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Assets and liabilities from subsidiaries held for sale and discontinued operations | 12 Months Ended
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Dec. 31, 2022
Discontinued operations |
Discontinued operations | 4. Discontinued operations The divestments of Oxiteno and Extrafarma are aligned with Ultrapar's portfolio review. With a more complementary and synergistic businesses, Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In this context, the Company announced the contracts signing described below and, classified these transactions as discontinued operations. a. Sale of shares of Extrafarma On August 1, 2022, the transaction was closed, including the fulfillment of all precedent conditions. For further information, see Note 1.b.3. On December 31, 2022, the Company calculated the result from the conclusion of the transaction, considering the sales revenue, less write-off of the investment, plus transaction costs, as shown below:
| Amount |
Total value of Extrafarma’s purchase and sale agreement | 700,000 |
Cash/ Net debt on December 31, 2020 | (99,897 | )
Operation sale price | 600,103 |
Estimated working capital and net debt adjustments | 121,522 |
Cost of investment | (1,115,102 | )
Reversal of impairment (*) | 427,529 |
Provision for indemnities | (9,995 | )
Transaction costs | (13,282 | )
Gain on disposal of investments before the effect of cessation of depreciation | 10,775 |
Cessation of depreciation | (27,084 | )
Loss on disposal of investments after the effect of depreciation | (16,309 | )
Current income and social contribution taxes | 138,298 |
Deferred income and social contribution taxes | (141,962 | )
Loss on disposal of investments, net | (19,973 | )
(*) For more information, see Note 2.v b. Sale of shares of Oxiteno S.A. On August 16, 2021, the Company announced the signing of an agreement for the sale of all shares of Oxiteno S.A. to Indorama. On April 1, 2022, the Company announced the conclusion of the transaction after approval by CADE without restrictions. For further information, see Note 1.b.2. On December 31, 2022, the Company calculated the result from the conclusion of the transaction, considering the sales revenue, less write-off of the investment, plus transaction costs, as shown below:
| Amount |
Total value of Oxiteno’s purchase and sale agreement | 6,994,191 |
Working capital and net debt adjustments | (13,146 | )
Proceeds from settlement of intercompany loan held by Oxiteno | (3,980,702 | )
Adjustment to present value on transaction closing date referring to deferred installment | (81,397 | )
Revenue from the sale of investments, net of adjustment to present value | 2,918,946 |
Cost of write-off of investment | (2,118,949 | )
Cumulative translation adjustments, net of cash flow hedging losses, reclassified to the statement of income | (277,045 | )
Transaction costs | (77,843 | )
Provision for indemnities | (136,103 | )
Gain on disposal of investments before the effect of cessation of depreciation | 309,006 |
Cessation of depreciation | (51,372 | )
Gain on disposal of investments after the effect of depreciation | 257,634 |
Current income and social contribution taxes | (245,478 | )
Deferred income and social contribution taxes | 46,247 |
Gain on disposal of investments, net | 58,403 |
For further information, see Note 1.b.2. c. Disclosure of the impacts of IFRS 5 - discontinued operations The tables of discontinued operation are detailed below and include the profit or loss incurred throughout 2022 and 2021, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, among others. c.1 The results and cash flows from discontinued operations for the year ended December 31, 2022 are shown below:
|  | Oxiteno |  |  | Extrafarma |  |  | Eliminations (*) |  |  | Ultrapar |  |  | 12/31/2022 |
Net revenue from sales and services |  | 2,039,287 |  |  | 1,235,487 |  |  | (7,241 | ) |  | - |  |  | 3,267,533 |
Cost of products and services sold |  | (1,580,000 | ) |  | (912,310 | ) |  | 7,241 |  |  | - |  |  | (2,485,069 | )
Gross profit |  | 459,287 |  |  | 323,177 |  |  | - |  |  | - |  |  | 782,464 |
Selling, marketing and administrative |  | (201,365 | ) |  | (438,601 | ) |  | - |  |  | - |  |  | (639,966 | )
Other operating income (expenses), net |  | 10,736 |  |  | (5,951 | ) |  | - |  |  | 241,325 |  |  | 246,110 |
Operating income (loss) |  | 268,658 |  |  | (121,375 | ) |  | - |  |  | 241,325 |  |  | 388,608 |
Share of profit (loss) of subsidiaries, joint ventures and associates |  | (231 | ) |  | - |  |  | - |  |  | - |  |  | (231 | )
Income (loss) before financial result and income and social contribution taxes |  | 268,427 |  |  | (121,375 | ) |  | - |  |  | 241,325 |  |  | 388,377 |
Financial result, net |  | 23,153 |  |  | (25,059 | ) |  | 54,431 |  |  | - |  |  | 52,525 |
Income (loss) before income and social contribution taxes |  | 291,580 |  |  | (146,434 | ) |  | 54,431 |  |  | 241,325 |  |  | 440,902 |
Income and social contribution taxes |  | (16,924 | ) |  | 20,826 |  |  | (18,507 | ) |  | (202,895 | ) |  | (217,500 | )
Net effect of cessation of depreciation (i) |  | 51,372 |  |  | 27,084 |  |  | - |  |  | - |  |  | 78,456 |
Net income (loss) for the year |  | 326,028 |  |  | (98,524 | ) |  | 35,924 |  |  | 38,430 |  |  | 301,858 |
(*) Elimination between continuing and discontinued operations related to the interest on the intercompany loan between Ultrapar International and Oxiteno. (i) As of January 1, 2022, the depreciation and amortization of assets classified as held for sale ceased, in compliance with item 25 of IFRS 5. The impact of the proceeds from the sale of Oxiteno in the total amount of R$ 6.2 billion was considered in the statement of cash flows as a continuing operations, comprising the sale of the investment of approximately R$2.3 billion and the receipt of the intercompany loan owed by Oxiteno S.A. to Ultrapar International in the approximate amount of R$3.9 billion.
