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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2024
Commission File Number: 001-41638
AMBIPAR EMERGENCY RESPONSE
(Exact name of registrant as specified in its charter)
Avenida Angélica, nº 2346, 5th Floor
São Paulo, São Paulo, Brazil, 01228-200
Tel: +55 (11) 3429-5000
(Address of principal executive office)
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☒ 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☒
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☒
EXHIBIT INDEX
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 99.1 | | |
| | | |
| 99.2 | | |
SIGNATURE
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: May 16, 2024
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| | AMBIPAR EMERGENCY RESPONSE |
| | |
| | |
| By: | /s/ Thiago da Costa Silva |
| | Name: Thiago da Costa Silva | |
| | Title: Director | |
Exhibit 99.1
Summary Results for the Full Year ended December 31, 2023
The information set forth below updates certain information about us included in the prospectus contained in our Registration Statement on Form F-1 (Registration No. 333-270493) which we refer to herein as the “Prospectus,” and should be read in conjunction with the information set forth in the Prospectus under “Financial Statement Presentation,” “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk” and our audited consolidated financial statements and unaudited pro forma condensed financial information and the historical financial statements of Witt O’Brien’s and the respective notes thereto included elsewhere in the Prospectus, as well as with our audited consolidated financial statements as of December 31, 2023 and for the full Year ended December 31, 2023 and 2022, contained in a report on Form 6-K that was furnished to the SEC on May 15, 2024 (the “Fourth Quarter Financial Statements Report”).
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth including those set forth in “Cautionary Statement Regarding Forward-Looking Statements,” “Industry and Market Data” and “Risk Factors.” of the Prospectus.
The following table reflects selected financial information for the full Year ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | For the full Year ended December 31, |
| | | 2023 | | 2023 | | 2022 | | Variation |
| | | (Audited) |
| | | (in US$ million)(1) | | (in R$ million) | | % |
| Gross Revenue | | 556.9 | | 2,781.8 | | 1,813.3 | | 53.4 |
| Cost of services rendered | | (418.5) | | (2,090.5) | | (1,337.8) | | 56.3 |
| Gross profit | | 100.0 | | 499.5 | | 347.1 | | 43.9 |
| Operating profit | | 72.1 | | 360.4 | | 336.7 | | 7.0 |
| Net finance cost | | (50.3) | | (251.3) | | (104.0) | | 141.6 |
| Income tax and social contribution | | (18.4) | | (91.9) | | (44.9) | | 104.7 |
| | | | | |
(1) | For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$4.9953 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. |
Gross revenue
Gross revenue for the year ended December 31, 2023 amounted to R$2,781.9 million, compared to R$1,813.3 million in the year ended December 31, 2022, which represents an increase of R$968.6 million, or 53.4%.
The increase in gross revenue was primarily due to: (1) the acquisitions we concluded in the North America and Brazil segments, which experienced the largest growth in the period, reaching a gross revenue of R$1,329.0 million and R$790.3 million in the year ended December 31, 2023, respectively, from R$790.3 million and R$597.2 million in the year ended December 31, 2022, respectively, as a result of a wider regional reach and, consequently, an increase in the overall number of subscription contracts and spot contracts; and (2) an increase of our gross revenue generated in our Latin America segment (other than Brazil) of R$12.5 million, or 5.9%, in the year ended December 31, 2023, primarily as a result of the expansion of our existing operations in Chile and Peru and the start of new operations in Colombia. These increases were partially offset by a negative effect of 3.3 percentage points on our gross revenue as a result the depreciation of the U.S. dollar, Canadian dollar and the British pound against the real.
Cost of services rendered
Cost of services rendered for the year ended December 31, 2023 amounted to R$ 2,090.5 million, compared to R$1,337.8 million in the year ended December 31, 2022, which represents an increase of R$752.7 million, or 56.3%. This increase was primarily due to the acquisitions we completed in the period and the increase in operations, consistent with the increase in net revenue described above, as partially offset by a positive effect of 3.3 percentage point on our cost of services rendered, as a result of the appreciation of the U.S. dollar, Canadian dollar and the British pound against the real. Cost of services represented 80.7% and 79.4% of our net revenue, respectively, in the year ended December 31, 2023 and 2022.
Gross profit
Gross profit for the year ended December 31, 2023 amounted to R$499.5 million, compared to R$347.1 million in the year ended December 31, 2022, which represents an increase of R$152.4 million, or 43.9%. Gross profit represented 19.3% and 20.6% of our net revenue, respectively, for the years ended December 31, 2023 and 2022. The decrease in gross profit margin was primarily due to the increase in cost of services rendered in the year ended December 31, 2023 as a percentage of net revenue, as a result of increased costs related to third-party providers and fuel caused by inflationary cost pressure, supply chain disruptions, and increases in oil prices in the period, as well as decreased economies of scale resulting from (1) recently acquired businesses that were in the process of being integrated into our ecosystem, and (2) organic growth in markets which we had recently entered and had smaller operations. The adoption of heightened controls over our costs and expenditures following recent acquisitions helped to mitigate inflationary pressures, including by means of centralizing negotiations with suppliers at the corporate level and the renegotiation of pricing terms with suppliers, and we have been able to gradually increase prices as a way to pass on costs and improve gross profit margins. Supply chain disruptions have been mitigated through the earlier ordering of vehicles and equipment, and increasing utilization of suppliers who have more favorable delivery terms. The increase in cost of services rendered as a percentage of net revenue was partially offset primarily by a decrease in costs with personnel as a percentage of net revenue due to workforce optimization.
Operating profit
Operating profit for the year ended December 31, 2023 amounted to R$360.4 million, compared to R$336.7 million in the year ended December 31, 2022, which represented an increase of R$23.7 million, or 7.0%, mainly due to increased operations in our North America and Brazil segments, as partially offset by the extraordinary expenses incurred in connection with the conclusion of the HPX transaction in March, which had a non-recurring negative impact of R$100.9 million in the period.
Net finance cost
Our net finance costs increased by R$147.3 million, or 141.6%, to R$251.3 million for the year ended December 31, 2023 from R$104.0 million for the year ended December 31, 2022. Finance income increased by R$33.9 million, or 353.1%, to R$43.5 million in the year ended December 31, 2023 from R$9.6 million in the year ended December 31, 2022, primarily due to an increase in foreign-exchange rate income, as partially offset by a greater average cash balance in the period which resulted in an increase in revenues from interest earning bank deposits. Our finance costs increased by R$181.3 million, or 159.7%, to R$294.8 million in the year ended December 31, 2023 from R$113.5 million in the year ended December 31, 2022 primarily due to an increase of R$36.6 million and R$27.2 million in year ended December 31, 2022 in debentures interest and interest on loans, respectively, primarily as a result of our First Issuance of Debentures in 2022, the Second Issuance of Debentures and the borrowing under the loan agreement with Itau BBA International PLC to finance the WOB Acquisition in 2022.
