 |
| Taxes | 54.0 | 49.5 | 62.9 |
| Judicial provisions | 36.1 | 24.9 | 30.4 |
| Leases payable | 34.5 | 48.8 | 41.3 |
| Other | 84.1 | 42.4 | 70.8 |
| TOTAL OPERATING LIABILITIES | 1,604.6 | 1,038.7 | 1,569.3 |
| CONSOLIDATED INCOME STATEMENT — In million of Reais | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Net revenues | 2,012.5 | 1,476.8 | 1,981.5 | 7,102.8 | 5,210.7 |
| Cost of products sold | |||||
| Variable | (1,405.2) | (1,009.4) | (1,320.3) | (4,724.6) | (3,501.6) |
| Fixed | (161.5) | (124.7) | (137.2) | (586.6) | (485.8) |
| Depreciation and amortization | (64.8) | (52.3) | (57.0) | (229.6) | (201.3) |
| Gross profit | 381.1 | 290.4 | 467.0 | 1,562.0 | 1,022.0 |
| Operating expenses | |||||
| Selling | (133.1) | (106.8) | (127.5) | (471.0) | (386.6) |
| General and administrative | (131.4) | (120.6) | (124.4) | (497.3) | (433.0) |
| Other operating income | 4.1 | 85.2 | 22.0 | 27.8 | 159.2 |
| Gain (loss) on disposal of property, plant and equipment and intangibles | (1.1) | (5.0) | (0.2) | (0.9) | (5.6) |
| Operating income (loss) | 119.8 | 143.2 | 236.8 | 620.7 | 355.9 |
| Share of profit of subsidiaries, joint ventures and associates | (0.1) | (0.2) | 0.2 | 0.0 | 0.4 |
| Adjusted EBITDA | 251.5 | 261.9 | 351.5 | 1,103.7 | 784.9 |
| Depreciation and amortization | 84.6 | 71.0 | 76.5 | 306.8 | 275.1 |
| Cash flow hedge from bonds | 47.2 | 47.9 | 38.0 | 176.2 | 153.5 |
| Ratios | |||||
| Gross margin (R$/ton) | 1,993 | 1,424 | 2,163 | 2,004 | 1,357 |
| Gross margin (US$/ton) | 357 | 264 | 414 | 371 | 263 |
| Operating margin (R$/ton) | 626 | 702 | 1,097 | 796 | 472 |
| Operating margin (US$/ton) | 112 | 130 | 210 | 148 | 92 |
| Adjusted EBITDA margin (R$/ton) | 1,315 | 1,284 | 1,628 | 1,416 | 1,042 |
| Adjusted EBITDA margin (US$/ton) | 236 | 238 | 311 | 262 | 202 |
| Number of employees | 1,871 | 1,851 | 1,873 | 1,871 | 1,851 |
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4 th QUARTER OF 2021
| IPIRANGA | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | |||
| In million of Reais | DEC 21 | DEC 20 | SEP 21 |
| OPERATING ASSETS | |||
| Trade receivables | 3,453.5 | 2,546.6 | 3,119.6 |
| Non-current trade receivables | 447.5 | 460.6 | 451.4 |
| Inventories | 3,725.1 | 2,144.5 | 3,436.6 |
| Taxes | 2,001.3 | 1,412.8 | 1,820.3 |
| Contractual assets with customers - exclusive rights | 2,075.1 | 1,700.6 | 1,914.4 |
| Other | 485.2 | 503.8 | 481.2 |
| Right to use assets | 1,032.2 | 1,106.3 | 1,043.8 |
| Property, plant and equipment / Intangibles / Investments | 3,765.0 | 3,579.3 | 3,669.5 |
| TOTAL OPERATING ASSETS | 16,984.9 | 13,454.7 | 15,936.6 |
| OPERATING LIABILITIES | |||
| Suppliers | 5,513.9 | 2,886.9 | 4,773.3 |
| Salaries and related charges | 134.8 | 99.3 | 130.9 |
| Post-employment benefits | 208.5 | 262.4 | 269.0 |
| Taxes | 198.0 | 183.4 | 178.2 |
| Judicial provisions | 358.8 | 309.1 | 212.9 |
| Leases payable | 735.8 | 766.1 | 730.4 |
| Other | 292.1 | 259.4 | 370.3 |
| TOTAL OPERATING LIABILITIES | 7,442.1 | 4,766.7 | 6,665.0 |
| CONSOLIDATED INCOME STATEMENT — In million of Reais | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Net revenues | 29,060.1 | 19,115.9 | 26,613.8 | 99,382.6 | 66,133.0 |
| Cost of products and services sold | (28,003.6) | (18,414.3) | (25,891.8) | (96,110.4) | (63,609.9) |
| Gross profit | 1,056.5 | 701.5 | 722.0 | 3,272.2 | 2,523.2 |
| Operating expenses | |||||
| Selling | (404.4) | (316.0) | (361.2) | (1,385.8) | (1,169.4) |
| General and administrative | (301.7) | (156.3) | (184.9) | (846.4) | (538.3) |
| Other operating income | 15.5 | 23.1 | 5.2 | 74.6 | 42.8 |
| Gain (loss) on disposal of property, plant and equipment and intangibles | 128.4 | 46.7 | 17.9 | 183.9 | 80.0 |