| Oxiteno |  |  | Extrafarma |  |  | Eliminations |  |  | 12/31/2022 |
Net cash (used in) provided by operating activities | (81,558 | ) |  | (68,370 | ) |  | 180,478 |  |  | 30,550 |
Net cash (used in) provided by investing activities | 1,011,736 |  |  | (25,323 | ) |  | (1,206,603 | ) |  | (220,190 | )
Net cash (used in) provided by financing activities | (1,245,754 | ) |  | 40,585 |  |  | 1,026,144 |  |  | (179,025 | )
Effect of exchange rate changes on cash and cash equivalents in foreign currency | (19,316 | ) |  | - |  |  | - |  |  | (19,316 | )
Increase (decrease) in cash and cash equivalents | (334,892 | ) |  | (53,108 | ) |  | 19 |  |  | (387,981 | )
c.1.1 In the Parent, the proceeds from the sale of Oxiteno and the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, had an impact of R$ 301,858, classified as income from discontinued operations in the consolidated financial statements. c.2 The main classes of assets and liabilities classified as held for sale on December 31, 2021 are shown below:
Assets | Oxiteno |  |  | Extrafarma |  |  | Eliminations(*) |  |  | Total |
Current assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | 334,882 |  |  | 53,099 |  |  | ‐ |  |  | 387,981 |
Financial investments and derivative financial 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 |  |  | 26,145 |  |  | (5,035 | ) |  | 72,939 |
Total current assets | 5,033,603 |  |  | 755,246 |  |  | (5,035 | ) |  | 5,783,814 |
Non-current assets |  |  |  |  |  |  |  |  |  |  |
Financial investments and derivative financial 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 | 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 |
Liabilities | Oxiteno |  |  | Extrafarma |  |  | Eliminations(*) |  |  | Total |
Current liabilities |  |  |  |  |  |  |  |  |  |  |
Loans, financing and hedge derivative financial instruments | 302,154 |  |  | ‐ |  |  | (62,841 | ) |  | 239,313 |
Trade payables | 493,800 |  |  | 225,487 |  |  | (1,949 | ) |  | 717,338 |
Trade payables - reverse factoring | 725,246 |  |  | - |  |  | - |  |  | 725,246 |
Salaries and related charges | 176,941 |  |  | 45,843 |  |  | - |  |  | 222,784 |
Taxes payable | 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 |
(*) Elimination between the continued operations and discontinued operations related to loan between Ultrapar International and Oxiteno. c.2.1 The results and cash flows from discontinued operations for the year ended December 31, 2021 are shown below:
|  | Oxiteno |  |  | Extrafarma |  |  | Eliminations(*) |  |  | 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 |  | (978,221 | ) |  | (685,794 | ) |  | ‐ |  |  | (1,664,015 | )
Impairment |  | ‐ |  |  | (427,529 | ) |  | ‐ |  |  | (427,529 | )
Other operating income (expenses), net |  | 26,924 |  |  | (1,109 | ) |  | ‐ |  |  | 25,815 |
Operating income (loss) |  | 610,701 |  |  | (511,816 | ) |  | ‐ |  |  | 98,885 |
Share of profit (loss) of subsidiaries, joint ventures and associates |  | 48 |  |  | ‐ |  |  | - |  |  | 48 |
Income (loss) before financial result and income and social contribution taxes |  | 610,749 |  |  | (511,816 | ) |  | - |  |  | 98,933 |
Financial result, net |  | (431,441 | ) |  | (45,265 | ) |  | 329,736 |  |  | (146,970 | )
Income (loss) before income and social contribution taxes |  | 179,308 |  |  | (557,081 | ) |  | 329,736 |  |  | (48,037 | )
Income and social contribution taxes |  | 69,995 |  |  | 155,416 |  |  | (112,110 | ) |  | 113,301 |
Net income (loss) for the year |  | 249,303 |  |  | (401,665 | ) |  | 217,626 |  |  | 65,264 |
Depreciation and amortization for the year (i) |  | 308,564 |  |  | 154,850 |  |  | - |  |  | 463,414 |
(*) Elimination between the continued operations and discontinued operations related to loan between Ultrapar International and Oxiteno. (i) Balances included for a complete breakdown of segment information.