Income tax and social contribution
Income tax and social contribution expense for the year ended December 31, 2023 was R$91.9 million, compared R$44.9 million in the year ended December 31, 2022, which represents an increase of R$47.0 million, or 104.7%. This increase was primarily due to the increase in the provision for deferred taxes.
About Ambipar Emergency Response
Ambipar Response specializes in environmental services, and operates in four main business units: emergency response, marine response, industrial response and environmental response. The Company is present in more than 40 countries across all six continents, providing standardized services across all regions.
The Company was founded in 1995 by Tercio Borlenghi Jr.
For more information, visit ambipar.com and http://ir-response.ambipar.com/
Exhibit 99.2
AMBIPAR EMERGENCY RESPONSE
Report of Independent Registered Public Accounting Firm
Consolidated financial statements
As at December 31, 2023
Auditor Name: BDO RCS Auditores Independentes SS Ltda.
Auditor Location: São Paulo, Brazil
Auditor Firm ID: 5485
Contents
Table of Contents
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| Tel.: +55 19 3294 2390 Fax: + 55 19 3254 1484 www.bdo.com.br | Rua Major Quedinho, 90, Consolação -,São Paulo, SP Brasil 01050-030 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Ambipar Emergency Response
São Paulo – SP
Opinion on the consolidated financial statements
We have audited the accompanying consolidated statements of financial position of Ambipar Emergency Response (the “Company”), as of December 31, 2023 and 2022, the related consolidated statements of income and statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and Interpretations (collectively “IFRS”).
Basis for opinion on the consolidated financial statements
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2020.
São Paulo/SP - Brazil, May 10, 2024.
BDO RCS Auditores Independentes SS Ltda.
BDO RCS Auditores Independentes SS Ltda., an audit partnership organized according to Brazilian law, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Table of Contents
| | |
| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Financial Position As of December 31, 2023 and 2022 (Values expressed in thousands of Brazilian Reais) |
Statements of financial position
| | | | | | | | | | | | | | | | | | | | |
| | Note | | December 31, 2023 | | December 31, 2022 |
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | 4 | | 423,266 | | | 271,607 | |
| Trade and other receivables, net | | 5 | | 803,523 | | | 702,980 | |
| Income tax and social contribution | | 6.1 | | 14,143 | | | 6,388 | |
| Other taxes recoverable | | 6.2 | | 63,955 | | | 29,740 | |
| Prepaid expenses | | | | 32,239 | | | 37,806 | |
| Advances to suppliers | | | | 23,125 | | | 29,864 | |
| Inventories | | | | 34,159 | | | 18,128 | |
| Other accounts receivable | | | | 45,814 | | | 36,498 | |
| Current assets | | | | 1,440,224 | | | 1,133,011 | |
| | | | | | |
| Non-current assets | | | | | | |
| Trade and other receivables, net | | 5 | | 3,485 | | | — | |
| Related parties loans | | 16 | | 29,322 | | | 26,180 | |
| Income tax and social contribution recoverable | | 6.1 | | 1,472 | | | 2,854 | |
| Other taxes recoverable | | 6.2 | | 857 | | | 392 | |
| Deferred taxes | | 22 | | 28,800 | | | 25,420 | |
| Judicial deposits | | 15 | | 631 | | | 826 | |
| Other accounts receivable | | | | 32,245 | | | 37,599 | |
| | | | | | |
| Investments | | 7 | | — | | | 7,620 | |
| Property, plant and equipment, net | | 8 | | 787,561 | | | 516,081 | |
| Right of use, net | | 8 | | 88,737 | | | 68,275 | |
| Goodwill | | 9 | | 1,537,135 | | | 1,192,302 | |
| Intangible assets | | 9 | | 358,703 | | | 420,197 | |
| Total Non-current assets | | | | 2,868,948 | | | 2,297,746 | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total assets | | | | 4,309,172 | | | 3,430,757 | |
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Table of Contents
| | |
| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Financial Position As of December 31, 2023 and 2022 (Values expressed in thousands of Brazilian Reais) |
| | | | | | | | | | | | | | | | | | | | |
| | Note | | December 31, 2023 | | December 31, 2022 |
| Liabilities | | | | | | |
| Current liabilities | | | | | | |
| Loans and financing | | 10 | | 84,369 | | | 67,656 | |
| Debentures | | 11 | | 79,677 | | | 84,187 | |
| Trade and other payables | | 12 | | 184,618 | | | 146,611 | |
| Labor obligations | | | | 82,768 | | | 114,941 | |
| Dividends Payable | | 16 | | 57,364 | | | 76,909 | |
| Current income tax and social contribution payable | | 13.1 | | 21,684 | | | 12,998 | |
| Other tax payable | | 13.2 | | 51,459 | | | 33,719 | |
| Obligations from acquisition of investment | | 7 | | 183,825 | | | 129,198 | |
| Lease liabilities | | 14.2 | | 22,620 | | | 14,411 | |
| Other bills to pay | | | | 34,638 | | | 36,345 | |
| Current liabilities | | | | 803,022 | | | 716,975 | |
| | | | | | |
| | | | | | |
| Non-current liabilities | | | | | | |
| Loans and financing | | 10 | | 617,533 | | | 649,762 | |
| Debentures | | 11 | | 466,073 | | | 516,533 | |
| Other taxes payable | | 13.2 | | 8,638 | | | 7,986 | |
| Related parties loans | | 16.1 | | 620,842 | | | 769,792 | |
| Deferred income tax and social contribution | | 22 | | 187,784 | | | 190,833 | |
| Obligations from acquisition of investment | | 7 | | 168,926 | | | 94,228 | |
| Provision for contingencies | | 15 | | 393 | | | 607 | |
| Lease liabilities | | 14.2 | | 34,860 | | | 32,648 | |
| Warrant and Earn-out | | 3.4.2 | | 30,753 | | | — | |
| Other bills to pay | | | | 13,551 | | | 4,305 | |
| Non-current liabilities | | | | 2,149,353 | | | 2,266,694 | |
| | | | | | |
| Total liabilities | | | | 2,952,375 | | | 2,983,669 | |
| | | | | | |
| Shareholders' equity | | | | | | |
| Capital | | 17.1 | | 1,443,108 | | | 261,920 | |
| Profit reserves | | | | — | | | 302,817 | |
| Capital transactions | | 17.5 | | (99,516) | | | (110,218) | |
| Accumulated translation adjustment | | 17.4 | | (208,056) | | | (89,165) | |
| Retained earnings | | | | (62,477) | | | — | |
| | | | | | |
| Equity attributable to owners of the Company | | | | 1,073,059 | | | 365,354 | |
| Non-controlling interest | | | | 283,738 | | | 81,734 | |
| | | | | | |
| Total equity | | | | 1,356,797 | | | 447,088 | |
| Total shareholders' equity and liabilities | | | | 4,309,172 | | | 3,430,757 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Table of Contents