| Operating income (loss) | 494.3 | 299.0 | 199.0 | 1,298.4 | 938.3 |
| Share of profit of subsidiaries, joint ventures and associates | 0.4 | (1.8) | 0.6 | (0.9) | (0.9) |
| Adjusted EBITDA | 703.8 | 487.5 | 398.1 | 2,086.7 | 1,711.7 |
| Depreciation and amortization 1 | 209.1 | 190.2 | 198.5 | 789.2 | 774.3 |
| Ratios | |||||
| Gross margin (R$/m³) | 186 | 121 | 123 | 146 | 118 |
| Operating margin (R$/m³) | 87 | 51 | 34 | 58 | 44 |
| Adjusted EBITDA margin (R$/m³) | 124 | 84 | 68 | 93 | 80 |
| Adjusted EBITDA margin (%) | 2.4% | 2.5% | 1.5% | 2.1% | 2.6% |
| Number of service stations | 7,104 | 7,107 | 7,088 | 7,104 | 7,107 |
| Number of employees | 4,008 | 3,378 | 3,778 | 4,008 | 3,378 |
1 Includes amortization with contractual assets with customers - exclusive rights
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| EXTRAFARMA | |||
|---|---|---|---|
| BALANCE SHEET | |||
| In million of Reais | DEC 21 | DEC 20 | SEP 21 |
| OPERATING ASSETS | |||
| Trade receivables | 35.7 | 41.3 | 35.0 |
| Inventories | 578.2 | 520.6 | 527.0 |
| Taxes | 77.6 | 237.5 | 74.8 |
| Other | 30.3 | 25.2 | 33.3 |
| Right to use assets | 318.2 | 383.8 | 352.8 |
| Property, plant and equipment / Intangibles | 239.8 | 488.3 | 247.4 |
| TOTAL OPERATING ASSETS | 1,279.8 | 1,696.7 | 1,270.4 |
| OPERATING LIABILITIES | |||
| Suppliers | 225.5 | 237.8 | 194.2 |
| Salaries and related charges | 45.8 | 43.2 | 62.4 |
| Taxes | 15.7 | 18.5 | 14.9 |
| Judicial provisions | 2.9 | 9.9 | 10.2 |
| Leases payable | 379.2 | 392.1 | 383.9 |
| Other | 15.6 | 19.3 | 19.2 |
| TOTAL OPERATING LIABILITIES | 684.8 | 720.8 | 684.8 |
| INCOME STATEMENT — In million of Reais | 4Q21 | 4Q20 | 3Q21 | 2021 | 2020 |
|---|---|---|---|---|---|
| Gross revenues | 527.7 | 548.0 | 509.6 | 2,096.3 | 2,106.4 |
| Sales returns, discounts and taxes | (27.9) | (29.0) | (26.2) | (109.4) | (118.0) |
| Net revenues | 499.8 | 518.9 | 483.4 | 1,986.9 | 1,988.4 |
| Cost of products and services sold | (352.2) | (363.3) | (333.7) | (1,384.3) | (1,399.1) |
| Gross profit | 147.6 | 155.6 | 149.7 | 602.6 | 589.3 |
| Operating expenses | (161.5) | (156.9) | (175.3) | (681.6) | (653.6) |
| Other operating income | (1.0) | (1.1) | 2.7 | (1.0) | (1.8) |
| Gain (loss) on disposal of property, plant and equipment and intangibles | (0.2) | (1.2) | 0.8 | (0.1) | (3.6) |
| Impairment | (32.9) | - | - | (427.5) | - |
| Operating income (loss) | (48.1) | (3.7) | (22.1) | (507.6) | (69.6) |
| EBITDA | (9.0) | 34.0 | 17.0 | (353.5) | 84.3 |
| Depreciation and amortization | 39.1 | 37.7 | 39.1 | 154.1 | 153.9 |
| Ratios 1 | |||||
| Gross margin (%) | 28.0% | 28.4% | 29.4% | 28.7% | 28.0% |
| Operating margin (%) | (9.1%) | (0.7%) | (4.3%) | (24.2%) | (3.3%) |
| EBITDA margin (%) | (1.7%) | 6.2% | 3.3% | (16.9%) | 4.0% |
| Number of employees | 5,713 | 5,921 | 5,838 | 5,713 | 5,921 |
1 Calculated based on gross revenues
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ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ Nr. 33.256.439/0001-39 NIRE 35.300.109.724
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place:
February 23, 2022, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City of and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in Attendance:
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, João Benjamin Parolin, Leonardo Remião Linden, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; (vi) in relation to item 1 and 2 below, the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz.