| Oxiteno |  |  | Extrafarma |  |  | Eliminations |  |  | 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 (used in) provided by financing 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.2.2 In the Parent, the share of profit (loss) of investees Oxiteno and Extrafarma, net of transactions with related parties, were re-presented as discontinued operations in the total amount of R$ 65,264 in the statement of income for 2021, as per Notes 4.c.2.1 and 13. c.3 The results and cash flows from discontinued operations for the year ended December 31, 2020 are shown below:
|  | Discontinued operations |
|  | Oxiteno |  |  | Extrafarma |  |  | Eliminations |  |  | Total |
Net revenue from sales and services |  | 5,210,704 |  |  | 1,988,411 |  |  | (16,069 | ) |  | 7,183,046 |
Cost of products and services sold |  | (4,188,711 | ) |  | (1,399,125 | ) |  | 16,069 |  |  | (5,571,767 | )
Gross profit |  | 1,021,993 |  |  | 589,286 |  |  | ‐ |  |  | 1,611,279 |
Operating income (expenses) |  |  |  |  |  |  |  |  |  |  |  |
Selling marketing and administrative |  | (831,056 | ) |  | (662,182 | ) |  | - |  |  | (1,493,238 | )
Other operating income, net |  | 153,457 |  |  | (5,403 | ) |  | - |  |  | 148,054 |
Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates |  | 344,394 |  |  | (78,299 | ) |  | ‐ |  |  | 266,095 |
Share of profit (loss) of subsidiaries, joint ventures and associates |  | 414 |  |  | ‐ |  |  | - |  |  | 414 |
Operating income (loss) before finance income (expenses) and income and social contribution taxes |  | 344,808 |  |  | (78,299 | ) |  | - |  |  | 266,509 |
Financial result, net |  | 1,482 |  |  | (38,938 | ) |  | 318,430 |  |  | 280,974 |
Profit (loss) before income and social contribution taxes |  | 346,290 |  |  | (117,237 | ) |  | 318,430 |  |  | 547,483 |
Income and social contribution taxes |  | (118,132 | ) |  | (40,453 | ) |  | (108,265 | ) |  | (266,850 | )
Net income from continuing operations |  | - |  |  | - |  |  | - |  |  | - |
Net income from discontinued operations |  | - |  |  | - |  |  | - |  |  | 280,633 |
Profit (loss) for the year |  | 228,158 |  |  | (157,690) |  |  | 210,165 |  |  | 280,633 |
Depreciation and amortization for the year (i) |  | 275,063 |  |  | 153,899 |  |  | - |  |  | 428,962 |
(i) Balances included for complete breakdown of segment information.
|  | Discontinued operations
|  | Oxiteno |  |  | Extrafarma |  |  | Eliminations |  |  | Total |
|  |  |  |  |  |  |  |  |  |  | (B) |
Net cash provided by (used in) operating activities |  | 765,090 |  |  | 111,396 |  |  | (2,380 | ) |  | 874,106 |
Net cash used in investing activities |  | (159,349 | ) |  | (6,484 | ) |  | (321,557 | ) |  | (487,390 | )
Net cash (used in) provided by financing activities |  | (1,236,490 | ) |  | 11,272 |  |  | 305,534 |  |  | (919,684 | )
Effect of exchange rate changes on cash and cash equivalents in foreign currency |  | 114,822 |  |  | ‐ |  |  | ‐ |  |  | 114,822 |
Increase (decrease) in cash and cash equivalents |  | (515,927 | ) |  | 116,184 |  |  | (18,403 | ) |  | (418,146 | )

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