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| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Income Years ended December 31, 2023, 2022 and 2021 (Amounts expressed in thousands of Brazilian Reais, except earnings per share) |
Statements of income
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Note | | December 31, 2023 | | December 31, 2022 | | December 31, 2021 |
| | | | | | | | |
| Net Revenue | | 19 | | 2,589,960 | | | 1,684,896 | | | 822,203 | |
| Cost of services rendered | | 20 | | (2,090,482) | | | (1,337,749) | | | (618,691) | |
| | | | | | | | |
| Gross profit | | | | 499,478 | | | 347,147 | | | 203,512 | |
| | | | | | | | |
| Selling, general and administrative expenses | | 20 | | (28,385) | | | (26,553) | | | (26,837) | |
| Equity in earnings of investments | | | | — | | | 3,628 | | | — | |
| Other income, net expenses | | 20 | | (110,710) | | | 12,536 | | | 1,355 | |
| | | | | | | | |
| Operating expenses | | | | (139,095) | | | (10,389) | | | (25,482) | |
| | | | | | | | |
| Operating profit | | | | 360,383 | | | 336,758 | | | 178,030 | |
| | | | | | | | |
| Finance expenses | | 21 | | (294,827) | | | (113,541) | | | (12,804) | |
| Finance income | | 21 | | 43,485 | | | 9,567 | | | 10,776 | |
| | | | (251,342) | | | (103,974) | | | (2,028) | |
| | | | | | | | |
| Net income before income tax and social contribution | | | | 109,041 | | | 232,784 | | | 176,002 | |
| | | | | | | | |
| Current income tax and social contribution | | 22 | | (78,999) | | | (35,806) | | | (23,773) | |
| Deferred income tax and social contribution | | 22 | | (12,866) | | | (9,104) | | | (14,087) | |
| | | | | | | | |
| | | | | | | | |
| Profit for the year | | | | 17,176 | | | 187,874 | | | 138,142 | |
| | | | | | | | |
| Profit (loss) Attributable to: | | | | | | | | |
| Controlling interest | | | | (62,477) | | | 161,493 | | | 131,117 | |
| Non-controlling interests | | | | 79,653 | | | 26,381 | | | 7,025 | |
| | | | | | | | |
| Number of shares at the year end | | | | 55,429,851 | | | 261,920,439 | | | 48,615,599 | |
| | | | | | | | |
| Earnings per share (basic) at the end of the year - in R$ | | 17.3 | | 0.1912 | | | 0.7173 | | | 2.8415 | |
| Earnings per share (diluted) at the end of the year - in R$ | | 17.3 | | 0.1662 | | | 0.7173 | | | 2.8415 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Table of Contents
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| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Comprehensive Income Years ended December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais) |
Statements of comprehensive income
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 | | December 31, 2021 |
| Profit for the year | | 17,176 | | | 187,874 | | | 138,142 | |
| Items that are or may be reclassified subsequently to profit or loss: | | | | | | |
| Unrealized income reserve | | — | | | — | | | 63 | |
| Equity valuation adjustment | | — | | | (984) | | | — | |
| Exchange rate change on goodwill on investee abroad | | (10,702) | | | (7,617) | | | (4,998) | |
| Foreign currency translation adjustment | | (108,189) | | | (79,711) | | | (8,455) | |
| Other comprehensive loss for the year, net of tax | | (118,891) | | | (88,312) | | | (13,390) | |
| Total comprehensive income (loss), net of taxes | | (101,715) | | | 99,562 | | | 124,752 | |
| | | | | | |
| Attributable to: | | | | | | |
| Controlling interest | | (181,368) | | | 73,181 | | | 117,726 | |
| Non-controlling interest | | 79,653 | | | 26,381 | | | 7,026 | |
| | (101,715) | | | 99,562 | | | 124,752 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Table of Contents
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| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Changes in Equity Years ended December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais) |
Statements of changes in equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Profit Reserves | | | | | | | | | | | | |
| | Capital | | Advances for future capital increase | | Expenses on the issuance of shares | | Capital transactions | | Legal reserve | | Unrealized income reserve | | Equity valuation adjustment | | Accumulated translation adjustment | | Retained earnings | | Total attributable to the controlling shareholder | | Non-controlling interests | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at January 1st, 2021 | | 36,899 | | | 176,000 | | | — | | | (3,458) | | | 7,380 | | | 69,050 | | | 984 | | | 16,818 | | | — | | | 303,673 | | | 23,521 | | | 327,194 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Capital increase with investment transfer | | 49,021 | | | — | | | — | | | — | | | — | | | — | | | — | | | (25,016) | | | — | | | 24,005 | | | — | | | 24,005 | |
| Advances for future increase of capital | | 176,000 | | | (176,000) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Transactions with shareholders | | — | | | — | | | — | | | (118,026) | | | — | | | — | | | — | | | — | | | — | | | (118,026) | | | — | | | (118,026) | |
| Distribution of profit from previous year | | — | | | — | | | — | | | — | | | — | | | (307) | | | — | | | — | | | — | | | (307) | | | — | | | (307) | |
| Interest of non-controllers | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (18,623) | | | (18,623) | |
| Exchange variation on capital transactions | | — | | | — | | | — | | | 4,998 | | | — | | | — | | | — | | | (4,998) | | | — | | | — | | | — | | | — | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | 63 | | | — | | | 16,624 | | | — | | | 16,687 | | | — | | | 16,687 | |
| Net income for the year | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 131,116 | | | 131,116 | | | 7,026 | | | 138,142 | |
| Profit destination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Legal reserve | | — | | | — | | | — | | | — | | | 6,556 | | | — | | | — | | | — | | | (6,556) | | | — | | | — | | | — | |
| Mandatory minimum dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (31,154) | | | (31,154) | | | — | | | (31,154) | |
| Unrealized profit reserve | | — | | | — | | | — | | | — | | | — | | | 93,406 | | | — | | | — | | | (93,406) | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2021 | | 261,920 | | | — | | | — | | | (116,486) | | | 13,936 | | | 162,212 | | | 984 | | | 3,428 | | | — | | | 325,994 | | | 11,924 | | | 337,918 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balances at January 1st, 2022 | | 261,920 | | | — | | | — | | | (116,486) | | | 13,936 | | | 162,212 | | | 984 | | | 3,428 | | | — | | | 325,994 | | | 11,924 | | | 337,918 | |
| Transactions with shareholders | | — | | | — | | | — | | | (1,349) | | | — | | | — | | | — | | | — | | | — | | | (1,349) | | | — | | | (1,349) | |