| Matters discussed and resolutions: — 1. | To approve, after being examined and discussed, the financial statements of the Company, including the balance sheet and management report for the fiscal year ended on December 31, 2021, as well as the destination of net earnings for the year and the distribution of dividends, supported by the independent auditors report, and recommend their approval by the General Shareholders’ Meeting. | |
|---|---|---|
| 2. | To approve, " ad referendum " to the Annual General Shareholders’ Meeting, the following destination of net earnings for the year ended on December 31, 2021, in the amount of R$850,463,948.89 (eight hundred and fifty million, four hundred and sixty-three thousand, nine hundred and forty-eight Reais and eighty-nine cents of Real), as described below: | |
| a) | R$42.523.197,44 (forty-two million, five hundred and twenty-three thousand, one hundred and ninety-seven Reais and forty-four cents of Real) will be allocated to the legal reserve; | |
| b) | R$403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the statutory reserve for investments; and | |
| c) | R$403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the payment of dividends to holders of common shares, of which R$218,073,611.40 (two hundred and eighteen million, seventy-three thousand, six hundred and eleven Reais and forty cents of Real) were paid as interim dividends as approved by the Board of Directors on August 11, 2021, in the proportion of R$0.20 (twenty cents of Real) per share; (ii) R$185,896,764.33 (one hundred and eighty-five million, eight hundred and ninety-six thousand, seven hundred and sixty-four Reais and thirty-three cents of Real) shall be paid to the shareholders as outstanding amount of the dividends approved herein, as of March 11, 2021, without remuneration or monetary adjustment, in the proportion of R$0.17040 per share. | |
| The record dates for receiving the dividend approved herein will be March 3, 2022 in Brazil and March 7, 2022 in the United States of America. The Company’s shares will be traded “ ex-dividends ” on B3 S.A. – Brasil, Bolsa e Balcão and on the New York Stock Exchange from and including March 4, 2022 onwards. | ||
| 3. | The members of the Board of Directors of the Company confirmed the issuance of 43,925 (forty-three thousand, nine hundred twenty-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 Shareholders’ Meeting held in 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. |
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| The Company’s capital stock will therefore be represented by 1,115,151,608 (one billion, one hundred and fifteen million, one hundred fifty-one thousand, six hundred and eight) 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. | |
|---|---|
| 4. | The members of the Board of Directors were updated on the proposals that will be submitted for shareholders’ approval upon the calling of the Annual General and Extraordinary Shareholders’ Meeting and manifested positively to these proposals. |
| 5. | The members of the Board of Directors approved the calling of the Annual General and Extraordinary Shareholders’ Meeting, that shall be held on April 13, 2022. |
| 6. | The members of the Board of Directors approved the changes on the Corporate Executive Compensation Policy, with immediate effect, as submitted by the Executive Board and recommended by the People Committee. |
| 7. | The members of the Board of Directors approved the election of Mr. Frederico Pinheiro Fleury Curado to compose the Strategy Committee, with a term coinciding with the term of office of the other members. |
| 8. | The members of the Board of Directors were updated on the annual report of the Audit and Risks Committee, as well as its recommendations to the Board of Directors. |
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 .