| Transfer by onerous transfer | | — | | | — | | | — | | | — | | | — | | | 3,531 | | | — | | | (5,265) | | | — | | | (1,734) | | | — | | | (1,734) | |
| Participation of non-controllers | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 43,429 | | | 43,429 | |
| Exchange variation on capital transactions | | — | | | — | | | — | | | 7,617 | | | — | | | — | | | — | | | (7,617) | | | — | | | — | | | — | | | — | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | — | | | (984) | | | (79,711) | | | — | | | (80,695) | | | — | | | (80,695) | |
| Net income for the year | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 161,493 | | | 161,493 | | | 26,381 | | | 187,874 | |
| Profit destination | | | | | | | | | | | | | | | | | | | | | | | | |
| Legal reserve | | — | | | — | | | — | | | — | | | 8,075 | | | — | | | — | | | — | | | (8,075) | | | — | | | — | | | — | |
| Mandatory minimum dividends | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (38,355) | | | (38,355) | | | — | | | (38,355) | |
| Unrealized profit reserve | | — | | | — | | | — | | | — | | | — | | | 115,063 | | | — | | | — | | | (115,063) | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2022 | | 261,920 | | | — | | | — | | | (110,218) | | | 22,011 | | | 280,806 | | | — | | | (89,165) | | | — | | | 365,354 | | | 81,734 | | | 447,088 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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| AMBIPAR EMERGENCY RESPONSE |
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Consolidated Statements of Changes in Equity Years ended December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Profit Reserves | | | | | | | | | | | | |
| | Capital | | Advances for future capital increase | | Expenses on the issuance of shares | | Capital transactions | | Legal reserve | | Unrealized income reserve | | Equity valuation adjustment | | Accumulated translation adjustment | | Retained earnings | | Total attributable to the controlling shareholder | | Non-controlling interests | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at January 1st, 2023 | | 261,920 | | | — | | | — | | | (110,218) | | | 22,011 | | | 280,806 | | | — | | | (89,165) | | | — | | | 365,354 | | | 81,734 | | | 447,088 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of 177.977.323 new shares | | 263,004 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 263,004 | | | — | | | 263,004 | |
| Exchange variation on capital transactions | | — | | | — | | | — | | | (2,413) | | | — | | | — | | | — | | | 2,413 | | | — | | | — | | | — | | | — | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,769) | | | — | | | (5,769) | | | — | | | (5,769) | |
| Participation of non-controllers | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 13,231 | | | 13,231 | |
| Net income for the period | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 13,288 | | | 13,288 | | | 7,885 | | | 21,173 | |
| Initial transactions with shareholders 03.03.2023 | | 316,105 | | | — | | | — | | | — | | | (22,011) | | | (280,806) | | | — | | | — | | | (13,288) | | | — | | | (21,116) | | | (21,116) | |
| PIPE and other investors | | 595,746 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 595,746 | | | — | | | 595,746 | |
| HPX trust account balance at CST&T | | 48,083 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 48,083 | | | — | | | 48,083 | |
| Acervo inicial HPX 03.03.2023 | | (41,750) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (41,750) | | | — | | | (41,750) | |
| Exchange variation on capital transactions | | — | | | — | | | — | | | 13,115 | | | — | | | — | | | — | | | (13,115) | | | — | | | — | | | — | | | — | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (102,420) | | | — | | | (102,420) | | | — | | | (102,420) | |
| Expenses on the issuance of shares | | — | | | — | | | (119,822) | | | — | | | — | | | — | | | — | | | — | | | — | | | (119,822) | | | — | | | (119,822) | |
| Realization of costs in the issuance of shares | | — | | | — | | | 119,822 | | | — | | | — | | | — | | | — | | | — | | | — | | | 119,822 | | | — | | | 119,822 | |
| Participation of non-controllers | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 122,351 | | | 122,351 | |
| Net income for the period | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (62,477) | | | (62,477) | | | 79,653 | | | 17,176 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2023 | | 1,443,108 | | | — | | | — | | | (99,516) | | | — | | | — | | | — | | | (208,056) | | | (62,477) | | | 1,073,059 | | | 283,738 | | | 1,356,797 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
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| AMBIPAR EMERGENCY RESPONSE |
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Consolidated Statements of Cash Flows – Indirect Method Years ended December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais) |
Statements of cash flows – Indirect Method
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 | | December 31, 2021 |
| Cash flows from operating activities | | | | | | |
| Profit for the year | | 17,176 | | | 187,874 | | | 138,142 | |
| | | | | | |
| Adjustments for non-cash items | | | | | | | | |
| Depreciation and amortization | | 181,864 | | | 112,029 | | | 60,163 | |
| Expected credit losses | | 654 | | | 248 | | | (340) | |
| Residual value of written-off property, plant and equipment and intangible assets | | 19,311 | | | 26,291 | | | (6,355) | |
| Provision for contingencies | | (230) | | | 334 | | | (365) | |
| Income tax and social contribution - Deferred | | 12,866 | | | 9,104 | | | 14,087 | |
| Equity in earnings of investiments | | | | | (3,628) | | | — | |
| Investments adjustments | | | | | (2,779) | | | — | |
| Reversal of obligations due to investment acquisition | | (48,315) | | | | | | | |
| Interest on loans and financing, debentures and exchange-rate change | | 150,799 | | | 96,699 | | | 2,919 | |
| | | | | | |
| Changes in assets and liabilities: | | | | | | |
| Accounts receivable | | (4,393) | | | 94,381 | | | (79,118) | |
| Recoverable taxes | | (38,575) | | | (20,550) | | | (6,102) | |
| Prepaid expenses | | 6,243 | | | (32,859) | | | 1,778 | |
| Advances to suppliers | | 29,540 | | | 23,650 | | | (29,287) | |
| Inventories | | 2,328 | | | (5,672) | | | (3,607) | |
| Other accounts receivable | | 40,986 | | | 18,783 | | | 24,850 | |
| Suppliers | | (56,325) | | | (10,901) | | | (21,740) | |
| Salaries and social security charges | | (41,661) | | | 27,472 | | | (1,485) | |
| Taxes payable | | 44,718 | | | 34,210 | | | (2,900) | |
| Warrant and Earn-out | | (17,044) | | | — | | | — | |
| Other accounts payable | | (37,048) | | | (25,736) | | | (17,565) | |
| Cash generated from operating activities | | 262,894 | | | 528,950 | | | 73,075 | |
| | | | | | |
| Interest paid on loans and financing | | (50,260) | | | (12,126) | | | (5,985) | |
| Interest paid on debentures | | (94,549) | | | (25,274) | | | — | |
| Interest paid on leases | | (2,650) | | | (2,400) | | | (573) | |
| Income tax and social contribution | | (36,956) | | | (18,213) | | | (2,193) | |
| | | | | | |
| Net Cash generated from operating activities | | 78,479 | | | 470,937 | | | 64,324 | |
| | | | | | |
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| AMBIPAR EMERGENCY RESPONSE |
|
Consolidated Statements of Cash Flows – Indirect Method Years ended December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais) |
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 | | December 31, 2021 |
| Cash flow from investing activities | | | | | | |
| Cash spent on companies’ acquisitions; net of cash received | | (47,131) | | | (1,090,040) | | | (286,134) | |
| Payment of obligations from acquisition of investments | | (124,558) | | | (134,981) | | | (38,493) | |
| Acquisition of property, plant and equipment and intangible assets | | (240,289) | | | (95,748) | | | (123,793) | |
| | | | | | |
| Net cash used in investing activities | | (411,978) | | | (1,320,769) | | | (448,420) | |
| | | | | | |
| Cash flow from financing activities | | | | | | |
| Attributed to shareholders | | | | | | |
| Profit distribution - prior periods | | (31,947) | | | — | | | (63) | |
| Increase in minority interest | | 699,532 | | | — | | | — | |
| | | | | | |
| Attributed to financing | | | | | | |
| Related parties | | 98,200 | | | 71,019 | | | 441,662 | |
| Lease payments - Principal | | (112,459) | | | (32,802) | | | (6,819) | |
| Proceeds from loans and financing | | 124,258 | | | 446,870 | | | 50,620 | |
| Proceeds from debentures | | — | | | 573,623 | | | — | |
| Payments of loans and financing - Principal | | (179,804) | | | (63,985) | | | (52,152) | |
| Payments of debentures – Principal | | (55,953) | | | — | | | — | |
| Net cash generated from financing activities | | 541,827 | | | 994,725 | | | 433,248 | |
| | | | | | |
| Increase in cash and cash equivalents | | 208,328 | | | 144,893 | | | 49,152 | |
| | | | | | |
| Exchange rate change in cash and cash equivalents | | (56,669) | | | 7,796 | | | 8,012 | |
| | | | | | |
| Cash and cash equivalents at the beginning of the year | | 271,607 | | | 118,918 | | | 61,754 | |
| | | | | | |
| Cash and cash equivalents at the end of the year | | 423,266 | | | 271,607 | | | 118,918 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
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| AMBIPAR EMERGENCY RESPONSE |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
Notes to the Consolidated Statements of Financial Position
1.General information
Ambipar Emergency Response (the “Group Response” or “Company”) is a direct subsidiary of Ambipar Participações e Empreendimentos S.A. (“Ambipar Group”) in the Emergency Response segment, it’s part of the Ambipar Group’s essence the commitment to sustainable matters, working on the ESG (“Environment, Social and Governance”) pillars within its business and supporting its clients.
The Ambipar Emergency Response is engaged in the response to accidents with chemical products and pollutants, fighting fires, environmental emergencies on highways, railways, airports, ports, industries, mining and pipelines, and natural disasters. The Company also offers the environmental services in specialized industrial clean.
The Ambipar Emergency Response is also specialized in Crisis Management and attendance to environmental, chemical, and biological emergencies that affect the health, the environment, and property. Supported by state-of-the-art professionals, with excellence, technological equipment using techniques in the most security protocols, in order to contribute to excellence in care. The Ambipar Emergency Response owns more than 300 bases around the world, employs more than 150,000 trained collaborators and responds to emergencies on call 24 hours a day, 365 days a year.
On July 6, 2022, Emergência Participações S.A. entered into a business combination agreement with HPX Corp. (“HPX”), a Special Purpose Acquisition Company (SPAC), to further accelerate the company's growth. On March 3, 2023, after compliance with all corporate and regulatory requirements, the transaction was concluded. Thus, as of March 6, 2023, Ambipar Emergency Response became listed, and its common shares and warrants began to be traded on the NYSE American under the codes “AMBI” and “AMBI.WS”, respectively.
1.1.Activity in the Response segment
The principal business activities of the Ambipar Emergency Response comprise operating in prevention, management, and emergency response to accidents involving hazardous or non-hazardous products in all modes of transportation, with its own bases and presence in 16 countries in South America, Europe, Africa, North America, and Antarctica. In addition, it provides industrial firefighters who work at customer’s facilities and has the largest and most complete training field in Latin America, training employees and clients with the most complete structure focused on emergency response and management in multimodal scenarios.
As of December 31, 2023 and December 31, 2022, the Ambipar Emergency Response’s equity interests and their respective areas of activity are shown in Note 1.2 “Organization and Plan of Business Operation”.
1.2.Relevant events
Completion of the transaction with HPX and listing of Ambipar Emergency Response on the NYSE
On March 3, 2023, the Company completed the transaction with HPX Corp, pursuant to the terms of the Business Combination Agreement entered into on July 5, 2022, by the Ambipar Group, together with its subsidiaries, Emergência Participações S.A., Ambipar Emergency Response and Ambipar Merger Sub ("Closure"). As a result, Emergência Participações S.A. became a wholly owned subsidiary of Ambipar Emergency Response, a company incorporated in the Cayman Islands. Ambipar Emergency Response (“AMBI”) is classified as a foreign private issuer, emerging growth company and non-accelerated filer with shares listed on the New York Stock Exchange (NYSE American). The Ambipar Group now holds a 70.8% interest in AMBI after the conclusion of the de-SPAC process. Additional details regarding the accounting impacts of the de-SPAC process for the Company's consolidated financial statements are presented in Note 7.