Pedro Wongtschowski – Chairman
Frederico Pinheiro Fleury Curado – Vice-Chairman
Alexandre Teixeira de Assumpção Saigh
Ana Paula Vitali Janes Vescovi
Flávia Buarque de Almeida
Jorge Marques de Toledo Camargo
José Galló
José Luiz Alquéres
José Mauricio Pereira Coelho
Otávio Lopes Castello Branco Neto
André Brickmann Areno – Se cretary of the Board of Directors
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ULTRAPAR PARTICIPAÇ Õ ES S.A.
NOTICE TO SHAREHOLDERS
Distribution of dividends
São Paulo, February 23 , 202 2 – 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$ 185 , 896 , 764 . 33 , equivalent to R$ 0 . 170 40 per common share, to be paid from March 11 , 202 2 onwards, without remuneration or monetary adjustment.
The record date t hat establish es the right to receive the dividend will be March 3 , 20 2 2 in Brazil, and March 7 , 20 2 2 in the United States. Therefore, from March 4 , 20 2 2 onwards, the shares will be traded "ex-dividend" on both the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão ) and the New York Stock Exchange (NYSE).
The number of shares considered to calculate the dividend per share considers the issuance of 43 , 925 common shares , that was approved by the Board of Directors on this date .
Rodrigo de Almeida Pizzinatto
Chief Financial and Investor Relations Officer
Ultrapar Participações S.A.
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Corporate
Executive
Compensation
Policy -
Ultrapar
Revision : Fe b 23, 2022
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PURPOSE
To establish the principles and criteria for executive’s compensation of Ultrapar Participações S.A. (“ Ultrapar ” or “Company”), ensuring the implementation of a competitive compensation strategy aligned to the best market practices and to the interests of the Company’s shareholders and other stakeholders.
This Policy is applicable to the members of the Board of Directors, Advisory Committees, Fiscal Council and the Executive Board of the Company.
2.1. COMPENSATION CONCEPT AND STRATEGY
The management of Ultrapar’s executive compensation has the main objectives of:
2.2. COMPENSATION COMPOSITION
2.2.1. BOARD OF DIRECTORS
The compensation of the members of the Board of Directors is composed exclusively of a fixed monthly fee and social security contributions. The amount is established based on the responsibility and complexity inherent to the position as well as the benchmarks for the comparative market.
The Chairman and the Vice Chairman earn a higher amount than the other directors due to the greater responsibility inherent to their positions.
If the director is a member of a statutory committee of the Company, the monthly amount received shall be increased by one third (33.3%) of the monthly fee. This compensation shall be increased by one half (50%) of the monthly amount, if the director exercise the function of Coordinator of the respective Committee.
If the director is a member of two or more statutory committees, the monthly amount to be received shall be increased by one half (50%) of the monthly amount.
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2.2.2. FISCAL COUNCIL
The compensation of the members of the Fiscal Council is composed exclusively of a fixed monthly fee and social security contributions. The established amount is based on the responsibility and complexity inherent to the position as well as the benchmarks for the comparative market and may not be less than one tenth (10%) of the average monthly salary of the Company’s statutory executive officers.
The Chairman of the Fiscal Council earns a higher amount than the other members due to the greater responsibility inherent to the position.
2.2.3. STATUTORY EXECUTIVE OFFICERS
Total Compensation (TC) of the Company’s executive officers includes:
2.3. MARKET REFERENCE
Ultrapar elaborates annual market surveys to analyze and establish guidelines for its practices of executive compensation. For this purpose, a selected market is considered based on the surveys of one or more specialized outside consultancies, as recommended by the People Committee (a statutory advisory committee to the Board of Directors).
Criteria for formation of the selected market:
2.4. compensation mix
The ideal mix of compensation components (BS, STI and LTI) must take into account market benchmarks and best practices, in order to foster the creation of sustainable value for the Company.