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| AMBIPAR EMERGENCY RESPONSE |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
List of subsidiaries
The Consolidated Financial Statements include the individual statements of the entities of Ambipar Emergency Response, listed below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Ownership held by Company | | Ownership held by NCI | | |
| Company | | Note | | Place of Business/ Country of Incorporation | | Controller | | 31.12.2023 | | 31.12.2022 | | 31.12.2023 | | 31.12.2022 | | Consolidation method |
| | | | | | | | % | | % | | % | | % | | |
| Emergência Participações S.A. | | | | Brazil | | Ambipar Emergency Response | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response S.A. | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Insurance - Correta de Seguros Ltda | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Insurance - Atendimento a Seguros Ltda | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Chile SpA | | | | Chile | | Emergência Participações | | 100.00 | | | 100.00 | | | | | | — | | | |
| Ambipar Response Chile S.A. | | | | Chile | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Peru SAC | | | | Peru | | Ambipar Response Chile Spa e S.A. | | 99.78 | | | 99.78 | | | 0.22 | | | 0.22 | | | Full |
| Ambipar Response Training S.A. | | | | Chile | | Ambipar Response Chile Spa e S.A. | | 99.99 | | | 99.99 | | | 0.01 | | | 0.01 | | | Full |
| Ambipar Response Mineros e Integrales S.A. | | | | Chile | | Ambipar Response Chile Spa e S.A. | | 99.90 | | | 99.90 | | | 0.10 | | | 0.10 | | | Full |
| Ambipar Uruguay S.A. | | | | Uruguai | | Ambipar Response Chile Spa e S.A. | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Colombia S.A.S | | | | Colombia | | Ambipar Response Chile Spa e S.A. | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Colombia S.A.S | | | | Colombia | | Ambipar Response Chile Spa e S.A. | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Mexico S. de R.L. de C.V. | | (j) | | México | | Ambipar Response Chile Spa e S.A. | | 100.00 | | | — | | | — | | | — | | | Full |
| Ambipar Holding USA, INC | | | | United States of America | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Texas, LLC | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipa Response Alabama, LLC | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Florida, LLC | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Colorado, Inc | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response EMS, Inc | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Northwest, Inc. | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response PERS, LLC | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Training Center ARTC, Inc | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Witt O'Brien"s LLC | | | | United States of America | | Ambipar Holding USA | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Witt O'Brien's Payroll Management LLC | | | | Delaware | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Ownership held by Company | | Ownership held by NCI | | |
| Company | | Note | | Place of Business/ Country of Incorporation | | Controller | | 31.12.2023 | | 31.12.2022 | | 31.12.2023 | | 31.12.2022 | | Consolidation method |
| | | | | | | | % | | % | | % | | % | | |
| O'Brien's Response Management, L.L.C. | | | | Delaware | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Witt O'Brien's Insurance Services, LLC | | | | New Jersey | | O'Brien's Response Management, L.L.C. | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Witt O'Brien's USVI, LLC | | | | U.S. Virgin Islands | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Witt O’Brien’s PR LLC | | | | Puerto Rico | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Strategic Crisis Advisors LLC | | | | Georgia | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Navigate Communications Pte. Ltd. | | | | Singapore | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Navigate Response (Asia) Pte. Ltd. | | | | Singapore | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Navigate PR Limited | | | | England and Wales | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Navigate Response Limited | | | | England and Wales | | Witt O'Brien"s LLC | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| O'Brien's do Brasil Consultoria em Emergências e Meio Ambiente S.A. | | (f) | | Brazil | | Witt O'Brien"s LLC | | — | | | 100.00 | | | — | | | — | | | Full |
| Witt Associates do Brasil Consultoria Ltda | | (f) | | Brazil | | Witt O'Brien"s LLC | | — | | | 50.00 | | | — | | | 50.00 | | | No |
| Ambipar Holdings UK Limited | | | | United Kingdom | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Groco 404 Limited | | | | United Kingdom | | Ambipar Holdings UK | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Site Service Limited | | | | United Kingdom | | Groco 404 Limited | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Holding Ireland Limited | | | | Ireland | | Ambipar Holdings UK | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Ireland Limited | | | | Ireland | | Ambipar Holding Ireland | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Howells Consultancy Limited | | | | United Kingdom | | Ambipar Response Limited (Reino Unido) | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Limited (Reino Unido) | | | | United Kingdom | | Ambipar Holdings UK | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Limited (Irlanda) | | | | Ireland | | Ambipar Response Limited (Reino Unido) | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Holding Canadá, INC | | | | Canadá | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Industrial Services Inc | | (v) | | Canadá | | Ambipar Holding Canadá | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| Orion Environmental Services Ltd. (OES) | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | 100.00 | | | 30.00 | | | — | | | Full |
| Orion Tank Solutions Ltd. (OTS) | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | 100.00 | | | 30.00 | | | — | | | Full |
| Ambipar Response Industrial Services E Inc. | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | 100.00 | | | 30.00 | | | — | | | Full |
| Ambipar Response Industrial Services L Inc. | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | 100.00 | | | 30.00 | | | — | | | Full |
| Ambipar Response Industrial Services G Inc. | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | 100.00 | | | 30.00 | | | — | | | Full |
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| AMBIPAR EMERGENCY RESPONSE |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
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| | | | | | | | Ownership held by Company | | Ownership held by NCI | | |
| Company | | Note | | Place of Business/ Country of Incorporation | | Controller | | 31.12.2023 | | 31.12.2022 | | 31.12.2023 | | 31.12.2022 | | Consolidation method |
| | | | | | | | % | | % | | % | | % | | |
| 1653395 Alberta Ltd | | (v) | | Canadá | | Ambipar Response Industrial Services Inc | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| Bulldog Energy Group | | (v) | | Canadá | | 1653395 Alberta Ltd | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| Ambipar Reponse Emergency Services Canada F Inc | | | | Canadá | | Ambipar Holding Canadá | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ridgeline Canada Inc | | | | Canadá | | Ambipar Holding Canadá | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| DFA Contracting Ltd | | (k) | | Canadá | | Ambipar Holding Canadá | | 100.00 | | | — | | | — | | | — | | | Full |
| JM Serviços Integrados S.A. | | | | Brazil | | Emergência Participações | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| JM Serviços e Locações S.A. | | | | Brazil | | Emergência Participações | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Lacerda & Lacerda Serviços de Transportes e Emergências Ambientais Ltda | | (a) | | Brazil | | Emergência Participações | | 100.00 | | | 70.00 | | | — | | | 30.00 | | | Full |
| Desentupidora Belo Ltda | | (a) | | Brazil | | Emergência Participações | | — | | | 70.00 | | | 100.00 | | | 30.00 | | | Full |
| Ambipar Response Gás Ltda | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Dracares Apoio Marítimo e Portuário S.A. | | | | Brazil | | Emergência Participações | | 51.00 | | | 51.00 | | | 49.00 | | | 49.00 | | | Full |
| Ambipar Response Marine S.A. | | (g) | | Brazil | | Ambipar Response Dracares Apoio Marítimo e Portuário S/A | | 40.80 | | | — | | | 59.20 | | | — | | | Full |
| Ambipar Response Maritime Services PDA S.A. | | (o) | | Brazil | | Ambipar Response Marine S.A. | | 24.48 | | | — | | | 75.52 | | | — | | | Full |
| Ambipar Flyone Serviço Aéreo Especializado, Comércio e Serviço S.A. | | | | Brazil | | Emergência Participações | | 51.00 | | | 51.00 | | | 49.00 | | | 49.00 | | | Full |
| RG Response S.A. | | | | Brazil | | Emergência Participações | | 51.00 | | | 51.00 | | | 49.00 | | | 49.00 | | | Full |
| RG Consultoria Técnica Ambiental Brasil Ltda | | | | Brazil | | RG Response | | 51.00 | | | 51.00 | | | 49.00 | | | 49.00 | | | Full |
| Ambipar Response Espírito Santo S.A. | | | | Brazil | | Emergência Participações | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response Environmental Services Ltda | | | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response Orbitgeo Ltda | | | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response OGTEC Facilities Ltda | | | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response Wastewater Control Ltda | | | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response Geoweb Ltda | | | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | 70.00 | | | 30.00 | | | 30.00 | | | Full |
| Ambipar Response Geociências Ltda | | (b) | | Brazil | | Ambipar Response Espírito Santo S.A. | | 38.50 | | | 38.50 | | | 61.50 | | | 61.50 | | | Full |
| Ambipar Response Analytical S.A. | | (c) | | Brazil | | Ambipar Response Espírito Santo S.A. | | 35.70 | | | — | | | 64.30 | | | — | | | Full |
| Ambipar Response Fauna e Flora Ltda | | (e) | | Brazil | | Ambipar Response Espírito Santo S.A. | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
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| | | | | | | | Ownership held by Company | | Ownership held by NCI | | |
| Company | | Note | | Place of Business/ Country of Incorporation | | Controller | | 31.12.2023 | | 31.12.2022 | | 31.12.2023 | | 31.12.2022 | | Consolidation method |
| | | | | | | | % | | % | | % | | % | | |
| Ambipar Response Environmental Consulting Offshore S.A. | | (h) | | Brazil | | Ambipar Response Espírito Santo S.A. | | 42.00 | | | — | | | 58.00 | | | — | | | Full |
| Ambipar Response Remediation S.A. | | (p) | | Brazil | | Ambipar Response Espírito Santo S.A. | | 35.70 | | | — | | | 64.30 | | | — | | | Full |
| Ambipar Response Remediation Ltda | | (q) | | Brazil | | Ambipar Response Remediation S.A. | | 35.70 | | | — | | | 64.30 | | | — | | | Full |
| RMC2 Soluções Ambientais Ltda | | (r) | | Brazil | | Ambipar Response Remediation Ltda | | 17.85 | | | — | | | 82.15 | | | — | | | Full |
| Fênix Emergências Ambientais Ltda | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| APW Ambiental e Transporte Ltda | | | | Brazil | | Emergência Participações | | 100.00 | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Response Tank Cleaning S.A. | | (l) | | Brazil | | Emergência Participações | | 51.00 | | | — | | | 49.00 | | | — | | | Full |
| Ambipar C-Safety Comércio, Indústria e Serviços Ltda | | (m) | | Brazil | | Ambipar Response Tank Cleaning | | 51.00 | | | — | | | 49.00 | | | — | | | Full |
| Ambipar Response Industrial Services S.A. | | (i) | | Brazil | | Ambipar Response Tank Cleaning | | 26.01 | | | — | | | 73.99 | | | — | | | Full |
| Unidroid Robotica do Brasil Ltda | | (x) | | Brazil | | Ambipar Response Tank Cleaning | | 26.01 | | | — | | | 73.99 | | | — | | | Full |
| SMR Socorro Medico e Resgate Ltda | | (s) | | Brazil | | Emergência Participações | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| SSRM Saude Ocupacional Ltda | | (t) | | Brazil | | Emergência Participações | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| SSR Serviços de Segurança e Resgate Ltda | | (u) | | Brazil | | Emergência Participações | | 70.00 | | | — | | | 30.00 | | | — | | | Full |
| Atmo Hazmat Ltda | | (d) | | Brazil | | Emergência Participações | | — | | | 100.00 | | | — | | | — | | | Full |
| Ambipar Atendimento Médico Hospitalar Ltda | | (n) | | Brazil | | Emergência Participações | | — | | | 100.00 | | | — | | | — | | | Full |
(a) On January, 2021 Emergência Participações S.A.annouced the aquisition of 70% of the share capital of Lacerda & Lacerda Serviços de Transportes e Emergências Ambientais Ltda and Desentupidora Belo Ltda. In April 2022, Emergência Participações S.A. transferred its 70% stake in Desentupidora Belo Ltda. in exchange for the remaining 30% of Lacerda & Lacerda Serviços de Transportes e Emergencies Ambientais Ltda, totaling 100% interest.
(b) On July 2021, the subsidiary Ambipar Response ES has a 55% interest in Ambipar Response Geociências Ltda. The Company has a 70% interest in Ambipar Response ES, thus the Group has 38.50% control over the subsidiary.
(c) On June 2022, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Analytical S.A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(d) On June 2022, the subsidiary Emergência Participações S.A. transferred the 40,000 shares it held in Atmo Hazmat Ltda to Ambipar Group. The investment was transferred for consideration and classified as related parties.
(e) On July 2022, the subsidiary Ambipar Response ES has a 100% interest in Ambipar Response Fauna e Flora Ltda. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 70% control over the subsidiary.
(f) On October 25, 2022, Emergência Participações S.A. acquired, through its subsidiary Ambipar Holding USA, Inc. 100% of the company Witt O’Briens and the acquisition was completed; As a result, there was a joint agreement with the acquisition of 50% of O'Brien's do Brasil Consultoria em Emergencies e Meio Ambiente S.A., characterizing a joint venture. Emergência Participações S.A. communicated to the market, on January 17, 2023, that in common agreement with OceanPact Serviços Marítimos S.A. (“OceanPact”), they decided to terminate the O'Brien's do Brasil joint venture, this agreement aimed to avoid overlapping activities and operations between Ambipar Response S.A. and OceanPact.
(g) On February, 2023, the subsidiary Ambipar Response Dracares Apoio Marítimo e Portuário Ltda. announced the acquisition of 80% of the capital stock of Girassol Apoio Marítimo Ltda)
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
(h) On April 2023, the subsidiary Ambipar Response ES has a 60% interest in Ambipar Response Environmental Consulting Offshore S/A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 42% control over the subsidiary.
(i) On April, 2023, the subsidiary Ambipar Response Tank Cleaning S/A. announced the acquisition of 51% of the capital stock of Plimsoll Serviços Ltda (“Plimsoll”). Emergência Participações S.A. has a 51% interest in Ambipar Response Tank Cleaning, thus the Group has 26.01% control over de subsidiary.