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2.5. base salary
2.5.1. concepts and definitions
The structure of Ultrapar’s executive positions is divided into groups of positions, known as grids. These groups take into account the complexity of the activities performed and the responsibility as a result of their positions, according to a specialized consulting firm’s job evaluation points methodology.
2.5.2. Annual salary review analysis
An annual survey of the reference market – described in item 2.3 – is carried out. In case of a need for salary adjustments, the issue will be examined by the People Committee for eventual submission for approval by the Board of Directors.
2.5.3. participation in boards of subsidiar ies
The participation of statutory executive officers of the Company on boards of directors or advisory boards of companies controlled by Ultrapar or by its subsidiaries shall not translate into additional compensation.
2.6. short-term incentives (STI)
2.6.1. concepts and definitions
The purpose of the Short-Term Incentive is to encourage the achievement of the Company’s short-term results and is directly linked to its financial and operational performance. The goals of the statutory executive officers are linked to the financial (financial goals) and operational (individual goals) performance of the Company.
Financial goals, which must have a preponderant weighting, are based on the amounts for economic and financial results established in the Strategic Plan and Annual Budget approved by the Board of Directors.
The individual goals must be of the “SMART” (Specific, Measurable, Agreed upon, Relevant, Time-bound) type and consistent with the strategies and objectives established in the Strategic Plan and Annual Budget approved by the Board of Directors.
All executives of the Company must have a minimum weight of 1/3 of their individual goals (or 10% of the total) related to ESG objectives.
To calculate the STI, it will be used the executive officer’s base salary for the month of December, except in case of promotion, when the calculation must be pro rata .
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2.7. long-term incentive (LTI)
2.7.1. concepts and definitions
Approved by the Annual General Shareholders’ Meeting held on April 19, 2017, the Long -T erm Incentive Plan’s objective is to:
a) Stimulate expansion and sustainable results of the Company and the achievement of its business goals, sharing the creation of value as well as the risks inherent to the business and the capital markets, fostering the alignment of the long-term interests across shareholders, managers and employees; and
b) Reinforce the ability to attract, retain and effectively motivate highly qualified executives.
The Plan provides for the annual approval of an Incentive Program based on restricted and performance shares, 50% each, on target. All Ultrapar’s statutory executive officers are eligible to the LTI Plan.
The restricted and performance shares are described as:
2.7.2. composition and detailing of the lti
((Base salary of the executive officer in the grant month X salary multiple) – Income Tax) ÷ Share price (average for the last 30 trading days) = Quantity of shares granted The result of the calculation, on target, is distributed across the restricted shares and performance shares, considering:
Restrict ed Shares :
Performance Shares :
The Long-Term Incentive contracts must contain a malus clause, providing for the retention of unvested shares in case fraud or material errors are found in the financial statements that have improperly benefited the executive.
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2.7.3. w ITH drawal rules
The People Committee might approve, on an exceptional basis and only in cases of retirement, the full vesting of shares granted and not yet transferred (unvested) to executives.
Decease or retirement for incapacity: anticipated vesting and transfer of the total number of restricted shares and performance shares (considering the target of the performance goals) shares to the participant or the estate, as appropriate.
governance
It is incumbent on the People Committee, set forth in the Company’s Bylaws, to supervise the implementation of the Corporate Executive Compensation Policy.
The Committee shall periodically evaluate this Policy for its effectiveness and compliance with the principles established herein, submitting proposals for adjustments and improvements for approval of the Board of Directors.
This revision of the Policy will apply to remuneration that will be awarded in year of 2022 onwards . Therefore, t he conditions of the existing contracts remain unchanged.
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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: February 23, 2022
| ULTRAPAR HOLDINGS INC. |
|---|
| By: /s/ Rodrigo de Almeida Pizzinatto |
| Name: Rodrigo de Almeida Pizzinatto |
| Title: Chief Financial and Investor Relations Officer |
(Parent’s Separate and Consolidated Financial Statements for the Year Ended December 31, 2021 and Report on Review of Financial Information, 4Q21 and 2021 Earnings Release, Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on February 23, 2022, Notice to shareholders and Corporate Executive Compensation Policy)
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