(j) On May 2023, the subsidiaries Ambipar Response Chile (with 50% of the share capital) and Ambipar Response Training (with 50% of the share capital) formed the company Ambipar Response Mexico, which operates in the provision of emergency services through stand by contracts.
(k) On May, 2023, the subsidiary Ambipar Holding Canada Inc. announced the acquisition of 100% of the capital interest of DFA Contracting Ltd (“DFA”).
(l) On July 2023, Emergência Participações S.A.announced the acquisition of 51% Ambipar Response Tank Cleaning S/A.
(m) On July 2023, Emergência Participações S.A. announced the acquisition of 51% Ambipar Response Tank Cleaning S/A which has a 100% stake in the company Ambipar C-Safety Comércio, Indústria e Serviços Ltda., thus the Group has 51% control over the subsidiary.
(n) On July 2023, Emergência Participações S.A. partners and Ambipar Group transferred 9,999 and 1 share of participation in Ambipar Atendimento Médico Hospitalar Ltda, respectively to Environmental ESG Participações S.A. The investment was transferred for consideration and classified as related parties.
(o) On September 2023, the subsidiary Ambipar Response Marine S/A announced the acquisition of 60% of the share capital of Zenith Marítima Eireli. (“Zenith”).
(p) On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(q) On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A which has a 100% stake in Ambipar Response Ambipar Response Remediation Ltda. Ambipar Response has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(r) On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A which has a 100% stake in the company Ambipar Response Remediation Ltda., which in turn holds 50% of the capital of RMC2 Soluções Ambientais Ltda. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 17.85% control over the subsidiary.
(s) On September 2023, Ambipar Response announced the acquisition of 70% of the share capital of Smr Socorro Médico E Resgate Ltda (“SMR”).
(t) On September 2023, Emergência Participações S.A. announced the acquisition of 70% of the share capital of Ssmr Saude Ocupacional Ltda. Epp (“SSMR”)
(u) On September 2023, Emergência Participações S.A. announced the acquisition of 70% of the share capital of Ssr Servicos De Seguranca E Resgate Ltda Epp (“SSR”).
(v) On October, 2023, the Ambipar Holding Canada Inc. (Holding Canada) established a holding company "Ambipar Response Industrial Services Canada (Industrial Services Canada)" and transferred all operating companies of "Industrial Services" (Orion, Lynx, Emerge and Graham) to this new Group holding company. Holding Canada acquired 100% of the company 1653395 Alberta Ltda (controlling company of Bulldog Energy Group) and part of the payment to shareholders was in shares of the company Industrial Services Canada. At this time, Holding Canada transfers the shares of 1653395 Alberta Ltda to Industrial Services Canada. After this corporate movement, Holding Canada holds 70% control of Industrial Services Canada and 30% remains with Burly's Holdings Ltd.
(x) On December 2023, the subsidiary Ambipar Tank Cleaning S/A announced the acquisition of 51% of the share capital of Unidroid Robotica do Brasil Ltda. (“Unidroid”). Emergência Participações S.A. has a 51% interest in Ambipar Response Tank Cleaning, thus the Group has 26.01% control over de subsidiary.
1.3.Authorization to issue these Consolidated Financial Statements
The issuance of these Consolidated Financial Statements was authorized by Management on May 10, 2024.
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
2.Description of significant accounting policies
2.1.Basis of presentation
As a result of the reorganization described below, these consolidated financial statements have been presented for all periods as if the Company was the holding company of the Group Response.
The Company became the holding company of the Group Response in March 2023 through a business combination (note 1.2) and as a result Emergência Participações S.A. (predecessor entity) became a wholly owned subsidiary of Ambipar Emergency Response.
These transactions are being accounted for on the predecessor values basis as common control transactions, based on the predecessor values recognized by the Company in its consolidated financial statements from the dates that it obtained control of the Group Response.
Upon conclusion of the business combination, the results of operations of the Group were included in the consolidated financial statements of the Company as if the Company had always owned the Group Response.
The Consolidated Financial Statements are expressed in thousands of Reais ("R$"), and the reporting of amounts in other currencies, when needed, is also expressed in thousands, unless otherwise indicated.
The preparation of the Consolidated Financial Statements requires Management to make judgments, use estimates and adopt assumptions that affect the amounts presented for revenues, expenses, assets and liabilities, including contingent liabilities. However, uncertainty relating to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the book value of certain assets and liabilities in future years.
Ambipar Emergency Response’s Management states and confirms that all relevant information for the Consolidated Financial Statements is being evidenced and corresponds to the one used by Management in the administration.
The Consolidated Financial Statements have been prepared on the historical cost’s basis, except certain financial assets and liabilities that measured at their fair value.
The Ambipar Emergency Response’s businesses included in these Consolidated Financial Statements are not generated as a single legal entity. These Consolidated Financial Statements are, therefore, not necessarily indicative of performance, cash flows obtained, and possessing actual equity and financial situation, as if this Ambipar Emergency Response had operated in a single legal entity during the years, or indicative of future results.
The Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Ambipar Emergency Response will be able to discharge its liabilities.
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| AMBIPAR EMERGENCY RESPONSE |
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Notes to the Consolidated Financial Statements As of December 31, 2023, 2022 and 2021 (Values expressed in thousands of Brazilian Reais, unless otherwise indicated) |
2.2.Basis of consolidation
These Consolidated Financial Statements include the results of the Company and all its subsidiaries undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.
2.3.New or revised pronouncements applied for the first time in 2023
The new IFRS standards will only be applied in Brazil after the issuance of the respective standards in Portuguese by the Accounting Pronouncements Committee and approval by the Federal Accounting Council.
a) Amendment to IFRS 17 Insurance Contracts;
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for the reporting period beginning on or after January 1, 2023.
IFRS 17 introduces an internationally consistent approach to the accounting of insurance contracts. Prior to IFRS 17, there was significant diversity around the world in relation to the accounting and disclosure of insurance contracts.
Given that IFRS 17 applies to all insurance contracts issued by an entity (with limited scope exclusions), its adoption may have an effect on non-insurers, such as the Company. The Company carried out an assessment of its contracts and operations and concluded that the adoption of IFRS 17 had no effect on its consolidated annual financial statements.
b) Amendment to IAS 1 Presentation of Financial Statements;
In February 2021, the IASB issued amendments to IAS 1, which aim to make accounting policy disclosures more informative by replacing the requirement to disclose "significant accounting practices" with "material accounting policies." The amendments also provide guidance on the circumstances in which accounting policy information is likely to be considered material and therefore require disclosure.
These changes have no effect on the measurement or presen